UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD, et al., Debtors. Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

NOTICE OF FOURTH INTERIM VERIFIED FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. AS FEE AUDITOR FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Name of Applicant: Authorized to Provide Services:

Warren H. Smith & Associates, P.C.

As Fee Auditor to the Estates

Date of Retention: Period for Which Compensation and Reimbursement is Sought: Amount of Compensation Requested: Amount of Expense Reimbursement Requested: Amount of Compensation Requested Less Holdback: Amount of Compensation Paid For Applicable Period: Amount of Expenses Reimbursed For Applicable Period: Total Amount of Holdback Fees in Aggregate:

April 8, 2009

December 1, 2009 through February 28, 2010

$54,294.25

$457.48

$43,435.40

$23,813.60

$280.04

$30,658.09

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CUMULATIVE SUMMARY OF INTERIM APPLICATIONS OF WARREN H. SMITH & ASSOCIATES, P.C. FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD DECEMBER 1, 2009 THROUGH FEBRUARY 28, 2010: Month; Filing Date; Docket No. Total Fees Requested Total Expenses Requested Certification of No Objection Filing Date; Docket No. Amount of Fees Paid (80%) Amount of Expenses paid (100%) Amount of % Hold back Fees Sought

December 1/11/2010 1274 $9,708.50 January 2/5/2010 1313 $20,058.50 February 3/16/2010 1400 $24,527.25 Total $54,294.25 $177.44 $457.48 $101.85 $178.19

2/2/2010 1306

$7,766.80

$178.19

$1,941.70

2/26/2010 1367

$16,046.80

$101.85

$4,011.70

4/6/2010 1483 $23,813.60 $280.04

$24,704.69 $30,658.09

CUMULATIVE COMPENSATION SUMMARY BY PROJECT CATEGORY: Project Category Total Hours For The Period 12/1/09 through 2/28/10 291.20 5.80 297.00 Total Hours from the Petition Date Total Fees For The Period 12/1/09 through 2/28/10 $53,760.75 $533.50 $54,294.25 Total Fees From The Petition Date

Accounting/Auditing Fee Application Total

615.60 18.00 633.60

$108,888.75 $2,015.00 $110,903.75

CUMULATIVE EXPENSE SUMMARY: Expense Category Copying Cost Long Distance Third Party Copies & Document Mailing

Total Expenses for the Period 12/1/09 through 2/28/10

Total Expense From The Petition Date $32.40 $0.00

$425.73

Travel Expenses Fed-Ex Fax PACER Research W estlaw TOTAL $457.48

$31.75

$844.98 $0.00 $0.00 $17.00 $46.63 $0.00

$941.01

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

FOURTH INTERIM VERIFIED FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. AS FEE AUDITOR FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Pursuant to 11 U.S.C. '' 330 and 331 and Rule 2016 of the Federal Rules of Bankruptcy Procedure, the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, dated April 8, 2009 (the AAdministrative Order@), and the Order Appointing Fee Auditor and Establishing Related Procedures Concerning the Allowance of Payment of Compensation and Reimbursement of Expenses of Applicants and Consideration of Fee Applications, dated April 8, 2009 (the AFee Auditor Order@), the law firm of Warren H. Smith & Associates, P.C. ("WHS") hereby files this Fourth Interim Verified Fee Application of Warren H. Smith & Associates, P.C. as Fee Auditor for Allowance of Compensation and for Reimbursement of Expenses (the AApplication@). By this Application, WHS seeks that this Honorable Court award it reasonable compensation for professional legal services rendered as fee auditor for the estates of Pacific Energy Resources Ltd., et al. ("Debtors") in the amount of $54,294.25, and the sum of $457.48 as reimbursement of actual necessary costs and expenses, for a total of $54,751.73 for the period commencing December 1, 2009 through February 28, 2009 (the "Interim Period"). In

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support of its Application, WHS respectfully states as follows:

Background 1. On March 9, 2009, the Debtors filed voluntary petitions in this Court for relief under

Chapter 11 of the Bankruptcy Code (the "Code"), 11 U.S.C. '' 101 et. seq., as amended. The Debtors continued in possession of their assets and were authorized to operate and manage their respective businesses pursuant to Bankruptcy Code '' 1107 and 1108. 2. On April 8, 2009, this Court signed the Fee Auditor Order, approving the retention of

WHS as fee auditor for the Debtors. The Fee Auditor Order authorized WHS to be compensated: the lesser of (a) the ordinary hourly rate of the Fee Auditor for services of this nature or (b) 1% of the aggregate Applicant billings (fees and expenses) reviewed by the Fee Auditor that are subject to this Order over the life of these Chapter 11 Cases. Compensation Paid and its Source 3. All services for which compensation is requested by WHS were performed for or

on behalf of the bankruptcy estate and the Debtors and not on behalf of any committee, creditor or other person. 4. Other than interim payments from the Debtors set forth in the notice, above, WHS

has received no payment or promise for payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with these cases, and there is no agreement or understanding between WHS and any other person other than members of the firm for the sharing of compensation to be received for services rendered in these cases. Summary of Services 5. Attached hereto as Exhibit B are WHS=s billing statements for the Interim Period.

