IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al.,1 Debtors.

) ) ) ) )

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

Objection Deadline: November 12, 2009 Hearing Date: Only If Objections Are Timely Filed

SEVENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF STEPTOE & JOHNSON LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM SEPTEMBER 1, 2009 THROUGH SEPTEMBER 30, 2009 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 Steptoe & Johnson LLP Counsel to the Official Committee of Unsecured Creditors May 1, 2009 nunc pro tunc March 19, 2009 September 1, 2009 through September 30, 20092 $13,411.00 $578.27 interim final application.

The total time expended for preparation of this fee application will be reflected in subsequent fee applications.
1

The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp.; Pacific Energy Alaska Operating LLC; San Pedro Bay Pipeline Company; Carneros Energy, Inc.; and Gotland Oil, Inc. 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.

Doc. # CC-214720 v.1

PRIOR APPLICATIONS FILED Date Filed May 26, 2009 May 26, 2009 June 23, 2009 July 24, 2009 August 25, 2009 September 25, 2009 Period Covered March 19, 2009 March 31, 2009 April 1, 2009 April 30, 2009 May 1, 2009 May 31, 2009 June 1, 2009 June 30, 2009 July 1, 2009 July 31, 2009 August 1, 2009 August 31, 2009 Requested Fees $131,319.25 $138,521.00 $127,192.50 $109,267.75 $132,040.50 $24,049.50 Requested Expenses $1,494.05 $8,223.08 $4,188.98 $5,820.06 $8,470.56 $1,131.37 Approved Fees $105,055.40 $110,816.80 $101,754.00 $87,414.20 $105,632.40 $19,239.60 Approved Expenses $1,494.05 $8,223.08 $4,188.98 $5,820.06 $8,470.56 $1,131.37

S&J PROFESSIONALS Name of Professional Individual Filiberto Agusti Position with the Applicant, Year of Obtaining License to Practice, Area of Expertise Restructuring Partner, Member of DC Bar since 1979; Member of NY Bar since 1991 Litigation Special Counsel, Member of DC Bar since 2004; Member of NC Bar since 2001; Member of VA Bar since 2000 Restructuring Associate, Member of CA Bar since 2002 Paralegal 2003 Project Assistant Grand Total: Total Hours: Blended Rate: Hourly Billing Rate $650.00 Total Hours Billed 0.40 Total Compensation $260.00

Joshua R. Taylor

$480.00

18.40

$8,832.00

Katherine C. Piper Kimberly Hollingsworth Lisa Choi

$480.00 $205.00 $115.00

6.70 5.10 0.50

$3,216.00 $1,045.50 $57.50

$13,411.00 31.10 $386.00

Doc. # CC-214720 v.1

COMPENSATION BY CATEGORY Task Codes Asset Disposition Case Administration Fee/Employment Applications Executory Contracts/Leases Post-Petition Financing Hearings Travel Committee Correspondence TOTAL EXPENSE SUMMARY Expense Categories Reproduction/Scan Copy Travel Expenses TOTAL Service Provider3 (if applicable) Total Expenses $1.20 $577.07 $578.27 Total Hours 8.50 3.00 6.00 1.00 1.00 8.50 0.70 2.40 31.10 Total Fees $4,080.00 $835.00 $1,900.00 $480.00 $480.00 $4,148.00 $336.00 $1,152.00 $13,411.00

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

Doc. # CC-214720 v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al.,1 Debtors.

) ) ) ) )

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

Objection Deadline: November 12, 2009 Hearing Date: Only If Objections Are Timely Filed

SEVENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF STEPTOE & JOHNSON LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM SEPTEMBER 1, 2009 THROUGH SEPTEMBER 30, 2009 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 (Dkt. No. 147), entered on or about April 8, 2009 (the Administrative Order), Steptoe & Johnson LLP (Steptoe), counsel to the Official Committee of Unsecured Creditors (Committee), hereby submits its Seventh Monthly Application for Compensation and for Reimbursement of Expenses for the Period from September 1, 2009 through September 30, 2009 (the Application). By this Application, Steptoe seeks a monthly interim allowance of compensation in the amount of $13,411.00 and actual and necessary expenses in the amount of $578.27 for a total allowance of $13,989.27, and payment of $10,728.80 (80% of the allowed fees) and
1

The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp.; Pacific Energy Alaska Operating LLC; San Pedro Bay Pipeline Company; Carneros Energy, Inc.; and Gotland Oil, Inc.

