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: January 13, 2010 Hearing Date: Only If Objections Are Timely Filed

NINTH 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 NOVEMBER 1, 2009 THROUGH NOVEMBER 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 November 1, 2009 through November 30, 20092 $8,249.50 $113.00 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-217865 v.1

PRIOR APPLICATIONS FILED Date Filed May 26, 2009 (1st Monthly Fee Application) May 26, 2009 (2nd Monthly Fee Application) June 23, 2009 (3rd Monthly Fee Application) July 17, 2009 (1st Interim Fee Application) July 24, 2009 (4th Monthly Fee Application) August 25, 2009 (5th Monthly Fee Application) September 25, 2009 (6th Monthly Fee Application) October 23, 2009 (7th Monthly Fee Application) November 25, 2009 (8th Monthly Fee Application) Period Covered March 19, 2009 March 31, 2009 April 1, 2009 April 30, 2009 May 1, 2009 May 31, 2009 March 19, 2009 May 31, 2009 June 1, 2009 June 30, 2009 July 1, 2009 July 31, 2009 August 1, 2009 August 31, 2009 September 1, 2009 September 30, 2009 October 1, 2009 October 31, 2009 Requested Fees $131,319.25 Requested Expenses $1,494.05 Approved Fees $105,055.40 Approved Expenses $1,494.05

$138,521.00

$8,223.08

$110,816.80

$8,223.08

$127,192.50

$4,188.98

$101,754.00

$4,188.98

$397,032.75

$13,906.11

$397,032.75

$2,929.24

$109,267.75

$5,820.06

$87,414.20

$5,820.06

$132,040.50

$8,470.56

$105,632.40

$8,470.56

$24,049.50

$1,131.37

$19,239.60

$1,131.37

$13,411.00

$578.27

$10,728.80

$578.27

$7,680.00

$30.60

$6,144.00

$30.60

Doc. # CC-217865 v.1

S&J PROFESSIONALS Name of Professional Individual Robbin L. Itkin Filiberto Agusti Position with the Applicant, Year of Obtaining License to Practice, Area of Expertise Restructuring Partner, Member of CA Bar since 1984 Restructuring Partner, Member of DC Bar since 1979; Member of NY Bar since 1991 Energy Partner, Member of DC Bar since 1980 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 $740.00 $650.00 Total Hours Billed 0.70 1.00 Total Compensation $518.00 $650.00

Steven G. Reed Joshua R. Taylor

$645.00 $480.00

3.40 1.90

$2,193.00 $912.00

Katherine C. Piper Kimberly Hollingsworth Lisa Choi

$480.00 $205.00 $115.00

6.00 4.90 0.80

$2,880.00 $1,004.50 $92.00

$8,249.50 18.70 $473.57

Doc. # CC-217865 v.1

COMPENSATION BY CATEGORY Task Codes Asset Analysis and Recovery Asset Disposition Case Administration Fee/Employment Applications Fee/Employment Objections Adversary Proceedings Post-Petition Financing Committee Correspondence TOTAL EXPENSE SUMMARY Expense Categories Reproduction/Scan Copy TOTAL Service Provider3 (if applicable) Total Expenses $113.00 $113.00 Total Hours 4.80 4.70 0.50 4.50 1.90 0.30 0.90 1.10 18.70 Total Fees $2,815.50 $2,419.00 $325.00 $1,125.50 $389.50 $61.50 $536.00 $577.50 $8,249.50

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-217865 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: January 13, 2010 Hearing Date: Only If Objections Are Timely Filed

NINTH 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 NOVEMBER 1, 2009 THROUGH NOVEMBER 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 Ninth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from November 1, 2009 through November 30, 2009 (the Application). By this Application, Steptoe seeks a monthly interim allowance of compensation in the amount of $8,249.50 and actual and necessary expenses in the amount of $113.00 for a total allowance of $8,362.50, and payment of $6,599.60 (80% of the allowed fees) and reimbursement
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-217865 v.1

of $113.00 (100% of the allowed expenses) for a total payment of $6,712.60 for the period November 1, 2009 through November 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-217865 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 $538,329.53 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-217865 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. 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.

provided in the category that best relates to such services. However, because certain services

