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

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

Objection Deadline: January 25, 2011 at 4:00 p.m. Hearing Date: To be scheduled

SEVENTH QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM SEPFEMBER 1.2010 THROUGH NOVEMBER 30, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: monthly Pachuiski Stang Ziehi & Jones LLP Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about April 9, 2009 September 1, 2010 through November 30, 2010 2 $224,431.50 $ 29,172.32 - final application.

x interim

The total time expended for fee application preparation is approximately 3.0 hours and the corresponding compensation requested is approximately $1,500.00.

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

68773-002\DOCSDE: 165350.1

PRIOR APPLICATIONS FILED Date Filed 05/01/09

05/29/09 06/30/09 07/31/09 08/20/09 09/29/09 11/03/09 12/02/09 01/04/10 01/28/10 03/18/10 04/01/10 04/26/10 06/10/10 07/09/10 08/05/10 09/10/10 10/26/10 11/23/10 12/20/10 01/03/11

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

Requested Fees $234,144.00 $365,058.00 $297,320.50 $350,713.25 $424,811.50 $453,736.50 $249,390.50 $200,491.00 $197,345.50 $184,044.50 $ 61,467.00 $ 99,733.00 $188,375.50 $127,266.00 $ 56,698.50 $ 99,388.50 $ 61,909.00 $ 84,230.00 $106,068.50 $ 96,412.00 $ 21,951.00

Requested Expenses $18,780.98 $26,269.46 $14,711.11 $13,267.86 $89,233.51 $48,870.41 $25,996.88 $19,661.77 $19,289.90 $10,295.19 $15,047.86 $8,694.41 $15,791.77 $ 7,664.48 $ 7,390.80 $ 6,427.67 $ 5,334.50 $15,304.38 $14,517.15 $10,603.57 $ 4,051.60

Approved Fees $234,144.00

$ 365,058.00 $297,320.50 $350,713.25 $424,811.50 $453,736.50 $ 249,390.50 $200,491.00 $197,345.50 $183,434.50 5 $ 61,467.00 $ 99,733.00 $ 150,700.40 $ 101,812.80 $ 45,358.80 $ 79,510.80 $ 49,527.20 $ 67,384.00 $ 84,854.80

Pending Pending

Approved Expenses $18,780.98 $ 26,269.46 $14,711.11 $ 6,019.74 $89,233.51 $48,870.41 $21,076.88 $19,661.77 $19,289.90 $ 9 , 117 . 85 6 $15,047.86 $ 8,694.41 $15,791.77 $ 7,664.48 $ 7,390.80 $ 6,427.67 $ 5,334.50 $15,304.38 $14,517.15 Pending Pending

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

68773-002\DOCSDE: 165350.

PSZ&J PROFESSIONALS7 Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner 2000; Joined Firm 2000; Member of DE Bar since 1986 Partner 1987; Member of CA Bar since 1982 Partner 2000; Member of CA Bar since 1981 Of Counsel 1989; Member of CA Bar since 1983 Partner 2001; Member of CA Bar since 1981 Of Counsel 1988; Member of CA Bar since 1976 Partner 2003; Member of PA Bar since 1984; Member of De Bar since 1997 Partner 2004; Member of TX Bar since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA Bar since 1980 Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 Law Library Director 2003 Paralegal 2000 Hourly Billing Rate (including Changes) $855.00 $750.00 $375.00 $695.00 $675.00 $650.00 $650.00 $325.00 $595.00 Total Hours Billed Total Compensation

Laura Davis Jones Ira D. Kharasch David J. Barton Andrew W. Caine Kenneth H. Brown James K.T. Hunter Bruce Grohsgal

0.50 40.40 7.00 1 17.60 0.60 0.70 18.30 10.00 1 0.60

397.50

$30,300.00 $ 2,625.00 $12,232.00

$ $

405.00 455.00

$11,895.00 $ 3,250.00 357.00 $

Maxim B. Litvak

$550.00 $275.00 $535.00 $525.00

78.00 4.00 13.20

$42,900.00 $ 1,100.00
$

James E. ONeill

7,062.00

Scotta E. McFarland

51.00

$26,775.00

Robert M. Saunders

$495.00

94.70

$46,876.50

William L. Ramseyer Kathleen P. Makowski

$475.00 $395.00

9.60 12.80

$ $

4,560.00 5,056.00

Leslie F. Forrester Kathe F. Finlayson

$250.00 $225.00

5.70 96.70

1,425.00 $21,757.50
$

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

68773-002\DOCSDE: 165350.1

Name of Professional Individual

Monica Molitor Shawn A. Quinlivan Louise R. Tuschak Cheryl A. Knotts Dina K. Whaley Sheryle L. Pitman Beatrice M. Koveleski Charles J. Bouzoukis Andrea R. Paul

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Paralegal 2009 Paralegal 2008 Paralegal 2000 Paralegal 2000 Case Management Assistant 2010 Case Management Assistant 2001 Case Management Assistant 2009 Case Management Assistant 2001 Case Management Assistant 2001

Hourly Billing Rate (including Changes) $225.00 $225.00 $215.00 $205.00 $150.00 $125.00 $125.00 $115.00 $115.00

Total Hours Billed

Total Compensation

1.40 5.80 0.90 3.10 1 1.90 1.00 0.50 7.00 11.10

$ $

$ $ $ $ $ $ $

315.00 1,305.00 193.50 635.50 285.00 125.00 62.50 805.00 1,276.50

Grand Total: $ 224,431.50 494.10 Total Hours: 454.22 Blended Rate: $

COMPENSATION BY CATEGORY Project Categories Asset Analysis/Recovery Asset Disposition Bankruptcy Litigation Case Administration Claims Admin!Objections Compensation of Professional Compensation of Prof /Others Disposition of Collateral Financial Filings General Business Advice Litigation (Non-Bankruptcy) Plan & Disclosure Statement Retention of Prof/Others Stay Litigation Travel Total Hours 5.00 2.50 39.40 32.50 91.90 23.40 31.80 2.30 3.90 1.90 1.90 235.60 0.40 0.60 21.00 Total Fees $ 3,380.00 $ 1,737.50 $ 11,124.50 $ 5,370.00 $ 46,084.00 $ 9,538.00 $ 7,951.00 $ 1,348.00 $ 1,271.50 $ 1,425.00 $ 1,425.00 $126,295.00 210.00 $ 297.00 $ $ 6,975.00

68773-002\DOCS_DE: 165350.1

EXPENSE SUMMARY Expense Category Air Fare Airport Parking Auto Travel Expense Working Meals Conference Call Delivery/Courier Service Express Mail Fax Transmittal Hotel Expense Legal Research Outside Services Court Research Postage Reproduction Expense Reproduction/Scan Copy Travel Expense Transcript Service Provider 8 (if applicable) American Airlines; US Airways Continental Airlines; United Airlines LAX Parking; SF0 Parking Central Eagle Limousine; Taxi fare; AMS/Pacific Transportation Airport meal AT&T Conference Call; CourtCall Tristate DHL and Federal Express Outgoing only Hotel DuPont Lexis/Nexis and Westlaw Digital Legal Services Pacer US Mail Total Expenses $5,539.80
$ 107.00 $ 509.20 40.67 $ $ 209.57

Travel Agency Fee I Veritext NY Reporting; J&J Transportation

$1,555.89 $ 101.17 $ 724.00 $1,236.50 $9,209.55 $1,865.99 $ 389.84 $1,313.49 $5,467.00 $ 513.00 $ 105.00 $ 284.65

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

68773-002\DOCS_DE: 165350.1

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

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

) )
)

Objection Deadline: January 25, 2011 at 4:00 p.m. Hearing Date: To be scheduled

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

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

68773-002\DOCS_DE: 165350.1

By this Application PSZ&J seeks a quarterly interim allowance of compensation in the amount of $224,431.50 and actual and necessary expenses in the amount of $29,172.32 for a total allowance of $253,603.82 and payment of the unpaid portion of such fees and costs for the period September 1, 2010 through November 30, 2010 (the "Interim Period"). In support of this Application, PSZ&J respectfully represents as follows: Background 1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). On or about April 8, 2009, the Court entered the Administrative Order, authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an

68773-002\DOCSDE: 165350.1

interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of PSZ&J, as co-counsel to the Debtors, was approved

effective as of the Petition Date by this Courts "Order Under Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of Pachuiski Stang Ziehl & Jones as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about April 9, 2009 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. PSZ&Js APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Monthly Fee Applications Covered Herein The Monthly Fee Applications for the periods September 1, 2010 through November 30, 2010 of PSZ&J have been filed and served pursuant to the Administrative Order. 6. On November 23, 2010, PSZ&J filed its Nineteenth Monthly Application of Pachuiski Stang Ziehi & Jones LLP for Compensation and for Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Period from September 1, 2010 through September 30, 2010 ("Nineteenth Monthly Fee Application") requesting $106,068.50 in fees and $14,517.15 in expenses. Pursuant to the Administrative Order, PSZ&J has been paid $84,854.80 of the fees and $14,517.15 of the expenses requested in the Nineteenth Monthly Fee Application.

68773-002\DOCSDE: 165350.1

A true and correct copy of the Nineteenth Monthly Fee Application is attached hereto as Exhibit

FA
7. On December 20, 2010, PSZ&J filed its Twentieth Monthly Application

of Pachulski Stang Ziehl & Jones LLP for Compensation and for Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Period from October 1, 2010 through October 31, 2010 ("Twentieth Monthly Fee Application") requesting $96,412.00 in fees and $10,603.57 in expenses. The Twentieth Monthly Fee Application is pending. A true and correct copy of the Twentieth Monthly Fee Application is attached hereto as Exhibit B. 8. On January 3, 2011, PSZ&J filed its Twenty-First Monthly Application of

Pachulski Stang Ziehl & Jones LLP for Compensation and for Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Period from November 1, 2010 through November 30, 2010 ("Twenty-First Monthly Fee Application") requesting $21,951.00 in fees and $4,051.60 in expenses. The Twenty-First Monthly Fee Application is pending. A true and correct copy of the Twenty-First Monthly Fee Application is attached hereto as Exhibit C. 9. The Monthly Fee Applications covered by this Application contain

detailed daily time logs describing the actual and necessary services provided by PSZ&J during the Interim Period as well as other detailed information required to be included in fee applications.
Requested Relief

10.

By this Application, PSZ&J requests that the Court approve payment of

one-hundred percent (100%) of the fees and expenses incurred by PSZ&J during the Interim Period of September 1, 2010 through November 30, 2010.

68773-002\DOCSDE:165350.1

11.

At all relevant times, PSZ&J has been a disinterested person as that term is

defined in 101(14) of the Bankruptcy Code and has not represented or held an interest adverse to the interest of the Debtors. 12. All services for which compensation is requested by PSZ&J were

performed for or on behalf of the Debtors and not on behalf of any committee, creditor or other person. 13. PSZ&J has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between PSZ&J and any other person other than the partners of PSZ&J for the sharing of compensation to be received for services rendered in these cases. PSZ&J has received payments from the Debtors during the year prior to the Petition Date in the amount of $$692,220.42, including the Debtors aggregate filing fees for these cases, in connection with the preparation of initial documents and its prepetition representation of the Debtors. PSZ&J was current as of the Petition Date. Upon final reconciliation of the amount actually expended prepetition, any balance remaining from the prepetition payments to PSZ&J was credited to the Debtors and utilized as PSZ&Js retainer to apply to postpetition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code.

68773-002\DOCSDE: 165350.1

14.

The professional services and related expenses for which PSZ&J requests

interim allowance of compensation and reimbursement of expenses were rendered and incurred in connection with these cases in the discharge of PSZ&Js professional responsibilities as attorneys for the Debtors in their chapter 11 cases. PSZ&Js services have been necessary and beneficial to the Debtors and their estate, creditors and other parties in interest. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, PSZ&J has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, PSZ&J respectfully requests that the Court enter an order, in the form attached hereto, providing that an interim allowance be made to PSZ&J for the period from September 1, 2010 through November 30, 2010 in the sum of $224,431.50, as compensation for necessary professional services rendered, and the sum of $29,172.32, for reimbursement of actual necessary costs and expenses, for a total of $253,603.82; that the Debtors be authorized

68773-002\DOCSDE: 165350.1

and directed to pay to PSZ&J the outstanding amount of such sums; and for such other and further relief as may be just and proper. Dated: January

T 2011
,

PA

G ZIEHL & JONES LLP

V AN
J4ura Dy 6neDE Bar Nb. 2436) Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, l7" Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Counsel for Debtors and Debtors in Possession

68773-002\DOCSDE: 165350.1

VERIFICATION

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

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

lawyers and paraprofessionals of PSZ&J.

C)

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

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

Notary Public My Commission Expires:

I/k FE OF DELAWARE commissJ expIres Dec. 10, 2012

68773-002\DOCSDE: 165350.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

)
)

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

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

)

Hearing Date: To be scheduled by the Court Objection Deadline: January 25, 2011, at 4:00 p.m.

NOTICE OF FILING OF SEVENTH QUARTERLY APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES OF PACHULSKJ STANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS FOR THE PERIOD SEPTEMBER 1, 2010 THROUGH NOVEMBER 30, 2010 TO: (i) United States Trustee, (ii) the Debtors; (iii) counsel to the Debtors, (iv) counsel to the Official Committee of Unsecured Creditors; and (v) other service parties set forth in the Interim Compensation Procedures Order entered in this case.

Pachuiski Stang Ziehi & Jones LLP ("PSZ&J"), as counsel to Pacific Energy Resources Ltd.., et al. (the "Debtors") has filed the attached Seventh Quarterly Application for Compensation and Reimbursement of Expenses of Pachulski Stang Ziehi & Jones LLP, as Counsel to the Debtors and Debtors in Possession, for the Periodfrom September 1, 2010 through November 30, 2010 (the "Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court"). Pursuant to the Application, PSZ&J seeks compensation for services rendered to the

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

Debtors in the amount of $224,431.50 and reimbursement of costs incurred upon the Debtors behalf in the amount of $29,172.32 (the "Application"). Objections or responses to the Application, if any, must be made in writing, filed with the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, 3 Floor, Wilmington, Delaware 19801 no later than January 25, 2011, at 4:00 p.m. prevailing Eastern time.

Objections or other responses to the Application, if any, must also be served so that they are received not later than January 25, 2011, 4:00 p.m., prevailing Eastern time, by (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24th1 Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: Uones@pszjlaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 l Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharash@pszjlaw.com (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan(pepperlaw.com (the "Notice Parties") A HEARING ON THE APPLICATION shall occur at the convenience of the Court before The Honorable Kevin J. Carey, at the United States Bankruptcy Court, 824 Market Street, 5Floor, Courtroom No. 5, Wilmington, Delaware. IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: January 6, 2011 PACHULSKI STANG ZIEHL & JONES LLP

Ira/y. Kharasch (CA Bar No. 109084) Setyfta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com jpneill@pszjlaw.com kmakowski@pszilaw.com Counsel for Debtors and Debtors in Possession.
68773-002\DOCSDE: 165245.1

EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. ) ) ) ) ) Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

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

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

- final application.

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

68773-002\DOCS_DE: 164987.2

o3

PRIOR APPLICATIONS FILED Date Filed Period Covered Requested Fees Requested Expenses Approved Fees $ 234,144.00 $ 365,058.00 Approved Expenses

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

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

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

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

$18,780.98
$ 26,269.46

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

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

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

68773002DOCSDE: 164987.2

PSZ&J PROFESSIONALS 7 Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner 2000; Joined Firm 2000; Member of DE Bar since 1986 Partner 1987; Member of CA Bar since 1982 Partner 2000; Member of CA Bar since 1981 Of Counsel 1989; Member of CA Bar since 1983 Of Counsel 1988; Member of CA Bar since 1976 Partner 2004; Member of TX Bar since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA Bar since 1980 Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 Law Library Director 2003 Paralegal 2000 Paralegal 2009 Paralegal 2008 Paralegal 2000 Paralegal 2000 Hourly Billing Rate (including Changes) $855.00 $750.00 $695.00 $675.00 $650.00 $325.00 $550.00 Total Hours Billed Total Compensation

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

0.30 12.00 17.30 0.60 15.80 10.00 23.70

238.50

$ 9,000.00

$12,023.50
$

405.00

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

James E. ONeill

$535.00 $525.00

3.70

$ 1,979.50

Seotta E. McFarland Robert M. Saunders

32.70

$17,167.50

$495.00

53.80

$26,631.00

William L. Ramseyer Kathleen P. Makowski

$475.00 $395.00

4.60 3.90 1.10 24.20 1.40 4.70 0.90 0.90

$ 2,185.00 $ 1,540.50

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

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

$ 275.00 $ 5,445.00 315.00 $ $ 1,057.50 193.50 $ 184.50 $

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

68773-002\DOCSDE: 164987.2

Name of Professional Individual

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

Position of the Applicant, Hourly Number of Years in that Billing Position, Prior Relevant Rate Experience, Year of Obtaining (including License to Practice, Area of Changes) Expertise Case Management Assistant 2010 $150.00 Case Management Assistant 2009 $125.00 Case Management Assistant 2001 $115.00 Case Management Assistant 2001 1 $115.00 Grand Total: $ 106,068.50 Total Hours: 218.90 Blended Rate: $ 484.55

Total Hours Billed

Total Compensation.

0.80 0.50 3.40 2.60

$ $ $ $

120.00 62.50 391.00 299.00

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

68773-002\DOCSDE: 164987.2

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

Travel Agency Fee

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

68773-002\DOCS_DE: 164987.2

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

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

) )
)

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

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

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

68773-002\DOCS_DE: 164987.2

By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $106,068.50 and actual and necessary expenses in the amount of $14,517.15 for a total allowance of $120,585.65 and payment of $84,854.80 (80% of the allowed fees) and reimbursement of $14,517.15 (100% of the allowed expenses) for atotal payment of $99,371.95 for the period September 1, 2010 through September 30, 2010 (the "Interim Period"). In support of this Application, PSZ&J respectfully represents as follows: Background On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

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

68773-002\DOCSDE: 164987.2

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

effective as of the Petition Date by this Courts "Order Under Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of Pachuiski Stang Ziehi & Jones as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about April 9, 2009 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. PSZ&Js APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source All services for which PSZ&J requests compensation were performed for or on behalf of the Debtors. PSZ&J has received no payment and no promises for payment from any source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between PSZ&J and any other person other than the partners of PSZ&J for the sharing of compensation to be received for services rendered in this case. PSZ&J has received payments from the Debtors during the year prior to the Petition Date in the amount of

68773-002\DOCS_DE: 164987.2

$692,220.42, including the Debtors aggregate filing fees for these cases, in connection with the preparation of initial documents and its prepetition representation of the Debtors. PSZ&J was current as of the Petition Date. Upon final reconciliation of the amount actually expended prepetition, any balance remaining from the prepetition payments to PSZ&J was credited to the Debtors and utilized as PSZ&J s retainer to apply to postpetition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. Fee Statements The fee statements for the Interim Period are attached hereto as Exhibit A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of PSZ&Js knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. PSZ&Js time reports are initially handwritten by the attorney or paralegal performing the described services. The time reports are organized on a daily basis. PSZ&J is particularly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. PSZ&Js charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. PSZ&J has reduced its charges related to any non-working "travel time" to fifty percent (50%) of PSZ&Js standard hourly rate. To the extent it is feasible, PSZ&J professionals attempt to work during travel.

68773-002\DOCSDE: 164987.2

Actual and Necessary Expenses

8.

A summary of actual and necessary expenses incurred by PSZ&J for the

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

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

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

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

68773-002\DOCSDE: 164987.2

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

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

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

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

68773-002\DOCS_DE: 164987.2

A.

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

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

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

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

68773.002\DOCS_DE: 164987.2

E.

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

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

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

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

68773-002\DOCSDE: 164987.2

C.

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

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

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

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

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

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

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

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

68773-002\DOCSDE:164987.2

(1) performed work regarding solicitation issues; (2) performed work regarding ballots; (3) attended to scheduling issues; (4) reviewed and analyzed documents; (5) attended to objection issues; (6) responded to creditor inquiries; (7) attended to notice issues; (8) reviewed and analyzed Union Oil discovery requests; (9) performed research; (10) performed work regarding Agenda Notices; (11) attended to inter-company claim issues; (12) reviewed and revised the Plan; (13) performed work regarding responding to Union Oils request for documents; (14) attended to deposition scheduling issues; (15) attended to privilege issues; (16) reviewed and analyzed objections; (17) attended to tax issues; (18) performed work regarding a confirmation brief; (19) performed work regarding witness preparation; (20) reviewed and analyzed a deposition transcript; (21) performed work regarding responses to Plan confirmation objections; (22) performed work regarding a joint pre-trial memorandum; and (23) conferred and corresponded regarding Plan and Disclosure Statement issues. Fees: $68,507.00; L. Hours: 127.20

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

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

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

68773-002\DOCS_DE: 164987-2

10

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

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

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

0.30 12.00 17.30 0.60 15.80 10.00 23.70

238.50

$ 9,000.00

$12,023.50
$

405.00

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

James E. ONeill Scotta E. McFarland

$535.00 $525.00

3.70

$ 1,979.50 $17,167.50

32.70

Robert M. Saunders

$495.00

53.80

$26,631.00

William L. Ramseyer Kathleen P. Makowski

$475.00 $395.00

4.60 3.90

$ 2,185.00 $ 1,540.50

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

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

1.10 24.20 1.40 4.70 0.90 0.90

$ 275.00 $ 5,445.00 $ 315.00 $ 1,057.50 193.50 $ 184.50 $

68773-002\DOCS_DE:164987.2

11

Name of Professional Individual

Dina K. Whaley Beatrice M. Koveleski Charles J. Bouzoukis Andrea R. Paul

Position of the Applicant, Hourly Number of Years in that Billing Position, Prior Relevant Rate Experience, Year of Obtaining (including License to Practice, Area of Changes) Expertise Case Management Assistant 2010 $150.00 Case Management Assistant 2009 $125.00 Case Management Assistant 2001 $115.00 Case Management Assistant 2001 1 $115.00 Grand Total: $ 106,068.50 Total Hours: 218.90 Blended Rate: $ 484.55

Total Hours Billed

Total Compensation

0.80 0.50 3.40 2.60

$ $ $

120.00 62.50 391.00 299.00

29.