Doc. # CC-214720 v.1

reimbursement of $578.27 (100% of the allowed expenses) for a total payment of $11,307.07 for the period September 1, 2009 through September 30, 2009 (the Interim Period). In support of this Application, Steptoe 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 continue to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The 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 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 Steptoe, as counsel to the Committee, was approved

effective as of March 19, 2009, by this Courts Order Authorizing and Approving the Employment of Steptoe & Johnson LLP as Counsel to the Official Committee of Unsecured Creditors of Pacific Energy Resources Ltd., et al., Nunc Pro Tunc to March 19, 2009 (Dkt. No. 261), entered on or about May 1, 2009 (the Retention Order). The Retention Order authorized

Doc. # CC-214720 v.1

Steptoe to be compensated on an hourly basis and to be reimbursed for actual and necessary outof-pocket expenses. STEPTOES APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which Steptoe requests compensation were performed for

or on behalf of the Committee. 6. Steptoe has received no payment and no promises for payment from any

source 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 Steptoe and any other person other than the partners of Steptoe for the sharing of compensation to be received for services rendered in this case. Steptoe has received payments totaling $541,736.52 from the Debtors estates to date. Fee Statement 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 Steptoes knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. Steptoe 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. Steptoe has reduced its charges related to any non-working travel time to fifty percent (50%) of Steptoes standard hourly rate. To the extent it is feasible; Steptoe professionals attempt to work during travel. Actual and Necessary Expenses 8. A summary of actual and necessary expenses incurred by Steptoe for the

Interim Period is attached hereto as part of Exhibit A. Steptoe customarily charges $0.10 per page for photocopying expenses related to cases, such as this one. Steptoes photocopying

Doc. # CC-214720 v.1

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. Steptoe summarizes each clients photocopying charges on a daily basis. 9. Steptoe 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 Steptoes calculation of the actual costs incurred by Steptoe 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. Steptoe does not charge the Debtors for the receipt of faxes in this case. 10. With respect to providers of on-line legal research services (e.g., LEXIS

and WESTLAW), Steptoe charges the standard usage rates these providers charge for computerized legal research. Steptoe bills its clients the actual amounts charged by such

services, with no premium. Any volume discount received by Steptoe is passed on to the client. Summary of Services Rendered 11. The names of the partners and associates of Steptoe who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management assistants of Steptoe who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 12. Steptoe, by and through such persons, has prepared and assisted in the

preparation of various motions, objections and orders submitted to the Court for consideration, advised the Committee 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. Steptoes efforts have been extensive to date due to the size, complexity, and accelerated schedule of the Debtors bankruptcy cases. Summary of Services by Task 13. The services rendered by Steptoe during the Interim Period can be Steptoe attempted to place the services

grouped into the task categories set forth below.

Doc. # CC-214720 v.1

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. A. Asset Disposition (Task Code 102) 14. efforts. This category includes services related to the Debtors asset disposition (1) performed analysis

During the Interim Period, Steptoe, among other things:

regarding the Debtors proposed sale or abandonment of their Alaska and California assets; (2) reviewed and analyzed documents from the Debtors and their professionals including proposed sale agreements and transition services agreements; (3) analyzed bids received for the Debtors Alaska and California assets; (4) analyzed executory contract and unexpired lease issues in connection with the proposed disposition of the Debtors assets; and (5) corresponded and conferred regarding asset disposition issues with the Debtors, their professionals and the Committee members. Fees: $4,080.00; B. Hours: 8.50

Case Administration (Task Code 104) 15. This category includes services related to the general and administrative During the Interim Period, Steptoe, among other things:

responsibilities for the case.