These statements contain detailed daily time logs describing the time expended by each attorney

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and para-professional for the Interim Period. 6. To the best of WHS=s knowledge, this Application complies with sections 330 and

331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Guidelines adopted by the Office of thee United State Trustee, Local Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended Effective February 1, 2001, and the Administrative Order. 7. During the Interim Period, WHS spent 5.8 hours of time for $533.50 in fees

seeking its own compensation. The professionals of WHS whom have rendered professional services to the Debtors in these cases during the Interim Period are Warren H. Smith and Mark Steirer. The para-professionals of WHS whom have rendered professional services to the Debtors in these cases during the Interim Period are James Wehrmann, Lisa Hamm, Amber Willingham, Doreen Williams, Alexa L. Parnell, Anthony Lopez, and Melanie White. Disbursements 8. WHS has incurred $457.48 in disbursements for the Interim Period for copies,

postage, long distance, travel expenses, Pacer research and third party copies and document mailing expenses. Valuation of Services 9. The rates charged by each professional during the Interim Period are set forth in

Exhibit A. These rates are equal to or below WHS's normal hourly rates of compensation for work of this character. Attorneys and para-professionals of WHS have expended a total of 297 hours in connection with this matter during the Interim Period. The reasonable value of the services rendered by WHS for the Interim Period in these cases under Chapter 11 is $54,294.25. 10. In accordance with the factors enumerated in 11 U.S.C. ' 330, the amount of fees and

expenses requested by WHS is fair and reasonable given (a) the complexity of these cases, (b) the

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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 this title. Moreover, WHS has reviewed the requirements of Local Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended Effective February 1, 2001, and believes that this application complies with that rule. WHEREFORE, WHS respectfully requests that an allowance be made to it in the amount of $54,294.25 as compensation for necessary professional services rendered, and the sum of $457.48 as reimbursement of actual necessary costs and expenses, for a total of $54,751.73 for the period commencing December 1, 2009 through February 28, 2009, that such sums be authorized for payment, and for such other and further relief as this Court may deem just and proper. Dated: April 7, 2010 WARREN H. SMITH & ASSOCIATES, P.C.

Warren H. Smith Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 (214) 698-3868 (214) 722-0081 FAX whsmith@whsmithlaw.com

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CERTIFICATE OF SERVICE I, Warren H. Smith, caused the preceding report to be served by First Class United States mail on the persons on the service list attached to the original on file, this 7th day of April, 2010. Copies of the service list may be obtained by contacting the undersigned.

Warren H. Smith

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VERIFICATION STATE OF TEXAS COUNTY OF DALLAS ' ' '

SS:

Warren H. Smith, after being duly sworn according to law, deposes and says: 1. I am the principal in the applicant firm, Warren H. Smith & Associates, P.C., and

have been admitted to the bar of the Supreme Court of Texas since 1987. 2. I have personally performed many of the services rendered by Warren H. Smith &

Associates, P.C. as fee auditor in these cases and am thoroughly familiar with all other work performed by the professionals in the firm. 3. 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 Local Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended Effective February 1, 2001, and submit that the Application substantially complies with such rule.

Warren H. Smith

SWORN TO AND SUBSCRIBED before me, a Notary Public for the State and County aforesaid, on the 7th day of April, 2010.

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

ORDER APPROVING FOURTH INTERIM VERIFIED FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES AND NOW, this day of April, 2010, upon the Fourth Interim Verified Fee

Application of Warren H. Smith & Associates, P.C. for Allowance of Compensation and Reimbursement of Expenses (the "Application") dated April 7, 2010, the Court having been satisfied that the interim compensation and reimbursement requested therein is reasonable and justified given (a) the complexity of these cases, (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 in cases other than cases under Title 11, and after notice and a hearing; IT IS HEREBY ORDERED that the Application is approved and that the Debtors, or their successors in interest, are authorized and directed to pay to Warren H. Smith & Associates, P.C. the sum of $54,294.25 as compensation for necessary professional services rendered, and the sum of $457.48 as reimbursement of actual necessary costs and expenses, for a total of $54,751.73 for the period commencing December 1, 2009 through February 28, 2010.

United States Bankruptcy Judge

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Service List United States Trustee Office of the United States Trustee 844 N. King Street, Room 2207 Lock Box 35 Wilmington, DE 19801 Counsel to the Debtors Laura Davis Jones, Esq. James E. ONeill, Esq. Kathleen P. Makowski, Esq. Pachulski Stang Ziehl & LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington DE 19899 Counsel to the Debtors Ian S. Fredericks, Esq. Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899

Special Counsel to the Debtors Penelope Parmes, Esq. Rutan & Tucker, LLP 611 Anton Boulevard 14th Floor Costa Mesa, CA 92626 Canadian Counsel to the Debtors Jensen Lunny MacInnes Law Corporation H.C. Ritchie Clark, Q.C. P.O. Box 12077 Suite 2550 555 West Hastings Street Vancouver, BC V6B 4N5 Engineering Consultant to the Debtors Mark A. Clemans Millstream Energy, LLC 4918 Menlo Park Drive Sugarland, TX 77479

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Special Oil and Gas Transactional Counsel to the Debtors Anthony C. Marino, Esq. Schully, Roberts, Slattery & Marino PLC Energy Centre 1100 Poydras Street, Suite 1800, New Orleans, LA 70163 Financial Advisor to the Debtors Curtis A. McClam Deloitte Financial Advisory Services LLP 350 South Grand Ave, Ste. 200 Los Angeles, CA 90071 Financial Advisor to the Debtors John Rutherford Lazard Freres & Co. LLC 30 Rockefeller Plaza, 61st Floor New York, NY 10020 Co-Counsel to the Official Committee of Unsecured Creditors David B. Stratton, Esq. James C. Carignan, Esq. Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 Co-Counsel to the Official Committee of Unsecured Creditors Filiberto Agusti, Esq. Steven Reed, Esq. Joshua Taylor, Esq. Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 Debtors Pacific Energy 111 W. Ocean Blvd., Suite 1240 Long Beach, CA 90802