The nature of work performed by these persons is fully set forth in

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

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

68773-002\DOCSDE: 164987.2

12

reimbursement of $14,517.15 (100% of the allowed expenses) be authorized for a total payment of $99,371.95 and for such other and further relief as this Court may deem just and proper. Dated: Novembe, 2010 PACHJ8i1NG ZIEHL & JONES LLP aura Davis J1s (DE Bar No. 2436) Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Counsel for Debtors and Debtors in Possession

68773 -002\DOCS_DE: 164987.2

13

VERIFICATION

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

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

lawyers and paraprofessionals of PSZ&J.

C)

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

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

f
Davis Jones SWORN AND SUBSCRID before me thi dawofUJY,1h0. DEBRA L. YOUNG
NOTARY PUBLIC STATE OF DELAWARE

My Commission Exi4esJ

68773-002\DOCSDE: 164987.2

EXHIBIT A

PACHULSKI STANG ZIEHL & JONES LLP

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

September 30, 2010 Invoice Number 91944 Gerry Tywoniuk 111 W. Ocean Blvd. ste. 1240 Long Beach, CA 90802
Balance forward as of last invoice, dated: September 30, 2010 AIR Adjustments Net balance forward Re: Post Petition

68773 00002

IDK

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

Statement of Professional Services Rendered Through

09/30/2010 Hours Rate Amount

Asset Analysis/RecoveryJB120

09/23/10

IDK

Emails with attorneys, client re potential preference action vs Marathon and conflict by Pepper Hamilton re same, and impact on settlement of claim of Marathon. Review preference data to evaluate various potential preferences, and emails with I. Karasch/M. Litvak thereon. Emails with A. Caine, others, and client repayment history and re need for preference analysis against entities whom Pepper has conflict, including forwarding analysis to a. Caine for same, and result of same (6). Emails re preference claims against Committee members. Emails with client and others re Marathon settlement issues

0.30

750.00

$225.00

09/24/10 09/24/10

AWC !DK

0.60 0.60

675.00 750.00

$405.00 $450.00

09/24/10 09/27/10

MBL IDK

0.20 0.20

550.00 750.00

$110.00 $150.00

Task Code Total

1.90

$1,340.00

Asset Disposition 1B1301

09/24/10 DJB

Analysis of DE dissolution and abandonment rules; Telephone conference with M. Litvak and R. Saunders re same.

2.50

695.00

$1,737.50

Task Code Total

2.50

$1,737.50

Invoice number 91944

68773 00002

Page 2

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

1.80 0.10 0.10 0.20 0.10 0.70 0.10

225.00 525.00 395.00 395.00 750.00 225.00 525.00

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

KPM KPM KPM KPM KFF KFF

0.20 0.10 0.10 0.10 0.50 0.70

395.00 395.00 395.00 395.00 225.00 225.00

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

09/07/10

KFF

0.80

225.00

$180.00

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

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

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

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

$107.00 $107.00 $39.50 $112.50 $220.00 $180.00 $52.50 $275.00 $180.00 $165.00 $107.00 $299.00 $3,353.0(

Task Code Total

Invoice number 91944

68773 00002

Page 3

Case Administration IBI 101 09/01/10

09/02/10 09/03/10 09/07/10 09/08/10 09/09/10 09/13/10 09/13/10 09/14/10 09/15/10 09/16/10 09/17/10 09/17/10 09/17/10 09/18/10 09/20/10 09/22/10 09/25/10 09/27/10 09/28/10 09/28/10 09/29/10 09/30/10 CJB KFF CAK DKW KFF DKW CAK BMK DKW MBL DKW KFF BMK DKW KFF DKW KFF KFF BMK BMK DKW BMK DKW Maintain document control. Review recently filed pleadings and draft critical dates memo Review documents and organize to file. Coordinate and distribute pending pleadings to clients and legal team. Review recently filed documents and orders and draft critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Review document and organize to file Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team. Miscellaneous case emails. Coordinate and distribute pending pleadings to clients and legal team. Review updated docket and recently filed documents and draft critical dates memo Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team. Review additional pleadings filed and revise critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Review updated docket and draft critical dates memo Revise and circulate critical dates memo Prepared daily memo narrative and coordinated client distribution. Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team. Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team. 340 0.80 0.10 0.10 0.90 0.10 0.10 0.10 0.10 0.20 0.10 0.80 0.10 0.10 0.70 0.10 0.70 0.50 0.10 0.10 0.10 0.10 0.10 115.00 225.00 205.00 150.00 225.00 150.00 205.00 125.00 150.00 550.00 150.00 225.00 125.00 150.00 225.00 150.00 225.00 225.00 125.00 125.00 150.00 125.00 150.00 $391.00 $180.00 $20.50 $15.00 $202.50 $15.00 $20.50 $12.50 $15.00 $110.00 $15.00 $180.00 $12.50 $15.00 $157.50 $15.00 $157.50 $112.50 $12.50 $12.50 $15.00 $12.50 $15.00

Task Code Total

9.50

$1,714.50

Claims Admin/ObjectionslB3101

Invoice number 91944

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

68773 00002 0.10 0.30 650.00 525.00

Page 4
$65.00 $157.50

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

09/02/10

JKH

0.60

650.00

$390.00

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

SEM SEM SEM SEM SEM SEM MBL JKH

2.80 0.10 0.10 0.10 0.10 0.10 0.20 0.50

525.00 525.00 525.00 525.00 525.00 525.00 550.00 650.00

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

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

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

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

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

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

Invoice number 91944

68773 00002

Page 5

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

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

MBL JKH RMS RMS RMS SEM SEM SEM

0.40 0.20 0.20 0.20 0.20 0.40 4.10 0.20

550.00 650.00 495.00 495.00 495.00 525.00 525.00 525.00

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

09/21/10 09/21110 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10

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

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

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

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

09/21/10

RMS

0.20

495.00

$99.00

Invoice number 91944

09/21/10 09/2 1/10 09/2 1/10 09/22/10

68773 00002

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

RMS
KPM KPM JKH

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

09/22/10

SEM

3.30

525.00

$1,732.50

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

SEM SEM

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

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

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

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

Invoice number 91944

09/28/10 SEM

68773 00002 0.20

Page 7
525.00 $105.00

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

09/22/10 09/22/10 09/22/10 09/28/10 09/29/10 09/29/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10

SEM SEM SEM MBL SEM SEM SEM SEM SEM SEM LT

0.10 0.10 0.10 0.20 0.10 0.10 0.20 0.10 0.10 0.20 0.90

525.00 525.00 525.00 550.00 525.00 525.00 525.00 525.00 525.00 525.00 215.00

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

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

MBL JEO KPM

0.70 0.40 0.10

550.00 535.00 395.00

$385.00 $214.00 $39.50

Task Code Total

32.40

$17,073.50

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

Invoice number 91944

09/22/10 IDK

68773 00002

Page 8
0.30 750.00 $225.00

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

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

2.60 0.70 8.70

475.00 475.00

$1,235.00 $332.50 $3.977.0(

Task Code Total

Comp. of Prof./Others 09/01/10 09/09/10 09/09/10 09/09/10 09/12/10 09/14/10 09/15/10 09/15/10 09/16/10 09/16/10 09/18/10 09/20/10 09/21/10 09/22/10 09/24/10 09/24/10 09/24/10 09/25/10 09/28/10 09/28/10 KFF KFF KFF JEO KFF SEM KFF KFF KFF KFF KFF KFF SEM KFF SEM JEO MM KFF JEO MM Revise Notice of 4th Quarter fee hearing and exhibit chart Prepare July fee application for Schully fore-filing and service, including drafting Notice and Affidavit of Service Draft certification of no objection for Schullys July fees Review Schully July 2010 fee app Draft chart for 5th quarter fee hearing Email communications with Marie lee and Kathe Finlayson regarding filing of Rutans 17th monthly Prepare Rutans July fee application fore-filing and service, including drafting affidavit of service Draft certification of no objection for Rutans July fees Prepare Rutans August fee application fore-filing and service, including drafting affidvit of service Draft certification of no objection for Rutans August fees Draft fee portion of agenda for 5th quarter fees, including organizing documents for hearing binders Update exhibit chart for proposed order for 4th quarter fees to reflect additional fee auditor reports filed Forwarding the Fee Auditors Final reports on 4th Interim Fee Apps to various professionals Revise proposed omnibus order and agenda for fourth quarterly fee applications Email exchange with James ONeill regarding the Notice
of the Fee App Hearing

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

225.00 225.00 225.00 535.00 225.00 525.00 225.00 225.00 225,00 225.00 225.00 225.00 525.00 225.00 525,00 535.00 225.00 225.00 535.00 225.00

$90.00 $202.50 $112.50 $107.00 $180.00 $52.50 $202.50 $112.50 $180.00 $1 12.50 $180.00 $135.00 $52.50 $112.50 $52.50 $214.00 $90.00 $292.50 $160.50 $90.00

Finalize fee notice for October 12, 20 10 hearing Finalize, file, and perfect service of omnibus notice of fee hearing Update 4th & 5th quarter fee charts and agendas Review status of fee order Email from Zolfo Cooper re fee auditor final report and COC re Zolfo Cooper 4th iterim fee application (.1); coordinate filing and service re same (3)

Task Code Total

10.50

$2,731.50

Financial Filings IB1IOJ

Invoice number 91944

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

68773 00002

Page 9
0.30 0.10 0.10 0.60 535.00 395.00 395.00 225.00 $160.50 $39.50 $39.50 $135.00

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

Task Code Total

1.10

$374.50

General Business Advice 1B4101 09/10/10 IDK 09/17/10 IDK Emails with Laura M re budget and my estimate for fees and brief review of same. E-mails with client re memo and documents to Board re budget status and distribution status 0.30 0.20 750.00 750.00 $225.00 $150.00

Task Code Total

0.50

$375.00

Litigation (Non-Bankruptcy) 09/01/10 IDK Emails with client and Austin re need for further information re Cypress action and timing of noticing plaintiff. Finalize correspondence to plaintiffs re Cypress litigation and re bar date and plan confirmation (3); Emails with client re same and a 3d plaintiff (.2). E-mails with Austin office, counsel to Company re Cypress litigation re new information, compare to prior information, and need for new information, and review of same (.4); E-mails with client re same (.1) E-mails with Gerry re Cypress litigation E-mails with attorneys and client re various state court litigation. E-mails with G. Downing re need for new letter to Cypress plaintiff with Greek lettering-address (.2). Review letter to Cypress plaintiff and address issue and execute same 0.30 750.00 $225.00

09/13/10

IDK

0.50

750.00

$375.00

09/14/10

IDK

0.50

750.00

$375.00

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

JDK IDK IDK IDK

0.10 0.10 0.20 0.20

750.00 750.00 750.00 750.00

$75.00 $75.00 $150.00 $150.00

Task Code Total

1.90

$1,425.00

Plan & Disclosure Stmt. 1B3201 09/01/10 SEM Email communications with Katie Nownes of Omni, Shawn Quinlivan and Max Litvak regarding the service of the solicitation package Attn. to service of the solicitation packages 0.10 525.00 $52.50

09/01/10 SEM

1.20

525.00

$630.00

Invoice number 91944

09/01/10 09/01/10 09/02/10 09/02/10 09/02/10 09/02/10 MBL

68773 00002 0.20 3.60 0.10 0.10 0.10 0.10 550.00 225.00 525.00 525.00 525.00 525.00

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

SAQ
SEM SEM SEM SEM

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

09/02/10

SEM

0.10

525.00

$52.50

09/02/10 09/03/10

SAQ KFF

0.70 0.60

225.00 225.00

$157.50 $135.00

09/07/10

IDK

0.30

750.00

$225.00

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

SEM SEM MBL RMS IDK MBL KFF KFF SEM

0.10 0.10 0.20 1.50 0.20 0.20 0.40 0.40 0.10

525.00 525.00 550.00 495.00 750.00 550.00 225.00 225.00 525.00

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

09/10/10

SEM

0.10

525.00

$52.50

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

JKH RMS DJB IDK

0.20 0.10 1.50 0.70

650.00 495.00 695.00 750.00

$130.00 $49.50 $1,042.50 $525.00

Invoice number 91944

68773 00002

Page 11

09/13/10 09/13/10

JKH KFF

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

0.10 0.40

650.00 225.00

$65.00 $90.00

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

SEM MBL MBL JEO

0.10 1.70 1.00 0.20 0.20 0.20 0.20 1.10 0.30

525.00 550.00 550.00 535.00 495.00 495.00 495.00 495.00 495.00

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

RMS
RMS RMS RMS RMS

09/14/10 09/14/10

DJB IDK

0.50 0.30

695.00 750.00

$347.50 $225.00

09/14/10

JKH

0.80

650.00

$520.00

09/14/10 09/14/10 09/14/10 09/14/10 09/14110 09/14/10 09/14/10 09/14/10

KFF SEM SEM MBL MBL MBL RMS SAQ

0.80 0.20 0.10 0.30 0.50 0.40 0.30 0.40

225.00 525.00 525.00 550.00 550.00 550.00 495.00 225.00

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

Invoice number 91944

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

68773 00002

Page 12
2.00 3.00 0.20 1.20 695.00 695.00 750.00 650.00 $1,390.00 $2,085.00 $150.00 $780.00

Revise plan to reflect corporate and LLC mechanics. E-mails with attorneys re plan issues and new language from CIPL re confirmation Preparation for, conference call with Tywoniuk and Kuritz regarding Union documents requests, response issues (3); review Alaska tax documents (3); emails from, to Tywoniuk, Crichlow regarding scheduling Tywoniuk deposition (.2). En,ails with D. Barton re plan issues, Review Union/CIPL insert; revise insert. Telephone conference and e-mails with M. Litvak, others re confirmation hearing coordination and Union discovery Review plan/disclosure documents regarding privileged documents and telephone conferences, emails Wang regarding production of same (1.4); review business interruption documents (.5); emails, telephone conferences with Max B. Litvak, Tywoniuk, Crichlow regarding scheduling deposition, amended notice of same (.4). Calls with G. Tywoniuk and 1. Kharasch re plan issues. Review D. Barton revisions to plan. Emailed Union depo notice to J Hunter Review of critical dates memorandum (0.1) and related email exchange with M Litvak regarding objection / response dates for plan confirmation (0.1) E-mails with attorneys re more proposed plan changes by various creditors (.2). Telephone conference with Wang regarding Union document production issues (.2); emails Crichiow, Elder regarding same (.2); emails, office conference with Mary de Leon regarding travel for Tywoniuk deposition (.2). Review Union/CIPL revised insert; emails re same. Review of Forest Oil objection to Disclosure Statement (related to plan confirmation) Review of Union objection to Disclosure Statement (related to plan confirmation) Research for response to expected confirmation objection of Forest Oil (based on objection to Disclosure Statement) and review of docket items for response Telephone conference with M. Litvak re revisions to plan. Telephone conferences, email Elder regarding Union documents and complete service of same. Emails with R. Saunders re Forest Oil issues. Review of Forest Oil materials and emailed Max regarding potential objection to confirmation (detailed email). Research for response to expected Union objection to confirmation Email exchange with G Tywoniuk regarding Forest Oils expected objection to confirmation Email exchange with M Litvak regarding Forest Oils expected objection to confirmation

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

MBL MBL IDK

0.10 0.30 0.30 2.30

550.00 550.00 750.00 650.00

$55.00 $165.00 $225.00 $1,495.00

JKH

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

MBL MBL RMS RMS

0.40 0.30 0.10 0.20

550.00 550.00 495.00 495.00

$220.00 $165.00 $49.50 $99.00

09/20/10 09/20/10

IDK JKH

0.20 0.60

750.00 650.00

$150.00 $390.00

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

MBL RMS RMS RMS

0.20 0.40 0.40 2.50

550.00 495.00 495.00 495.00

$110.00 $198.00 $198.00 $1,237.50

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

DJB JKI-1 MBL RMS RMS RMS RMS

0.20 0.40 0.30 1.00 1.00 0.20 0.20

695.00 650.00 550.00 495.00 495.00 495.00 495.00

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

Invoice number 91944

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

68773 00002

Page 13
0.20 1.20 495.00 495.00 $99.00 $594.00

Voicemail to J Lewin of Skadden regarding Forest Oil and related email exchange Review of Beta Sale Order, Final DIP Financing Order, proposed Plan and related materials regarding contentions of Forest Oil (for response to expected confirmation objection) Additional work for response to expected confirmation objection from Union, including review of Alaska law Telephone conference with M. Litvak re plan. Emails from, to Max B. Litvak regarding Alaska stipulation and review same in preparation for Tywoniuk deposition (3); telephone call from Elder regarding Tywoniuk deposition, document production (.2); emails from, to Max B. Litvak, Carignan regarding Union documents (.2). Revise agenda and documents for confirmation hearing Call with D. Barton re plan revisions; follow up emails with R. Saunders re same. Email exchange with M Litvak regarding response to expected confirmation objections Email exchange with D Barton regarding dissolution of Debtors under chapter I plan Drafting response to expected objection to confirmation by Forest Oil, including review of relevant materials Email exchange with lenders counsel Jordan Litwin regarding Forest Oil Legal research re: Tax penalties postpetition. Telephone call with J. Dulic (McMillan) regarding plan ballots Draft email to James E. ONeill regarding McMillan plan ballots Draft email to Epiq regarding McMillan plan ballots Respond to R. Saunders re plan changes. Continued analysis of plan provisions re dissolution and potential liability of plan representative. Preparation for Tywoniuk deposition (1.4); emails from, to Marinuzzi regarding deposition timing (.1). Gathering information for the Plan confirmation brief (.6);Begin drafting brief(.5) Emails re dissolution issues. Email exchanges with D Barton and M Litvak regarding proposed revised plan terms on dissolution of Debtors Review of Union objection to Disclosure Statement and related materials for drafting response to expected confirmation objection Research regarding dissolution of LLCs and corporations Review of research regarding dissolution of LLCs and corporations and related materials (for plan purposes) Legal research re: Tax penalties postpetition. Draft emails to K. Nownes (Epiq) regarding McMillan

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

RMS DJB JKH

1.40 0.30 0.70

495.00 695.00 650.00

$693.00 $208.50 $455.00

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

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

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

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

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

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

RMS RMS LAF KPM

0.50 1.00 0.30 0.20

495.00 495.00 250.00 395.00

$247.50 $495.00 $75.00 $79.00

Invoice number 91944

ballot issue 09/23/10 09/24/10 09/24/10 KPM DJB 1DK

68773 00002

Page 14

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

0.20 3.30 0.40

395.00 695.00 750.00

$79.00 $2,293.50 $300.00

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

JKH MBL MBL MBL JEO RMS RMS RMS RMS RMS

3.40 0.50 0.50 0,50 0.40 0.10 0.50 2.40 0.20 0.30

650.00 550.00 550.00 550.00 535.00 495.00 495.00 495.00 495.00 495.00

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

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

RMS RMS RMS SEM

0.70 0.60 2.40 9.40

495.00 495.00 495.00 525.00

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

09/27/10 09/27/10

IDK JKH

0.30 0.30

750.00 650.00

$225.00 $195.00

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

SEM SEM SEM MBL JEO RMS

0.10 0.10 0.10 0.10 0.50 6.40

525.00 525.00 525.00 550.00 535.00 495.00

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

Invoice number 91944

68773 00002

Page 15

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

09/28/10

JKH

0.40

650.00

$260.00

09/28/10

SEM

0.10

525.00

$52.50

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

MEL MBL MBL MBL MBL MBL MBL RMS

0.50 0.70 0.70 0.50 0.50 0.20 0.40 1.30

550.00 550.00 550.00 550.00 550.00 550.00 550.00 495.00

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

09/28/10 09/28/10

RMS RMS

0.50 1.10

495.00 495.00

$247.50 $544.50

09/28/10 09/29/10

RMS IDK

0.90 0.90

495.00 750.00

$445.50 $675.00

09/29/10

IDK

0.20

750.00

$150.00

Invoice number 91944

68773 00002

Page 16

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

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

SEM MBL MBL RMS RMS RMS RMS RMS RMS IDK

0.10 0.70

525.00 550.00 550.00 495.00 495.00 495.00 495.00 495.00 495.00 750.00

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

0.50
4.20 2.10 1.50 2.30 0.10 0.10 1.70

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

JKH SEM MBL MBL MBL JEO RMS RMS RMS RMS

0.10 0.10 0.90 0.50 0.30 0.20 2.40 0.30 0.80 1.90 127.20

650.00 525.00 550.00 550.00 550.00 535.00 495.00 495.00 495.00 495.00

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

Task Code Total

Ret. of Prof./Other

Invoice number 91944

09/27/10 SEM

68773 00002 0.20 525.00

Page 17
$105.00

09/27/10 09/28/10

SEM SEM

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

0.10 0.10

525.00 525.00

$52.50 $52.50

Task Code Total

0.40

$210.00

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

09/23/10 09/24/10

JKH JKH

Task Code Total

10.00

$3,250.00

Total professional services: Costs Advanced:

08/24/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 AT PAC RE RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 R.E2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2

218.90

$106,068.50

Auto Travel Expense [E109] Eagle Transportation Service, Inv. 23916296, PSZJ-PHL Airport, M. Kliemann 68773.00002 PACER Charges for 09-01-10 (AGR 19852 @0.10 PER PG) SCAN/COPY (2 @0.10 PER PG) SCAN/COPY (4 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (5 @0.10 PER P0) SCAN/COPY (6 @0.10 PER PG) SCAN/COPY (2 @0.10 PER PG) SCAN/COPY(23 @0.10 PER P0) SCAN/COPY (25 @0.10 PER PG) SCAN/COPY (3 @0.10 PER P0) SCAN/COPY (2 @0.10 PER PG) SCAN/COPY 8 @0.10 PER P0)
(

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

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

Invoice number 91944

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

68773

00002

Page 18
$0.90 $0.10 $6.60 $7.20 $6.72 $1.20 $2.20 $0.60 $6.48 $5.00 $4.16 $52.50 $2.00 $21.80 $171.00 $5.00 $2.32 $58.77 $2.70 $21.30 $17.92 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.90 $0.10 $0.10 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.20

SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (66 @0.10 PER PG) SCAN/COPY (72 @0.10 PER P0) 68773 .00002 PACER Charges for 09-02-10 SCAN/COPY (12 @0.10 PER PG) SCAN/COPY (22 @0.10 PER P0) SCAN/COPY (6 @0.10 PER PG) 68773.00002 TriState Courier Charges for 09-03-10 68773.00002 TriState Courier Charges for 09-03-10 68773.00002 Postage Charges for 09-03-10 68773 .00002 Postage Charges for 09-03-10 (CORR 20 @0.10 PER P0) (218@0.IO PER PG) 68773.00002 TriState Courier Charges for 09-07-10 68773.00002 TriState Courier Charges for 09-07-10 68773.00002 PACER Charges for 09-07-10 68773.00002 :Postage Charges for 09-07-10 (DOC 27 @0.10 PER P0) (213 @0.10 PER P0) 68773.00002 PACER Charges for 09-08-10 SCAN/COPY 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER P0)
(

SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY( 1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER P0)
(

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PC) SCAN/COPY (1 @0.10 PER PC) SCAN/COPY (2 @0.10 PER P0)

Invoice number 91944

09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09108/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09108/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 RE2 RE2 R.E2 RE2 RE2 RE2 RE2 R.E2 RE2 RE2 RE2 R.E2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RB2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 R.E2

68773

00002

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

SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY 9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY 9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0,10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0)
( ( (

Invoice number 91944

09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/09/2010 09/09/2010 09/09/2010 09/09/2010 09/10/2010 09/10/2010 09/10/2010 09/10/2010 09/12/2010 09/13/2010 09/13/2010 09/13/2010 09/13/2010 09/13/2010 09/13/2010 09/14/2010 09/14/2010 09/14/2010 09/15/2010 09/15/2010 09/15/2010 RE2 RE2 RE2 RE2 RE2 RE2 R.E2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 DC DC P0 RE DC DC P0 RE PAC PAC RE RE RE2 RE2 WL CC PAC RE2 DC DC DH

68773

00002

Page 20
$0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $5.00 $27.00 $7.80 $25.60
$5.74

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER P0)
(

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER P0)

(

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY( 1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY
(

9 @0.10 PER P0)

68773 .00002 TriState Courier Charges for 09-09-10 68773.00002 TriState Courier Charges for 09-09-10 68773.00002 Postage Charges for 09-09-10 (256 @0.10 PER PG) 68773.00002 TriState Courier Charges for 09-10-10 68773.00002 TriState Courier Charges for 09-10-10 68773.00002 :Postage Charges for 09-10-10 (429 @0.10 PER P0) 68773.00002 PACER Charges for 09-12-10 68773.00002 PACER Charges for 09-13-10 (9@0.10 PER P0) (CORR 28 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-13-10
Conference Call [E105] AT&T Conference Call, MBL

$27.00
$10.35

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

68773.00002 PACER Charges for 09-14-10 SCAN/COPY (34 @0.10 PER P0) 68773.00002 TriState Courier Charges for 09-15-10 68773.00002 TriState Courier Charges for 09-15-10 68773.00002 DHL Worldwide Express Charges for 09-15-10

Invoice number 91944

09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/16/2010 09/16/2010 09/16/2010 09/16/2010 09/16/2010 09/17/2010 09/17/2010 09/20/2010 09/20/2010 09/20/2010 09121/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 DH PAC P0 P0 RE RE RE2 DC DC RE RE2 RE2 PAC RE PAC RE2 WL OS OS PAC RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2

68773 00002 68773.00002 DHL Worldwide Express Charges for 09-15-10 68773.00002 PACER Charges for 09-15-10 68773.00002 Postage Charges for 09-15-10 68773.00002 :Postage Charges for 09-15-10 (2804 @0.10 PER PG) (424 @0.10 PER P0) SCAN/COPY (30 @0.10 PER P0) 68773.00002 TriState Courier Charges for 09-16-10 68773.00002 TriState Courier Charges for 09-16-10 (388 @0.10 PER P0) SCAN/COPY (69 @0.10 PER P0) SCAN/COPY (27 @0.10 PER P0) 68773.00002 PACER Charges for 09-17-10 (3 @0.10 PER P0) 68773.00002 PACER Charges for 09-20-10 SCAN/COPY (32 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-20-10 Digital Legal Services, 2088 copies Digital Legal Services, postage 68773.00002 PACER Charges for 09-21-10 SCAN/COPY (40 @0.10 PER P0) SCAN/COPY( 68 @0.10 PER PG) SCAN/COPY(42 @0.10 PER PG) SCAN/COPY (67 @0.10 PER P0) SCAN/COPY (68 @0.10 PER P0) SCAN/COPY (3 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (4 @0.10 PER P0) SCAN/COPY 8 @0.10 PER PG) SCAN/COPY (5 @0.10 PER P0) SCAN/COPY (16 @0.10 PER P0) SCAN/COPY (4 @0.10 PER P0) SCAN/COPY (22 @0.10 PER PG) SCAN/COPY (6 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (7 @0.10 PER P0) SCAN/COPY (2 @0.10 PER PG) SCAN/COPY (23 @0.10 PER P0) SCAN/COPY (25 @0.10 PER P0) SCAN/COPY (3 @0.10 PER PG)
(

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

Invoice number 91944

09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/2212010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/23/2010 09/23/2010 09/23/2030 09/23/2010 09/23/2010 09/23/2010 09/23/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 WL AF PAC RE RE2 RE2 RE2 RE2 RE2 RE2 TE WL AF PAC RE RE2 RE2 WL WL AP AT BM CC P0 P0 RE

68773 00002

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

SCAN/COPY (2 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY( 5 @0.10 PER P0) SCAN/COPY (66 @0.10 PER P0) SCAN/COPY (69 @0.10 PER PG) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY(22 @0.10 PER PG) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY( 14 @0.10 PER PG) SCAN/COPY( 11 @0.10 PER P0) SCAN/COPY (6 @0.10 PER P0) SCAN/COPY (60 @0.10 PER P0) SCAN/COPY (15 @0.10 PER PG) SCAN/COPY (57 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-21-10 Air Fare [El 101 U.S. Airways, LAX/PHil/LAX, Coach for 10/10 trip, Tkt. 0377922844, IDK 68773.00002 PACER Charges for 09-22-10 (CORR 30 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (33 @0.10 PER P0) SCAN/COPY (30 @0.10 PER P0) SCAN/COPY (33 @0.10 PER P0) SCAN/COPY (30 @0.10 PER PG) Travel Expense [El 10] Travel Agency Fee, IDK 68773.00002 Westlaw Charges for 09-22-10 Air Fare [El 101 American Airlines, LAX/JFK (rt) Tkt # AA7922257535, JKTH 68773.00002 PACER Charges for 09-23-10 (15 @0.10 PER PG) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-23-10 68773.00002 Westlaw Charges for 09-23-0 LAX Parking, JKTFI Auto Travel Expense [E 109) Taxi fare from NYC to JFK, JKTH Business Meal [El 11] Working meals at JFK Airport, JKTH Conference Call [E105] AT&T Conference Call, RMS 68773,00002 :Postage Charges for 09-24-10 68773.00002 :Postage Charges for 09-24-10 (12 @0.10 PER P0)

Invoice number 91944

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

68773

00002

Page 23
$93.50 $253.12 $1.12 $0.20 $7.92 $1,372.06 $2.56 $2.40 $3.90 $217.73 $37.71 $6.83 $27.00 $10.33 $10.33 $12.88 $4.40 $2.48 $44.00 $7.20 $2.30 $230.58 $1,163.90 $5.74 $45.00 $32.16 $13.75 $2.40 $1.90 $11.20 $36.00 $75.20 $60.00 $851.36 $5.74 $163.14 $9.76 $59.78 $3.10 $91.60 $2.40 $53735

(935 @0.10 PER PG) 68773.00002 Westlaw Charges for 09-24-10 68773.00002 PACER Charges for 09-25-10 (2 @0.10 PER PG) 68773.00002 PACER Charges for 09-26-10 68773.00002 Westlaw Charges for 09-26-10 68773.00002 PACER Charges for 09-27-10 (24 @0.10 PER PG) (39@O.IO PER PG) 68773.00002 Westlaw Charges for 09-27-10 68773.00002 Westlaw Charges for 09-27-10 68773.00002 TriState Courier Charges for 09-28-10 68773.00002 InState Courier Charges for 09-28-10 68773.00002 FedEx Charges for 09-28-10 68773.00002 FedEx Charges for 09-28-10 68773.00002 PACER Charges for 09-28-10 68773.00002 :Postage Charges for 09-28-10 68773.00002 :Postage Charges for 09-28-10 68773.00002 :Postage Charges for 09-28-10 (72 @0.10 PER PG) (23 @0.10 PER PG) 68773.00002 Westlaw Charges for 09-28-10 Air Fare [El 101 Continental Airlines, Philly/HoustonlSF0, Tkt 0057922257725, MBL 68773,00002 TriState Courier Charges for 09-29-10 68773.00002 TriState Courier Charges for 09-29-10 68773.00002 PACER Charges for 09-29-10 68773.00002 :Postage Charges for 09-29-10 Reproduction Expense. [E101] 24 pgs, WLR Reproduction Expense. [El 01119 pgs, WLR (112@0.IO PER PG) (360 @0.10 PER PG) (752@OIO PER PG) Travel Expense [El 10] Travel Agency Fee, MBL 68773.00002 Westlaw Charges for 09-29-10 68773.00002 TriState Courier Charges for 09-30-10 68773.00002 Lexis Charges for 09-30-10 68773.00002 PACER Charges for 09-30-10 68773.00002 :Postage Charges for 09-30-10 68773.00002 :Postage Charges for 09-30-10 (916@0.IO PER PG) SCAN/COPY (24 @0.10 PER PG) 68773.00002 Westlaw Charges for 09-30-10

RE
RE TE WL DC LN PAC P0 P0 RE RE2 WL

Invoice number 91944

68773 00002

Page 24

Total Expenses:

$14,517.15

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

Net current charges

Net balance forward

$120,585.65
$201,168.36

Total balance now due ARP AWC

BMK

$321,754.01
2.60 0.60 0.50 0.90 3.40 17.30 0.80 12.00 3.70 10.00 15.80 24.20 3.90 1.10 0.30 0.90 23.70 1.40 53.80 4.70 32.70 4.60 218.90 115.00 675.00 125.00 205.00 115.00 695.00 150.00 750.00 535.00 325.00 650.00 225.00 395.00 250.00 795.00 215.00 550.00 225.00 495.00 225.00 525.00 475.00 $299.00 $405.00 $62.50 $184.50 $391.00 $12,023.50 $120.00 $9,000.00 $1,979.50 $3,250.00 $10,270.00 $5,445.00 $1,540.50 $275.00 $238.50 $193.50 $13,035.00 $315.00 $26,631.00 $1,057.50 $17,167.50 $2,185.00 $106,068.50

Paul, Andrea R. Caine, Andrew W. Koveleski, Beatrice M. Knotts, Cheryl

CAK CJB DJB DKW IDK JEO JKH JKH KFF KPM LAF LDJ LT MBL MM RMS SAQ SEM WLR

A.

Bouzoukis, Charles J. Barton, David J. Whaley, Dina K. Kharasch, Ira D. ONeill, James E. Hunter, James K. T. Hunter, James K. T. Finalyson, Kathe F. Makowski, Kathleen P. Forrester, Leslie A. Jones, Laura Davis Tuschak, Louise R. Litvak, Maxim B. Molitor, Monica Saunders, Robert M. Quinlivan, Shawn A. McFarland, Scotta E. Ramseyer, William L.

Invoice number 91944

68773 00002

Page 25

Task Code Summary

Hours Amount

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

Asset Analysis/Recovery[B120] Asset Disposition [B130] Bankruptcy Litigation [L430} Case Administration [BI 10] Claims Admin/Objections[B3 10] Compensation Prof. [B160] Comp. of Prof./Others Financial Filings [BI 101 General Business Advice [B410] Litigation (Non-Bankruptcy) Plan & Disclosure Stmt. [B320] Ret. of Prof /Other Travel

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

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

Air Fare [El 10] Airport Parking Auto Travel Expense [E109] Working Meals [El Conference Call [E105] Delivery/Courier Service DHL- Worldwide Express Federal Express [E108] Lexis/Nexis- Legal Research [E Outside Services Pacer - Court Research Postage [E108] Reproduction Expense [E101] Reproduction/ Scan Copy Travel Expense [El 10] Westlaw - Legal Research [E106

Expense Code Summary

$4,027.10 $41.00 $139.60 $40.67 $8.55 $384.01 $28.32 $20.66 $163.14 $343.45 $200.40 $377.13 $2,800.60 $184.00 $105.00 $5,653.52 $14,517.15

EXHIBIT B

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. ) ) ) ) ) Chapter 11 Case No. 0910785 (KJC) (Jointly Administered)

Objection Deadline: January 10, 2011 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

TWENTIETH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI SlANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM OCTOBER 1, 2010 THROUGH OCTOBER 31, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a:
...& monthly

Pachuiski Stang Ziehi & Jones LLP Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about April 9, 2009 October 1, 2010 through October 31, 2010 2 $96,412.00 $10,603.57 - final application.

interim

The total time expended for fee application preparation is approximately 4.0 hours and the corresponding compensation requested is approximately $2,000.00.
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 This Application may include time expended before the time period indicated above that has not been included in any prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.

68773-002\DOCSDE: 165892.

DocKE#zIa :;

PRIOR APPLICATIONS FILED Date Filed

05/01/09 05/29/09 06/30/09 07/31/09 08/20/09 09/29/09 11/03/09 12/02/09 01/04/10 01/28/10 03/18/10 04/01/10 04/26/10 06/10/10 07/09/10 08/05/10 09/10/10 10/26/10 11/23/10

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

Requested Fees
$234,144.00 $365,058.00 $297,320.50 $350,713.25 $424,811.50 $453,736.50 $249,390.50 $200,491.00 $197,345.50 $184,044.50 $61,467.00 $ 99,733.00 $188,375.50 $127,266.00 $ 56,698.50 $ 99,388.50 $ 61,909.00 $ 84,230.00 $106,068.50

Requested Expenses
$18,780.98 $26,269.46 $14,711.11 $13,267.86 $89,233.51 $48,870.41 $25,996.88 $19,661.77 $19,289.90 $10,295.19 $15,047.86 $ 8,694.41 $15,791.77 $ 7,664.48 $ 7,390.80 $ 6,427.67 $ 5,334.50 $15,304.38 $14,517.15

Approved Fees
$234,144.00 $365,058.00 $297,320.50 $350,713.25 $424,811.50 $ 453,736.50 $249,390.50 $200,491.00 $197,345.50 $183,434.50 5 $ 61,467.00 $ 99,733.00 $150,700.40 $ 101,812.80 $ 45,358.80 $ 79,510.80 $ 49,527.20 $ 67,384.00 $ 84,854.80

Approved Expenses
$18,780.98 $ 26,269.46 $14,711.11 $ 6,019.74 $89,233.51 $ 48,870.41 $21,076.88 $19,661.77 $19,289.90 $ 9,117.856 $15,047.86 $ 8,694.41 $15,791.77 $ 7,664.48 $ 7,390.80 $ 6,427.67 $ 5,334.50 $15,304.38 $14,517.15

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

In the Courts Order approving quarterly fee applications for the Second Period, the Court approved $144,123.66 for expenses which reflects a reduction of $7,248.12. For the purposes of this application, we have noted the reduction in the first month of that period. In the Courts Order approving quarterly fee applications for the Third Period, the Court approved $60,028.55 for expenses which reflects a reduction of $4,920.00. For the purposes of this application, we have noted the reduction in the first month of that period. In the Courts Order approving quarterly fee applications for the Fourth Period, the Court approved $344,634.50 for fees which reflects a reduction of $6 10.00. For the purposes of this application, we have noted the reduction in the first month of that period. 6 In the Courts Order approving quarterly fee applications for the Fourth Period, the Court approved $32,860.12 for expenses which reflects a reduction of $1,177.34. For the purposes of this application, we have noted the reduction in the first month of that period.

68773-002\DOCS_DE:165892

PSZ&J PROFESSIONALS 7 Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner 1987; Member of CA Bar since 1982 Partner 2000; Member of CA Bar since 1981 Of Counsel 1988; Member of CA Bar since 1976 Partner 2004; Member of TX Bar since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA Bar since 1980 Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 Law Library Director 2003 Paralegal 2000 Paralegal 2008 I Paralegal 2000 Hourly Billing Rate (including Changes) $750.00 $375.00 $695.00 $650.00 $550.00 $275.00 $535.00 $525.00 $495.00 Total Hours Billed Total Compensation

Ira D. Kharasch David J. Barton James K.T. Hunter Maxim B. Litvak James E. ONeill Scotta E. McFarland Robert M. Saunders William L. Ramseyer Kathleen P. Makowski Leslie F. Forrester Kathe F. Finlayson Shawn A. Quinlivan Cheryl A. Knotts

22.10 7.00 0.30 2.50 47.90 4.00 8.00 12.70 39.30 3.60 7.60 4.60 44.30 1.10 0.80

$16,575.00 $ 2,625.00 $ 208.50

$ 1,625.00

$26,345.00 $ 1,100.00
$ 4,280.00 $ 6,667.50

$19,453.50
$ 1,710.00

$475.00 $395.00 $250.00 $225.00 $225.00 $205.00

$3,002.00
$ 1,150.00 $ 9,967.50 $ 247.50 $ 164.00

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

68773-002\DOCSDE: 165892.1

Name of Professional Individual

Di n a K. Whaley Sheryle L. Pitman Charles J. Bouzoukis Andrea R. Paul

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

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

Total Hours Billed

Total Compensation

0.80 1.00 0.80 8.30

$ $ $ $

120.00 125.00 92.00 954,50

Grand Total: $ 96,412.00 Total Hours: 216.70 Blended Rate: $ 444.91

COMPENSATION BY CATEGORY Project Categories Asset Analysis/Recovery Bankruptcy Litigation Case Administration Claims Admin/Objections Compensation of Professional Compensation of Prof/Others Disposition of Collateral Financial Filings General Business Advice Plan & Disclosure Statement Stay Litigation Travel Total Hours 0.60 18.60 16.10 50.80 7.90 10.10 2.30 2.20 1.40 95.10 0.60 11.00 Total Fees 315.00 $ $ 5,105.00 $ 2,459.50 $24,852.00 $ 3,263.50 $ 2,486.50 $ 1,348.00 591.00 $ $ 1,050.00 $50,919.50 297.00 $ $ 3,725.00

68773-002\DOCS_DE: 165892.1

EXPENSE SUMMARY Expense Category Auto Travel Expense Conference Call Delivery/Courier Service Express Mail Fax Transmittal Hotel Expense Outside Services Court Research Postage Reproduction Expense Reproduction/Scan Copy Transcript Legal Research Service Provide? (if applicable) Eagle Transportation; AMS Pacific Transportation CourtCa!l Tri state DilL Outgoing only Hotel DuPont Digital Legal Services Pacer US Mail Total Expenses $ 369.60 $ 102.00 $ 725.19 41.72 $ 1.00 $ $ 698.80 $1,522.54 $ 189.44 $ 872.64 $2,133.00 $ 270.10 $ 284.65 $3,392.89

Veritext NY Reporting; J&J Transcribers Westlaw

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

68773-002\DOCSDE: 165892.1

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

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

) )
)

Objection Deadline: January 10, 2011 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

TWENTIETH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM OCTOBER 1, 2010 THROUGH OCTOBER 31, 2010 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Courts "Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative Order"), Pachulski Stang Ziehi & Jones LLP ("PSZ&J" or the "Firm"), counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Twentieth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from October 1, 2010 through October 31, 2010 (the "Application").

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

68773-002\DOCS_DE 165892.

