10000015923

~/
IN THE UNITED STATES BANKRUPTCY COURT
In re: )
FOR THE DISTRICT OF DELA WARE

Chapter 11
)
)
PACIFIC ENERGY RESOURCES LTD., et al., 2 )
Debtors. )
)
Case No. 09-10785(KJC) (Jointly Administered)
Deadline for Objections: December 21, 2009 at 4:00 p.m.
SEVENTH VERIFIED MONTHLY APPLICATION FOR COMPENSATION AN REIMUREMENT OF EXPENSES OF

SCHULY, ROBERTS, SLATTERY & MAO PLC AS SPECIA OIL & GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTOR AND DEBTOR IN POSSESSION FOR THE PERIOD FROM SEPTEMBER 1,2009 TO SEPTEMBER 31, 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankptcy
Code"), Rule 2016 of the Federal Rules of Banptcy Procedure (collectively, the "Banptcy
Rules"), and the Court's "Administrative Order Under 11 US.c. 105(a) and 331 Establishing
Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee
Members," entered on or about April 15, 2009 (the "Administrative Order"), Schully, Roberts,
Slattery & Marino PLC (or the "Firm"), Special Oil & Gas and Transactional Counsel to the Debtors
and Debtors in Possession ("Debtor"), hereby submits its Fifth Verified Monthly Application (the
"Application") for Compensation and for Reimbursement of Expenses for the Period from
September 1, 2009 through September 30, 2009 (the "Interim Fee Period") in the amount of
$101,985.00 and actual and necessary expenses in the amount of $30.89 for a total allowance of
payment of $81,588.00 (80% of the allowed fees) and reimbursement of $30.89 (100% of the
2 The Debtors in these cases, along with the last four digits of each of
the Debtors' federal tax identification number,
are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings,
LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing the Debtors is I I I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. address for all of
021 2810a 2795 septemberfees.doc
allowed expenses) for a total payment of $81,618.89. In support of this Application, the Firm
respectfully represents as follows:
Retention of Schullv. Roberts, Slattery & Marino PLC

1. The retention of the Firm, as counsel to the Debtor, was approved effective as of
March 8, 2009, by this Court's "Order Granting Debtor's Application to Retain Schully, Roberts,
Slattery & Marino PLC as Special Oil & Gas and Transactional Counsel Nunc Pro Tunc
Pursuant to Section 327(e) of the Bankruptcy Code and Bankptcy Rule 2014" entered on or
about April 15, 2009 (the "Retention Order"). The Retention Order authorized the Firm to be
compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket
expenses.
Summary of Services Rendered

2. Attached hereto as Exhibit A is a detailed statement of fees incurred during the
Interim Fee Period showing the amount of$101,985.00 due for fees.
3. The services rendered by the Firm during the Interim Fee Period are grouped into
a single category related to the Firm's role as Special Oil & Gas and Transactional Counsel for
the Debtor.
4. During the Interim Period, the Firm, among other things: (1) communicated with
regulators II response to notices related to reporting requirements, royalty assessments, lease
maintenance, determination of cure amounts, instrctions as to how to handle upcoming
abandonment/sales, and pending litigation; (2) assisted Debtor in the preparation of motions and
memoranda relating to oil and gas and transactional legal issues, prepared and reviewed lease
and property assessments for entities who are managing Debtors' assets, in the review of deeds
and assignments to Debtor for assets acquired by Debtor, in the review of plans of on-going
021 28 i Oa 2795 septemberfees.doc
operation of
Debtor's oil and gas business, and in the review of
plans for abandonment of oil and
gas assets and related property; (3) assisted Debtor in responding to claims made by Debtor's co-
lessees for moneys due under various oil & gas agreements; (4) responded to direct creditor
inquiries regarding conduct of Debtor's ongoing business, including properties previously held
or serviced by Debtors; (5) worked extensively on possible abandonment and/or sale scenarios,
and (6) expended significant time drafting multiple purchase and sale agreements and
abandonment motions and exhibits.
5. The Firm spent a total of 272.56 hours and incurred fees in the amount of
$101,985.00 in providing these oil and gas and transactional services to the Debtors.
6. A more detailed identification of the actual services provided is 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.
Summary of Services bv Project