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Exhibit A
Position, No. of Years in that Position,Year Licensed Principal of firm formed in 2001. Member of Texas Bar since 1987, Illinois Bar since 1979. Member of Texas Bar since 1991 Member of Texas Bar since 1991 Legal Assistant since 1999 Legal Assistant since 1984 Legal Assistant since 1982 Legal Assistant since 1984 Legal Assistant since 1989 Associate Former Member of Texas Bar Paralegal since 2005 Paralegal since 2005 Clerk since 2002 Clerk since 2002
Rate Per Hour Total Billed Hours

Name of Professional Warren H. Smith

Total Compensation

$295

1.90

$560.50

Mark Steirer Mark Steirer Lisa M. Hamm Alexa Parnell Doreen T. Williams Alexa Parnell James Wehrmann Amber Willingham

$270 $260 $150

$172.5

19.30 36.90 0.90 28.90 20.90

133.90

$5,211.00 $9,594.00 $135.00 $4,985.25 $3,448.50 $22,763.00 $3,840.00 $2,106.00

$165 $170 $150 $260

25.60 8.10

Melanie White Melanie White Anthony Lopez Anthony Lopez Total

$140 $130 $45 $125

1.50 5.90 12.20 1.00

297.00

$210.00 $767.00 $549.00 $125.00 $54,294.25

Total Hours 297.00 Total Fees $54,294.25

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Exhibit B

(see attached)

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Warren H. Smith & Associates, P.C.

325 North St. Paul Street Suite 1250 Dallas, TX 75201 Tax Id# 01-0584406

Invoice submitted to: Pacific Energy Attn: Lidia Carbajal 111 W. Ocean Blvd., Suite 1240 Long Beach, CA 90802

April 07, 2010

Invoice #10422

Professional Services Hours 12/2/2009 JAW Proofread W.H. Smith & Assoc. November 2009 Fee Application and Notice (0.2); e-mail to M. White regarding any revisions needed to same (0.1). 12/3/2009 MW Draft monthly application for compensation for November (.5). 0.30 Amount 45.00

0.50

65.00

12/7/2009 MW

Prepare hearing binder with A. Lopez.

0.50

65.00

AL

Assist with preparing hearing binder for 12.08.09 hearing

1.00

125.00

AL

Update database with Hamilton's July Fee Detail

0.10

4.50

12/8/2009 WHS prepare for fee app hearing (.5); attend fee app hearing via telephone (.3)

0.80

236.00

ALP

Reviewed Schully's monthly and interim fee applications regarding 2nd interim period (6-8.09) (2.9) Reviewed Millstream's monthly and interim fee applications regarding 2nd interim period (6-8.09) (3.6) Reviewed Millstream's response to final report regarding 1st interim period (3-5.09) (.4); drafted e-mail to Warren Smith regarding same (.2)

2.90

493.00

ALP

3.60

612.00

ALP

0.60

102.00

214 698-3868

Pacific Energy

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Hours 12/8/2009 ALP Drafted and responded to e-mails with Anthony Lopez regarding status of filed monthly and interim fee applications regarding 2nd interim period (6-8.09) (.1); drafted status chart regarding same (.5) Extended telephone conference with Warren Smith regarding preparation for 12/8 fee hearing regarding 1st interim period (3-5.09) (.2) 0.60

Amount 102.00

ALP

0.20

34.00

JAW Detailed review of Zolfo Cooper's June 2009 fee application (2.9); draft summary of same (0.7) MWS meet with Alexa L. Parnell to discuss next round of reports

3.60

540.00

0.20

52.00

AL

Update database with Jensen's May Fee Application ( Electronic Version)

0.10

4.50

MW

Research PACER for any objections in preparation of hearing (.8); confer with A. Parnell re same (.2). Update database with Deloitte's July Fee Application ( Hard Copy)

1.00

130.00

AL

0.10

4.50

AL

Update database with Deloitte's June Fee Application ( Hard Copy)

0.10

4.50

AL

Efiling with the Court of WHSA's November Fee Application

0.30

13.50

12/9/2009 AL

Update database with Armstong's November Fee Application ( Electronic Copy) Update database with Schully's October Fee Application (Hard Copy)

0.10

4.50

12/10/2009 AL

0.10

4.50

AL

Update database with Rutan's November Fee Application (Hard Copy)

0.10

4.50

12/14/2009 AL

Update database with Pepper's November Fee Detail (Electronic Version)

0.10

4.50

AL

Update database with Pepper's November Fee Application (Hard Copy)

0.10

4.50

Pacific Energy

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Hours 12/15/2009 AL Update database with Millstream's Amended 1st Interim FR 0.10

Amount 4.50

ALP

Reviewed Millstream's supplemental response and time entries regarding objection to final report concerning 1st interim period (3-5.09) (.4) Drafted amended final report to Millstream regarding 1st interim period (3-5.09) (.7) Electronic filing with court of Millstream's Revised FR for the 1st Interim

0.40

68.00

ALP

0.70

119.00

AL

0.20

9.00

12/16/2009 MW

Conference with S. McFarland regarding status of 2nd interim fee applications and the interim fee application of WHSA that was filed with the Court.