By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $96,412.00 and actual and necessary expenses in the amount of $10,603.57 for a total allowance of $107,015.57 and payment of $77,129.60 (80% of the allowed fees) and reimbursement of $10,603.57 (100% of the allowed expenses) for a total payment of $87,733.17 for the period October 1, 2010 through October 31, 2010 (the "Interim Period"). In support of this Application, PSZ&J respectfully represents as follows:
Background

On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

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

8773-002\DOCS_DE: 165892.1

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

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

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

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

68773-002\D005_DE: 165892.1

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

7.

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

These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of PSZ&Js knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. PSZ&Js time reports are initially handwritten by the attorney or paralegal performing the described services. The time reports are organized on a daily basis. PSZ&J is particularly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. PSZ&Js charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. PSZ&J has reduced its charges related to any non-working "travel time" to fifty percent (5 0%) of PSZ&Js standard hourly rate. To the extent it is feasible, PSZ&J professionals attempt to work during travel.

68773-002\DOCS_DE: 165892.1

Actual and Necessary Expenses

8.

A summary of actual and necessary expenses incurred by PSZ&J for the

Interim Period is attached hereto as part of Exhibit A. PSZ&J customarily charges $0. 10 per page for photocopying expenses related to cases, such as this one, arising in Delaware. PSZ&Js photocopying machines automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. PSZ&J summarizes each clients photocopying charges on a daily basis. 9. PSZ&J charges $1.00 per page for out-going facsimile transmissions.

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

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

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

68773-002\DOCSDE: 165892

Summary of Services Rendered

12.

The names of the partners and associates of PSZ&J who have rendered

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

preparation of various motions and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to various matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. PSZ&Js efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases.
Summary of Services by Project

14.

The services rendered by PSZ&J during the Interim Period can be grouped

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

68773-002\DOCS_DE:165892

A.

Asset Analysis and Recovery

15. regarding bond issues.

During the Interim Period, the Firm, among other things, performed work

Fees: $315.00;
B. Bankruptcy Litigation

Hours: 0.60

16.

During the Interim Period, the Firm, among other things: (1) performed

work regarding Agenda Notices and Hearing Binders; (2) prepared documents for hearings; (3) performed work regarding a settlement agreement; (4) performed work regarding the recovery of preferential transfers; and (5) corresponded and conferred regarding bankruptcy litigation matters. Fees: $5,105.00;
C. Case Administration

Hours: 18.60

IT

During the Interim Period, the Firm, among other things: (1) reviewed

documents and pleadings and forwarded them to the appropriate persons; (2) maintained document control; (3) maintained a memorandum of Critical Dates; and (4) prepared Hearing Binders. Fees: $2,459.50;
D.

Hours: 16.10

Claims Administration and Objections

18.

During the Interim Period, the Firm, among other things: (1) performed

work regarding a settlement in the General Petroleum matter; (2) performed work regarding a settlement in the Rosecrans matter; (3) performed work regarding a reply to Union Oils objection to the proposed settlement with the State of Alaska; (4) performed research;

68773-002\DOCSDE: 165892.1

(5) performed work regarding orders; (6) attended to tax issues; (7) performed work regarding a

motion to approve settlement in the Rosecrans matter; (8) performed work regarding exhibits; (9) attended to administrative claim issues; (10) attended to scheduling issues; (11) reviewed and analyzed claims and related documents; (12) performed work regarding the Kern County matter; (13) performed work regarding a motion to deem claims paid; (14) performed work regarding the Forest Oil claims; and (15) conferred and corresponded regarding claim issues. Fees: $24,852.00;
E.

Hours: 50.80

Compensation of Professionals

19.

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

During the Interim Period, the Firm, among other things: (1) drafted the Firms September 2010 monthly fee application; (2) performed work regarding the Firms July and August 2010 monthly fee applications; (3) attended to fee auditor issues; and (4) monitored the status and timing of fee applications. Fees: $3,263.50;
F.

Hours: 7.90

Compensation of Professionals--Others

20.

This category includes work related to the fee applications of

professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed work regarding Ordinary Course Professionals, and regarding the Schully and Rutan matters. Fees: $2,486.50; Hours: 10.10

68773.002\DOCSDE: 165892.1

G.

Disposition of Collateral

21

During the Interim Period, the Firm, among other things: (1) performed

work regarding the retention of Friedman Kaplan; (2) attended to objection issues; (3) attended to issues regarding a lender payment motion; and (4) corresponded and conferred regarding disposition of collateral issues. Fees: $1,348.00;
H. Financial Filings

Hours: 2.30

22.

This category includes work related to compliance with reporting

requirements. During the Interim Period, the Firm, among other things, performed work regarding Monthly Operating Reports. Fees: $591.00;
1. General Business Advice

Hours: 2.20

23.

This category includes work related to general business issues. During the

Interim Period, the Firm, among other things, attended to budget and environmental issues, and conferred and corresponded regarding case status issues. Fees: $1,050.00;
J.

Hours: 1.40

Plan and Disclosure Statement

24.

This category includes work related to Plan of Reorganization ("Plan")

and Disclosure Statement issues. During the Interim Period, the Firm, among other things: (1) attended to deposition transcript issues; (2) performed work regarding ballots; (3) performed work regarding a meet and confer; (4) performed work regarding a joint pretrial memorandum for confirmation hearing; (5) reviewed and analyzed objections; (6) performed work regarding a

68773-002\DOCS_DE: 165892,1

confirmation brief; (7) attended to issues regarding Forest Oils confirmation objection; (8) performed work regarding exhibits; (9) performed work regarding Agenda Notices and Hearing Binders; (10) reviewed and revised the Plan; (11) performed research; (12) performed work regarding a declaration in support of confirmation; (13) attended to distribution assignment issues; (14) performed work regarding the Baker Hughes objection; (15) performed work regarding a response to the Forest Oil objection; (16) reviewed and analyzed documents; (17) performed work regarding a confirmation order; (18) attended to notice issues; (19) attended to scheduling issues; (20) prepared for and attended a confirmation hearing on October 12, 2010; (2 1) performed work regarding a settlement term sheet relating to Union Oil; and (22) conferred and corresponded regarding Plan and Disclosure Statement issues. Fees: $50,919.50;
K. Stay Litigation 25.

Hours: 95.10

This category includes work related to the automatic stay and relief from

stay litigation. During the Interim Period, the Firm, among other things, attended to issues regarding the Aparicio matter. Fees: $297.00;
L. Travel

Hours: 0.60

26.

During the Interim Period, the Firm incurred non-working time while

traveling on case matters. Such time is billed at one-half the normal rate. Fees: $3,725.00; Hours: 11.00

68773-002\DOCSDE:165892.1

10

Valuation of Services 27. Attorneys and paraprofessionals of PSZ&J expended a total 216.70 hours

in connection with their representation of the Debtors during the Interim Period, as follows: Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner 1987; Member of CA Bar since 1982 Partner 2000; Member of CA Bar since 1981 Of Counsel 1988; Member of CA Bar since 1976 Partner 2004; Member of TX Bar since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA Bar since 1980 Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 Law Library Director 2003 Paralegal 2000 Paralegal 2008 Paralegal 2000 Hourly Billing Rate (including Changes) $750.00 $375.00 $695.00 $650.00
$550.00 $275.00

Total Hours Billed

Total Compensation

Ira D. Kharasch David J. Barton James K.T. Hunter Maxim B. Litvak James E. ONeill Scotta E. McFarland Robert M. Saunders William L. Ramseyer Kathleen P. Makowski Leslie F. Forrester Kathe F. Finlayson Shawn A. Quinlivan Cheryl A. Knotts

22.10 7.00 0.30 2.50 47.90 4.00 8.00 12.70 39.30 3.60 7.60 4.60 44.30 1.10 0.80

$16,575.00 $ 2,625.00 208.50 $

$

1,625,00

$26,345.00 $ 1,100.00
$

$535.00 $525.00 $495.00

4,280.00 6,667.50

$19,453.50 1,710.00 3,002.00 1,150.00 9,967,50 247.50 164.00

$475.00 $395.00 $250.00 $225.00 $225.00 $205.00

$ $

$ $ $ $

68773-002\DOCS_DE: 165892.1

11

Name of Professional Individual

Dina K. Whaley Sheryle L. Pitman Charles J. Bouzoukis Andrea R. Paul

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

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

Total Hours Billed

Total Compensation

0.80 1.00 0.80 8.30

$ $ $ $

120.00 125,00 92.00 954.50

Grand Total: $ 96,412.00 216.70 Total Hours: 444.91 Blended Rate: $ 28. The nature of work performed by these persons is fully set forth in

Exhibit A attached hereto. These are PSZ&Js normal hourly rates for work of this character. The reasonable value of the services rendered by PSZ&J for the Debtors during the Interim Period is $96,412.00. 29. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, PSZ&J has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, PSZ&J respectfully requests that, for the period October 1, 2010 through October 31, 2010, an interim allowance be made to PSZ&J for compensation in the amount of $96,412.00 and actual and necessary expenses in the amount of $10,603.57 for a total allowance of $107,015.57 and payment of $77,129.60 (80% of the allowed fees) and

68773-002\DOCS_DE: 165892.1

12

reimbursement of $10,603.57 (100% of the allowed expenses) be authorized for a total payment of $87,733.17 and for such other and further relief as this Court may deem just and proper. Dated: December

)7, 2010

G ZIEHL & JONES LLP

77y Yl

(9_c

auraDa-s (DE Bar No. 2436) Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Counsel for Debtors and Debtors in Possession

68773-002\DOCS_DE: 165892.1

13

VERIFICATION

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

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

lawyers and paraprofessionals of PSZ&J.

C)

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

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

Laura Davis Jones SWORN AND S before me this 720l0.

Notary Public My Commission

68773-002\DOCS_DE: 165892.1

EXHIBIT A

PACHULSKI STANG ZIEHL & JONES LLP

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

October 31, 2010 Invoice Number 92130 Gerry Tywoniuk 111 W. Ocean Blvd, ste. 1240 Long Beach, CA 90802
Balance forward as of last invoice, dated: September 30, 2010 Payments received since last invoice, last payment received -- December 3, 2010 Net balance forward Re: Post Petition

68773 00002

IDK

$321,754.01 $82,688.38

$239,065.63

Statement of Professional Services Rendered Through

10131/2010 Hours Rate Amount

Asset AnalysisfRecoverylBl 20

10/13/10 SEM 10/19/10 SEM 10/19/10 SEM

Telephone conference with Lynn Wolf regarding the Wyoming bond Email communications with Max Litvak regarding the Wyoming Bond Email communications with Lynn Wolf and Gerry Tywoniuk regarding the Wyoming bond

0.30 0.20 0.10

525.00 525.00 525.00

$157.50 $105.00 $52.50

Task Code Total

0.60

$315.00

Bankruptcy Litigation 1L4301

10105110 KFF 10/06/10 10/06/10 10/07/10 KPM MBL KFF

Draft service documents for agenda notice for October 12 hearing Review and respond to email from R. Saunders regarding local rules for filing replies Review/comment on agenda. Revise, finalize, e-file and serve agenda notice for October 12 hearing, including downloading additional documents and reviewing hearing binders Prepare Silver Points Reply, Appendix and Exhibits A through G in pdf and forward to Max Litvik as requested Work on agenda for October 12, 2010 Review and respond to emails from James E. ONeill regarding agenda for 10/12/10 hearing

0.80 0.10 0.20 1.80

225.00 395.00 550.00 225.00

$180.00 $39.50 $110.00 $405.00

10/07/10 10/07/10 10/07/10

KFF JEO KPM

0.90 0.60 0.30

225,00 535,00 395,00

$202.50 $321.00 $118.50

Invoice number 92130

10/07/10 10/07/10 10/07/10 10/08/10 10/09/10 KPM KPM MBL KFF KFF

68773 00002 0.30 0.30 0.20 0.80 2.30 395.00 395.00 550.00 225.00 225.00

Page 2
$118.50 $118.50 $110.00 $180.00 $517.50

10/11/10 10/11/10 10/12/10 10/12/10 10/19/10 10/23/10 10/25/10 10/26/10 10/26/10 10/26/10 10/27/10 10/27/10 10/28/10 10/29/10

KFF MBL KFF KPM RMS KFF KFF KFF KFF MBL KFF KFF KFF KFF

Draft emails to Kathe Fin layson regarding agenda for 10/12/10 hearing Draft emails to Maxim B. Litvak regarding approval to file 10/12/10 hearing agenda Emails re agenda. Draft amended agenda and service documents in connection with October 12 hearing Revise amended agenda, service documents and hearing binders, including preparing additions to binders for judge in connection with October 12 hearing Revise amended agenda and hearing binders for Oct. 12 hearing Emails rehearing issues. Revise, e-file and serve amended agenda for Oct. 12 hearing Draft email to Maxim B. Lityak and Ira D. Kharasch regarding press inquiry Review of critical dates memo Draft agenda for Nov. 3 hearing, including re-organizing documents for hearing binders Reorganize documents for Nov. 3 and Dec. 15 hearings Revise agenda notice for Nov. 3 hearing Revise agenda notice for Dec. 15 hearing Revisions to settlement agreement; emails re same. Update hearing notebooks for Nov. 3 hearing Draft service materials for Nov. 3 hearing Revise agenda and service documents in connection with November 3 hearing Revise agenda and service to include status conference for preference actions for Nov. 3 hearing

1.10 0.80 0.90 0.10 0.10 1.30 1.20 0.80 0.70 0.40 0,60 0.70 0.70 0.60

225.00 550.00 225.00 395.00 495.00 225.00 225.00 225.00 225.00 550.00 225.00 225.00 225.00 225.00

$247.50 $440.00 $202.50 $39.50 $49.50 $292.50 $270.00 $180.00 $157.50 $220.00 $135.00 $157.50 $157.50 $135.00

Task Code Total

18.60

$5,105.00

Case Administration IBI 101 10/04/10 10/05/10 10105110 10/05/10 10/06/10 10/06/10 10/07/10 10/07/10 10/07/10 KFF SLP ARP DKW ARP DKW CAK ARP DKW Review updated docket and recently filed documents and draft and circulate critical dates memo Prepare hearing binders. Prepare hearing notebook for hearing on 10/12/2010. Coordinate and distribute pending pleadings to clients and legal team. Prepare hearing notebook for hearing on 10/12/2010. Coordinate and distribute pending pleadings to clients and legal team. Review document and organize to file. Prepare hearing notebook for hearing on 10/12/2010. Coordinate and distribute pending pleadings to clients and legal team. 0.90 1.00 2.40 0,10 1.80 0.20 0.10 0.80 0.10 225,00 125.00 115.00 150.00 115.00 150.00 205.00 115.00 150.00 $202.50 $125.00 $276.00 $15.00 $207.00 $30.00 $20.50 $92.00 $15.00

Invoice number 92130

10/08/10 10/09/10 10115110 10/16/10 10/19/10 10/22/10 10/22/10 10/22/10 10/23/10 10/25/10 10/27/10 10/29/10 10/30/10 ARP KFF 0KW KFF 0KW KFF CJB DKW KFF DKW ARP AR.P KFF

68773 00002 1.00 0.80 0.10 0.80 0.10 0.80 0.80 0.10 0.50 0.10 1.70 0.60 1.30 115.00 225.00 150.00 225.00 150.00 225.00 115.00 150.00 225.00 150.00 115.00 115.00 225.00

Page 3
$115.00 $180.00 $15.00 $180.00 $15.00 $180.00 $92.00 $15.00 $112.50 $15.00 $195.50 $6900 $292.50

Prepare hearing notebook for hearing on 10/12/2010. Review updated docket and recently filed documents and draft critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Review updated docket and draft critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Review orders and correspondence among attorneys and draft critical dates memo Maintain document control. Coordinate and distribute pending pleadings to clients and legal team. Review updated docket and additional filed documents and draft critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Prepare hearing notebook for hearing on 11/3/2010. Prepare hearing notebook for hearing on 11/3/2010. Review updated docket and incoming pleadings and orders and draft critical dates memo

Task Code Total

16.10

$2,459.50

Claims Admin/ObjectionslB3101

10/01110 10104110 10105110 10105110 10105110 10105110

KPM JKH JKH RMS RMS RMS

10/05/10 10/06/10 10/06/10 10/06/10 10/07/10 10/07/10 10/07/10

RMS MBL MBL RMS MBL LAF MBL

Draft emails to James E. ONeill regarding status of General Petroleum stipulation Emails from Tywoniuk, to Scotta E. McFarland regarding preparation of Rosecrans 9019 motion. Emails to, from Scotta E. McFarland regarding preparation of Rosecrans 9019 motion. Email exchange with M Litvak regarding reply to Union objection to settlement with Alaska Drafting reply to Unions objection to settlement with Alaska, including Westlaw research and review of research Telephone conference with M Litvak regarding reply to Unions objection to settlement with Alaska, including Westlaw research and review of research Email to L Forrester regarding reply to Union objection to Alaska settlement Review objections to Alaska settlement. Call with L. Marinuzzi; emails re Alaska settlement. Email exchange with K Makowski regarding deadline for reply to Union objection to Alaska settlement Meet and confer with Union. Citecheck & edit Alaska stip. Review draft reply re Alaska settlement; emails/call with

0.20 0.10 0.10 0.30 9.40 0.30

395.00 650.00 650.00 495.00 495.00 495,00

$79.00 $65.00 $65.00 $148.50 $4,653.00 $148.50

0.10 0.80 0.40 0.10 0.40 0.50 0.40

495.00 550.00 550.00 495.00 550.00 250.00 550.00

$49.50 $440.00 $220.00 $49.50 $220.00 $125.00 $220.00

Invoice number 92130

68773 00002

Page 4

10/07/10 10/07/10 10/07/10

MBL R.MS RMS

10/07/10 10/07/10

RMS RMS

10/07/10 10/07/10

RMS RM S

10/07/10 10/07/10

RMS RMS

10/07/10 10/07/10

RMS RMS

10/07/10

KFF

10/07/10

RMS

10/08/10 10/08/10

LAF IDK

10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10

KFF KFF MBL MBL MBL JEO RMS

10/08/10

JKH

R. Saunders re same. Revisions to reply brief on Alaska settlement. Revision of Reply to Unions objection to Debtors settlement with the State of Alaska Telephone conference with M Litvak regarding Reply to Unions objection to Debtors settlement with the State of Alaska Docket research for Reply to Unions objection to Debtors settlement with the State of Alaska Second telephone conference with M Litvak regarding Reply to Unions objection to Debtors settlement with the State of Alaska Voicemail to M Litvak regarding Reply to Unions objection to Debtors settlement with the State of Alaska Westlaw research and review of research for Reply to Unions objection to Debtors settlement with the State of Alaska Read through of draft of Reply to Unions objection to Debtors settlement with the State of Alaska Third telephone conference with M Litvak regarding Reply to Unions objection to Debtors settlement with the State of Alaska Accumulation and email of various Union documents to M Litvak Email exchange with M Litvak regarding judicial notice for Reply to Unions objection to Debtors settlement with the State of Alaska Serve order approving stipulation resolving claims of General Petroleum, including drafting affidavit of service for e-filing with Court Email exchange with J Kuritz regarding State of Alaska tax credits (for Reply to Unions objection to Debtors settlement with the State of Alaska) Citecheck & edit Alaska stip. E-mails with State of Alaska, client and others reissues and objections to settlement motion and status of tax credit review and open items (.4); E-mails with attorneys and State of Alaska re our draft reply to objection re same (.5). Prepare service documents for Debtors Reply in Support of Alaska Claim Settlements Download Exhibits to Debtors Reply to Union Oils Objection to Alaska Settlement motion Revisions to Alaska settlement reply. Calls/emails re Alaska reply. Draft Tywoniuk declaration. Prepare reply to objection to Union Oil Email exchange with L Forrester regarding Reply to Unions objection to Debtors settlement with the State of Alaska Emails from Katz, Scotta E. McFarland regarding filing of Rosecrans 9019 motion.

