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: September 14, 2010 Hearing Date: Only If Objections Are Timely Filed

SEVENTEENTH 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 JULY 1, 2010 THROUGH JULY 31, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: X monthly Steptoe & Johnson LLP Counsel to the Official Committee of Unsecured Creditors May 1, 2009 nunc pro tunc March 19, 2009 July 1, 2010 through July 31, 20102 $22,369.00 $94.67 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-232378 v.1

PRIOR APPLICATIONS FILED 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 September 1, 2009 September 30, 2009 October 1, 2009 October 31, 2009 November 1, 2009 November 30, 2009 December 1, 2009 December 31, 2009 January 1, 2010 January 31, 2010 February 1, 2010 February 28, 2010 March 1, 2010 March 31, 2010 April 1, 2010 April 30, 2010 May 1, 2010 May 31, 2010 June 1, 2010 June 30, 2010 Requested Fees $131,319.25 $138,521.00 $127,192.50 $109,267.75 $132,040.50 $24,049.50 $13,411.00 $7,680.00 $8,249.50 $33,947.75 $6,964.50 $7,936.50 $6,647.00 $7,462.00 $6,450.00 $13,458.00 Requested Expenses $1,494.05 $8,223.08 $4,188.98 $5,820.06 $8,470.56 $1,131.37 $578.27 $30.60 $113.00 $1,006.38 $415.22 $1.60 $9.00 $0.00 $0.00 $0.00 Approved Fees $131,319.25 $138,521.00 $127,192.50 $109,226.75 $132,020.00 $23,737.50 $13,411.00 $7,230.60 $8,249.50 Approved Expenses $41.00 $747.85 $2,140.39 $5,302.85 $8,470.56 $1,131.37 $578.27 $30.60 $113.00

Doc. # CC-232378 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 Restructuring Associate, Member of CA Bar since 2002 Litigation Special Counsel, Member of DC Bar since 2004; Member of NC Bar since 2001; Member of VA Bar since 2000 Paralegal 2003 Hourly Billing Rate $740.00 $650.00 Total Hours Billed 4.50 0.50 Total Compensation $3,330.00 $325.00

Katherine C. Piper Joshua R. Taylor

$520.00 $510.00

28.90 5.20

$15,028.00 $2,652.00

Kimberly Hollingsworth

$220.00

4.70

$1,034.00

Grand Total: Total Hours: Blended Rate:

$22,369.00 43.80 $528.00

Doc. # CC-232378 v.1

COMPENSATION BY CATEGORY Task Codes Claims Administration and Objections Fee/Employment Applications Fee/Employment Objections Plan and Disclosure Statement Hearings Committee Correspondence Committee Meetings TOTAL EXPENSE SUMMARY Expense Categories Online Research Service Provider3 (if applicable) Westlaw TOTAL Total Expenses $94.67 $94.67 Total Hours 2.10 3.80 1.50 25.70 0.50 2.60 7.60 43.80 Total Fees $1,088.00 $1,016.00 $330.00 $13,922.00 $255.00 $1,352.00 $4,406.00 $22,369.00

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-232378 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: September 14, 2010 Hearing Date: Only If Objections Are Timely Filed

SEVENTEENTH 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 JULY 1, 2010 THROUGH JULY 31, 2010 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the Bankruptcy Code), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the Bankruptcy Rules), and the Courts Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members (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 Seventeenth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from July 1, 2010 through July 31, 2010 (the Application). By this Application, Steptoe seeks a monthly interim allowance of compensation in the amount of $22,369.00 and actual and necessary expenses in the amount of $94.67 for a total allowance of $22,463.67, and payment of $17,895.20 (80% of the allowed fees) and

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-232378 v.1

reimbursement of $94.67 (100% of the allowed expenses) for a total payment of $17,989.87 for the period July 1, 2010 through July 31, 2010 (the Interim Period). Application, Steptoe respectfully represents as follows: Background 1. On March 9, 2009 (the Petition Date), the Debtors filed voluntary In support of this

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-232378 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 $766,331.79 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-232378 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-232378 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. Claims Administration and Objections (Task Code 105) 14. This category includes services related to the claims administration and

objections for the case. During the Interim Period, Steptoe, among other things, reviewed and analyzed administrative and other claims, and objections thereto. Fees: $1,088.00; B. Hours: 2.10

Fee/Employment Applications (Task Code 107) 15. This category includes services related to the retention and fee

applications of Steptoe, as counsel 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 and responded to fee auditor inquiries. Fees: $1,016.00; C. Hours: 3.80

Fee/Employment Objections (Task Code 108) 16. 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: $330.00; Hours: 1.50

Doc. # CC-232378 v.1

D.