0.30

39.00

12/17/2009 JAW detailed review of Zolfo Cooper July 2009 fee application (2.2)

2.20

330.00

12/22/2009 ALW Receive and review and document the following files: Deloitte, Lazard Rutan & Steptoe 12/23/2009 ALP Reviewed Pachulski's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (6.2) Reviewed Zolfo Cooper's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (1.8) Reviewed Loeb & Loeb's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (5.3) Draft CNO re November Fee Application of WHSA

0.10

26.00

6.20

1,054.00

ALP

1.80

306.00

12/27/2009 ALP

5.30

901.00

12/28/2009 AL

0.40

18.00

AL

Update database with Steptoe's November Fee Application ( electronic copy)

0.10

4.50

JAW detailed review of Rutan & Tucker August 2009 fee application (1.6); draft summary of same (0.10) JAW detailed review of Zolfo Cooper August 2009 fee application (3.0); draft summary of same (0.30)

1.70

255.00

3.30

495.00

Pacific Energy

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Hours 12/28/2009 ALP Reviewed Millstream Energy's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (5.0) Update database with Steptoe's November Fee Application ( hard copy) 5.00

Amount 850.00

AL

0.10

4.50

12/29/2009 AL

Update database with Cooper's September Fee Application (hard copy)

0.10

4.50

JAW detailed review of Pachulski August 2009 fee application (5.0)

5.00

750.00

ALP

Reviewed Schully Robert's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (4.9) Reviewed Pepper Hamilton's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (2.3) E-filing of WHSA's November CNO

4.90

833.00

12/30/2009 ALP

2.30

391.00

AL

0.30

13.50

ALP

Reviewed Jensen Lunny's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (3.4) Reviewed Zolfo Cooper's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (5.7)

3.40

578.00

1/3/2010 ALP

5.70

969.00

1/4/2010 JAW Draft summary of Zolfo Cooper July 2009 fee application (0.3)

0.30

45.00

JAW Draft summary of Pachulski August 2009 fee application (1.0)

1.00

150.00

1/5/2010 MW

Draft monthly application for compensation of WHSA for December 2009 (.6); review fees and expenses re same (.4); send same to J. Wehrmann and W. Smith for review (.1). Update database with Pachulski's November Fee Application ( Hard Copy)

1.10

143.00

AL

0.10

4.50

1/6/2010 JAW Proofread WHSmith fee December 2009 fee notice and fee statement (0.3); e-mail to M. White regarding any needed revisions (0.1)

0.40

60.00

Pacific Energy

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Hours 1/6/2010 ALP Reviewed Pachulski's monthly and interim fee applications regarding 2nd interim period (6-8.09) (4.6) 4.60

Amount 782.00

1/8/2010 JAW Proofread WHSmith Third Interim Fee Application (September 1, 2009 November 30, 2009) (0.2); e-mail M. White regarding any needed revisions (0.1) 1/11/2010 AL E-filing with the Court of WHSA's December Invoice

0.30

45.00

0.40

18.00

ALW detailed review of summaries re 2nd interim fee applications (.3); review 2nd interim fees of Deloitte (.7), Lazard (.4), Steptoe (.2) and Rutan (.3). AL E-filing with the Court of WHSA's Interim Invoice

1.90

494.00

0.30

13.50

ALP

Reviewed Millstream Energy's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (3.2) Reviewed Jensen Lunny's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (2.9) Update database with Zolfo's November Fee Application ( hard copy)

3.20

544.00

ALP

2.90

493.00

1/13/2010 AL

0.10

4.50

AL

Update database with Zolfo's October Fee Application ( hard copy)

0.10

4.50

1/14/2010 ALW Draft IR re Rutan 2nd interim (1.3); detailed review of same (1.2); draft IR re Deloitte 2nd interim (.5); draft IR re Lazard for the 2nd interim (1.5); review Steptoe August invoice (.3); ALP Continued reviewing Pachulski's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (4.4) Drafted initial report to Pachulski regarding the 2nd interim period (6-8.09) (2.9) Update database with Pachulski's 3rd Interim Fee Application ( hard copy)

4.80

1,248.00

4.40

748.00

ALP

2.90

493.00

AL

0.10

4.50

1/15/2010 MWS Meet with Alexa L. Parnell regarding Pac Energy applicants and initial reports.

0.30

78.00

Pacific Energy

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Hours 1/15/2010 MWS Review fee application of Schully Roberts for second interim period (1.2); work on initial report regarding same (0.7). MWS Draft initial report regarding fee application of Zolfo Cooper for second interim period. MWS Draft initial report regarding fee application of Loeb & Loeb for second interim period. ALW detailed review of Steptoe August fees and expenses (.2); draft IR re same (1.1). DTW Review and revise 2nd interim initial report for Rutan (.1). 1.90

Amount 494.00

0.60

156.00

0.30

78.00

1.30

338.00

0.10

16.50

AL

receive, review, finalize, and serve Rutan's 2nd Q IR

0.20

9.00

ALP

Drafted final revisions to Rutan's initial report regarding the 2nd interim period (6-8.09) (.9) Drafted final revisions to Deloitte's initial report regarding the 2nd interim period (6-8.09) (1.1) Drafted final revisions to Lazard's initial report regarding the 2nd interim period (6-8.09) (1.3) Reviewed Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (5.2) Reviewed Schully Robert's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (4.8) Reviewed Zolfo's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.7) Reviewed Steptoe's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (5.2) Drafted and responded to e-mail(s) with Brad Dunn (Lazard) regarding initial report concerning 2nd interim period (6-8.09) (.1)