4.50

4,40 0,20

550.00 495.00 495.00

$2,475.00 $2,178.00 $99.00

0.40 0.20

495.00 495.00

$198.00 $99.00

0.10 2.10

495.00 495.00

$49.50 $1,039.50

0.70 0.10

495.00 495.00

$346.50 $49.50

0.60 0.20

495,00 495.00

$297.00 $99.00

0.80

225.00

$180.00

0.20

495.00

$99.00

0.50 0.90

250.00 750.00

$125.00 $675.00

0.80 0.60 1.80 0.90 0.80 0.80 0.20

225.00 225.00 550.00 550.00 550.00 535.00 495.00

$180.00 $135.00 $990.00 $495.00 $440.00 $428.00 $99.00

0.10

650.00

$65.00

Invoice number 92130

10/08/10 KPM

68773 00002 0.20 395.00

Page 5
$79.00

Review and respond to emails from Maxim B. Lilvak regarding filing reply in support of Alaska settlement motion Draft emails to Kathe Finlayson and James E. ONeill regarding filing and service of reply to Alaska settlement motion Review of draft reply to Unions objection to Debtors settlement with the State of Alaska (0.3) and related email exchange with M Litvak (0.1) Coordinate replacement of image of one lease included in Exhibit to Debtors Reply to Objection of Union Oil re Alaska settlement with Court Emails, office conference with Sootta E. McFarland regarding Rosecrans stipulation (.1); review files regarding same (.1); emails Scotta E. McFarland, Katz regarding obtaining Word copy of stipulation (.2); email, office conference Scotta E. McFarland regarding merits section of 9019 motion (.4). Review and analysis of Stip between PERL and Rosecrans(.4);Conference with Jim Hunter re same (.2);Drafting Motion to approve the stip(3.2) Email communications with Jim Hunter regarding the Rosecrans stip Further email communications with Jim Hunter regarding the Rosecrans stip re its claims Conference with Jim Hunter regarding the ruling on the Union admin claim Review revised Tywoniuk declaration for Union Oil Company objection E-mails to attorneys redraft of Rosecranze settlement motion. Review and revise Rosecrans motion (.5); emails Scotta E. McFarland and Max B. Litvak regarding same. Revise Motion per comments(. ]);Draft order on same(.2);prepare Motion, order for filing(.3) Email communication with Max Litvak, Gerry Tywoniuk and Ira Kharasch regarding the Rosecrans stip Email exchange with James ONeill and Kitty Makowski regarding the filing and service of the Rosecrans motion Review and respond to emails from Scotta E. McFarland regarding motion to resolve Rosecrans claims Compile and execute motion to resolve Rosecrans claims Emails with client, others re bond claim related issues. Email communications with Max Litvak regarding the status of the claims objections for the next hearing Email exchange with Shawn Quinlivan regarding the status of the 3rd Motion to Deem claims paid Attn to resolving outstanding issues with claims objections Analysis of KERN County claims Review 3rd motion and order to deem claims paid and prepare email memo to S. McFarland re status of

10/08/10

KPM

0.20

395.00

$79.00

10/11/10

RMS

0.40

495.00

$198.00

10/12/10

KFF

0.70

225.00

$157.50

10/12/10

JKH

0.80

650.00

$520.00

10/12/10

SEM

3.80

525.00

$1,995.00

10/12/10 10/12/10 10/12/10 10/13/10 10/13/10 10/13/10 10/13/10 10/13/10 10/13/10 10/13/10 10/13/10 10/19/10 10/19/10 10/19/10 10/20/10 10/20/10 10/20/10

SEM SEM SEM JEO IDK JKH SEM SEM SEM KPM KPM IDK SEM SEM SEM SEM SAQ

0.10 0,30 0.10 0.20 0.20 0.60 0.60 0.10 0.20 0.30 0.20 0.20 0.10 0.10 0.10 0.80 0.40

525.00 525.00 525.00 535.00 750.00 650.00 525.00 525.00 525.00 395.00 395.00 750.00 525.00 525.00 525.00 525.00 225.00

$52.50 $157.50 $52.50 $107.00 $150.00 $390.00 $315.00 $52.50 $105.0 $118.50 $79.00 $150.00 $52.50 $52.50 $52.50 $420.00 $90.00

Invoice number 92130

68773 00002

Page 6

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

LAF SEM SEM SEM SEM SEM SEM SEM

unresolved claims Legal research re: Rev & Tax code section. Telephone conference with rep of Kern County re Kern County claims Telephone conference with attorney for Kern County regarding tax claims Telephone conferences with reps of Kern County re tax claims Email to Taxing Authority regarding the Kern County tax claim Email exchange with Jerri Bradley regarding the KERN county claim Email to James ONeill, Max Litvak and Kathy Finlayson regarding the hearing on the Kern County Claim Review withdrawal of objection to 3rd Motion to Deem claims paid re MMS and email to James ONeill re getting order entered on same Determining status of pending claim matters rehearing on Nov. 3rd Review all Forest Oil claims and objections thereto and prepare email memo to S. McFarland re status Review Kern County claim and respond to Max Litvak questions re same Review/comment on agenda and associated claims matters. Dealing with claims issues on the agenda for the hearing on Nov. 3 Email to Max Litvak regarding withdrawal of objections to Forest Oil claims at this juncture Emails to, from Scotta E, McFarland, from Max B. Litvak regarding non-opposition to Rosecrans motion (1). Draft certification of no objection for Motion to Approve Stipulation Resolving Claims of Rosecrans Energy Email communications with James ONeill regarding the CNO for Rosecrans E-file certification of no objection re approval of stipulation resolving claims of Rosecrans Energy

0.30 0.20 0.20 0.60 0.20 0.10 0.10 0.10

250.00 525.00 525.00 525.00 525.00 525.00 525.00 525.00

$75.00 $105.00 $105.00 $315.00 $105.00 $52.50 $52.50 $52.50

10/22/10 10/22/10 10/26/10 10/27/10 10/27/10 10/27/10 10/28/10 10/28/10 10/28/10 10/29/10

SEM SAQ SEM MBL SEM SEM JKH KFF SEM KFF

0.50 0.70 0.20 0.20 0.40 0.10 0.10 0.50 0.10 0.50

525.00 225.00 525,00 550.00 525.00 525.00 650.00 225.00 525.00 225.00

$262.50 $157.50 $105.00 $110.00 $210.00 $52.50 $65.00 $112.50 $52.50 $112.50

Task Code Total

50.80

$24,852.00

Compensation Prof. 1B1601

10/04/10 10/06/10 10/18/10 10/19/10 10/21/10

KFF CAK SEM SEM SEM

E-file certification of no objection for PSZ&Js July fees. Review and update August Fee Application. Email communications with Ira kharasch regarding the USTs response re May fees and call to Bill Cossitt re same Work on response to fee auditors initial report to PSZ&Js 5th Interim Fee App Conference wtih Ira Kharasch regarding PSZ&Js May fee app and the USTs issues with same

0.50 0.50 0.10 1.10 0.10

225.00 205.00 525.00 525.00 525.00

$112.50 $102.50 $52.50 $577.50 $52.50

Invoice number 92130

10/26/10 10/26/10 CAK IDK

68773 00002 0.20 0.40 205.00 750.00

Page 7
$41.00 $300.00

10/26/10 10/26/10 10/26/10 10/31/10 10/31/10

KFF KFF WLR WLR WLR

Coordination posting, filing and service of August Fee Application. Further revise Sept prebill, including communications with accounting re same and changes (3); emails with B. Ramseyer re same (.1). Prepare August fee application for PSZ&J fore-filing and service, including drafting Notice and affidavit of service Draft certification of no objection for PSZ&Js August fees Prepare Sept. 2010 fee application Prepare Sept. 2010 fee application Draft Sept. 2010 fee application

0.90 0.50 0.60 1.60 1.40

7.90

225.00 225.00 475.00 475.00 475.00

$202.50 $112.50 $285.00 $760.00 $665.00

$3,263.50

Task Code Total

Comp. of Prof./Others

10/01/10 10/05/10 10/05/10 10/06/10 10/07/10 10/11/10 10/13/10 10/14/10 10/14/10 10/18/10 10/19/10 10/23/10 10/25/10 10/31/10

KFF KFF JEO KFF KFF KFF KFF KFF KFF SEM SEM KFF KFF KFF

E-file certification of no objection for Schullys July fees Review and submit fee application binders to chambers Review draft of fee order and contact professionals regarding form of order E-file certification of no objection for Rutans July fees Prepare certification of counsel regarding 4th quarterly fees for e-filing and submission to chambers E-file certification of no objection for Rutans August fees Serve order approving 4th quarter fees, including drafting affidavit of service for e-filing with Court Prepare Rutans September fee application fore-filing and service, including drafting affidavit of service Draft certification of no objection for Rutans September fees Email exchange with Jennifer Kuritz regarding DM fees as an OCP Attn to assisting DM with fee app Update chart and fee portion of agenda for 5th quarter fees Prepare chart and fee portion of agenda for 6th quarter fees Update chart and agenda for 5th quarter fee hearing

0.50 0.50 0.40 0.50 0.70 0.50 0.70 0.80 0.50 0.10 0.20 1.80 1.30 1.60
10.10

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

$112.50 $112.50 $214.00 $112.50 $157.50 $112.50 $157.50 $180.00 $112.50 $52.50 $105.00 $405.00 $292.50 $360.00
$2,486.50

Task Code Total

Disposition of Collateral

10/06/10 SEM 10/07/10 RMS 10/07/10 IDK

Email communications with Gerry Tywoniuk regarding employment of firm re business interruption insurance Email exchange with K Finlayson regarding Silver Point adversary proceeding with Union Ernails with attorneys re issues and status and role of Friedman Kaplan and relationship to lenders and their

0.10 0.20 0.50

525.00 495.00 750.00

$52.50 $99.00 $375.00

Invoice number 92130

68773 00002

Page 8

10/07/10 10/07/10 10/07/10 10/07/10 10/19/10

SEM RMS RMS RMS SEM

10/21/10 10/28/10

JEO IDK

collateral, as well as with Friedman Kaplan and its issues. Email communications with Ira Kharasch regarding the employment of Friedman Kaplan Telephone conference with Kizzy of Friedman Kaplan regarding retention by Debtors Email exchange with M Litvak regarding Friedman Kaplan Email exchange with Kizzy Jarashow of Friedman Kaplan Telephone conference wtih Kate Pringle and Kizzy Jarashow re employment app for their firrn(.2);Email communications with Gerry Tywoniuk regarding payment of firm(.]) Review Union Oil supplemental objection to lender proceeds motion Emails with M. Lorick and lenders re issue of lender payment motion on Nov 3 (.2).

0.10 0.20 0.10 0.20 0.30

525.00 495,00 495.00 495,00 525.00

$52.50 $99.00 $49.50 $99.00 $157.50

0.40 0.20

535.00 750,00

$214.00 $150.00

Task Code Total

2.30

$1,348.00

Financial Filings IBIIOI 10/27/10 KFF Review docket for original Statement of Financial Affairs in connection with request for copies of attachments missing from amended Statement of Financial Affairs re Pacific Resources Prepare seven operating reports for September 2010 for e-filing and service, including drafting affidavit of service Review monthly operating report for September 2010 Draft emails to Scotta E. McFarland regarding request for copies of SOFAs 0.40 225.00 $90.00

10/27/10 KFF 10/27/10 JEO 10/27/10 KPM

1.40 0.20 0.20

225.00 535.00 395.00

$315.00 $107.00 $79.00

Task Code Total

2.20

$591.00

General Business Advice JB410) 10/11/10 1DK 10/18/10 IDK 10/25/10 IDK 10/25/10 IDK 10/26/10 IDK E-mails with client re information needed for budget and review related documents. Review correspondence from Kern County re environmental permit and forward to client. Review emails from client to Board re update on case and budget (.2). Emails with A. Johnson, shareholder re request for call on case history and non-recovery to equity (.2). Telephone conference with Alan Johnson, significant rep of equity, re history of the chapter 11 and how debt was created (.5). 0.30 0.20 0.20 0.20 0.50 750.00 750.00 750.00 750.00 750.00 $225.00 $150.00 $150.00 $150.00 $375.00

Task Code Total

1.40

$1,050.00

Invoice number 92130

68773 00002

Page 9

Plan & Disclosure Stmt, 113320J

10/01/10 10/01/10

DJB JKH

10/01/10 10/01/10 10/01/10 10/01/10 10/01/10 10/01/10 10/01/10

MBL MBL MBL MBL MBL RMS RMS

10/01/10 10/01/10 10/01/10

RMS RMS RMS

10/01/10 10/01/10 10/01/10

RMS RMS RMS

10/01/10

KMS

10/01/10 10/01/10

RMS RMS

10/01/10 10/03/10 10/03/10 10/03/10

RMS KFF RMS RMS

Interoffice conference with M. Litvak re plan. Telephone conference with Tywoniuk regarding deposition review, potential changes (3); review Tywoniuk deposition changes (.2). Meet and confer with Union re plan; follow up with 1. Kharasch and R. Saunders re same. Call/emails with R. Saunders re plan issues. Review/comment on ballot tabulation. Review Committee plan objection. Update parties in interest re plan status; revisions to plan. Telephone conference with M Litvak regarding joint pretrial memorandum for confirmation Drafted and sent ernails to counsel for Union and Forest Oil to schedule call to meet and confer on joint pretrial memorandum for confirmation hearing, and related email exchanges with counsel Additional drafting forjoint pretrial memorandum for confirmation hearing Preparation for meet and confer conference call with Unions counsel Participation on meet and confer conference call with Unions counsel regarding Unions objection to confirmation of Debtors plan as required by the disclosure statement order Telephone conference with M Litvak on next steps (call was after meet and confer call with Unions counsel) Revision of Forest Oil response insert to confirmation brief for M Litvaks comments Revision of Forest Oils portion of chart for joint pretrial memorandum to reflect M Litvaks comments to Forest Oil response insert to confirmation brief Email exchange with L Forrester regarding cite/quote checking and proofreading confirmation brief and joint pretrial memorandum Emailed copy of unreported case to M Litvak for confirmation brief. Drafting and revising section of confirmation brief on the response to Forest Oils confirmation objection, and related emails to M Litvak and L Forester Drafting joint pretrial memorandum chart exhibit and email to M Litvak and J ONeill Update agenda for October 12 hearing to include numerous objections to Plan Review ofjoint pretrial memorandum signatures blocks and email M Kulick Revising joint pretrial memorandum draft (0.3), including chart (exhibit) (0.7) and drafting inserts for confirmation brief (1.4) and related email exchange with M Litvak (0.2)

0.30 0.50

695.00 650.00

$208.50 $325.00

1.00 0.30 0,40 0.20 1.50 0.20 0.60

550.00 550.00 550.00 550.00 550.00 495.00 495.00

$550.00 $165.00 $220.00 $110.00 $825.00 $99.00 $297.00

0.40 0.30 0.50

495.00 495.00 495.00

$198.00 $148.50 $247.50

0.20 0.40 0.30

495.00 495.00 495.00

$99.00 $198.00 $148.50

0.20

495.00

$99.00

0.10 1.20

495.00 495.00

$49.50 $594.00

1.40 1.30 0.10 2.60

495.00 225.00 495.00 495.00

$693.00 $292.50 $49.50 $1,287.00

Invoice number 92130

10/04/10 10/04/10 10/04/10 10/04/10 10/04/10 10/04/10 10/04/10 10/04/10 10/04/10 10/04/10 10/04/10 LAF JKH MBL MBL MBL MBL MBL MBL MBL MBL RMS

68773 00002 0.50 0.20 0.90 0.50 0.80 0.20 4.30 2.50 0.40 0.70 0.10 250.00 650.00 550.00 550.00 550.00 550.00 550.00 550.00 550.00 550.00 495.00

Page 10
$125.00 $130.00 $495.00 $275.00 $440.00 $110.00 $2,365.00 $1,375.00 $220.00 $385.00 $49.50

10/04/10 10/04/10

RMS RMS

10/04/10

RMS

10/04/10 10104110 10/04/10

RSVIS RMS RMS

10/04/10 10/04/10 10/04/10

R.MS RMS RMS

10/04/10

RMS

10/04/10 10/05/10 10/05/10

RMS LAF IDK

10105110

KFF

Citecheck Forest Oil response. Email Tywoniuk deposition pages to Crichlow et al. Further revisions to plan. Meet and confer with Forest; emails re same. Call with I. Kharasch and client re plan issues. Call with J. Litwin re Senior Lender issues with plan. Work on confirmation brief. Work on joint pretrial memo and exhibit. Review/comrnenton voting tabulation. Emails re plan issues. Email exchange with J Litwin regarding reply to Union objection to confirmation and lenders brief for lender payment motion Preparation for conference call with client regarding confirmation preparation Conference call with client to prepare for responses to confirmation objections and confirmation hearing (G Tywoniuk, 3 Kuritiz, I Kharasch and M Litvak) Meet and confer conference call with Forest Oils counsel (Steve Abromowitz, Lance Mulhem and Curtis Miller for Forest and M Litvak of PSZ&J) Review of Forest Oil Note and related documents (factual research suggested by I Kharasch) Telephone conference with M Litvak regarding 0 Tywoniuk confirmation declaration Drafting confirmation declaration for G Tywoniuk (1.6) and related email exchange with M Litvak (0.1) and email to Tywoniuk for his review (0.1) Factual research regarding assignment of distributions by Lenders (1.1) and email to I Kharasch (0.2) Email exchange with M Litvak regarding lender call Review of Baker Hughes objection regarding claimed assumed contract (0.2), factual research on docket (0.4), and related emails to S McFarland (0.1) and J Kuritz (0.1) Two telephone conferences (0.2 each) with M Litvak regarding Forest Oil objection to confirmation and Debtors response Review of case law for response to Forest Oil objection to confirmation and related research on Westlaw Citecheck & edit confirmation brief and related documents. Emails with K. Finlayson, others re draft of agenda for confirmation and need for numerous changes, including review of same (.2); Emails with client and M. Litvak re lenders refusal to agree with partial resolution of Union objection re excluded interests (.2); Review further revised plan re comments from lenders (.2); Emails with lenders, client re further clarification on business interruption insurance issues re plan/assets/Union (.2); Review of revised confidentiality memo and related docs (.4). Revise confirmation hearing agenda, including organizing

0.30 0.90

495.00 495.00

$148.50 $445.50

0.40

495.00

$198.00

0.30 0.10 1.80

495.00 495.00 495.00

$148.50 $49.50 $891.00

1.30 0.10 0.80

495.00 495.00 495.00

$643.50 $49.50 $396.00

0.40

495.00

$198.00

1,10 2.80 1.20

495,00 250.00 750.00

$544.50 $700.00 $900.00

1.80

225.00

$405.00

Invoice number 92130

68773 00002

Page 11

10105110

KFF

10105110 10105110 10105110 10105110 10105110 10105110 10/05/10 10/05/10 10105110

MBL MBL MBL MBL MBL JEO JEO RMS RMS

10105110 10105110 10105110 10105110 10105110 10105110 10/05/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/06/10 10/07/10

R.MS RMS RMS RMS RMS KPM KPM KFF MBL MBL MBL MBL KPM KPM KPM KPM KPM KPM KPM IDK

additional documents for hearing binders Prepare Declaration of Tabulation of Ballots fore-filing and service, including drafting affidavit of service and special service list Review/revise confirmation brief. Work on Tywoniuk declaration. Revisions to joint pretrial memorandum; incorporate objector comments. Revisions to plan; prepare for filing. Emails/calls with objector re pretrial memo, plan issues. Review joint pre-trial statement regarding confirmation Review voting declaration Email exchange with M Litvak regarding todays confirmation filings Review of drafts of confirmation memorandum and joint pretrial memorandum (including attached chart) due for filing today Email exchange with L Forrester regarding cite checking todays filings Review of revised Tywoniuk declaration Review of redlined changes to joint pretrial memorandum and attached chart Review of emails from M Litvak to objecting parties regarding joint pretrial memorandum Email exchange with S McFarland regarding status of todays filings Prepare confirmation documents for filing and service Review and respond to email from James E. ONeill regarding filing voting affidavit Revise agenda notice and hearing binders for confirmation hearing October 12, 2010 Work on confirmation order; associated notice. Call with Union counsel; emails re same. Review Baker Hughes declaration; call with client re same. Call with A. Wirum re status. Draft notice of filing proposed confirmation order Draft emails to Kathe Finlayson regarding confirmation of documents sent to Chambers Review and respond to emails from Maxim B. Litvak regarding status of confirmation order Telephone call to Chambers regarding delivery of confirmation documents Draft emails to Chambers regarding time for confirmation hearing Draft emails to Maxim B. Litvak regarding time for confirmation hearing Address filing and service of revised confirmation order E-mils with attorneys re our filings today re confirmation and form of confirmation order and prep for hearing (.4);

1.10

225.00

$247.50

1.00 2.30 1.00 0.50 0.80 0.60 0.30 0.20 0.70

550.00 550.00 550.00 550.00 550.00 535.00 535.00 495.00 495.00

$550.00 $1,265.00 $550.00 $275.00 $440.00 $321.00 $160.50 $99.00 $346.50

0.20 0.20 0.10 0.20 0.10 3.50 0.10 1.10 2.00 0.30 0.20 0.20 0.20 0.20 0.20 0,10 0.20 0.20 0.50 0.90

495.00 495.00 495.00 495.00 495.00 395.00 395.00 225.00 550.00 550.00 550.00 550.00 395.00 395.00 395.00 395.00 395.00 395.00 395.00 750.00

$99.00 $99.00 $49.50 $99.00 $49.50 $1,382.50 $39.50 $247.50 $1,100.00 $165.00 $110.00 $110.00 $79.00 $79.00 $79.00 $39.50 $79.00 $79.00 $197.50 $675.00

Invoice number 92130

68773 00002

Page 12

10/07/10 10/07/10 10/07/10 10/08/10 10/09/10 10/11/10 10/11/10 10/11/10

IDK MBL MBL IDK SEM MBL MBL IDK

10/11/10 10/11/10 10/12/10 10/12/10 10/12/10

MBL JEO MBL MBL IDK

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

KFF KFF SEM JEO JEO RMS 10K

10/18/10 10/21/10 10/21/10 10/22/10 10/22/10

SEM IDK SEM MBL IDK

E-mails with attorneys re result of meet and confer on plan objections (3); E-mails with client and others re Committees resolution on its objection to plan re Board (.2). Review of todays further amended plan to incorporate resolutions re various objections. Call with Committee counsel; revise plan and update client. Call with T. Hewley re plan. B-mails re Unions reply of today reissues on excluded assets, including review of same. Review reply to objections to plan confirmation Prepare for confirmation hearing; Alaska settlement. Confer with client and!. Kharasch rehearing issues. Prep for confirmation hearing tomorrow, including review of relevant pleadings, revised pleadings today, creation of list of remaining issues and disputes (3.2); E-mails to attorneys re Union counsel request re change to plan re its issues (3); Meet with client and others re prep and issues for confirmation hearing tomorrow (1.3). Revise plan and confirmation order. Preparation for confirmation hearing Continued preparation for hearing; confer with G. Tywoniuk and I. Kharasch. Handle confirmation hearing. Prep for contested confirmation hearing today, including meetings with client, attorneys, State of Alaska, possible testimony re AK settlement (4.3); Attend hearing on confirmation including meet with client after same re next steps (3.3). Prepare orders and download documents in connection with confirmation hearing Reorganize hearing documents from Oct. 12 hearing for November and December hearings Email communications with Jamie ONeill reconfirmation hearing Prepare amended agenda for confirmation hearing Prepare for and attend confirmation hearing Email to M Litvak regarding todays confirmation hearing E-mails with client, attorneys re result of 10/12 confirmation hearing, impact of Courts ruling on litigation proceeds on Union admin claim and article re press release re result of hearing (3). Email communications with Max Litvak regarding the effects of the Judges ruling on Union issue Emails with lenders re status of plan and Union objections and need for call re same and coordinate (.2). Conference with Ira Kharasch regarding information he needs for the Plan Call with lenders re Union issues; update client. Attend conference call with Silverpoint/Goldman re how to

0.40 0.50 0.20 0.40 0.30 3.50 1.00 4.80

750.00 550.00 550,00 750,00 525.00 550.00 550.00 750.00

$300.00 $275.00 $110.00 $300.00 $157.50 $1,925.00 $550.00 $3,600.00

0.50 1.50 2,50 2.00 7.60

550.00 535.00 550.00 550.00 750.00

$275.00 $802.50 $1,375.00 $1,100.00 $5,700.00

1.10 0.60 0.10 0.50 2.50 0.10 0.30

225.00 225.00 525.00 535.00 535.00 495.00 750.00

$247.50 $135.00 $52.50 $267.50 $1,337.50 $49.50 $225.00

0.10 0.20 0.40 0.70 0.80

525.00 750.00 525.00 550.00 750.00

$52.50 $150.00 $210.00 $385.00 $600.00

Invoice number 92130

68773

00002

Page 13

10/25/10 10/25/10

MBL IDK

10/26/10 10/26/10

MBL IDK

10/28/10 10/28/10 10/28/10

MBL MBL IDK

10/29/10 10/29/10

MBL IDK

resolve Union Oil objections to plan in light of court ruling (.5); Emails with lenders, M. Litvak re follow up and Union supplemental objection, and with client re same and settlement (3). Draft settlement term sheet with Union, Emails with M. Litvak, client, lenders re our draft settlement proposal to Union re plan, and lenders feedback re their timing on commenting. Call with R. Epling re Union issues. Emails with lenders, others re lenders changes to settlement proposal to Union, and review of revised proposal. Review revised Union term sheet; calls/follow-up re same. Call with G. Tywoniuk re Union issues. Telephone conference and emails with M. Litvak, client, lenders, State of AK re Unions initial feedback of today on settlement of its objections, and how to respond. Follow up re Union settlement, calls/emails re same. Emails with M. Litvak, lenders, others re issues on settlement draft with Union and status of State of AK position in settlement.