(1) reviewed correspondence and pleadings filed by the Debtors; (2) maintained a memorandum of critical dates; and (3) maintained document control. In addition, to the extent that services performed do not fit squarely into one particular task code, they may be placed here. Fees: $835.00; Hours: 3.00

Doc. # CC-214720 v.1

C.

Fee/Employment Applications (Task Code 107) 16. This category includes services related to the retention and fee

applications of Steptoe, as counsel, and Deloitte Financial Advisory Services, LLP, as financial advisors, for the Committee, as well as preparation of documents for the Court-appointed fee auditor. During the Interim Period, Steptoe, among other things: (1) prepared monthly and interim fee applications; and (2) prepared documents for fee auditor review. Fees: $1,900.00; D. Hours: 6.00

Executory Contracts/Leases (Task Code 114) 17. This category includes services related to the Debtors executory contracts

and leases. During the Interim Period Steptoe, among other things, reviewed and analyzed the Debtors motion for conditional assumption of certain oil and gas leases and related agreements, objections thereto, and motions by the Debtors to reject certain agreements. Fees: $480.00; E. Hours: 1.00

Post-Petition Financing (Task Code 115) 18. This category includes services related to the Debtors requested interim

and final orders approving post-petition financing. During the Interim Period Steptoe, among other things: (1) analyzed issues regarding the Debtors debtor in possession credit facility (DIP Facility) and amendments thereto; and (2) analyzed information with respect to the DIP Facility, including revised budgets to the DIP Facility. Fees: $480.00; F. Hearings (Task Code 116) 19. This category includes services related to hearings. During the Interim Hours: 1.00

Period, Steptoe, among other things, prepared for and attended hearings in Debtors cases, including regarding the Debtors proposed asset sales. Fees: $4,148.00; /// /// Hours: 8.50

Doc. # CC-214720 v.1

G.

Travel (Task Code 117) 20. This category includes services related to travel to and from hearings. Fees: $336.00 Hours: 0.70

H.

Committee Correspondence (Task Code 121) 21. This category includes services related to general Committee issues.

During the Interim Period, Steptoe, among other things: (1) responded to Committee member requests; (2) corresponded with Committee members regarding the Debtors various motions and actions in these cases; and (3) advised the Committee with regard to matters arising in these cases. Fees: $1,152.00; Hours: 2.40

Summary of Services by Task 22. The nature of services performed by these persons is fully set forth in

Exhibit A attached hereto. The rates reflected are Steptoes normal hourly rates for work of this character. The reasonable value of the services rendered by Steptoe for the Committee during the Interim Period is $13,411.00. 23. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the fees and costs incurred by Steptoe are 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, Steptoe has reviewed the /// /// /// /// ///

10

Doc. # CC-214720 v.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) ) ) ) ) ) )

In re PACIFIC ENERGY RESOURCES LTD., et al.,1 Debtors.

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

Objection Deadline: 11/12/09 at 4:00 p.m. Hearing Date: To be Scheduled.

NOTICE OF MONTHLY FEE APPLICATION PLEASE TAKE NOTICE that Steptoe & Johnson LLP, counsel to the Official Committee of Unsecured Creditors, (hereinafter referred to as Applicant), has filed its Seventh Monthly Application for Compensation and Reimbursement of Expenses for the Period From September 1, 2009 Through September 30, 2009 (the Application). Any objections or other responses (collectively, the Objections) to the Application must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before November 12, 2009 at 4:00 p.m. (Eastern Time) (the Objection Deadline). In addition, any Objections to the Application must be served so as to be received no later than the Objection Deadline upon the following entities: Filiberto Agusti, Esq. Joshua R. Taylor, Esq. Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, D.C. 20036 David B. Stratton, Esq. James C. Carignan, Esq. Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 North Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Francis J. Lawall, Esq. Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, Pennsylvania 19103-2799

Robbin L. Itkin, Esq. Katherine C. Piper, Esq. Steptoe & Johnson LLP 2121 Avenue of the Stars Suite 2800 Los Angeles, California 90067

The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp.; Pacific Energy Alaska Operating LLC; San Pedro Bay Pipeline Company; Carneros Energy, Inc.; and Gotland Oil, Inc.