7. The services rendered by SRSM during the Interim Period can be grouped into
the categories set forth below. SRSM attempted to place the services provided in the
category that best relates to such services. However, because certain services may relate to one
or more categories, services pertaining to one category may in fact be included in another
category. These services performed, by categories, are generally described below, with a more
detailed identification of the actual services provided set forth on the attached Exhibit A.
Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each
category, along with the number of
hours for each individual and the total compensation sought for
each category.
02 i 28 i Oa 2795 septemberfees.doc
A. Asset Disposition
8. During the Interim Period, the Firm, among other things: (1) performed continued
work regarding the location of assets, (2) the continued preservation of assets for the Debtor's
estate or for disposition; (3) the qualification of potential purchasers; (4) interfacing with
regulatory entities and (5) corresponded extensively regarding asset disposition issues. The Firm
(1) participated in negotiations with prospective purchasers; (2) drafted numerous purchase and
sale agreements and letters of commitment; (3) participated in conference calls with the Debtor
and prospective purchasers to discuss transitions, cure amounts, and regulatory matters; (5)
interfaced with regulators and creditors' counsel to access the scope of issues that transfer of
ongoing operations present; (6) worked extensively with co-lessees in attempts to guarantee
access to facilities for any new purchaser; and (7) dealt with contending interests under proposed
abandonment scenarios.
Fees: $63,590.00
B. Bankruptcy Litie:ation
9. During the Interim Period, the Firm, among other things: (1) performed work
Hours: 174.76
regarding the secured creditor matters; (2) attended to notice issues; (3) performed work regarding
lessor and co-lessee claims, threatened litigation, and ongoing adversary actions; (4) performed
work regarding Notices and Hearings; (5) performed research; (6) attended to pending
litigation coordination issues; (7) attended to scheduling issues; (8) performed work regarding
unpaid royalties and obligations to partners; (9) drafted several extensive memoranda relative to oil
and gas litigation and valuation issues; (10) performed work regarding overriding royalty issues
and how such interests are handled in bankruptcy; (11) drafted additional memoranda
regarding regulatory, bonding and escrow issues; (12) reviewed and analyzed documents
dealing with property rights of the Debtor; (13) prepared bankruptcy counsel to address
issues at hearings; (14) performed work regarding lender/creditor production payments and legal
remedies thereunder; (15) performed work regarding objections; and (16) corresponded and
conferred regarding bankptcy litigation matters.
10. During the Interim Period, the Firm, among other things: (1) maintained a
memorandum of Critical Dates; (2) maintained document control; and (3) reviewed
correspondence and pleading and forwarded them to appropriate parties.
Fees: $32,985.00
c. Business Operations
11. During the Interim Period, the Firm, among other things, (1) responded to
Hours: 82.7
inquiries regarding the continued operations of the oil and gas business of the Debtor relative to
its Alaska and California holdings; (2) interfaced with and represented the Debtor before
regulatory agencies including, but not limited to the United State Department of Interior
Minerals Management Service, The United States Bureau of Land Management, the State of
Alaska Department of Natural Resources, the Alaska Oil and Gas Conservation Commission,
and the United state Environmental Protection Agency; (3) assisted the Debtor and bankruptcy
counsel in its dealings with ongoing escrow and bonding obligations; (4) worked to facilitate the
location of potential partners or purchasers; (5) performed extensive document production and
technical assistance to individuals employed to assist in the day-to-day operations of the Debtor;
(6) assisted bankruptcy counsel in understanding the operations of the Debtor as well as the
details of the acquisition of the oil and gas properties and the obligations of the Debtor
thereunder; (7) worked with Debtor to inform partners in business ventures and to finalize a
proposal to Chevron; (8) worked to assure that title issues and recordation matters were
understood by bankptcy counsel; (9) worked to resolved pending matters before regulatory
agencies; (10) continued correspondence and communication regarding royalty relief; (11)
continued negotiations with Union regarding access to production facilities as well as matters in
controversy relative to pipelines and right-of-ways as well as Lessors and regulators; (12)
complied with operational and transactional document requests from Creditor Committees;(13)
participated in numerous conference calls to facilitate matters for Creditors Committees; and (14)
worked with Lazard Freres and Zolfo Cooper to facilitate possible sale of operations or the
eventuality of abandonment.
Fees: $2,365.00
Hours: 4.8
D. Claims Administration and Objections