1.00 0.50

550.00 750.00

$550.00 $375.00

0.20 0.40

550.00 750.00

$110.00 $300.00

1.20 0.40 0.40

550.00 550.00 750.00

$660.00 $220.00 $300.00

0.40 0.40

550.00 750.00

$220.00 $300.00

Task Code Total Stay Litigation 1B1401

10115110 10/18/10 RMS RMS Email to G Tywoniuk regarding Aparicio (request to lift stay) Telephone conference with J Kuritz regarding Aparicio (additional request for lift stay) and payment of insurers legal fees Email exchange with J Kuritz regarding Aparicio

95.10

$50,919.50

0.10 0.30

495.00 495.00

$49.50 $148.50

10/18/10

RMS

0.20

495,00

$99.00

Task Code Total Travel

10/05/10 1DK Non-working travel to east coast from LA for confirmation hearing. (billed at 1/2 normal rate) Travel to DE for hearing (billed at 1/2 normal rate). Nonworking travel from DE from Confirmation Hearing. (billed at 1/2 normal rate)

0.60

$297.00

3.50 4.00 3.50

375.00 275.00 375.00

$1,312.50 $1,100.00 $1,312.50

10/11/10 MBL 10/12/10 1DK

Task Code Total

11.00

$3,725.00

Total professional services:

216.70

$96,412.00

Costs Advanced:

Invoice number 92130

68773 00002

Page 14

09/16/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 10/01/2010 10/01/2010 10/01/2010 10/01/2010 10/01/2010 10/01/2010 10/01/2010 10/02/2010 10/02/2010 10/02/2010 10/02/2010 10/04/2010 10/04/2010 10/04/2010 10/04/2010 10/04/2010 10/04/2010 10/04/2010 10/04/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010

RE2 RE2 RE2 RE2 RE2 RE2 DC PAC RE RE2 RE2 RE2 RE2 R.E2 RE2 RE2 PAC RE2 RE2 R.E2 RE2 RE2 RE2 WL DC DC OS OS PAC P0 P0 RE RE RE RE RE RE RE RE RE2 RE2

Reproduction Scan Copy (22 @0.10 PER PG) Reproduction Scan Copy (38 @0.10 PER PG) Reproduction Scan Copy (75 @0.10 PER P0) Reproduction Scan Copy (75 @0.10 PER P0) Reproduction Scan Copy (75 @0.10 PER PG) Reproduction Scan Copy (58 @0.10 PER P0) 68773.00002 TriState Courier Charges for 10-01-10 68773.00002 PACER Charges for 10-01-10 (164@0.IO PER PG) (1408@0.IO PER PG) Reproduction Scan Copy (35 @0.10 PER P0) Reproduction Scan Copy (57 @0.10 PER P0) Reproduction Scan Copy (40 @0.10 PER P0) SCAN/COPY (7 @0.10 PER PG) SCAN/COPY (7 @0.10 PER PG) SCAN/COPY
(

$2.20 $3.80 $7.50 $7.50 $7.50 $5.80 $5.00 $6.64 $16.40 $140.80 $3.50 $5.70 $4.00 $0.70 $0.70 $0.70 $0.70 $8.88 $0.50 $1.80 $7.30 $0.10 $0.90 $0.30 $233.63 $6.19 $5.00 $1,249.44 $273.10 $20.08 $70.89 $6.20 $35.80 $2.10 $0.60 $133.20 $4.50 $27.60 $3.00 $0.60 $3.90 $3.90

7 @0.10 PER P0)

SCAN/COPY (7 @0.10 PER P0) 68773.00002 PACER Charges for 10-04-10 SCAN/COPY
(

5 @0.10 PER P0)

SCAN/COPY (18 @0.10 PER P0) SCAN/COPY (73 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (3 @0. 10 PER PG) 68773.00002 Westlaw Charges for 10-04-10 68773.00002 TriState Courier Charges for 10-05-10 68773.00002 Tri State Courier Charges for 10-05-10 Digital Legal Services, 10412 copies Digital Legal Services, postage 68773.00002 PACER Charges for 10-05-10 68773.00002 Postage Charges for 10-05-10 68773.00002 Postage Charges for 10-05-10 (358@0.IO PER PG) (21 @0.IO PER PG) (6 @0.10 PER PG)
(

1332 @0.10 PER P0)

(45 @0.10 PER P0) (276 @0.10 PER P0) (30 @0.10 PER P0) (6@0.10 PER P0) SCAN/COPY (39 @0.10 PER P0) SCAN/COPY (39 @0.10 PER P0)

Invoice number 92130

10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/05/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/06/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 RE2 RE2 R.E2 RE2 RE2 RE2 RE2 RE2 WL DC DC DC DC DC PAC P0 P0 RE RE RE RE2 R.E2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 WL DC DC DC DC PAC P0

68773

00002

Page 15
$0.10 $3.40 $2.90 $3.90 $3.90 $0.20 $4.00 $7.30 $489.07 $5.00 $6.19 $90.00 $16.20 $27.00 $37.60 $79.56 $4.14 $162.80 $38.40 $1.60 $2.10 $1.40 $4.00 $0.80 $7.50 $3.80 $3.80 $4.00 $4.40 $4.40 $5.70 $4.00 $2.30 $3.80 $4.00 $2.40 $1,539.92 $5.00 $7.78 $195.00 $16.20 $38.32 $7.80

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY ( 34 @0.10 PER P0) SCAN/COPY (29 @0.10 PER P0) SCAN/COPY (39 @0.10 PER P0) SCAN/COPY (39 @0.10 PER P3) SCAN/COPY (2 @0.10 PER P0) Reproduction Scan Copy (40 @0.10 PER P0) Reproduction Scan Copy (73 @0.10 PER P0) 68773.00002 Westlaw Charges for 10-05-10 68773.00002 TriState Courier Charges for 10-06-10 68773.00002 TriState Courier Charges for 10-06-10 68773.00002 InState Courier Charges for 10-06-10 68773.00002 TriState Courier Charges for 10-06-10 68773.00002 TriState Courier Charges for 10-06-10 68773 .00002 PACER Charges for 10-06-10 68773.00002 Postage Charges for 10-06-10 68773.00002 :Postage Charges for 10-06-10 ( 162 8 @0.10 PER P0) (384 @0.10 PER PG) (16@OIO PER PG) SCAN/COPY (21 @0.10 PER P0) SCAN/COPY (14 @0.10 PER P3) SCAN/COPY (40 @0.10 PER P0) SCAN/COPY ( 8 @0.10 PER P0) SCAN/COPY (75 @0.10 PER P0) SCAN/COPY (3 @0.10 PER P0) Reproduction Scan Copy (38 @0,10 PER PG) Reproduction Scan Copy (40 @0.10 PER P0) Reproduction Scan Copy (44 @0.10 PER P0) Reproduction Scan Copy (44 @0.10 PER P0) Reproduction Scan Copy (57 @0.10 PER P0) Reproduction Scan Copy (40 @0.10 PER P0) Reproduction Scan Copy (23 @0.10 PER PG) Reproduction Scan Copy (38 @0.10 PER PG) Reproduction Scan Copy (40 @0.10 PER P0) Reproduction Scan Copy (24 @0.10 PER P0) 68773.00002 Westlaw Charges for 10-06-10 68773,00002 InState Courier Charges for 10-07-10 68773.00002 Tri State Courier Charges for 10-07-10 68773.00002 TriState Courier Charges for 10-07-10 68773.00002 TriState Courier Charges for 10-07-10 68773.00002 PACER Charges for 10-07-10 68773.00002 :Postage Charges for 10-07-10

Invoice number 92130

10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/07/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/09/2010 10/09/2010 RE RE RE RE RE RE RE RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 R.E2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 TR WL WL DC PAC P0 P0 RE RE RE RE RE WL RE RE

68773 00002 ( 10 @0 .IO PER PG) (24 @0,10 PER PG) (26 @0.10 PER P0) 110@0,10 PER PG) (208 @0.10 PER P0)
(

Page 16
$1.00 $2.40 $2.60 $11.00 $20.80 $32.80 $44.20 $1.30 $3.80 $2.30 $2.40 $3.80 $3.80 $4.00 $4.00 $4.40 $4.40 $5.70 $2.30 $2.40 $3.10 $3.80 $3.80 $4.00 $4.00 $4.40 $4.40 $5.70 $161.90 $983.53 $104.20 $6.83 $3.92 $267.90 $48.20 $0.10 $21.20 $122.80 $389.10 $392.20 $42.54 $2.40 $31.80

(328 @0.10 PER P0) (442 @0.10 PER P0) SCAN/COPY (13 @0.10 PER PG) SCAN/COPY (38 @0.10 PER P0) SCAN/COPY (23 @0.10 PER PG) SCAN/COPY (24 @0.10 PER PG) SCAN/COPY ( 38 @0.10 PER P0) SCAN/COPY (38 @0.10 PER PG) SCAN/COPY (40 @0.10 PER P0) SCAN/COPY (40 @0.10 PER P0) SCAN/COPY (44 @0.10 PER PG) SCAN/COPY (44 @0.10 PER P0) SCAN/COPY (57 @0.10 PER P0) Reproduction Scan Copy (23 @0.10 PER PG) Reproduction Scan Copy (24 @0.10 PER P0) Reproduction Scan Copy (31 @0.10 PER P0) Reproduction Scan Copy (38 @0.10 PER P0) Reproduction Scan Copy (38 @0.10 PER PG) Reproduction Scan Copy (40 @0.10 PER P0) Reproduction Scan Copy (40 @0.10 PER PG) Reproduction Scan Copy (44 @0.10 PER P0) Reproduction Scan Copy (44 @0.10 PER PC) Reproduction Scan Copy (57 @0,10 PER P0) Transcript [El 16] Veritext NY Reporting Co. Inv. NY352666 68773.00002 Westlaw Charges for 10-07-10 68773.00002 Westlaw Charges for 10-07-10 68773.00002 TriState Courier Charges for 10-08-10 68773.00002 PACER Charges for 10-08-10 68773.00002 :Postage Charges for 10-08-10 68773.00002 :Postage Charges for 10-08-10 (1 @0.10 PER PG) (212 @0.10 PER PC) (1228@0.IO PER PG) (3891 @0.1O PER PG) (3922 @0.10 PER PG) 68773,00002 Westlaw Charges for 10-08-10 (24 @0. 10 PER PG) (318@0.IO PER PG)

Invoice number 92130

10/10/2010 10/11/2010 10/11/2010 10/11/2010 10/11/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/12/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/13/2010 10/14/2010 AT AT PAC RE RE2 AT DC DC DC DC DC DC DC DC FX PAC RE RE RE RE RE RE RE RE2 DC DC HT PAC P0 P0 P0 P0 P0 P0 RE RE RE RE RE RE CC

68773 00002 Auto Travel Expense [E109] Eagle Transportation Service, Inv. 288172228, IDK (PHL AiportlHotel DuPont) Auto Travel Expense {E109] AMS Pacific Transportation Service, Inv. 109477, MBL 68773.00002 PACER Charges for 10-1 1-10 (36 @0.10 PER P0) Reproduction Scan Copy (31 @0.10 PER P0) Auto Travel Expense [E109] Eagle Transportation Service, Inv. 288172228, G. TywonikllDK (PSZ&J/ PHL Airport) 68773.00002 TriState Courier Charges for 10-12-10 68773.00002 TriState Courier Charges for 10-12-10 68773.00002 TriState Courier Charges for 10-12-10 68773.00002 TriState Courier Charges for 10-12-10 68773.00002 InState Courier Charges for 10-12-10 68773.00002 TniState Courier Charges for 10-12-10 68773.00002 InState Courier Charges for 10-12-10 68773.00002 InState Courier Charges for 10-12-10 (CORR 1 @1.00 PER P0) 68773.00002 PACER Charges for 10-12-10 (26 @0.10 PER PG) (26 @0.10 PER P0) (35 @0.10 PER P0) (56@0.IO PER PG) (100@0.IO PER PG) (140@0.IO PER PG) (237@0.1O PER PG) SCAN/COPY (6 @0.10 PER P0) 68773.00002 TriState Courier Charges for 10-13-10 68773.00002 Tri State Courier Charges for 10-13-10 Hotel Expense [El 10] DuPont Hotel-DE, 3 nights, IDK 68773.00002 PACER Charges for 10-13-10 68773.00002 Postage Charges for 10-13-10 68773.00002 :Postage Charges for 10-13-10 68773.00002 :Postage Charges for 10-13-10 68773.00002 Postage Charges for 10-13-10 68773,00002 :Postage Charges for 10-13-10 68773.00002 :Postage Charges for 10-13-10 (66 @0.10 PER P0) (92 @0.10 PER P0) (92 @0.10 PER P0) (92 @0.10 PER P0)
. .

Page 17
$102.60 $173.40 $20.72 $3.60 $3.10 $93.60 $5.00 $5.00 $134.50 $7.25 $5.00 $5.00 $27.00 $16.20 $1.00 $12.32 $2.60 $2.60 $3.50 $5.60 $10.00 $14.00 $23.70 $0.60 $6.83 $27.00 $698.80 $5.84 $191.10 $63.70 $4.90 $8.54 $4.14 $81.12 $6.60 $9.20 $9.20 $9.20 $10.40 $187.70 $51.00

(104@OIO PER PG) (1877@0.IO PER PG) Conference Call [E105] CourtCall 10/01/2010 through

Invoice number 92130

68773 10/29/2010

00002

Page 18

10/14/2010 10/14/2010 10/14/2010 10/14/2010 10/14/2010 10/14/2010 10/14/2010 10/14/2010 10/14/2010 10/14/2010 10/15/2010 10/18/2010 10/19/2010 10/21/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/22/2010

CC DC DC DH DH P0 RE RE RE RE2 PAC PAC RE2 PAC PAC RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 R.E2 RE2 RE2 RE2

Conference Call [El 05] CourtCall 10/01/2010 through 10/29/2010 68773.00002 TriState Courier Charges for 10-14-10 68773.00002 Tri State Courier Charges for 10-14-10 68773.00002 DHL Worldwide Express Charges for 10-14-10 68773.00002 DHL Worldwide Express Charges for 10-14-10 68773,00002 :Postage Charges for 10-14-10 (48@0.IO PER PG) (66 @0.10 PER PG) (355@0.IO PER PG) SCAN/COPY (24 @0.10 PER PG) 68773.00002 PACER Charges for 10-15-10 68773.00002 PACER Charges for 10-18-10 SCAN/COPY (1 @0.10 PER PG) 68773.00002 PACER Charges for 10-21-10 68773.00002 PACER Charges for 10-22-10 SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY( I @0.IO PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY( I @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG)
(

$51.00 $6.19 $5.00 $10.43 $10.43 $9.50 $4.80 $6.60 $35.50 $2.40 $1.52 $2.24 $0.10 $2.96 $0.16 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.90 $0.90 $0.90 $0.90 $0.90 $0.90 $0.90 $0.90 $0.90 $0.90 $0.90 $0.90

SCAN/COPY 9 @0.10 PER PG)

(

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

(

SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG)
(

SCAN/COPY(9 @0.10 PER P0) SCAN/COPY (9 @0.10 PER PG)

Invoice number 92130

10/22/2010 10/22/2010 10/22/2010 10/22/2010 10/26/2010 10/26/2010 10/26/2010 10/26/2010 10/26/2010 10/26/2010 10/26/2010 10/26/2010 10/27/2010 10/27/2010 10/27/2010 10/27/2010 10/27/2010 10/27/2010 10/27/2010 10/27/2010 10/28/2010 10/28/2010 10/28/2010 10/29/2010 10/31/2010 RE2 RE2 RE2 TR DC DC DH DH P0 RE RE RE DC DC PAC P0 RE RE RE2 RE2 PAC RE2 RE2 PAC RE

68773 00002 SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (36 @0.10 PER PG) Transcript [El 16] J&J Court Transcribers, Inv. 2010-03047 68773.00002 TriState Courier Charges for 10-26-10 68773.00002 TriState Courier Charges for 10-26-10 68773.00002 DHL Worldwide Express Charges for 10-26-10 68773.00002 DHL Worldwide Express Charges for 10-26-10 68773.00002 :Postage Charges for 10-26-10 (150@OIO PER PG) (486@0.IO PER PG) Reproduction Expense. [E101] 25 pgs, WLR 68773.00002 Tri State Courier Charges for 10-27-10 68773.00002 InState Courier Charges for 10-27-10 68773.00002 PACER Charges for 10-27-10 68773 .00002 Postage Charges for 10-27-10 (1 @0.10 PER P0) (784@0.IO PER PG) SCAN/COPY (40 @0.10 PER PG) SCAN/COPY (68 @0.10 PER PG) 68773 .00002 PACER Charges for 10-28-10 SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (44 @0.10 PER PG) 68773.00002 PACER Charges for 10-29-10 Reproduction Expense. [E1011 18 pgs, WLR

Page 19.
$0.90 $0.90 $3.60 $122.75 $5.00 $27.00 $10.43 $10.43 $10.35 $15.00 $48.60 $2.50 $6.83 $45.00 $26.40 $14.60 $0.10 $78.40 $4.00 $6.80 $0.96 $0.20 $4.40 $0.88 $1.80

Total Expenses:

$10,603.57

Summary:
Total professional services Total expenses $96,412.00 $10,603.57 $107,015.57 $239,065.63 $346,081.20

Net current charges

Net balance forward

Total balance now due

Paul, Andrea R. Knotts, Cheryl A. Bouzoukis, Charles J. Barton, David J. Whaley, Dina K. 8.30 0,80 0.80 0.30 0.80 115.00 205.00 115.00 695.00 150.00

ARP CAK CJB DJB DKW

$954.50 $164.00 $92.00 $208.50 $120.00

Invoice number 92130

IDK IDK JEO JKH KFF KPM LAF MBL MBL RMS SAQ SEM SLP WLR Kharasch, Ira D. Kharasch, Ira D. ONeill, James E. Hunter, James K. T. Finalysori, Kathe F. Makowski, Kathleen P. Forrester, Leslie A. Litvak, Maxim B. Litvak, Maxim B. Saunders, Robert M. Quinlivan, Shawn A. McFarland, Scotta E. Pitman, L. Sheryle Ramseyer, William L.