#11628376 v1

Joseph McMahon, Esq. Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, Delaware 19801 Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street 17th Floor PO Box 8705 Wilmington, Delaware 19899-8705

Scott Winn Pacific Energy Resources Ltd. 111 W. Ocean Boulevard Suite 1240 Long Beach, California 90802 Ira Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard 11th Floor Los Angeles, California 90067-4100

In the event one or more Objection(s) to the Application are filed, a Hearing on the Application will be held before the Honorable Kevin J. Carey, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Wilmington, Delaware 19801 on a date and time to be determined and subsequently noticed. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING. Dated: October 23, 2009 PEPPER HAMILTON LLP /s/ John H. Schanne, II David B. Stratton (DE No. 960) James C. Carignan (DE No. 4230) John H. Schanne, II (DE No. 5260) Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 and Francis J. Lawall, Esq. 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103-2799 Tel: (215) 981-4000 Fax: (215) 981-4750 and

#11628376 v1

Filiberto Agusti, Esq. (DC Bar No. 270058) (admitted pro hac vice) Joshua R. Taylor, Esq. (VA Bar No. 45919) STEPTOE & JOHNSON LLP 1330 Connecticut Avenue NW Washington, DC 20036 Tel: (202) 429-3000 Fax: (202) 506-3902 and Robbin L. Itkin, Esq. (CA Bar No. 117105) (admitted pro hac vice) Katherine C. Piper, Esq. (CA Bar No. 222828) (admitted pro hac vice) STEPTOE & JOHNSON LLP 2121 Avenue of the Stars, Suite 2800 Los Angeles CA 90067 Tel: (310) 734-3200 Fax: (310) 734-3300 Counsel for the Official Committee of Unsecured Creditors of Pacific Energy Resources Ltd., et al.

#11628376 v1

EXHIBIT A

2121 Avenue of the Stars Suite 2800 Los Angeles, CA 90067 Telephone 310.734.3200 Facsimile 310.734.3300 www.steptoe.com

10/21/09 Mr. Skip Marter General Counsel Forest Oil Corporation 707 Seventh Street Denver CO 80202 USA

Our Matter No. 017406.00001 UNSECURED CREDITORS COMMITTEE

Invoice No. 2318376

For Professional Services Rendered September 1, 2009 Through September 30, 2009: Total Fees: Total Expenses: Total Due for this Period: $13,411.00 $578.27 $13,989.27

Tax I.D. Number 52-1349790

2121 Avenue of the Stars Suite 2800 Los Angeles, CA 90067 Telephone 310.734.3200 Facsimile 310.734.3300 www.steptoe.com

10/21/09 Mr. Skip Marter General Counsel Forest Oil Corporation 707 Seventh Street Denver CO 80202 USA

Project Name: Firm Matter Number: Period Covered:

UNSECURED CREDITORS COMMITTEE 017406.00001 09/01/09 to 09/30/09

Invoice Number:

2318376

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 2

Matter No: Invoice No.:

017406.00001 2318376

SUMMARIES FOR ENTIRE MATTER --------------------------------------------------------------------TIMEKEEPER SUMMARY

Name F. Agusti J.R. Taylor K.C. Piper K. Hollingsworth L. Choi Total Fees Date 09/01/2009 Title Partner SP Counsel Associate Paralegal Project Asst Hours 0.40 18.40 6.70 5.10 0.50 31.10 Rate 650.00 480.00 480.00 205.00 115.00 Amount 260.00 8,832.00 3,216.00 1,045.50 57.50 13,411.00 Amount 96.00

09/01/2009

09/09/2009

09/09/2009

09/10/2009

09/10/2009

09/10/2009

09/10/2009

09/11/2009

Asset Disposition K.C. Piper Associate Review updates on status of Alaska sale and update from today's sale hearing. K.C. Piper Associate Teleconference with J. Taylor re issues associated with bids for Alaska assets and pending issues re creditor recoveries. K.C. Piper Associate Correspond with Debtors' counsel re Debtors de minimis asset sale motion, second motion to reject contracts and leases, and conditional motion to assume oil and gas leases. K.C. Piper Associate Review Debtors de minimis asset sale motion, second motion to reject contracts and leases, and conditional motion to assume oil and gas leases; draft summary for Committee members. J.R. Taylor SP Counsel Obtain updates on status of Sale/Abandonment. J.R. Taylor SP Counsel Review new objections to Sale/Abandonment. J.R. Taylor SP Counsel Review proposed Sale & Abandonment Orders. J.R. Taylor SP Counsel Update Committee re Sale/Abandonment status. J.R. Taylor SP Counsel Conference with Debtor's, State of Alaska re sale strategy.