12. During the Interim Period, the Firm, among other things: (1) responded to
inquiries from claimants; (2) attended to bar date issues; (3) performed work regarding the Aera,
SWEPI and Noble claims; (4) performed work regarding claims analysis; (5) assisted
bankruptcy counsel in drafting objections to claims; (6) reviewed and analyzed claims and
related documents; (7) performed work regarding exhibits to claim objections; (8) performed
work regarding various abandonment motions and claims of entities to oppose; (9) attended to
discovery issues; (10) performed work regarding royalty claims; (11) performed work regarding
claims in the Chevron and Marathon litigation matters; (12) attended to issues regarding latefiled claims; (13) performed work regarding a stipulation involving Chevron claims; (14)
performed extensive research on a number of claims issues presented by bankuptcy counsel; (15)
attended to issues regarding priority claims; (16) prepared memoranda for a hearings regarding
royalty matters; (17) performed work regarding claim objection responses; (18) performed work
regarding potential regulatory claims matters; (19) attended to issues regarding lessor claims;
(20) attended to potential abandonment issues; (21) performed work regarding orders; and (22)
corresponded and conferred regarding claim/cure issues.
Fees: $2,932.50
E. Compensation of Professionals
Hours: 10.0
13. This category includes work related to the fee applications of the Firm as well as
compensation to related professionals. During the Interim Period, the Firm, among other
things: (1) performed work regarding the Firm's September 2009 monthly and supplemental fee
applications; (2) drafted the Firm's September 2009 monthly fee applications; (3) monitored the
status and timing of fee matters; and (4) reworked all prior monthly biling for auditors.
Fees: $112.50 Hours: 0.3

DISBURSEMENTS
14. The Firm has incurred out-of-pocket disbursements during the Interim Fee Period
in the amount of $30.89. Pursuant to Local Rule 2016-2, the Firm represents that its rate for
duplication is $.10 per page.
Valuation of Services
15. Attorneys and paraprofessionals of the Firm have expended a total of 3.00 hours
in connection with this matter during the Interim Fee Period.
16. The amount of time spent by each of these persons providing services to the
Debtors for the Fee Period is fully set forth in the detail attached hereto as Exhibit A. These
are the Firm's standard hourly rates of compensation for work of this character. The
reasonable value of the services rendered by the Firm for the Interim Fee Period as Special
Oil & Gas and Transactional Counsel for the Debtor is $101,985.00.
17. The Firm believes that the time entries included in Exhibit A attached hereto are
021 281 Oa 2795 septemberfees.doc
in compliance with the requirements of Local Rule 2016-2.

18. In accordance with the factors enumerated in 11 U.S.c. 330, the amount requested
is fair and reasonable given (a) the complexity of this 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 this title.
19. This Application covers the Interim Fee Period from September 1, 2009
through September 30, 2009.
WHEREFORE, the Firm respectfully requests that, for the from September 1, 2009
through September 30, 2009 period, an interim allowance be made to the Firm for
compensation in the amount of $101,985.00 and actual and necessary expenses in the amount
of $30.89 for a total allowance of $81 ,588.00 (80% of the allowed fees) and reimbursement of
$30.89 (100% of
the allowed expenses) for a total payment of$81,618.89.
EXHIBIT A
02 i 281 Oa 2795 septemberfees.doc
COMPENSA TION BY CATEGORY
Proiect Cateiiories .
Total Hours
174.76 82.7 10.00 .30 4.8
Total Fees
63,590.00 32,985.00 2,932.50 112.50 2,365.00
Asset Disposition Bankruptcv Litiiiation

Claims Admin/Ob.iections
Compensation of Professionals Business Operations
EXPENSE SUMMARY
Expense Category (Examples)