Plan and Disclosure Statement (Task Code 112) 17. This category includes services related to the plan and disclosure

statement. During the Interim Period, Steptoe, among other things: (1) analyzed issues related to the Debtors proposed plan and disclosure statement; (2) negotiated with the Debtors counsel regarding the terms of the proposed plan and disclosure statement; (3) reviewed and commented on various drafts of the plan and disclosure statement; (4) advised the Committee regarding the plan and disclosure statement issues; and (5) provided Debtors with additions and deletions for the plan and disclosure statement. Fees: $13,922.00; E. Hearings (Task Code 116) 18. This category includes services related to hearings. During the Interim Hours: 25.70

Period, Steptoe, among other things, prepared for and attended hearings in the Debtors cases. Fees: $255.00; F. Hours: 0.50

Committee Correspondence (Task Code 121) 19. 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, including claims matters and the Debtors plan and disclosure statement. Fees: $1,352.00; G. Committee Meetings (Task Code 122) 20. This category includes services related to Committee meetings. During Hours: 2.60

the Interim Period, Steptoe, among other things prepared for, attended, advised at and prepared the minutes of various Committee meetings. Fees: $4,406.00; Hours: 7.60

10

Doc. # CC-232378 v.1

Summary of Services by Task 21. 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 $22,369.00. 22. 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-232378 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: 9/14/10 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 Seventeenth Monthly Application for Compensation and Reimbursement of Expenses for the Period From July 1, 2010 through July 31, 2010 (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 September 14, 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, DE 19899-1709 Francis J. Lawall, Esq. Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103-2799

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

#13090631 v1

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

Scott Winn Pacific Energy Resources Ltd. 111 W. Ocean Boulevard Suite 1240 Long Beach, CA 90802 Ira Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard 11th Floor Los Angeles, CA 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: August 25, 2010 Wilmington, Delaware PEPPER HAMILTON LLP

/s/ Jim C. Carignan David B. Stratton (DE No. 960) James C. Carignan (DE No. 4230) Jim C. Carignan (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

#13090631 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.

#13090631 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

08/19/10 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. 2355171

For Professional Services Rendered Through July 31, 2010: Total Fees: Total Expenses: Total Due for this Period: $22,369.00 $94.67 $22,463.67

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

08/19/10 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 07/06/10 to 07/31/10

Invoice Number:

2355171

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 2

Matter No: Invoice No.:

017406.00001 2355171

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

Name R.L. Itkin F. Agusti K.C. Piper J.R. Taylor K. Hollingsworth Total Fees Title Partner Partner Associate SP Counsel Paralegal Hours 4.50 0.50 28.90 5.20 4.70 43.80 Rate 740.00 650.00 520.00 510.00 220.00 Amount 3,330.00 325.00 15,028.00 2,652.00 1,034.00 22,369.00

Date 07/06/2010

07/08/2010

07/16/2010

07/20/2010 07/20/2010

07/21/2010

07/23/2010

Claims Administration and Objections K.C. Piper Associate Analyze Debtors' additional omnibus claims objections and objection re GPC claims. K.C. Piper Associate Analyze and correspond with Debtor's counsel re intercompany claim issues. K.C. Piper Associate Correspond with Forest's counsel re claims matters. J.R. Taylor SP Counsel Review of intercompany liabilities. K.C. Piper Associate Teleconference with J. Taylor re intercompany claim financial data received from Debtors. K.C. Piper Associate Analyze claims objection data from Debtors and correspond with Committee re creditor claims against various debtors. K.C. Piper Associate Correspond with Debtor's counsel re claims issues.