Doc. # CC-217865 v.1

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 Analysis and Recovery (Task Code 101) 14. This category includes services related to the analysis of the Debtors

assets. During the Interim Period, Steptoe, among other things, performed analysis regarding the Debtors proposed settlement with certain overriding royalty interest holders and potential litigation issues. Fees: $2,815.50; B. Asset Disposition (Task Code 102) 15. efforts. This category includes services related to the Debtors asset disposition (1) performed analysis Hours: 4.80

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: $2,419.00; C. Hours: 4.70

Case Administration (Task Code 104) 16. 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

Doc. # CC-217865 v.1

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: $325.00; D. Hours: 0.50

Fee/Employment Applications (Task Code 107) 17. 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: $1,125.50; E. Hours: 4.50

Fee/Employment Objections (Task Code 108) 18. This category includes services related to the employment applications

filed with respect to the Debtors various of professionals. During the Interim Period, Steptoe, among other things: (1) reviewed, analyzed and monitored the fee applications filed by the Debtors various professionals and corresponded with the Debtors counsel regarding the same; and (2) monitored the employment and compensation of the Debtors various ordinary course professionals. Fees: $389.50; F. Hours: 1.90

Adversary Proceedings (Task Code 110) 19. This category includes services related to adversary proceedings. During

the Interim Period Steptoe, among other things, monitored the Debtors adversary proceedings. Fees: $61.50; G. Hours: 0.30

Post-Petition Financing (Task Code 115) 20. 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

10

Doc. # CC-217865 v.1

Facility) and amendments thereto; and (2) analyzed information with respect to the DIP Facility, including revised budgets to the DIP Facility. Fees: $536.00; H. Hours: 0.90

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: $577.50; Hours: 1.10

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 $8,249.50. 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 /// /// /// ///

11

Doc. # CC-217865 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: 1/13/10 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 Ninth Monthly Application for Compensation and Reimbursement of Expenses for the Period From November 1, 2009 Through November 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 January 13, 2010 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.

#11864472 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: December 24, 2009 PEPPER HAMILTON LLP /s/ James C. Carignan 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

#11864472 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.

#11864472 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

12/09/09 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. 2325048

For Professional Services Rendered Through November 30, 2009: Total Fees: Total Expenses: Total Due for this Period: $8,249.50 $113.00 $8,362.50

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

12/09/09 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 11/01/09 to 11/30/09

Invoice Number:

2325048

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 2

Matter No: Invoice No.:

017406.00001 2325048

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

Name R.L. Itkin F. Agusti S.G. Reed J.R. Taylor K.C. Piper K. Hollingsworth L. Choi Total Fees Date 11/13/2009 Title Partner Partner Partner SP Counsel Associate Paralegal Project Asst Hours 0.70 1.00 3.40 1.90 6.00 4.90 0.80 18.70 Rate 740.00 650.00 645.00 480.00 480.00 205.00 115.00 Amount 518.00 650.00 2,193.00 912.00 2,880.00 1,004.50 92.00 8,249.50 Amount 384.00

11/13/2009

11/16/2009

11/16/2009

11/16/2009

11/19/2009

11/30/2009

Asset Analysis and Recovery K.C. Piper Associate Analyze 9019 Settlement Motion re ORRI Payments and Motion for Attorneys Fees re same filed by Debtors; correspond with S. Reed re same. K.C. Piper Associate Correspond with Debtors' counsel re proposed settlement re Alaska ORRI dispute and proposed Sale Order for AK asset sale. K.C. Piper Associate Correspond with S. Reed re ORRI Settlement Motion; correspond with Debtors' counsel re same. S.G. Reed Partner Exchange emails re proposed settlement of overriding royalty issue. S.G. Reed Partner Review settlement motion and proposed settlement agreement re overriding royalties. S.G. Reed Partner Analyze settlement motion and review prior pleadings re overriding royalty issues; prepare recommendation to Committee re motion. K.C. Piper Associate Correspond with I. Kharisch re proposed resolution with initial Group 1 bidder re deposit dispute; teleconference with J. Taylor re same; review Complaint filed by New Alaska and correspond with I. Kharisch re same.