Hours 0.20

0.50

240.00

0.20

96.00

1.00

480.00

0.40

192.00

1.40

672.00

1.30

624.00

0.20

96.00

0.60

288.00

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 3

Matter No: Invoice No.:

017406.00001 2318376

Date 09/11/2009

09/11/2009

09/14/2009

09/14/2009

09/17/2009

09/18/2009

09/18/2009

09/28/2009

Asset Disposition J.R. Taylor SP Counsel Obtain updates/provide updates and communicate re status of sale or abandonment. J.R. Taylor SP Counsel Review modified abandonment proposal. J.R. Taylor SP Counsel Review Motion to Reconsider filed by Daniel Donkle. K.C. Piper Associate Review Motion to Reconsider re Alaska Asset Sale filed by individual CRRI holder and teleconference with J. Taylor re same. J.R. Taylor SP Counsel Review new objections re sale of assets and Motion to Reconsider. J.R. Taylor SP Counsel Review Donkel's Motion to Reconsider and Force Sale. K.C. Piper Associate Review Donkel sale pleadings and correspond with J. Taylor re same. J.R. Taylor SP Counsel Follow-up with debtors re status of Beta sale, DIP financing and upcoming hearing.

Hours 0.30

Amount 144.00

0.50

240.00

0.50

240.00

0.20

96.00

0.30

144.00

0.40

192.00

0.20

96.00

0.30

144.00

--------------------------------------------------------------------Timekeeper Summary for Asset Disposition

Name J.R. Taylor K.C. Piper Totals for 102

Title SP Counsel Associate

Hours 6.20 2.30 8.50

Rate 480.00 480.00

Amount 2,976.00 1,104.00 4,080.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 4

Matter No: Invoice No.:

017406.00001 2318376

Date 09/01/2009

09/02/2009

09/04/2009

09/10/2009

09/15/2009

Case Administration J.R. Taylor SP Counsel Conference with Debtors and Lenders re status of matters and DIP financing. K. Hollingsworth Paralegal Review court docket and amended agenda for updates to the critical dates list. K. Hollingsworth Paralegal Review filed documents in the court docket for K. Piper for updates (.30) and review agenda for September 9, 2009 hearing (.10). K. Hollingsworth Paralegal Review court docket for objection deadlines and hearings (.40) and update critical dates list (.40). K. Hollingsworth Paralegal Review and update critical dates list.

Hours 0.80

Amount 384.00

0.80

164.00

0.40

82.00

0.80

164.00

0.20

41.00

--------------------------------------------------------------------Timekeeper Summary for Case Administration

Name J.R. Taylor K. Hollingsworth Totals for 104

Title SP Counsel Paralegal

Hours 0.80 2.20 3.00

Rate 480.00 205.00

Amount 384.00 451.00 835.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 5

Matter No: Invoice No.:

017406.00001 2318376

Date 09/11/2009

09/14/2009

09/17/2009

09/17/2009

09/18/2009

09/21/2009

09/21/2009

09/24/2009

09/25/2009

09/25/2009

09/25/2009

09/28/2009

Fee/Employment Applications K.C. Piper Associate Review and revise exhibits for August fee application. K.C. Piper Associate Review initial fee auditor's unfiled report re S&J 1st Interim Fee Period and correspondence to same. K. Hollingsworth Paralegal Review S&J details of fees and expenses for August 2009 fee application. K. Hollingsworth Paralegal Review fee auditor's amended request re August 2009 details. K. Hollingsworth Paralegal Review amendments to August fee details and in-office conference with K. Piper re same. K. Hollingsworth Paralegal Compare fee exhibits and review final draft regarding task descriptions and fees requested. K.C. Piper Associate Review and revise August Monthly Fee Application. K. Hollingsworth Paralegal Prepare sixth S&J fee application for E-filing. K. Hollingsworth Paralegal Review auditor report responding to 9/28/09 extended deadline (.60) and in-office conference with K. Piper re same (.30). K.C. Piper Associate Review data in support of response to fee auditor's First Report request and office conference with K. Hollingsworth re same. L. Choi Project Asst Prepare draft of Steptoe & Johnson LLP's Second Interim Fee Application. K.C. Piper Associate Prepare response to fee auditor inquiry for First Interim Fee Application of Steptoe & Johnson.

Hours 0.40

Amount 192.00

0.30

144.00

0.40

82.00

0.10

20.50

0.20

41.00

1.10

225.50

0.20

96.00

0.20

41.00

0.90

184.50

0.50

240.00

0.50

57.50

1.20

576.00

--------------------------------------------------------------------Timekeeper Summary for Fee/Employment Applications

Name K.C. Piper K. Hollingsworth

Title Associate Paralegal

Hours 2.60 2.90

Rate 480.00 205.00

Amount 1,248.00 594.50

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 6

Matter No: Invoice No.:

017406.00001 2318376

Name L. Choi Totals for 107

Title Project Asst

Hours 0.50 6.00

Rate 115.00

Amount 57.50 1,900.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 7

Matter No: Invoice No.:

017406.00001 2318376

Date 09/17/2009

09/18/2009

09/18/2009

Executory Contracts/Leases K.C. Piper Associate Analyze objections to conditional lease assumption motion filed by Aera and Noble. K.C. Piper Associate Review Aera and Noble objections to conditional lease assumption for Beta assets and correspond with Committee Members re same. K.C. Piper Associate Review rejection damage calculations re rejected leases/contracts (Motion #2) and review rejection motion #3 (.2); correspond with Debtors' counsel re same (.1).

Hours 0.50

Amount 240.00

0.20

96.00

0.30

144.00

--------------------------------------------------------------------Timekeeper Summary for Executory Contracts/Leases

Name K.C. Piper Totals for 114

Title Associate

Hours 1.00 1.00

Rate 480.00

Amount 480.00 480.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 8

Matter No: Invoice No.:

017406.00001 2318376

Date 09/08/2009

09/14/2009

09/15/2009

Post-Petition Financing J.R. Taylor SP Counsel Review draft Amendments to DIP Agreement. K.C. Piper Associate Review 5th Amendment to DIP Financing and correspond to J. Taylor re same. J.R. Taylor SP Counsel Review new proposed DIP budget.

Hours 0.60

Amount 288.00

0.20

96.00

0.20

96.00

--------------------------------------------------------------------Timekeeper Summary for Post-Petition Financing

Name J.R. Taylor K.C. Piper Totals for 115

Title SP Counsel Associate

Hours 0.80 0.20 1.00

Rate 480.00 480.00

Amount 384.00 96.00 480.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 9

Matter No: Invoice No.:

017406.00001 2318376

Date 09/01/2009 09/01/2009

09/08/2009

09/11/2009

09/11/2009

09/11/2009

Hearings J.R. Taylor SP Counsel Attend hearing re asset sale. J.R. Taylor SP Counsel Review matters for hearing and prepare for hearing re asset sale. F. Agusti Partner Review emails and give Mr. Taylor instructions re 9/9/09 hearing. J.R. Taylor SP Counsel Attend hearings re asset sale/abandonment. J.R. Taylor SP Counsel Prepare for hearing re asset sale/abandonment. J.R. Taylor SP Counsel Travel from hearing.

Hours 1.60 2.10

Amount 768.00 1,008.00

0.40

260.00

1.60

768.00

1.90

912.00

0.90

432.00

--------------------------------------------------------------------Timekeeper Summary for Hearings

Name F. Agusti J.R. Taylor Totals for 116

Title Partner SP Counsel

Hours 0.40 8.10 8.50

Rate 650.00 480.00

Amount 260.00 3,888.00 4,148.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 10

Matter No: Invoice No.:

017406.00001 2318376

Date 09/01/2009

Travel J.R. Taylor SP Counsel Return travel from hearing.