Research Services WESTLA W, PACER
Service Provider (if applicable)
Total Expenses
Reproduction
Long Distance Telephone
$15.25 $15.94
$15.25 $15.94
PRIOR APPLICA nONS FILED
Date
Filed
Period Covered
B/09/09 - 03/31/09
)4/01/09 - 04/30/09
)5/01/07 - 05/31/09 )6/01/09 - 06/31/09
07/01/09 - 07/3 1/09
Requested
Fees
Requested Expenses
Approved
Fees
Approved
Expenses
$88,261.3
$95,177.00
$2 i 9,508.50
$1,201.0
$ i ,207.23
$661 .23
08/01/09 - 08/31/09
$149,092.50
$247.50
021 28 i Oa 2795 septemberfees.doc
VERIFICATION
STAlE OF LOUISIANA
PARSH OF ORLAN
Anthony C Mao, afer being duly sworn accordig to law, deposes and says:
I am a sharholder of the applicant law fir SchuIy, Robert, Slattery & Mao ("the "Fir").
a) I am thoroug fam wi the work performd on beha of the
Debtors by
the lawyrs and parprofessional of SRSM

b) I have reviewed the foregoing Application and the facts set fort therein
ar tre and correct to the best of my knowledge, inormtion and belief. Moreover, I have
rewe Del Ban.LR2016-2 and the Adtrtie Orer entered on or abut Apri
15, 200,
and submit that the Application substantialy complies with such Rule and Order.
~~
SWORN AN SUBSCRBED before me
Th :l day
AmO ~ NO
of () , 2009.

In re: ) Chapter 11
)
PACIFIC ENERGY RESOURCES LTD., et al., i) Case No. 09-10785(KJC)
Debtors. )
) (Jointly Administered)
) Objections Deadline: December 21, 2009 at 4:00 p.m.
NOTICE OF FILING OF FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties")
Schully, Roberts, Slattery & Marino PLC ("SRSM"), special oil and gas and
transactional counsel to the debtors and debtors in possession in the above-captioned case (the
"Debtors"), has fied its Monthly Application for Compensation and Reimbursement of
Expenses of Schully, Roberts, Slattery & Marino P LC as Special Oil and Gas and
Transactional Counsel to Debtor and Debtors in Possession, for the Period
from September 1,
2009 through September 30, 2009, seeking compensation for services in the amount of
$10 1,985.00 and reimbursement of costs incurred in the amount of $30.89 (the "Application").
PLEASE TAK FURTHER NOTICE that objections, if any, to the Application must
be made in accordance with the Administrative Order Under 11 US.C. 105(a) and 331
Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Committee Members (Docket No. 147) (the "Administrative Order") and must
be fied with the Clerk of the United States Bankptcy Court for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern
i The Debtors in these cases, along with the last four digits of each of
the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings,
LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing
Time) on December 21, 2009 (the "Objection Deadline").
Objections or other responses to the Application, if any, must also be served so
that they are received not later than December 21,2009 at 4:00 p.m. prevailng Eastern time,
by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long
Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth
Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director;
(b) counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih
Floor, Wilmington, DE 19899-8705, Attn: James E. O'Neil, Esq.; Fax: 302-652-4400, e-mail:
ioneil(fpszjlaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,
11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760,
e-mail: ikharash(fpszilaw.com (c) the Office of
the United States Trustee, 1. Caleb Boggs
Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,
Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of
Unsecured Creditors
(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of
the Stars, 28th Floor, Los
Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiper(fsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market
Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:
icarignan(fpepoerlaw.com (the "Notice Parties")
PLEASE TAKE FURTHER NOTICE that if any responses or objections to the

Application are timely fied, served and received, a hearng on the Application will be held at the
convenience of the Bankruptcy Court. Only those objections made in writing and timely fied
and received in accordance with the Administrative Order and the procedures described herein
address for all of the Debtors is I I I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
wil be considered by the Bankptcy Court at such hearing.