0.90

153.00

ALP

1.10

187.00

ALP

1.30

221.00

1/16/2010 ALP

5.20

884.00

1/17/2010 ALP

4.80

816.00

1/18/2010 ALP

2.70

459.00

ALP

5.20

884.00

ALP

0.10

17.00

Pacific Energy

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Hours 1/18/2010 ALP Drafted final revisions to Steptoe's initial report regarding the 2nd interim period (6-8.09) (.7) Drafted final revisions to Lazard's initial report regarding the 2nd interim period (6-8.09) (1.1) Drafted and responded to e-mail(s) with Ramesh Swamy (Deloitte) regarding initial report concerning 2nd interim period (6-8.09) (.1) Drafted and responded to e-mail(s) with Matt Grimshaw (Rutan) regarding initial report concerning 2nd interim period (6-8.09) (.2) 0.70

Amount 119.00

ALP

1.10

187.00

ALP

0.10

17.00

ALP

0.20

34.00

DTW Review and revise Lazard 2nd interim initial report (.1); same re Steptoe (.1)

0.20

33.00

MWS detailed review of fee application of Schully Roberts for second interim period (0.6); review June fee detail (1.5). AL Update database with Zolfo's November Fee Application (Hard Copy)

2.10

546.00

0.10

4.50

AL

receive, review, finalize and serve Lazard's 2Q IR

0.30

13.50

AL

receive, review, finalize, and serve Deloitte Financial's 2Q IR

0.20

9.00

1/19/2010 ALP

Reviewed Pepper Hamilton's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (4.2) Drafted and responded to e-mails with Katherine Piper (Steptoe) regarding Steptoe's initial report regarding the 2nd interim period (6-8.09) (.1) receive, review, finalize, and serve Steptoe's 3Q IR

4.20

714.00

ALP

0.10

17.00

AL

0.20

9.00

1/20/2010 ALP

Drafted and responded to e-mails with James Carignan (Pepper) regarding Pepper Hamilton's initial report concerning 2nd interim period (6-8.09) (.1) Update database with July & August Summaries

0.10

17.00

AL

0.10

4.50

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Hours 1/20/2010 AL receive, review, finalize, and serve Pepper's 2nd Q IR 0.10

Amount 4.50

AL

Update database with Rutan's 3q Fee Application (Electronic Copy)

0.10

4.50

1/21/2010 ALP

Continued reviewing Pachulski's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (3.9) Update database with Rutan's December Fee Application ( Hard Copy)

3.90

663.00

AL

0.10

4.50

1/22/2010 MW

research regarding status of 2nd interim fee applications of Meyers Norris and Skadden Arps (.4); confer with A. Parnell re same (.1). Continued drafting final report to Pachulski regarding the 2nd interim period (6-8.09) (5.4); drafted e-mail to James O'Neill regarding same (.1) receive, review, finalize, and serve IR for Pachulski's 2Q

0.50

65.00

ALP

5.50

935.00

AL

0.20

9.00

1/25/2010 MWS review June and August fee detail for Schully Roberts Slattery & Marino

1.80

468.00

AL

Update database with Pepper's December Fee Application (Hard Copy)

0.10

4.50

1/26/2010 MWS review Millstream transaction fee application (0.2); emails with Alexa L. Parnell regarding same (0.1) MWS review docket (0.2); review Loeb & Loeb retention documents (0.4).

0.30

78.00

0.60

156.00

AL

Update database with Steptoe's December Fee Detail

0.10

4.50

AL

Update database with Loeb's September Fee Application (Hard Copy)

0.10

4.50

ALP

Reviewed Deloitte's response to initial report concerning 2nd interim period initial report (6-8.09) (2.3)

2.30

391.00

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Hours 1/26/2010 MWS review docket (0.2); review Millstream retention documents (0.5). 0.70

Amount 182.00

MWS review docket (0.3); review Zolfo Cooper retention documents (0.7).

1.00

260.00

AL

Update database with Deloitte's 2Q IR Response

0.10

4.50

1/27/2010 MWS email from Alexa L. Parnell forwarding email from debtors counsel regarding Millstream transaction fees (0.1); review fee auditor order and Millstream application (0.2); draft email to Alexa L. Parnell regarding interplay of same (0.2); further email from Alexa L. Parnell (0.1); draft email to Scotta McFarland applicability of fee auditor order to Millstreams transaction fees (0.3); review responsive email (0.1). MWS review fee application of Jensen Lunny for second interim period (1.7); draft initial report regarding same (1.2). AL Update database with Steptoe's December Fee Application (Hard Copy)

1.00

260.00

2.90

754.00

0.10

4.50

1/28/2010 ALP

Drafted and responded to e-mails with Scotta McFarland (Pachulski) regarding Millstream Energy's transaction fees (.1); drafted and responded to e-mails with Mark Steirer regarding same (.1) regarding 2nd interim period (6-8.09).