Hours 0.80

0.20

96.00

0.20

96.00

0.30

193.50

0.50

322.50

2.30

1,483.50

0.50

240.00

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 3

Matter No: Invoice No.:

017406.00001 2325048

--------------------------------------------------------------------Timekeeper Summary for Asset Analysis and Recovery

Name S.G. Reed K.C. Piper Totals for 101

Title Partner Associate

Hours 3.10 1.70 4.80

Rate 645.00 480.00

Amount 1,999.50 816.00 2,815.50

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 4

Matter No: Invoice No.:

017406.00001 2325048

Date 11/03/2009 11/03/2009 11/03/2009 11/05/2009

11/09/2009 11/10/2009 11/10/2009

11/12/2009

11/14/2009

11/18/2009

11/19/2009

11/24/2009

11/24/2009

11/24/2009

11/24/2009

Asset Disposition F. Agusti Partner Review proposed Alaska sale order. J.R. Taylor SP Counsel Review proposed sale order. R.L. Itkin Partner Exchange emails re status of sale. K.C. Piper Associate Correspond with Debtors' counsel and J. Carignan regarding status of the sale of the Group 1 Alaska assets. J.R. Taylor SP Counsel Review revised Group 2 sale order. J.R. Taylor SP Counsel Review revised sale order. K.C. Piper Associate Review transcript of Alaska Group 1 auction. K.C. Piper Associate Review and comment on proposed Alaska Sale Order. K.C. Piper Associate Review revised Alaska Sale Order and correspond with Debtors' counsel re same. K.C. Piper Associate Review revisions to proposed order for Alaska asset sale; correspond with Debtors' counsel re same. K.C. Piper Associate Review memo from S. Reed re ORRI settlement motion and correspond with same. F. Agusti Partner Confer with Mr. Taylor re developments on sale of the Beta assets. J.R. Taylor SP Counsel Assess options for responding to Beta Sale and draft email summary of those options. J.R. Taylor SP Counsel Discuss Beta sale with debtors counsel. K.C. Piper Associate Correspond and teleconference with J. Taylor re Debtors' Beta sale status and negotiations re distributions to unsecured creditors.

Hours 0.20 0.30 0.30 0.10

Amount 130.00 144.00 222.00 48.00

0.20 0.20 0.50

96.00 96.00 240.00

0.80

384.00

0.20

96.00

0.20

96.00

0.20

96.00

0.30

195.00

0.40

192.00

0.30

144.00

0.50

240.00

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 5

Matter No: Invoice No.:

017406.00001 2325048

Name F. Agusti R.L. Itkin J.R. Taylor K.C. Piper Totals for 102

Title Partner Partner SP Counsel Associate

Hours 0.50 0.30 1.40 2.50 4.70

Rate 650.00 740.00 480.00 480.00

Amount 325.00 222.00 672.00 1,200.00 2,419.00

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 6

Matter No: Invoice No.:

017406.00001 2325048

Date 11/24/2009

11/24/2009

11/24/2009

Case Administration F. Agusti Partner Communicate with Mr. Grant re unsecured creditors carve-out and re wind down budget F. Agusti Partner Confer with Mr. Kharash re unsecured creditors carve-out and re wind down budget F. Agusti Partner Exchange emails with Mr. Grant.

Hours 0.20

Amount 130.00

0.10

65.00

0.20

130.00

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

Name F. Agusti Totals for 104

Title Partner

Hours 0.50 0.50

Rate 650.00

Amount 325.00 325.00

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 7

Matter No: Invoice No.:

017406.00001 2325048

Date 11/09/2009

11/09/2009

11/13/2009

11/16/2009

11/18/2009

11/18/2009

11/18/2009

11/19/2009

11/24/2009

11/25/2009

Fee/Employment Applications K.C. Piper Associate Review Fee Auditor's First Report re S&J and correspondence to F. Agusti re same. K.C. Piper Associate Review and revise draft exhibits for October 2009 Fee Application. K. Hollingsworth Paralegal Complete final review of fee details for October 2009 invoice (.70) and correspond with billing re revisions (.30). K.C. Piper Associate Office conference with K. Hollingsworth re preparation for 1st Interim Fee Application hearing. K. Hollingsworth Paralegal Review exhibits for S&J eighth monthly fee application with billing and K. Piper. K.C. Piper Associate Review exhibits to October fee application. L. Choi Project Asst Draft Eighth Monthly (October) fee application with hours and attorney fees. K.C. Piper Associate Review and revise October fee application. K. Hollingsworth Paralegal Prepare final S&J eighth fee application and exhibits for Efiling. K. Hollingsworth Paralegal Prepare E-mail and searchable details for fee auditor re S&J eighth fee application.