PLEASE TAKE FURTHER NOTICE that, pursuat to the Administrative Order, if
no objection to the Application is timely filed, served and received by the Objection Deadline, the
Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent
of expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the
expenses not subject to an objection without the need for further order of
the Bankruptcy Court.
Dated: November 30, 2009
P ACHULSKI STANG ZIEHL & JONES LLP
. Kharasch (CA Bar No.1 09084)

S tta E. McFarland (DE Bar No. 4184, CA Bar No. 165391)
((
Robert M. Saunders (CA Bar No. 226172)

James E. O'Neil (DE Bar No. 4042)
Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100
Facsimile: 310/652-4400
Email: ikharasch(fpszilaw.com
smcfarland(fpszi law. com

rsaunders(fpszi law. com
ioneil(fpszi law.com
kmakowski(fpszi law .com
Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: i 53820. i
EXHIBIT A
42 125-00
I \DOCS_DE:6375.
SCHULL Y, ROBERTS, SLATTERY & MARINO

A PROFESIONAL LAW CORPORATION
1100 POYDRA STREET, SUITE 1800 NEW ORLEANS, LA 70163-1800

Telephone: 504/585-7800
Facsimile: 504/585-7890
Internal Revenue Seiice
STATEMENT
Tax 1.. No. 72-1180458
Page: 1
Pacifc Energy Resources, Ltd. 111 W. Ocean Blvd. Suite 1240 Long Beach CA 90802
OUR FILE NO: STATEMENT NO:
10/2712009 6476-2795M 14
ATT: Mr. Darren Katic
Forbearance Agreements
HOURS
09/01/2009
LGW
(AD)Review of emails regarding proposed state of Alaska PSA - extensive review of same and numerous emalls with Morrson
firm;
0.90 0.90
337.50 337.50
LGW
LGW
LGW LGW LGW
(AD)Continued review and discussion of NAE PSA to address issues of proposed purchase price reductions and contract rights issues; (AD)Response to bankruptcy counsel comments regarding various Beta Trust agreements; (AD)Review and comment on Group /I funding issues discussion of Chevron issues and email; (AD)Extensive emalls with Mr. Arlington regarding abandonment issues follow-up wit conference cali on exhibits; (AD)Review communications from Ms. Parker regarding Group 2 abandonment and need for termination letter for the Ocar Group 2 PSA; Closing deadline for Group 1 was extended from
9/4 to 9/9;
0.90
0.90 0.90
337.50
337.50 337.50
0.90
337.50
337.50 337.50 337.50
337.50
LGW
LGW LGW
(AD)Discussion of abandonment issues -follow-up with Mr. Tywoniuk and Mr. Arlington; discussion with Mr. Hall; (AD)Telephone call from ERG regarding lender buyout and discuss provisions; suggest revisions; (AD)Continued work on assumption of BETA leases and trust agreements wih Mr. Saunders; numerous emalls and
0.90
0.90 0.90 0.90 0.60 0.90 0.70
research;
LGW
LGW LGW
(AD)Continued work on BETA assumption motion with Mr. Saunders; emaHs to MMS and CSLC to discuss continuance; discussion of proper notice partes; (AD)Review of Group i closing checklist frm Rutan firm and discussion of how best to facilitte closing; (AD)Review emalls from Gerr Tywoniuk regarding division of
225.00 337.50 262.50
labor for PSAs and short time frmework for requests;

LGW LGW
discussion with Mr. Marino and Ms. Castle of same; (AD)Discussion with Mr. Arington about West Foreland cure amount issues and follow-up with Ms. Shahan; (AD)Receive draft exhibits from Rutan for new PSAs and work
SCHULLY, ROBERTS, SLATTERY & MARINO

STATEMENT
Page: 2
Pacific Energy Resources, Ltd.
10/27/2009 OUR FilE NO: 6476-2795M
STATEMENT NO: 14
on revisions to contracts and cure amounts;