68773 00002 7,00 22.10 8.00 2.50 44.30 7.60 4.60 4.00 47.90 39.30 1.10 12.70 1,00 3.60 216.70 375.00 750.00 535,00 650.00 225.00 395.00 250.00 275.00 550.00 495,00 225,00 525.00 125.00 475.00

Page 20
$2,625.00 $16,575.00 $4,280.00 $1,625.00 $9,967.50 $3,002.00 $1,150.00 $1,100.00 $26,345.00 $19,453.50 $247.50 $6,667.50 $125.00 $1,710.00 $96,412.00

Task Code Summary

Hours Amount

AA BL CA CO CP CPO DC FF GB PD SL TR

Asset Analysis/Recovery[B120] Bankruptcy Litigation [L430] Case Administration [BI 101 Claims Admin/Objections[B3 10] Compensation Prof. [B 160] Comp. of Prof/Others Disposition of Collateral Financial Filings [BI 10] General Business Advice [13410] Plan & Disclosure Stint. [B3201 Stay Litigation [B 1401 Travel

0.60 18.60 16.10 50.80 7.90 10.10 2.30 2.20 1.40 95.10 0.60 11.00 216.70

$315.00 $5,105.00 $2,459.50 $24,852.00 $3,263.50

$2,486.50

$1,348.00 $591.00 $1,050.00 $50,919.50 $297.00 $3,725.00 $96,412.00

Invoice number 92130

68773 00002

Page 21

Expense Code Summary

Auto Travel Expense [E109] Conference Call [E105] Delivery/Courier Service DHL- Worldwide Express Fax Transmittal [E104] Hotel Expense [El 10] Outside Services Pacer Court Research Postage [E108] Reproduction Expense [E10 1 Reproduction! Scan Copy Transcript [El 16] Westlaw Legal Research [E106
-

$369.60 $102.00 $725.19 $41.72 $1.00 $698.80 $1,522.54 $189.44 $872.64 $2,133.00 $270.10 $284.65 $3,392.89 $10,603.57

EXHIBIT C

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. ) ) ) ) ) Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Objection Deadline: January 24, 2011 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

TWENTY-FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM NOVEMBER 1, 2010 THROUGH NOVEMBER 30, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x monthly interim Pachuiski Stang Ziehl & Jones LLP Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about April 9, 2009 November 1, 2010 through November 30, 2010 2 $21,951.00 $ 4,051.60 - final application.

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

113 (
68773-002\DOCSDE: 166375.2

LL3

PRIOR APPLICATIONS FILED Date Filed 05/01/09 05/29/09 06/30/09 07/31/09 08/20/09 09/29/09 11/03/09 12/02/09 01/04/10 01/28/10 03/18/10 04/01/10 04/26/10 06/10/10 07/09/10 08/05/10 09/10/10 10/26/10 11/23/10 12/20/10 Period Covered Requested. .Requested Expenses $234,144.00 $18,780.98 $365,058.00 $26,269.46 $297,320.50 $14,711.11 $350,713.25 $13,267.86 $424,811.50 $89,233.51 $453,736.50 $48,870.41 $249,390.50 $25,996.88 $200,491.00 $19,661.77 $197,345.50 $19,289.90 $184,044.50 $10,295.19 $15,047.86 $ 61,467.00 $ 8,694.41 $ 99,733.00 $188,375.50 $15,791.77 $127,266.00 $ 7,664.48 $ 56,698.50 $ 7,390.80 $ 99,388.50 $ 6,427.67 61,909.00 $ $ 5,334.50 $15,304.38 $ 84,230.00 $106,068.50 $14,517.15 $10,603.57 $ 96,412.00 Approved . Fees $234,144.00 $ 365,058.00 $297,320.50 $350,713.25 $424,811.50 $ 453,736.50 $ 249,390.50 $200,491.00 $ 197,345.50 $183,434.50 $ 61,467.00 $ 99,733.00 $ 150,700.40 $ 101,812.80 $ 45,358.80 $ 79,510.80 $ 49,527.20 $ 67,384.00 $ 84,854.80 Pending

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

Expenses $ 18,780.98 $ 26,269.46 $ 14,711.11 $ 6,019.74 $89,233.51 $48,870.41 $21,076.88 $19,661.77 $19,289.90 $ 9,117.856 $ 15,047.86 $ 8,694.41 $ 15,791.77 $ 7,664.48 $ 7,390.80 $ 6,427.67 $ 5,334.50 $15,304.38 $14,517.15 Pending

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

68773 -002\DOCS_DE: 166375.2

PSZ&J PROFESSIONALS 7 Position of the Applicant, Number of Years in that .. Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise. Partner 2000; Joined Firm 2000; Laura Davis Jones Member of DE Bar since 1986 Partner 1987; Member of CA Bar Ira D. Kharasch since 1982 Partner 2001; Member of CA Bar Kenneth H. Brown since 1981 Partner 2003; Member of PA Bar Bruce Grohsgal since 1984; Member of De Bar since 1997 Partner 2004; Member of TX Bar Maxim B. Litvak since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar James E. ONeill since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Scotta E. McFarland Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Robert M. Saunders Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA William L. Ramseyer Bar since 1980 Kathleen P. Makowski Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 I Paralegal 2000 Kathe F. Finlayson I Paralegal 2000 Cheryl A. Knotts Name of Professional Individual Hourly Total Billing. . Hours Billed Rate (including Changes) $855.00 $750.00 $650.00 $595.00 0.20 6.30 0.70 0.60 Total Compensation:

159.00

$4,725.00
$ $

455.00 357.00

$550.00

6.40

$3,520.00

$535.00 $525.00

1.50

802.50

5.60

$2,940.00

$495.00

1.60

792.00

$475.00 $395.00

1.40 1.30

665.00 $513.50

$225.00 1 $205.00 1

28.20 1 1.40 1

$6,345.00 $ 287.00

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

68773 -002\DOCS_DE: 166375.2

Name of Professional Individual

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

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

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

Total Hours Billed

Total. Compensation

0.30 2.80 0.20

$ 45.00 $ 322.00 $ 23.00

$ 21,951.00 Grand Total: 58.50 Total Hours: 375.23 Blended Rate: $ COMPENSATION BY CATEGORY Project Categories Asset Analysis/Recovery Bankruptcy Litigation Case Administration Claims AdminlObjections Compensation of Professional Compensation of Prof/Others Financial Filings Plan & Disclosure Statement
. .
..

. lotal Hours

. ___ Total Vee

2.50 8.50 6.90 8.70 6.80 11.20 0.60 13.30

$1,725.00 $2,666.50 $1,196.00 $4,158.50 $2,297.50 $2,733.00 $ 306.00 $6,868.50

EXPENSE SUMMARY Expense Category Air Fare Airport Parking Conference Call Delivery/Courier Service Express Mail Fax Transmittal Hotel Expense Postage Reproduction Expense Reproduction/Scan Copy Service Providers United Airlines: US Airways SF0 Parking Central AT&T Conference Call; courtCall Tristate Federal Express Outgoing only . Hotel DuPont US Mail -Total $1,512.70 66.00 $ 99.02 $ $ 446.69 10.47 $ $ 723.00 $ 537.70 63.72 $ $ 533.40 58.90 $

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

68773-002\DOCS_DE: 166375.2

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

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

) )
)

Objection Deadline: January 24, 2011 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

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

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

68773 -002tD005_DE: 166375.2

By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $21,951.00 and actual and necessary expenses in the amount of $4,051.60 for a total allowance of $26,002.60 and payment of $17,560.80 (80% of the allowed fees) and reimbursement of $4,051.60 (100% of the allowed expenses) for a total payment of $21,612.40 for the period November 1, 2010 through November 30, 2010 (the "Interim Period"). In support of this Application, PSZ&J respectfully represents as follows:
Background

1.

On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,

authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the

68773-002\DOCS_DE: 166375.2

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

effective as of the Petition Date by this Courts "Order Under Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of Pachuiski Stang Ziehl & Jones as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about April 9, 2009 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. PSZ&Js APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source All services for which PSZ&J requests compensation were performed for or on behalf of the Debtors. 6. PSZ&J has received no payment and no promises for payment from any

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

68773-002\D005_DE: 166375.2

$692,220.42, including the Debtors aggregate filing fees for these cases, in connection with the preparation of initial documents and its prepetition representation of the Debtors. PSZ&J was current as of the Petition Date. Upon final reconciliation of the amount actually expended prepetition, any balance remaining from the prepetition payments to PSZ&J was credited to the Debtors and utilized as PSZ&Js retainer to apply to postpetition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. Fee Statements 7. The fee statements for the Interim Period are attached hereto as Exhibit A.

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

68773-002\D005DE: 166375.2

Actual and Necessary Expenses 8. A summary of actual and necessary expenses incurred by PSZ&J for the

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

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

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

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

68773-002\D005_DE: 166375.2

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

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

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

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

68773-002\DOCS_DE: 166375.2

A.

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

work regarding fraudulent conveyance claims relating to Forest Oil; (2) reviewed and analyzed documents; and (3) conferred and corresponded regarding asset analysis issues. Fees: $1,725.00; B. Bankruptcy Litigation 16. During the Interim Period, the Firm, among other things: (1) performed Hours: 2.50

work regarding a stipulation in the Rosecrans matter; (2) prepared for and attended a telephonic hearing on November 3, 2010; (3) performed work regarding Agenda Notices and Hearing Binders; (4) performed research; and (5) corresponded regarding bankruptcy litigation matters. Fees: $2,666.50; C. Case Administration 17. During the Interim Period, the Firm, among other things: (1) reviewed Hours: 8.50

documents and pleadings and forwarded them to the appropriate persons; (2) maintained document control; and (3) maintained a memorandum of Critical Dates. Fees: $1,196.00; D. Hours: 6.90

Claims Administration and Objections 18. During the Interim Period, the Firm, among other things: (1) performed

work regarding a stipulation in the Marathon Oil matter; (2) performed work regarding the Aparicio matter; (3) performed work regarding the Kern County matter; (4) performed work regarding a motion to approve stipulation with Marathon Oil; (5) performed work regarding

68773 -002D005_DE: 166375.2

orders; (6) reviewed and analyzed documents; and (7) conferred and corresponded regarding claim issues. Fees: $4,158.50; E. Hours: 8.70

Compensation of Professionals 19. This category includes work related to the fee applications of the Firm.

During the Interim Period, the Firm, among other things: (1) performed work regarding the Firms September 2010 monthly and Sixth quarterly fee applications; (2) attended to fee auditor issues; and (3) monitored the status and timing of fee applications. Fees: $2,297.50; F. Hours: 6.80

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

professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed work regarding the Schully and Rutan matters. Fees: $2,733.00; G. Financial Filings 21. This category includes work related to compliance with reporting Hours: 11.20

requirements. During the Interim Period, the Firm, among other things, performed work regarding Monthly Operating Reports. Fees: $306.00; H. Hours: 0.60

Plan and Disclosure Statement 22. This category includes work related to Plan of Reorganization ("Plan")

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

68773-002\DOCS_DE: 166375.2

(1) performed work regarding the Union Oil settlement; (2) performed work regarding Agenda Notices and Hearing Binders; (3) performed work regarding negotiations; (4) attended to Planrelated tax issues; (5) reviewed and analyzed documents; (6) responded to inquiries; and (7) conferred and corresponded regarding Plan and Disclosure Statement issues. Fees: $6,868.50; Hours: 13.30

Valuation of Services 23. Attorneys and paraprofessionals of PSZ&J expended a total 58.50 hours in

connection with their representation of the Debtors during the Interim Period, as follows: Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Yr of Obtaining ea License to Practice, Area of Partner 2000; Joined Firm 2000 Member of DE Bar since 1986 Partner 1987; Member of CA Bar since 1982 Partner 2001; Member of CA Bar since 1981 Partner 2003; Member of PA Bar since 1984; Member of De Bar since 1997 Partner 2004; Member of TX Bar since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA Bar since 1980 Hourly Billing Rate (including Changes) $855.00 $750.00 $650.00 $595.00 Total Hours Billed Total conipensation

Laura Davis Jones Ira D. Kharasch Kenneth H. Brown Bruce Grohsgal

0.20 6.30 0.70 0.60

159.00

$4,725.00

$ 455.00
$ 357.00

Maxim B. Litvak

$550.00

6.40

$3,520.00

James E. ONeill

$535.00

1.50

$ 802.50
$2,940.00

Scotta E. McFarland

$525.00

5.60

Robert M. Saunders

$495.00

1.60

$ 792.00 $ 665.00

William L. Ramseyer

$475.00

1.40

68773-002\DOCSDE: 166375.2

Name of Professional individual

Kathleen P. Makowski

Kathe F. Finlayson Cheryl A. Knotts Dina K. Whaley Charles J. Bouzoukis Andrea R. Paul

PositiOn of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 Paralegal 2000 Paralegal 2000 Case Management Assistant 2010 Case Management Assistant 2001 Case Management Assistant 2001

hourly .:.:TOti Hours Billing Billed Rate (including Changes) $395.00 1.30

Totai Compensation

$513.50

$225.00 $205.00 $150.00 $115.00 $115.00

28.20 1.40 0.30 2.80 0.20

$6,345.00 $ 287.00 45.00 $ $ 322.00 23.00 $

Grand Total: $ 21,951.00 58.50 Total Hours: 375.23 Blended Rate: $ 24. The nature of work performed by these persons is fully set forth in

Exhibit A attached hereto. These are PSZ&Js normal hourly rates for work of this character. The reasonable value of the services rendered by PSZ&J for the Debtors during the Interim Period is $21,951.00. 25. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, PSZ&J has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, PSZ&J respectfully requests that, for the period November 1, 2010 through November 30, 2010, an interim allowance be made to PSZ&J for compensation in

68773-002\D005_DE:166375.2

10

the amount of $21,951.00 and actual and necessary expenses in the amount of $4,051.60 for a total allowance of $26,002.60 and payment of $17,560.80 (80% of the allowed fees) and reimbursement of $4,051.60 (100% of the allowed expenses) be authorized for a total payment of $21,612.40 and for such other and further relief as this Court may deem just and proper. PASiEI*(ANG ZIEHL & JONES LLP

Dated: January--?, 2011

(aurpacT Jones (DE Bar Io. 2436) Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Counsel for Debtors and Debtors in Possession

68773-002\DOCS_DE:166375.2

11

VERIFICATION

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

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

lawyers and paraprofessionals of PSZ&J.

C)

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

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

r
SWORN AND before me this

KURT A. BOWER NOTARY PUBLIC STATE OF DELAWARE

My commission eq*es Dec. 10, 2012

Notary Public My Commission Expires:

68773-002\DOCS_DE: 166375.2

EXHIBIT A

PACHULSKI STANG ZIEHL & JONES LLP

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

November 30, 2010 Invoice Number 92462 68773 00002

IDK

Gerry Tywoniuk 111 W. Ocean Blvd. ste. 1240 Long Beach, CA 90802
Balance forward as of last invoice, dated: October 31, 2010 Net balance forward Re: Post Petition Statement of Professional Services Rendered Through 11/30/2010 $344,917.30 $344,917.30

Hours
Asset Analysis[Recoveryf B 1201 Telephone conference with D. Ziehi re fraudulent conveyance action vs Forest. Telephone conference and emails with M. Cervi re D. Katics desire for a meeting to discuss Forest Oil action (2); Email and telephone conference with P. Parmes re same and need for conference call (2). Confer with I. Kharasch re pending litigation. Review North Point file re key documents for litigation pending. Emails with P. Parmes and Amber re coordination of call on Forest Oil action, and consider next steps in process (3); Emails and telephone conferences with attorneys re possible funding sources to fund fraudulent litigation vs Forest Oil, and alternative kinds of structures re same, and need for background information for sources, including review of article re same (5). Respond to I. Kharasch inquiry on potential claims. 0.20 0.40

Rate

Amount

11/01/10 IDK 11/29/10 IDK

750.00 750.00

$150.00 $300.00

11/29/10 11/29/10 11/30/10

KHB KHB IDK

0.30 0.40 0.80

650.00 650.00 750.00

$195.00 $260.00 $600.00

11/30/10

MBL

0.40 2.50

550.00

$220.00 $1,725.00

Task Code Total

Bankruptcy Litigation 1L4301 Emails with attorneys, K. Finlayson re issues on 11/3 agenda and status. Finalize, e-file and serve agenda for Nov. 3 hearing Draft, e-file and serve amended agenda for Nov. 3 hearing, 0.20 0.80 1.30 750.00 225.00 225.00 $150.00 $180.00 $292.50

11/01/10 IDK 11/01/10 KFF 11/01/10 KFF

Invoice number 92462

68773

00002

Page 2

including drafting service documents 11/01/10 11/01/10 11/01/10 11/03/10 11/03/10 JEO JEO KPM KFF KFF Work on agenda for November 3, 2010 hearing Review amended agenda for November 3, 20 10 hearing Review and respond to email from James E. ONeill regarding 11/3/10 hearing coverage Order transcript for Nov. 3 telephonic hearing Serve order approving Stipulation with Rosecrans Energy, Ltd., including drafting affidavit of service for c-filing with Court Attend telephonic hearing Review and comment on critical dates Update agenda and documents for Dec. 15 hearing Update agenda and notebooks for Dec. 15 hearing Update agenda and documents and service lists for December hearing Review critical dates memo and email communications with Kathe Finlayson re same Research litigation funding question 0.60 0.20 0.10 0.20 0.60 535.00 535.00 395.00 225.00 225.00 $321.00 $107.00 $39.50 $45.00 $135.00

11/03/10 11/08/10 11/16/10 11/17/10 11/18/10 11/22/10 11/30/10

KPM SEM KFF KFF KFF SEM BG

0.60 0.10 0.80 0.70 1.60 0.10 0.60 8.50

395.00 525.00 225.00 225.00 225.00 525.00 595.00

$237.00 $52.50 $180.00 $157.50 $360.00 $52.50 $357.00 $2,666.50

Task Code Total

Case Administration I131I0I 11/03/10 11/04/10 11105110 11/05/10 11105110 11/09/10 11/12/10 11/12/10 11/19/10 11/19/10 11/19/10 11/28/10 11/29/10 KFF KFF CAK CJB DKW CJB KFF ARP CAK KFF DKW KFF DKW Review updated docket and recently filed pleadings and orders and draft critical dates memo Revise critical dates memo Review documents and organize to file. Maintain document control. Coordinate and distribute pending pleadings to clients and legal team. Maintain document control. Review updated docket and recently filed pleadings and draft critical dates memo Document Request. Review document and organize to file. Review updated docket and recently filed documents and draft critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Review updated docket and recently filed documents and orders and draft critical dates memo Coordinate and distribute pending pleadings to clients and legal team. 0.70 0.20 0.10 0.80 0.10 2.00 0.70 0.20 0.10 0.70 0.10 1.10 0.10 225.00 225.00 205.00 115.00 150.00 115.00 225.00 115.00 205.00 225.00 150.00 225.00 150.00 $157.50 $45.00 $20.50 $92.00 $15.00 $230.00 $157.50 $23.00 $2050 $157.50 $15.00 $247.50 $15.00

Task Code Total

6.90

$1,196.00

Claims Admin/Objections[83101

Invoice number 92462

68773

00002

Page 3

11/01/10

SEM

Attn. to confirmation with attorneys for Kern County that the hearing on their admin claim can be continued (.4); Email communications with James ONeill and Kathe Finlayson re same (.1) Email communications with Jennifer Kuritz and Jerri Bradley (attorney for KERN County) regarding the purchaser of the Kern County interests Follow up re Marathon/Union settlements. Email exchange with J Kuritz regarding insurance company invoices related to Aracipio v. PERL Email exchange with Max Litvak regarding the prep and filing of the Motion to approve settlement of Marathon claims Review/finalize Marathon stipulation. Email exchange with J Kurtiz regarding legal invoice regarding Aricipio personal injury lawsuit Email communications with Jennifer Kuritz regarding the Kern County Claim Begin work on the Motion for the Approval of the Stip with Marathon re resolution of objections to its claims Drafting Motion re Approval of Stip with Marathon Email transmittal to Max Litvak regarding the Motion to Approve the Marathon Stip Email exchange with Gerry Tywoniuk regarding the Motion for the approval of the Marathon Stip Review Marathon settlement motion. Prepare Motion to Approve Stipulation with Marathon Oil for e-filing and service, including drafting Notice and Affidavit of Service Email communications with Kitty Makowski and Kathe Finlayson re the filing and service of the Motion for the Approval of the Marathon Stip Drafting order re appoval of the Marathon Stip Email communications with Max Litvak and Kevin Mangan regarding the order on the Marathon stip Email exchange with Kitty Makowski regarding the approval of the order on the Marathon Stip by counsel for Marathon Email communications with Gerry Bradley and Jennifer Kuritz regarding the Kern County claims Review and respond to emails from Scotta E. McFarland regarding motion to resolve Marathon claims Email to J Kuritz regarding invoices for Zurichs legal costs (Arapicio v PERL) Review of materials relevant to Aricipio charges from Zurich (for legal fees under deductible), including policy and printout of payments made by Debtors received from J Kuritz Email to Amy Pope of Zurich regrading billing of Zurichs legal costs (Aparicio v. PERL)

0.50

525.00

$262.50

11/01/10

SEM

0.10

525.00

$52.50

11/01/10 11/01/10 11/03/10

MBL RMS SEM

0.20 0.20 0.10

550.00 495.00 525.00

$110.00 $99.00 $52.50

11/08/10 11/15/10 11/16/10 11/17/10 11/17/10 11/17/10 11/18/10 11/18/10 11/19/10

MBL RMS SEM SEM SEM SEM SEM MBL KFF

0.30 0.10 0.10 0.60 2.30 0.10 0.10 0.30 1.20

550.00 495.00 525.00 525.00 525.00 525.00 525.00 550.00 225.00

$165.00 $49.50 $52.50 $315.00 $1,207.50 $52.50 $52.50 $165.00 $270.00

11/19/10

SEM

0.10

525.00

$52.50

11/19/10 11/19/10 11/19/10

SEM SEM SEM

0.20 0.10 0.10

525.00 525.00 525.00

$105.00 $52.50 $52.50

11/19/10 11/19/10 11/28/10 11/28/10

SEM KPM RJvIS RMS

0.20 0.20 0.10 0.40

525.00 395.00 495.00 495.00

$105.00 $79.00 $49.50 $198.00

11/28/10

RMS

0.10

495.00

$49.50

Invoice number 92462

11/29/10 11/29/10 11/29/10 11/29/10 11/29/10 11/30/10 SEM RMS RMS RMS RMS MBL

68773 00002

Page 4
0.10 0.20 0.30 0.10 0.10 0.20 525.00 495.00 495.00 495.00 495.00 550.00 $52.50 $99.00 $148.50 $49.50 $49.50 $110.00 $4,158.50

Email communications with Jerri Bradley, afly for Kern County, re withdrawal of admin claim Email exchange with Amy Pope of Zurich regarding Aparicio v. PERL Telephone conference with Amy Pope of Zurich regarding Aparicio v. PERL Email exchange with J Kuritz regarding Zurich invoices for Aparicio v. PERL Review of Zurich invoices for Aparicio v. PERL received from J Kuritz Follow up re possible settlement.