Hours 0.50

Amount 260.00

0.20

104.00

0.10

52.00

0.40 0.20

204.00 104.00

0.50

260.00

0.20

104.00

--------------------------------------------------------------------Timekeeper Summary for Claims Administration and Objections

Name J.R. Taylor K.C. Piper Totals for 105

Title SP Counsel Associate

Hours 0.40 1.70 2.10

Rate 510.00 520.00

Amount 204.00 884.00 1,088.00

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

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 3

Matter No: Invoice No.:

017406.00001 2355171

Date 07/14/2010

07/14/2010

07/15/2010

07/19/2010

07/21/2010

07/22/2010

07/26/2010

Fee/Employment Applications K. Hollingsworth Paralegal Draft and finalize Steptoe's 5th Interim Fee Application. K.C. Piper Associate Review and comment on exhibits to June 2010 monthly fee application. K. Hollingsworth Paralegal Finalize S&J's fifth interim application for E-filing. K.C. Piper Associate Review fee auditor's requests re 4th Interim Period and draft response to same. K. Hollingsworth Paralegal Draft S&J 16th monthly fee application. K. Hollingsworth Paralegal Revise S&J's 16th fee application narrative and confirm paid amount. K. Hollingsworth Paralegal Prepare final exhibit and task descriptions for S&J's 16th fee app and correspond with fee auditor re fee details.

Hours 1.10

Amount 242.00

0.20

104.00

0.20

44.00

0.40

208.00

1.10

242.00

0.40

88.00

0.40

88.00

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

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

Title Associate Paralegal

Hours 0.60 3.20 3.80

Rate 520.00 220.00

Amount 312.00 704.00 1,016.00

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

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 4

Matter No: Invoice No.:

017406.00001 2355171

Date 07/20/2010

07/21/2010

Fee/Employment Objections K. Hollingsworth Paralegal Prepare analysis of Jensen's fee application for amounts billed. K. Hollingsworth Paralegal Prepare analysis of filed fee applications for final review by K. Piper re WHSA, Loeb, Rutan, Pachulski, and Millstream.

Hours 0.30

Amount 66.00

1.20

264.00

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

Name K. Hollingsworth Totals for 108

Title Paralegal

Hours 1.50 1.50

Rate 220.00

Amount 330.00 330.00

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

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 5

Matter No: Invoice No.:

017406.00001 2355171

Date 07/06/2010

07/06/2010

07/07/2010

07/07/2010

07/07/2010

07/07/2010

07/07/2010

07/07/2010

07/07/2010

07/08/2010

07/08/2010

07/08/2010

07/08/2010

Plan and Disclosure Statement K.C. Piper Associate Analyze and comment on Debtors' draft disclosure statement; correspond with Debtors' counsel re issues re same. K.C. Piper Associate Review Debtors' motion for additional extension of exclusivity. F. Agusti Partner Review proposed creditor distributions under the Plan and confer with Ms. Piper re same. K.C. Piper Associate Analysis of claims data and projections in support of plan. K.C. Piper Associate Draft Plan of Reorganization proposal and send to F. Agusti for review and comment. K.C. Piper Associate Office conferences (x2) with R. Itkin re plan fund allocation issues. K.C. Piper Associate Teleconference with J. Taylor re plan and disclosure statement financial projections, class allocation issues and upcoming Committee Meeting issues. K.C. Piper Associate Teleconference with M. Litvak re Plan of Reorganization and negotiations re funding issues. R.L. Itkin Partner Review pertinent Plan and Disclosure Statement language and conference re strategy re plan and distribution allocation issues to classes of creditors with K. Piper. J.R. Taylor SP Counsel Review revised Plan of Disclosure Statement K.C. Piper Associate Further review and comment on Debtors' proposed plan and disclosure statement. K.C. Piper Associate Teleconference with Debtors' claims agent re claims objections and allowance data for Plan of Reorganization. K.C. Piper Associate Teleconference with J. Carignan re avoidance action issues for Plan of Reorganization and Disclosure Statement.