LGW
HOURS 0.90
337.50 337.50 165.00 220.00
ACM ACM ACM

ACM ACM
Assets;
09/0212009
LGW
(AD)Continued work on revisions to PSAs; review deletions to contract and propert lists; consult with Mr. Marino and Mr. Arlington; (AD)Review various emails regarding PSA's and strategies; (AD)Conference with Ms. Wolf rearding Alaska Assets; (AD)Review and respond to varius emails from Mr. Saunders regarding Assumption of Beta Leases Trust Agreement; (AD)Conference with Ms. Wolf regarding PSA for Alaska
(AD)Follow-up materials from Mr. Cervi;
0.90 0.30 0.40
0.80 0.40 0.40
440.00 220.00 220.00
LGW
LGW
LGW
(AD)Continued work on MMS/BLM royalty issues; email from Ms. Barder regarding objecions of BlM/MMS, Salamatof and CIRI; (AD)Continued discussion with Mr. Saunders rearding MMS BETA issues and PERl's response to objections for DE hearing; extensive emails and telephone calls - AERA, SWEPI, Noble; (AD)Exensive work on schedules and exhibits for Alaska PSAs as revised; follow-up with Ms. Parker, Mr. Tywoniuk and Mr. Arington; (AD)Review extensive executory contract matters and exhibits; line; send comments with suggested comments and revise red language and questions for purchasers;
0.90
337.50
0.90
337.50 337.50
337.50 337.50 337.50
337.50 337.50 262.50
0.90
0.90
0.90
LGW
(AD)Work on Corsir/Kitchen Lights Alaska disclaimer; discuss

problems with Mr. Marino; (AD)Review rush request for extensive information for NPT Bid; put together extensive memorandum on same; (AD)Review extensive sales process tlmeline and memorandum for Group i assets from Mr. Tywoniuk; discuss
LGW LGW
0.90 0.90 0.90

0.70
how to handle workload with Ms. Parker and Ms. Castle;

LGW
(AD)Continued discussion and work on MMS/DOJ issues; suggest alternate approaches to Pachulski attomeys; research for Bl attomeys and clarify;
(AD)Emaiis and discussion of Alaska offce lease and locte
LGW
requested documents regarding assumption of lease; send to
bankruptcy counsel;
LGW
(CO)Continued discussion and comment in regarding claims from MMS and DOJ; discussion with Mr. Saunders and Mr. Marino; attempt to determine best approach for 9/24 DE

STATEMENT
Pacific Energy Resourcs, Ltd.
Page: 3
10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
bankruptcy court heanng;

LGW LGW
HOURS 0.90
337.50
337.50
150.00
(BL)Review TBUfTBF abandonment order; discuss dismissal of Alaska court cases; (AD)Review offer letter for Three Mile Creek from Aurora; discussion with Mr. Tywoniuk rearding same; follow-up with
Mr. Arlington;
0.90 0.40 0.90
LGW
LGW
deposit; numerous emails rearding same and discussion;

LGW
(AD)Continued work on cure amounts and discussion with bidders regarding assumption of same; questions rearding throughputs and refer to Mr. Arlington; (AD)Review letter from NAE regarding return of good faith
337.50
337.50 337.50 150.00
165.00
0.90 0.90 0.40

0.30
(BL)Review research requests from bankruptcy counsel regarding whether MMS lease is subject to Bankruptcy Code Section 365; locate matenals and send to Mr. Saunders;
LGW ACM
ACM
(AD)Locate and modify letter in lieu for new PSAs;

(CO)Email and response to Ms. Wolf regarding Department of Justice for BLM contracts and leases; (CO)Follow-up with Mr. Saunders regarding MMS issues for
the rejection of leases;

ACM ACM
ACM
(CO)Follow-up with Ms. Shashan at MMS;
0.40 0.30
0.60 0.40
220.00 165.00
330.00 220.00
(AD)Emails to Mr. Amber and Mr. D. Katie regarding Group 1

Sales process; (AD)Conference with Ms. Wolf;
09/03/2009
HEG
(AD)Preparation of draft of letter agreement relating to waiver
of tile defects provision in purchase and sale agreement;

LGW
LGW
0.90
0.90
382.50 337.50
337.50 337.50
337.50
(AD)Prepare for and partcipate in telephone call with Lenders' counsel regarding MMS and Beta Leases per Mr. Saunders; (AD)Continued discussion and further work with Lenders counsel on MMS issues and attempt to clanfy predecessor
secunty issues;
LGW
0.90
0.90 0.90 0.90
LGW
(AD)Response to NAE purchase questions and concerns regarding access for Group i; discussion of equipment Issues; (AD)Continue discussion of form of reconveyance of ORRis
with lendets Counsel; multiple telephone calls and emails on same;

LGW
(AD)Extensive emails with lenders and Mr. Saunders rearding vanous issues regarding BETA; follow-up with conference call
with interested parties;