Hours 0.20

Amount 96.00

0.20

96.00

1.00

205.00

0.20

96.00

1.10

225.50

0.20

96.00

0.80

92.00

0.20

96.00

0.40

82.00

0.20

41.00

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

Name K.C. Piper K. Hollingsworth L. Choi Totals for 107

Title Associate Paralegal Project Asst

Hours 1.00 2.70 0.80 4.50

Rate 480.00 205.00 115.00

Amount 480.00 553.50 92.00 1,125.50

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 8

Matter No: Invoice No.:

017406.00001 2325048

Date 11/05/2009

11/13/2009

11/16/2009

Fee/Employment Objections K. Hollingsworth Paralegal Review fee auditor report re Pachulski. K. Hollingsworth Paralegal Review monthly fee applications for Millstream and Lazard for success fees (.50); review monthly fee application binders for hearing on November 19, 2009 for K. Piper (.40); and review court docket for Albrecht fee application (.20). K. Hollingsworth Paralegal In-office conference with K. Piper re Millstream and Lazard recent fee requests (.20); review first interim fee period comparison chart (.20); and in-office conference with L. Choi re second interim fee analysis (.20).

Hours 0.20

Amount 41.00

1.10

225.50

0.60

123.00

--------------------------------------------------------------------Timekeeper Summary for Fee/Employment Objections

Name K. Hollingsworth Totals for 108

Title Paralegal

Hours 1.90 1.90

Rate 205.00

Amount 389.50 389.50

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 9

Matter No: Invoice No.:

017406.00001 2325048

Date 11/25/2009

Adversary Proceedings K. Hollingsworth Paralegal Analyze complaint filed in adversary case no. 09-10785 for K. Piper.

Hours 0.30

Amount 61.50

--------------------------------------------------------------------Timekeeper Summary for Adversary Proceedings

Name K. Hollingsworth Totals for 110

Title Paralegal

Hours 0.30 0.30

Rate 205.00

Amount 61.50 61.50

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 10

Matter No: Invoice No.:

017406.00001 2325048

Date 11/05/2009 11/05/2009

11/13/2009

11/17/2009

Post-Petition Financing K.C. Piper Associate Review DIP Amendment No. 7. R.L. Itkin Partner Review and comment upon issues re DIP financing and creditor claims. K.C. Piper Associate Review 8th Amendment to DIP and correspond with F. Agusti re same. K.C. Piper Associate Analyze 8th Amendment to DIP Agreement.

Hours 0.10 0.40

Amount 48.00 296.00

0.20

96.00

0.20

96.00

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

Name R.L. Itkin K.C. Piper Totals for 115

Title Partner Associate

Hours 0.40 0.50 0.90

Rate 740.00 480.00

Amount 296.00 240.00 536.00

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 11

Matter No: Invoice No.:

017406.00001 2325048

Date 11/13/2009

11/20/2009

11/24/2009

11/24/2009

11/25/2009

Committee Correspondence K.C. Piper Associate Correspond with Committee Members re ORRI Motion. S.G. Reed Partner Prepare recommendation to Committee re overriding royalty settlement for transmittal. J.R. Taylor SP Counsel Draft email to Committee re Beta Sale. K.C. Piper Associate Correspond with S. Reed and Committee Members re ORRI Settlement. J.R. Taylor SP Counsel Respond to request from Committee re Beta Sale.

Hours 0.10

Amount 48.00

0.30

193.50

0.30

144.00

0.20

96.00

0.20

96.00

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

Name S.G. Reed J.R. Taylor K.C. Piper Totals for 121

Title Partner SP Counsel Associate

Hours 0.30 0.50 0.30 1.10

Rate 645.00 480.00 480.00

Amount 193.50 240.00 144.00 577.50

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

UNSECURED CREDITORS COMMITTEE December 9, 2009 Page 12

Matter No: Invoice No.:

017406.00001 2325048

Date

Description Duplicating Total

Amount 113.00 113.00

--------------------------------------------------------------------EXPENSES SUMMARY
Copying Total Expenses 113.00 113.00

--------------------------------------------------------------------INVOICE TOTALS FOR THIS MATTER Total Fees Total Expenses TOTAL DUE: $8,249.50 $113.00 $8,362.50

CERTIFICATE OF SERVICE I, James C. Carignan, hereby certify that on the 24th day of December, 2009, I caused the foregoing Ninth 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 November 1, 2009 Through November 30, 2009 to be served upon the entities identified on the attached service list in the manner indicated.

/s/ James C. Carignan James C. Carignan (DE No. 4230)

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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

#11864472 v1