Hours 0.70

Amount 336.00

--------------------------------------------------------------------Timekeeper Summary for Travel

Name J.R. Taylor Totals for 117

Title SP Counsel

Hours 0.70 0.70

Rate 480.00

Amount 336.00 336.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 11

Matter No: Invoice No.:

017406.00001 2318376

Date 09/01/2009

09/01/2009

09/02/2009

09/11/2009

09/11/2009

09/14/2009

09/17/2009

Committee Correspondence J.R. Taylor SP Counsel Prepare summary of hearing for committee members prepared to follow-up questions. K.C. Piper Associate Review July Monthly Operating Reports and correspondence to Committee Members re same. J.R. Taylor SP Counsel Respond to e-mails re September 1 hearing from Committee. J.R. Taylor SP Counsel Produce summary minutes to Committee. K.C. Piper Associate Correspond with Committee Members re Debtors de minimis asset sale motion and other misc. motions set for Sept. 24 hearing. J.R. Taylor SP Counsel Prepare summary of motion to reconsider for Committee. K.C. Piper Associate Correspond with Committee Member and creditor regarding case status and sale process.

Hours 0.60

Amount 288.00

0.20

96.00

0.60

288.00

0.30

144.00

0.20

96.00

0.30

144.00

0.20

96.00

--------------------------------------------------------------------Timekeeper Summary for Committee Correspondence

Name J.R. Taylor K.C. Piper Totals for 121

Title SP Counsel Associate

Hours 1.80 0.60 2.40

Rate 480.00 480.00

Amount 864.00 288.00 1,152.00

---------------------------------------------------------------------

UNSECURED CREDITORS COMMITTEE October 21, 2009 Page 12

Matter No: Invoice No.:

017406.00001 2318376

Date

Description Duplicating

Amount 1.20 17.00 17.00 249.00

09/08/09 09/08/09 09/08/09

Parking - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/01/09 to attend hearing. Taxis - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/01/09 to attend hearing. Train Fare - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/01/09 to attend hearing (fee included). Meals While on Travel - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/01/09 to attend hearing. Parking - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/11/09 to attend hearing. Taxis - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/11/09 to attend hearing. Train Fare - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/11/09 to attend hearing (change fee). Meals While on Travel - JOSHUA TAYLOR - Travel from DC to Wilmington, DE on 09/11/09 to attend hearing. Total

09/08/09 09/15/09 09/15/09 09/15/09

6.68 17.00 10.00 247.00

09/15/09

13.39 578.27

--------------------------------------------------------------------EXPENSES SUMMARY
Copying Out-of-town Travel Total Expenses 1.20 577.07 578.27

--------------------------------------------------------------------INVOICE TOTALS FOR THIS MATTER Total Fees Total Expenses TOTAL DUE: $13,411.00 $578.27 $13,989.27

CERTIFICATE OF SERVICE I, John H. Schanne, II, hereby certify that on the 23rd day of September, 2009, I caused the foregoing Seventh Monthly Application for Compensation and Reimbursement of Expenses of Steptoe & Johnson LLP, as Counsel to the Official Committee of Unsecured Creditors for the Period From September 1, 2009 Through September 30, 2009 to be served upon the entities identified on the attached service list in the manner indicated.

/s/ John H. Schanne, II John H. Schanne, II (DE No. 5260)

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SERVICE LIST Joseph McMahon, Esq. Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, Delaware 19801 VIA HAND DELIVERY Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street 17th Floor PO Box 8705 Wilmington, Delaware 19899-8705 VIA HAND DELIVERY Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Ste 1250 Dallas, Texas 75201 VIA FEDEX Scott Winn Pacific Energy Resources Ltd. 111 W. Ocean Boulevard Suite 1240 Long Beach, California 90802 VIA FEDEX Ira Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard 11th Floor Los Angeles, California 90067-4100 VIA FEDEX

#11628376 v1