0.20

34.00

MWS draft initial report regarding fee application of JLM for second interim period (1.6). MWS review Millstream fee application for second interim period (0.9); review final report for first interim period, Millstream's response, and amended final report (0.5); draft initial report regarding fee application of Millstream for second interim period (1.7). 1/29/2010 AL Update database with Pepper's 2Q IR Response

1.60

416.00

3.10

806.00

0.10

4.50

ALP

Extended telephone conference with Mark Steirer regarding status of 2nd interim initial reports (6-8.09) (.2) Reviewed Steptoe & Johnson's response to initial report concerning the 2nd interim period (6-8.09) (.7)

0.20

34.00

ALP

0.70

119.00

Pacific Energy

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10

Hours 1/29/2010 MWS review fee application of JLM (0.5); draft initial report regarding same (1.1); revise same and email Alexa L. Parnell regarding same (0.4). MWS Review Zolfo Cooper June fee detail. 2.00

Amount 520.00

2.30

598.00

1/30/2010 ALP

Drafted final revisions to Loeb's initial report concerning the 2nd interim period (6-8.09) (1.1) Drafted final revisions to Millstream's initial report concerning the 2nd interim period (6-8.09) (.7) Drafted final revisions to Jensen Lunny's initial report concerning the 2nd interim period (6-8.09) (.8)

1.10

187.00

ALP

0.70

119.00

ALP

0.80

136.00

1/31/2010 DTW Review and revise Jenson 2nd interim initial report for Jensen, Millstream and Loeb & Loeb (.3). 2/1/2010 ALP Drafted e-mail to Mark Clemans (Millstream) regarding 2nd int IR (6-8.09) (.1)

0.30

49.50

0.10

17.00

ALP

Drafted and responded to e-mails to Vadim Rubinstein (Loeb) regarding 2nd int IR (6-8.09) (.2) Reviewed Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.7) Drafted and responded to e-mails with Dianne Toth (Jensen Lunny) regarding 2nd int IR (6-8.09) (.2)

0.20

34.00

ALP

3.70

629.00

ALP

0.20

34.00

MWS draft initial report regarding fee application of Schully Roberts for second interim period MWS draft initial report regarding fee application of Zolfo Cooper for second interim period. 2/2/2010 DTW Telephone call with A. Parnell re Deloitte and Pepper 2nd interim final reports (.1); brief review of initial reports and responses for same (.4); drafting final report for Deloitte (1.1); drafting final report for Pepper (.7). ALP Continued reviewing Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.3)

3.20

832.00

2.10

546.00

2.30

379.50

3.30

561.00

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11

Hours 2/2/2010 ALP Reviewed status of filed monthly and interim fee applications regarding the 3rd interim period (9-11.09) (.9) 0.90

Amount 153.00

MWS draft initial report regarding fee application of Schully Roberts for second interim period. JAW Detailed review of Schully September 2009 fee application (1.1); draft summary of same (0.2) MWS finish drafting initial report regarding fee application of Zolfo Cooper for second interim period. MW Research database for all received applications in Pac Energy (.3); research PACER for all filed applications for 3rd interim (.7) Draft detailed status chart regarding received and missing applications (.9); send same to S. McFarland and A. Parnell for review (.1). Update database with Zolfo's June Summary

5.00

1,300.00

1.30

195.00

0.80

208.00

2.00

260.00

AL

0.10

4.50

AL

Draft and E-Filing of WHSA's December CNO

0.40

18.00

2/3/2010 ALP

Reviewed Rutan's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.4)

2.40

408.00

JAW detailed review of Zolfo Cooper September 2009 fee application (2.0); draft summary of same (0.1) JAW detailed review of Pachulski September 2009 fee application (2.7)

2.10

315.00

2.70

405.00

JAW Proofread WHSmith January 2010 fee notice and fee detail (0.2); e-mail to M. White regarding any revisions (0.1) AL receive, review, finalize, and serve Zolfo's 2Q IR

0.30

45.00

0.30

13.50

AL

Update database with Lazard's October through December Fee Application (Hard Copy) Draft of WHSA's January Invoice

0.20

9.00

AL

0.40

18.00

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12

Hours 2/3/2010 DTW Review and revise 2nd interim initial report for Zolfo Cooper (.1); finish drafting Pepper 2nd interim final report (.6); brief review of S&J initial report and response (.3); drafting initial report re same (2.4); emails to K. Piper re additional information needed (.2). MWS finish drafting initial report regarding fee application of Schully Roberts for second interim. ALP Drafted final revisions to Zolfo Cooper's initial report regarding the 2nd interim period (6-8.09) (1.3) Several extended telephone conferences with Lynn Wolf (Schully Roberts) regarding response to 2nd interim IR (6-8.09) (.3) Drafted final revisions to Schully Roberts initial report regarding 2nd interim period (6-8.09) (1.7) Drafted e-mail to S. Winn (Zolfo Cooper) regarding initial report for 2nd interim period (6-8.09) (.1) receive, review, finalize, and serve Schully's 2Q IR 3.60

Amount 594.00

1.90

494.00

1.30

221.00

ALP

0.30

51.00

2/4/2010 ALP

1.70

289.00

ALP

0.10

17.00

AL

0.30

13.50

AL

Update database with Schully's 2Q IR Response

0.10

4.50

DTW Review and revise 2nd interim initial report for Schully (.1)

0.10

16.50

DTW Continue drafting Steptoe's 2nd interim final report (.7).

0.70

115.50

2/5/2010 WHS detailed review of FR Pepper 2nd int 6-8.09

0.20

59.00

DTW Telephone call with A. Parnell re Steptoe and Rutan final reports (.2); revisions to Steptoe final report prior to forwarding to A. Parnell (.7). ALP Drafted final revisions to Pepper Hamilton's final report regarding the 2nd interim period (6-8.09) (1.3) Reviewed Jensen Lunny's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.9)

0.90

148.50

1.30

221.00

ALP

2.90

493.00

Pacific Energy

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13

Hours 2/5/2010 ALP Drafted final revisions to Steptoe's final report regarding the 2nd interim period (6-8.09) (.7) Drafted final revisions to Deloitte's final report regarding the 2nd interim period (6-8.09) (1.1) Electronic filing with court of Hamilton's 2Q FR 0.70

Amount 119.00

ALP

1.10

187.00

AL

0.40

18.00

AL

E-Filing of WHSA's January Fee Application

0.40

18.00

AL

Electronic filing with court of Steptoe's 2Q FR

0.30

13.50

AL

Update database with Steptoe's 2Q FR

0.10

4.50

WHS detailed review of, and revisions to, FR Steptoe 2nd int 6-8.09

0.30

88.50

2/8/2010 AL

Update database with Pachulski's October Fee Detail

0.10

4.50

DTW Drafting 2nd interim final report for Rudnick (1.1).