Hours 2.70

Amount 1,404.00

0.10

52.00

0.50

325.00

1.10

572.00

0.20

104.00

0.50

260.00

0.50

260.00

0.60

312.00

0.50

370.00

2.10

1,071.00

1.50

780.00

0.10

52.00

0.30

156.00

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 6

Matter No: Invoice No.:

017406.00001 2355171

Date 07/12/2010 07/12/2010

07/12/2010

07/12/2010

07/14/2010

07/14/2010

07/15/2010

07/15/2010

07/15/2010

07/15/2010

07/16/2010

07/16/2010

07/19/2010

07/19/2010

Plan and Disclosure Statement J.R. Taylor SP Counsel Review Revised Financials for Plan. K.C. Piper Associate Analyze revised projections from Debtors' counsel and correspondence re same. K.C. Piper Associate Review disclosure statement and draft memo of comments to Disclosure Statement for Debtors' counsel. R.L. Itkin Partner Discuss plan and strategy issues re plan with K. Piper. K.C. Piper Associate Review and draft comments to Debtors' revised plan. R.L. Itkin Partner Review documents re Plan and Disclosure Statement and prepare for Committee meeting. J.R. Taylor SP Counsel Attend call with Committee re Plan and Disclosure Statement. K.C. Piper Associate Draft correspondence to Debtors' counsel re additional comments of Committee on plan and disclosure statement and request for further information from same. K.C. Piper Associate Teleconference with J. Carignan re substantive consolidation analysis. K.C. Piper Associate Teleconference with J. Taylor re plan and disclosure statement issues. K.C. Piper Associate Review correspondence from Debtor's counsel re various Plan issues and respond to same. R.L. Itkin Partner Conference with K. Piper re plan issues of importance to creditors and other plan related issues affecting creditors. K.C. Piper Associate Review Third Circuit case law regarding substantive consolidation and draft, review and revise memo to Committee Members re same. K.C. Piper Associate Review and provide comments to Debtors' counsel on (1) latest revised drafts of plan and disclosure statement from Debtors and (2) revised plan and disclosure statement from Lenders.

Hours 0.20 0.20

Amount 102.00 104.00

1.40

728.00

0.30

222.00

1.00

520.00

0.30

222.00

1.20

612.00

0.20

104.00

0.20

104.00

0.30

156.00

0.40

208.00

0.30

222.00

2.50

1,300.00

3.10

1,612.00

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 7

Matter No: Invoice No.:

017406.00001 2355171

Date 07/19/2010

07/19/2010

07/20/2010

07/21/2010

07/21/2010

Plan and Disclosure Statement K.C. Piper Associate Teleconference with Debtors' counsel re proposed revisions to Debtors' proposed plan of reorganization. R.L. Itkin Partner Review and discuss strategy with K. Piper re consolidation issues concerned about by Committee. K.C. Piper Associate Review and comment on additional revised drafts of plan and disclosure statement; correspond with Debtors counsel and Committee Members re same. K.C. Piper Associate Review additional multiple revisions proposed by Lenders to plan and correspond with Debtors counsel re same. R.L. Itkin Partner Review and conference with K. Piper re plan issues to be decided by Committee.

Hours 0.30

Amount 156.00

0.50

370.00

1.80

936.00

0.30

156.00

0.50

370.00

--------------------------------------------------------------------Timekeeper Summary for Plan and Disclosure Statement

Name F. Agusti R.L. Itkin J.R. Taylor K.C. Piper Totals for 112

Title Partner Partner SP Counsel Associate

Hours 0.50 2.40 3.50 19.30 25.70

Rate 650.00 740.00 510.00 520.00

Amount 325.00 1,776.00 1,785.00 10,036.00 13,922.00

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

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 8

Matter No: Invoice No.:

017406.00001 2355171

Date 07/28/2010

Hearings J.R. Taylor SP Counsel Attend Omnibus hearing via telephone.