Task Code Total

Compensation Prof. 1B1601

10/26/10 LDJ 11/01/10 IDK 11/03/10 11/08/10 11/08/10 11/09/10 11/09/10 MBL CAK CAK CAK KFF

Revise and finalize interim fee application (August 2010) Emails with attorneys redraft response to fee auditor on 5th interims. Review response to fee auditor. Update spreadsheet in preparation of 6th Quarterly Fee Application; prepaer exhibits to same. Review and update 6th Quarterly Fee Application Edit 6th Quarterly Fee Application; coordinate filing and service of same. Prepare quarterly (June August 2010) fee application for PSZ&J for e-filing and service, including drafting Notice and affidavit of service
-

0.20 0.30 0.20 0.50 0.50 0.20 1.00

795.00 750.00 550.00 205.00 205.00 205.00 225.00

$159.00 $225.00 $110.00 $102.50 $102.50 $41.00 $225.00

11/09/10 11/13/10 11/13/10 11/17/10 11/24/10 11/24/10

KFF WLR WLR KFF KFF KFF

Draft certification of no objection for PSZ&Js quarterly fees (June August 2010)
-

0.50 0.70 0.70 0.50 0.50 0.80

225.00 475.00 475.00 225.00 225.00 225.00

$112.50 $332.50 $332.50 $112.50 $112.50 $180.00

Draft 7th quarterly fee application Review and revise 7th quarterly fee application E-file certification of no objection PSZ&Js August fees Draft certification of no objection for PSZ&Js September fees Prepare September fee application for PSZ&J fore-filing and service, including drafting Notice and affidavit of service Emails with S. McFarland re fee auditor report, and brief review of same (.2).

11/30/10

IDK

0.20

750.00

$150.00

Task Code Total

6.80

Comp. of Prof./Others

11/01/10

KFF

E-file certification of no objection for Rutans September fees

0.50

225.00

$112.50

Invoice number 92462

11/01/10 11/02/10 11/02/10 11/02/10 11/04/10 SEM KFF KFF JEO SEM

68773 00002 0.10 0.90 0.50 0.20 0.10

Page 5
525.00 225.00 225.00 535.00 525.00 $52.50 $202.50 $112.50 $107.00 $52.50

Email communications with Jamie ONeill regarding the setting of the hearing on the 5th Interim Fee Apps Prepare August fee application for Schully fore-filing and service, including drafting Notice and service documents Draft certification of no objection for Schullys August fees Review Schully Roberts August 2010 fee application Email communications with Alexa Parnell and James ONeill regarding the date for the hearing on the 5th Interim Fee Apps Email to professionals regarding hearing on 5th Interim Fee Apps Email to court staff regarding November 19, 2010 fee hearing Draft chart for 6th quarterly fee hearing Update fee portion of agenda for 5th quarterly fees Draft chart for 6th quarterly fees Draft fee portion of agenda for 6th quarterly fees Revise chart and agenda for sixth quarterly fees E-file certification of no objection for Schullys August fees Responding to Arnie Tancas of Rutan regarding final fee app Update chart for 6th quarterly fee hearing

11/04/10 11/04/10 11/10/10 11/11/10 11/13/10 11/13/10 11/21/10 11/24/10 11/24/10 11/28/10

SEM JEO KFF KFF KFF KFF KFF KFF SEM KFF

0.10 0.10 1.50 0.80 1.60 1.20 2.30 0.50 0.10 0.70

525.00 535.00 225.00 225.00 225.00 225.00 225.00 225.00 525.00 225.00

$52.50 $53.50 $337.50 $180.00 $360.00 $270.00 $517.50 $112.50 $52.50 $157.50

Task Code Total

11.20

$2,733.00

Financial Filings IBIIOI 11/16/10 11/30/10 11/30/10 SEM JEO KPM Responding to Laura Martinez regarding corrections to MORs Review monthly operating report Review and respond to email from L. Martinez (Pac Energy) regarding October US Trustee reports 0.10 0.40 0.10 525.00 535.00 395.00 $52.50 $214.00 $39.50

Task Code Total

0.60

$306.00

Plan & Disclosure Stmt. 1B3201 11/01/10 IDK Emails with attorneys and committee re Union settlement and release re avoidance actions (1); emails with attorneys and AK counsel re Union settlement issues (2). Update agenda for confirmation hearing Dec. 15 Follow up re settlements. Emails with AK counsel and M Litvak re update on settlement feedback re Union. Follow up re pending settlement discussions. Emails with AK counsel, others re settlement status, and 0.30 750.00 $225.00

11/02/10 11/02/10 11/03/10 11/03/10 11/05/10

KFF MBL IDK MBL IDK

0.60 0.10 0.20 0.30 0.40

225.00 550.00 750.00 550.00 750.00

$135.00 $55.00 $150.00 $165.00 $300.00

Invoice number 92462

68773 00002

Page 6

its later mark up of same. 11105110 11/08/10 11/08/10 11/09/10 11/09/10 11/10/10 11/11/10 11/11/10 11/11/10 11/12/10 MBL IDK MBL IDK MBL IDK IDK KFF MBL IDK Review revised Union term sheet; call with G. Tywoniuk and emails re same. Emails with Union counsel, others re Union feedback to AK markup of settlement. Follow up re Union settlement. Emails with Union, Committee, client re Union feedback re committee comments to settlement Calls and follow up re Union/Alaska issues. Emails with M. Litvak, others re further status on settlement negotiations with Union and AK. Emails and telephone conference with M. Litvak, others re update and result of call with lenders. Update draft agenda and hearing binder documents for December 15 hearing Call with lenders re Union settlement; update I. Kharasch and emails re same. Attend conference call with lenders and Union Oil re potential settlement of plan disputes, and related tax credit issue with AK (.4); Telephone conference with M. Litvak re result of call and next steps and consider (2). Call with lender and Union resettlement; follow up with 1. Kharasch re same. Update agenda and documents for confirmation hearing December 15 Emails and telephone conference with M. Litvak re communications with R. Epling and others re settlement and timing of AK on getting tax credit analysis done and info requested by Union. Emails with lenders and M. Litvak re status and AK communications on audit and settlement. Emails with M. Litvak, others re updates on Union settlement negotiations. Emails re Union issues. Responding the request of Max Litvak regarding motions for the approval of non-material mods to a plan prior to confirmation Emails with client and M. Litvak re result of mediation on coverage and clients memo to Board re same and case status (.2); Emails with Katz of Rosencrans re summary of plan status and timing of distributions (.2). Calls with L. Marinuzzi and R. Epling resettlement; emails re same. Emails with client, M. Litvak, AK counsel Fe status and issues re settlement with Union on plan. Review and respond to emails from James E. ONeill regarding response to inquiry concerning confirmation hearing Review and respond to email from D. Sutton (Snow Fogel) regarding status of confirmation hearing 0.90 0.30 0.20 0.50 0.80 0.30 0.30 1.40 1.20 0.60 550.00 750.00 550.00 750.00 550.00 750.00 750.00 225.00 550.00 750.00 $495.00 $225.00 $110.00 $375.00 $440.00 $225.00 $225.00 $315.00 $660.00 $450.00

11/12/10 11/14/10 11/15/10

MBL KFF IDK

0.50 1.80 0.30

550.00 225.00 750.00

$275.00 $405.00 $225.00

11/16/10 11/17/10 11/17/10 11/19/10

IDK IDK MBL SEM

0.20 0.20 0.30 0.20

750.00 750.00 550.00 525.00

$150.00 $150.00 $165.00 $105.00

11/22/10

IDK

0.40

750.00

$300.00

11/29/10 11/30/10 11/30/10

MBL IDK KPM

0.50 0.20 0.20

550.00 750.00 395.00

$275.00 $150.00 $79.00

11/30/10

KPM

0.10

395.00

$39.50

Invoice number 92462

68773 00002

Page 7

Task Code Total

13.30

S6,868.50

Total professional services: Costs Advanced:

10/01/2010 10/02/2010 10/04/2010 10/07/2010 10/13/2010 10/15/2010 10/15/2010 10/21/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 CC AF CC CC AF AP HT AF DC DC DC DC FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX Conference Call [E 1051 AT&T Conference Call, RMS

58.50

$21,951.00

$2.79 $759.35 $3.39 $2.84 $691.85 $66.00 $537.70 $61.50 $5.95 $5.00 $144.00 $135.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00

Air Fare [El 10] United Airlines, Tkt 016792475706!, Philly/ San Francisco, MBL Conference Call [E105] AT&T Conference Call, MBL Conference Call [E105] AT&T Conference Call, MBL Air Fare [El 10] US Airways, Tkt 0377927449031. Philly/San Francisco, MBL SF0 Parking Central, parking garage, MBL Hotel Expense [El 101 Hotel DuPont, 3 nights, MBL Air Fare [El 101 United Airlines, Tkt 0167927449069, Philly/San Francisco, MBL 68773.00002 InState Courier Charges for 11-01-10 68773.00002 TriState Courier Charges for 11-01-10 68773.00002 TriState Courier Charges for 11-01-10 68773.00002 TriState Courier Charges for 11-01-10 (CORR 16 @1.00 PER P0) (CORR 16 @1.00 PER PG) (CORR 16 @1.00 PER PG) (CORR 16 @1.00 PER PG) (CORR 16 @1.00 PER P0) (CORR 16 @1.00 PER P0) (CORRI6@!.00 PER PG) (CORR 16 @1.00 PER P0) (CORRI6@1.00 PER PG) (CORR 16 @1.00 PER P0) (CORRI6@1.00 PER PG) (CORRI6@1.00 PER PG) (CORR 16 @1.00 PER PG) (CORRI6@1.00 PER PG) (CORR 16 @1.00 PER P0) (CORRI6@1.00 PER PG) (CORR 16 @1.00 PER PG) (CORR 16 @1.00 PER P0) (CORR 16 @1.00 PER P0) (CORR 16 @1.00 PER P0) (16 @1.00 PER PG) (16@1 00 PER P0)

Invoice number 92462

11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/01/2010 11/02/2010 11/02/2010 11/02/2010 11/02/2010 11/02/2010 11/02/2010 11/02/2010 11/03/2010 11/03/2010 11/03/2010 11/03/2010 11/05/2010 11/05/2010 11/05/2010 FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX FX PO RE RE RE RE RE2 RE2 DC DC DC FX FX RE RE DC FX P0 RE RE2 RE2 RE2

68773

00002

Page 8
$16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $16.00 $6.95 $2.60 $8.70 $22.30 $23.60 $2.90 $3.70 $27.00 $5.00 $15.00 $2.00 $16.00 $1.90 $20.10 $45.00 $1.00 $7.32 $0.40 $0.10 $0.10 $0.20

(16@1.00 PER PG) (16 @1.00 PER PG) 16@l.00 PER P0) (16 @1.00 PER P0)
(

(16@1.00 PER PG) (16@l.00 PER PG) (16@1.00 PER PG) (16@1.00 PER PG) (16@1.00 PER PG) (16 @1.00 PER P0) (16@1.00 PER PG) (16@1.00 PER PG) (16@1.00 PER PG) (16@1.00 PER PG) (16 @1.00 PER P0) (16 @1.00 PER P0) (16@1.00 PER PG) (16@1.00 PER PG) (16 @1.00 PER P0) (16@l.00 PER PG) (16@1.00 PER PG) (16@1.00 PER PG) 68773.00002 :Postage Charges for 11-01-10 (26@0.IO PER PG) (87@0.IO PER PG) (223@0.IO PER PG) (236 @0.10 PER P0) Reproduction Scan Copy (29 @0.10 PER P0) SCAN/COPY (37 @0.10 PER P0) 68773.00002 TriState Courier Charges for 11-02-10 68773.00002 InState Courier Charges for 11-02-10 68773.00002 TriState Courier Charges for 11-02-10 (CORR 2 @1.00 PER PG) (CORR 16 @1.00 PER P0) (19 @0.10 PER PG) (201 @0.IO PER PG) 68773.00002 TriState Courier Charges for 11-03-10 (CORR 1 @1.00 PER PG) 68773.00002 :Postage Charges for 11-03-10 (4@O1O PER PG) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0)

Invoice number 92462

11/08/2010 11/08/2010 11/08/2010 11/08/2010 11/09/2010 11/09/2010 11/09/2010 11/09/2010 11/09/2010 11/09/2010 11/09/2010 11/09/2010 11/09/2010 11/09/2010 11/12/2010 11/12/2010 11/12/2010 11/12/2010 11/12/2010 11/13/2010 11/15/2010 11/16/2010 11/17/2010 11/17/2010 11/18/2010 11/19/2010 11/19/2010 11/22/2010 11/23/2010 11/23/2010 11/23/2010 11/23/2010 11/23/2010 11/23/2010 11/23/2010 11/28/2010 11/29/2010 11/29/2010 11/30/2010 11/30/2010 RE RE2 RE2 RE2 DC DC FE P0 RE RE RE RE RE RE2 CC CC CC RE2 RE2 RE RE RE2 RE2 RE2 RE2 RE RE RE DC DC P0 RE2 RE2 RE2 RE2 RE2 RE2 RE2 P0 RE

68773

00002

Page 9
$16.00 $3.60 $4.10 $4.30 $5.74 $27.00 $10.47 $24.50 $1.30 $19.70 $19.70 $155.30 $155.30 $0.50 $30.00 $30.00 $30.00 $0.20 $0.80 $1.50 $0.80 $5.10 $0.30 $3.30 $1.10 $2.60 $3.40 $3.00 $5.00 $27.00 $11.20 $2.10 $4.20 $4.90 $5.70 $2.70 $4.50 $4.50 $13.75 $75.20

(160@0.IO PER PG)

SCAN/COPY 36 @0.10 PER PG) SCAN/COPY (41 @0.10 PER PG) SCAN/COPY (43 @0.10 PER PG) 68773.00002 InState Courier Charges for 11-09-10 68773.00002 InState Courier Charges for 11-09-10
(

68773.00002 FedEx Charges for 11-09-10 68773.00002 :Postage Charges for 11-09-10 (13@0.IO PER PG) (197@0.IO PER PG) (197@0.IO PER PG) (1553 @0.10 PER PG) (1553 @0.10 PER PG)

SCAN/COPY ( 5 @0.10 PER PG) Conference Call [E105] CourtCall for 11/1/2010 through 1130/2010 Conference Call [E105] CourtCall for 11/1/2010 through 1130/2010 Conference Call [E105] CourtCall for 11/1/2010 through 1130/2010 SCAN/COPY 2 @0.10 PER PG) SCAN/COPY 8 @0.10 PER PG) Reproduction Expense. [E101] 15 pgs, WLR (8@0.10 PER PG) SCAN/COPY (51 @0.10 PER PG) SCAN/COPY 3 @0.10 PER PG)
( ( (

SCAN/COPY (3 @0.10 PER PG) SCAN/COPY (II @0.10 PER PG)

(26 @0.10 PER PG) (34 @0.10 PER PG) (30 @0.10 PER PG) 68773.00002 TriState Courier Charges for 11-23-10 68773.00002 TriState Courier Charges for 11-23-10 68773.00002 :Postage Charges for 11-23-10

SCAN/COPY 21 @0.10 PER PG) SCAN/COPY (42 @0.10 PER PG) SCAN/COPY (49 @0.10 PER PG) SCAN/COPY 57 @0.10 PER PG) SCAN/COPY (27 @0.10 PER PG) SCAN/COPY (45 @0.10 PER PG) SCAN/COPY (45 @0.10 PER PG)
( (

68773.00002 :Postage Charges for 11-30-10 (752 @0.10 PER PG)

Invoice number 92462

68773 00002

Page 10 $4,051.60

Total Expenses:

Summary:
Total professional services Total expenses $21,951.00 $4,051.60

Net current charges

Net balance forward

$26,002.60
$344,917.30

Total balance now due

ARP BG CAK CJB DKW IDK JEO KFF KHB KPM LDJ MBL RMS SEM WLR Paul, Andrea R. Grohsgal, Bruce Knotts, Cheryl A. Bouzoukis, Charles J. Whaley, Dina K. Kharasch, Ira D. ONeill, James E. Finalyson, Kathe F. Brown, Kenneth H. Makowski, Kathleen P. Jones, Laura Davis Litvak, Maxim B. Saunders, Robert M. McFarland, Scotta E. Ramseyer, William L. 0.20 0.60 1.40 2.80 0.30 6.30 1.50 28.20 0.70 1.30 0.20 6.40 1.60 5.60 1.40 58.50 115.00 595.00 205.00 115.00 150.00 750.00 535.00 225.00 650.00 395.00 795.00 550.00 495.00 525.00 475.00

$370,919.90
$23.00 $357.00 $287.00 $322.00 $45.00 $4,725.00 $802.50 $6,345.00 $455.00 $513.50 $159.00 $3,520.00 $792.00 $2,940.00 $665.00 $21,951.00

Task Code Summary

Hours Amount

AA BL CA CO CP CPO FF PD

Asset Analysis/Recovery[B]20] Bankruptcy Litigation [L430] Case Administration [BI 101 Claims AdminlObjections[B310] Compensation Prof. [13160] Comp. of Prof./Others Financial Filings [B! 10] Plan & Disclosure Strut. [13320]

2.50 8.50 6.90 8.70 6.80 11.20 0.60 13.30 58.50

$1,725.00 $2,666.50 $1,196.00 $4,158.50 $2,297.50 $2,733.00 $306.00 $6,868.50 $21,951.00

Invoice number 92462

68773 00002

Page 11

Expense Code Summary

Air Fare [El 10] Airport Parking Conference Call [E105] Delivery/Courier Service Federal Express [E]08] Fax Transmittal [E104] Hotel Expense [El 10] Postage [E108] Reproduction Expense [E101] Reproduction/ Scan Copy $1,512.70 $66.00 $99.02 $446.69 $10.47 $723.00 $537.70 $63.72 $533.40 $58.90 $4,051.60

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

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

) ) )

ORDER GRANTING SEVENTH QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM SEPTEMBER 1, 2010 THROUGH NOVEMBER 30, 2010 Pachuiski Stang Ziehi & Jones LLP ("PSZ&J"), as counsel for the Debtors in the above-captioned cases, filed a Seventh Quarterly application for allowance of compensation and reimbursement of expenses for September 1, 2010 through November 30, 2010 (the "Seventh Quarterly Application"). The Court has reviewed the Seventh Quarterly Application and finds that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (b) notice of the Seventh Quarterly Application, and any hearing on the Seventh Quarterly Application, was adequate under the circumstances; and (c) all persons with standing have been afforded the opportunity to be heard on the Seventh Quarterly Application. Accordingly, it is hereby

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

68773-002\DOCSDE: 165350.1

ORDERED that the Seventh Quarterly Application is GRANTED, on an interim basis. Debtors in the above cases shall pay to PSZ&J the sum of $224,431.50 as compensation and $29,172.32 as reimbursement of expenses, for a total of $253,603.82 for services rendered and disbursements incurred by PSZ&J for the period September 1, 2010 through November 30, 2010, less any amounts previously paid in connection with the monthly fee applications. Dated: United States Bankruptcy Judge

68773-002\DOCS_DE: 165350.1

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

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

) ) )

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

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 6th day of January, 2011 she caused a copy of the following document(s) to be served upon the, parties on the attached service lists in the manner indicated: Quarterly Fee Application of Pachuiski Stang Ziehi & Jones LLP as Counsel for the Debtors for the Sixth Quarterly Period (September 1 - November 30, 20 10)

Sworn to an4 Subscribed before me this (th day of January 2011

Katleent orte Finlayso( , ) FL

(J

KURT A. BOWER NOTARY PUBLIC STATE OF DELAWARE

My commission expIres Dec. 10, 2012

Notary Public Commission Exp.:

_______

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachuiski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., I 1th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067

(Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201
68773-00 l\DOCS DE: 147432.1