1.10

181.50

AL

Update database with Pachulski's November Fee Detail

0.10

4.50

JAW Draft summary of Pachulski's September 2009 fee application (1.1)

1.10

165.00

AL

Update database with Pachulski's December Fee Detail

0.10

4.50

AL

Update database with Pachulski's September Fee Detail

0.10

4.50

MWS Received and review email from Alexa R. Parnell forwarding Scotta MacFarland email regarding Zolfo Cooper

0.20

52.00

Pacific Energy

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14

Hours 2/10/2010 MWS telephone conference with Alexa R. Parnell regarding review of Zolfo Cooper fees (0.3); draft email analyzing issues regarding review of Zolfo fees (0.7). ALP Reviewed Pepper Hamilton's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.9) Reviewed Lazard's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.4) Continued reviewing Lazard's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.6) Update database with Pepper's September through November Fee Application (Hard Copy) Drafted final revisions to Rutan's final report regarding the 2nd interim period (6-8.09) (1.3) Drafted omnibus final report regarding those with no objections regarding the 2nd interim period (6-8.09) (1.8) Drafted final revisions to Deloitte's final report regarding the 2nd interim period (6-8.09) (1.7) 1.00

Amount 260.00

2.90

493.00

2/11/2010 ALP

2.40

408.00

2/12/2010 ALP

3.60

612.00

2/15/2010 AL

0.10

4.50

2/16/2010 ALP

1.30

224.25

ALP

1.80

310.50

ALP

1.70

293.25

MWS review emails of Alexa L. Parnell and Scotta MacFarland regarding Zolfo response (0.1); emails with Alexa L. Parnell regarding final reports (0.1). ALP Reviewed Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (4.6) Update database with Schully's December Fee Application (Hard Copy)

0.20

54.00

4.60

793.50

2/17/2010 AL

0.10

4.50

AL

Update database with Zolfo's September Summary

0.10

4.50

MWS preliminary review of Loeb & Loeb's response to initial report regarding fee application for second interim period AL Update database with Schully's September Summary

0.20

54.00

0.10

4.50

Pacific Energy

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15

Hours 2/17/2010 ALP Reviewed Pachulski's response to initial report regarding the 2nd interim period (6-8.09) (2.1) Reviewed Loeb & Loeb's response to initial report regarding the 2nd interim period (6-8.09) (1.4) Continued drafting final revisions to Rutan's final report regarding the 2nd interim period (6-8.09) (.7) Continued reviewing Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.0) Continued drafting revisions to omnibus final report regarding the 2nd interim period (6-8.09) (1.1) 2.10

Amount 362.25

ALP

1.40

241.50

ALP

0.70

120.75

ALP

2.00

345.00

2/18/2010 ALP

1.10

189.75

MWS review email from Alexa L. Parnell to Jensen Lunny along with attached initial report regarding fee application for second interim period (0.2); receive and review Millstream Energy's response to initial report regarding fee application for second interim period (0.2) MW Receive and review Lazard's 3rd interim fee applications (.2); Loeb & Loeb's email regarding missing applications for 3rd interim (.2); Schully's September, October and November applications (.5); confer with Lynn Wolf re formatting issues of same (.1).

0.40

108.00

1.00

140.00

DTW Telephone call with A. Parnell re Lazard and Pachulski's final reports (.2); drafting final report for 2nd interim Lazard (1.9); drafting final report for Pachulski 2nd interim (3.1); telephone call with A. Parnell re Pachulski travel charges (.1). ALP Drafted e-mail to Dianne Toth (Jensen Lunny) regarding response needed to initial report concerning 2nd interim period (6-8.09) (.1) Update database with Jensen's 2Q IR Response

5.30

874.50

0.10

17.25

2/19/2010 AL

0.10

4.50

ALP

Drafted final revisions to Lazard's final report regarding the 2nd interim period (6-8.09) (.8) Drafted e-mail to Scotta McFarland (Pachulski) regarding further response needed to initial report questions regarding the 2nd interim period (6-8.09) (.2); telephone conference with Doreen Williams regarding same (.1)

0.80

138.00

ALP

0.30

51.75

Pacific Energy

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16

Hours 2/19/2010 DTW Email to A. Parnell re Lazard final report for the 2nd interim period (.1); drafting final report for Pachulski 2nd interim (2.4); drafting detailed email to Pachulski re airfares (.5); two phone calls with A. Parnell re Pachulski (.2). AL Update database with Lazard's 2Q FR 3.20

Amount 528.00

0.20

9.00

2/20/2010 MWS review files for applicant's responses (0.1); email Alexa L. Parnell regarding same (0.1) 2/21/2010 WHS detailed review of FR Lazard 2nd int 6-8 09.