Hours 0.50

Amount 255.00

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

Name J.R. Taylor Totals for 116

Title SP Counsel

Hours 0.50 0.50

Rate 510.00

Amount 255.00 255.00

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

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 9

Matter No: Invoice No.:

017406.00001 2355171

Date 07/07/2010

07/08/2010

07/14/2010

07/20/2010

07/21/2010

07/21/2010

07/27/2010

Committee Correspondence K.C. Piper Associate Correspond with Committee Members re plan and disclosure statement. K.C. Piper Associate Correspond with Committee Members re plan and disclosure statement issues. K.C. Piper Associate Draft Committee Meeting agenda and proposal regarding plan of liquidation for Committee Member review. K.C. Piper Associate Correspond with Committee Members re various votes on plan and disclosure statement matters; revise Committee Minutes re same. K.C. Piper Associate Correspond with Committee Members re revisions to plan and disclosure statement. K.C. Piper Associate Teleconference with R. Bateman re plan issues. K.C. Piper Associate Review Committee Correspondence re various avoidance action issues.

Hours 0.20

Amount 104.00

0.20

104.00

1.00

520.00

0.60

312.00

0.20

104.00

0.20

104.00

0.20

104.00

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

Name K.C. Piper Totals for 121

Title Associate

Hours 2.60 2.60

Rate 520.00

Amount 1,352.00 1,352.00

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

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 10

Matter No: Invoice No.:

017406.00001 2355171

Date 07/15/2010

07/15/2010

07/15/2010

07/19/2010

07/20/2010

07/20/2010

07/20/2010

07/20/2010

Committee Meetings K.C. Piper Associate Draft minutes of 7/20/2010 Committee Meeting. K.C. Piper Associate Prepare for and attend committee meeting and present plan and disclosure statement analysis to Committee Members; follow-up re same. R.L. Itkin Partner Prepare for and participate in committee meeting re plan issues. K.C. Piper Associate Finalize July 15, 2010 Committee Meeting minutes. J.R. Taylor SP Counsel Committee call re Plan, DS, intercompany liabilities and substantive consolidation. K.C. Piper Associate Draft 7.20.2010 minutes of Committee Meeting. K.C. Piper Associate Prepare for and attend Committee Meeting re plan and disclosure statement issues. R.L. Itkin Partner Partially attend Committee call re plan issues, conference with K. Piper thereafter re strategy.

Hours 1.00

Amount 520.00

1.50

780.00

1.40

1,036.00

0.20

104.00

0.80

408.00

1.00

520.00

1.00

520.00

0.70

518.00

--------------------------------------------------------------------Timekeeper Summary for Committee Meetings

Name R.L. Itkin J.R. Taylor K.C. Piper Totals for 122

Title Partner SP Counsel Associate

Hours 2.10 0.80 4.70 7.60

Rate 740.00 510.00 520.00

Amount 1,554.00 408.00 2,444.00 4,406.00

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

UNSECURED CREDITORS COMMITTEE August 19, 2010 Page 11

Matter No: Invoice No.:

017406.00001 2355171

Date 07/19/2010

Description Westlaw On-Line Research/Information Retrieval Total

Amount 94.67 94.67

--------------------------------------------------------------------EXPENSES SUMMARY
Online research Total Expenses 94.67 94.67

--------------------------------------------------------------------INVOICE TOTALS FOR THIS MATTER Total Fees Total Expenses TOTAL DUE: $22,369.00 $94.67 $22,463.67

CERTIFICATE OF SERVICE I, Jim C. Carignan, hereby certify that on the 25th day of August, 2010, I caused the foregoing Seventeenth 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 July 1, 2010 through July 31, 2010 to be served upon the entities identified on the attached service list in the manner indicated.

/s/ Jim C. Carignan Jim 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, DE 19801 VIA HAND DELIVERY Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street 17th Floor PO Box 8705 Wilmington, DE 19899-8705 VIA HAND DELIVERY Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Ste 1250 Dallas, TX 75201 VIA FEDEX Scott Winn Pacific Energy Resources Ltd. 111 W. Ocean Boulevard Suite 1240 Long Beach, CA 90802 VIA FEDEX Ira Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard 11th Floor Los Angeles, CA 90067-4100 VIA FEDEX

#13090631 v1