0.20

54.00

0.20

59.00

2/22/2010 DTW Review documents on server re summaries completed for the 3rd interim period and email to A. Parnell re same (.3). AL Electronic filing with court of Lazard's 2Q FR

0.30

49.50

0.30

13.50

2/23/2010 AL

Update database with Pepper's January Fee Detail

0.10

4.50

MW

receive, review, and respond to email regarding Notice of Hearing (.2)

0.20

28.00

MW

Receive and review multiple emails from Lynn Wolf regarding Schully Robert's 3rd interim fee detail (.3). Update database with Schully's 34Q Fee Detail

0.30

42.00

AL

0.10

4.50

DTW Several calls with A. Parnell re summaries available and Pachulski 2nd final report (.5); research Pachulski air fares (.7); drafting Pachulski final report (1.6). AL Update database with Pepper's December Fee Detail

2.80

462.00

0.10

4.50

2/24/2010 ALP

Drafted and responded to e-mails to all professionals regarding fee auditor's new meal allowances beginning 1/1/10 (.3)

0.30

51.75

MWS work on final report regarding fee application of Schully Roberts for second interim period

4.30

1,161.00

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17

Hours 2/25/2010 ALP Drafted final revisions to Millstream's final report regarding the 2nd interim period (6-8.09) (1.1) 1.10

Amount 189.75

MWS draft final report regarding fee application of Millstream for second interim period (1.5); draft final report regarding fee application of Jensen Lunney for second interim period (1.2); review email from Warren H. Smith regarding revisions to Millstream final report (0.2); work on revisions re same (0.4); review judges letter regarding cellphone allocations and consider issue for Millstream final report (0.3); email Lisa Hamm and Alexa L. Parnell regarding Millstream airfare expense issue (0.1); review response re same (0.3); respond to Alexa L. Parnell regarding Y fares and Y-up fares (0.3); draft final report regarding fee application of Schully Roberts for second interim period (1.1). AL Update database with Schully's 3Q Fee Application (Hard Copy)

5.40

1,458.00

0.10

4.50

MWS draft final report regarding compensation of Zolfo Cooper for second interim period. AL Update database with Millstream's 2Q FR

2.80

756.00

0.10

4.50

AL

Update database with Pepper's January Fee Application (Hard Copy)

0.10

4.50

2/26/2010 WHS detailed review of FR Jensen 2nd int 6-9.09

0.20

59.00

MWS review email from Lisa Hamm regarding airfare differentials (0.2); emails with Warren H. Smith regarding Millstream airfare and cellphone issues (0.3); revise Millstream final report (0.4); draft final report regarding fee application of Loeb & Loeb for second interim period (1.1); draft final report regarding fee application of Schully Roberts for second interim period (2.6); receipt and preliminary review of response of Zolfo Cooper to initial report regarding second interim period (0.2); begin work on final report (1.0). LMH receive, review, and respond to e-mail from M. Steirer re: airfare charges in Millstream's second interim period application. WHS detailed review of, and revisions to, FR Millstream 2nd int 6-8.09

5.80

1,566.00

0.80

120.00

0.20

59.00

Pacific Energy

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18

Hours 2/26/2010 AL Update database with Steptoe's January Fee Application (Hard Copy) 0.10

Amount 4.50

ALP

Drafted final revisions to Loeb & Loeb's final report regarding the 2nd interim period (6-8.09) (.7) Reviewed Zolfo Cooper's response to initial report regarding the 2nd interim period (6-8.09) (1.1) Drafted final revisions to Pachulski's final report regarding the 2nd interim period (6-8.09) (3.3) Drafted final revisions to Jensen Lunny's final report regarding the 2nd interim period (6-8.09) (1.3) Update database with Jensen's 2Q FR

0.70

120.75

ALP

1.10

189.75

ALP

3.30

569.25

ALP

1.30

224.25

AL

0.10

4.50

AL

Electronic filing with court of Jensen's 2Q FR

0.30

13.50

AL

Electronic filing with court of Millstreams' 2Q FR

0.30

13.50

AL

Draft and E-file with the Court of WHSA's January CNO

0.40

18.00

AL

Update database with Zolfo's 2Q IR Response

0.10

4.50

AL

Update database with Pachulski's 2Q FR

0.10

4.50

LMH Receive and review e-mail from W. Smith re: Millstream's second interim period final report. 2/28/2010 ALP Reviewed Schully Roberts' monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.2)

0.10

15.00

3.20

552.00

For professional services rendered

297.00 $54,294.25

Pacific Energy

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19

Additional Charges : Amount 12/31/2009 Pacer Charges 25.99

Third party copies & document prep/setup.

102.70

Copying cost

49.50

1/31/2010 Third party copies & document prep/setup.

86.49

PACER Charges

5.76

Copying cost

9.60

2/2/2010 Copying cost

10.50

Third party copies & document prep/setup.

166.94

Total additional charges

$457.48

Total amount of this bill

$54,751.73

Timekeeper Summary Name Alexa L. Parnell Alexa L. Parnell Amber L Willingham Anthony Lopez Anthony Lopez Doreen Williams James A. Wehrmann Lisa M Hamm Mark W Steirer

Hours 28.90 133.90 8.10 1.00 12.20 20.90 25.60 0.90 19.30

Rate 172.50 170.00 260.00 125.00 45.00 165.00 150.00 150.00 270.00

Amount $4,985.25 $22,763.00 $2,106.00 $125.00 $549.00 $3,448.50 $3,840.00 $135.00 $5,211.00

Pacific Energy

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20

Name Mark W Steirer Melanie White Melanie White Warren H Smith

Hours 36.90 1.50 5.90 1.90

Rate 260.00 140.00 130.00 295.00

Amount $9,594.00 $210.00 $767.00 $560.50