LGW
(AD)Review communications regarding necessity to acquire waiver of title defects provisions in PSA - NAE and other
337.50

STATEMENT
Page: 4
STATEMENT NO: 14
10/27/2009 OUR FILE NO: 6476-2795M
lGW
bidders; discuss with Mr. Gamer; (AD)Continued revisions to PSAs, exhibits and schedules
HOURS 0.90
337.50
regarding bonding issues during trnsition period; revise
language to handle refunds or reversions of case binding

amounts contemplated by PSA;
0.90
337.50
lGW
lGW
(Bl)Continued work on CrE PSA; discussion with Jr. Wilcox regarding overrdes and Copper River leases; discussion of Anschutz agreement and determine whether to include in Exhibit A;. (AD)Continued work and discussion of issues related to Group
0.90
337.50
i PSAs; suggest revisions and send to co-ounsel; discussion
of potential conflicts and need for confidentiality; discussion with Mr. Marino regarding need for Mr. Katic independent
counsel;
0.90
337.50
lGW
lGW
(AD)lntemal communications to objections and claims of owners/lessors of Whale Building and where client stands on lease; discuss involvement of FOC on lease issues and how best to handle; (AD)Continued work to address questions of new lenders for potential purchasers; discussion of title and propert issues with ERG and Goldking; furnish pertnent documents as
0.90
337.50
requested;
LGW
0.90 0.60 0.90 0.40
337.50 225.00
LGW
(AD)Discuss DNR's objections to sale of Group i and bonding requirements/ cash requirements for Redoubt; question whether any potential purchaser can meet financial hurdle; (AD)Participate in extensive conference call on abandonment issues and ramifications for abandonment of assets if
objections cannot be overcome;

ACM ACM
ACM ACM DMC
337.50 220.00 220.00 385.00 165.00

112.50
(CO)Review and respond to various emails from Mr. Saunders
concerning MMS and BlM issues;

(AD)Conference with Ms. Wolf concerning analysis of MMS
leases and BlM leases;
HEG HEG HEG

DMC DMC
(Bl) Participate in weekly internal call; (AD)Follow-up with Ms. Wolf on Alaska Group I assets; (AD)Conferences with Ms. Wolf rearding preparation of assignments (Cook Inlet); (AD)Preliminary draft of recnveyance of overrding royalty
0.40 0.70 0.30

0.50
0.90 0.30 0.90 0.90
interests;
(AO)Conference with Ms. Wolf relating to recnveyance; (AD)Revision of conveyance of overrding royalty interests; (AD)Print and revise draft assignments and edit; (AD)Organlze same for Ms. Wolfs addition of pertinent
382.50 127.50 382.50 202.50

STATEMENT
Page: 5
STATEMENT NO: 14
10/27/2009 OUR FILE NO: 6476-2795M
HOURS
information; Make necessary revisions and check against
database;
09/04/2009
SAH
0.60
135.00
EJD
LGW
LGW
(AD)Create labels for the closing folders for the assignments; print same and affx to folders; (BL)Telephone call to Ms. Walsh regarding extension of time to file joint report; respond to Ms. Leslie's e-mail regarding status report; (AD)Continued work on closing items - request and receive contact and counsel information for various bidders; contact counsel and verify information; explain that closing with be very quick; (AD)Continued work to identify what entit wil hold tite and operate for each potential purchaser; determine whether entiies are qualified with DNR and able to meet bonding requirement; review Information for Webb Exploration and
Production LC;
0.75
0.30
150.00
67.50
0.90
337.50
0.90 0.90
337.50
LGW
LGW
(AD)Additional work on PSAs for Group i purchasers; and concerns regarding draft language to insure Group i contracts and cures are accurate for each buyer; (AD)Partcipate in conference call with Goldking attorneys and man discussion with NPT and Goldking regarding title land matters and bonding issues; discussion of DNR issues and financial obligations; forward prior tite opinions and similar information as requested;
337.50
0.90 0.90
337.50
337.50
LGW
(AD)Exensive emails with lenders and NAE - discussion of tite

issues and similar with Pyramid land and legal representatives; furnish requested information on partCUlar propertes; (AD)Continued revisions to exhibits and schedules regarding executory contracts and cure amounts for various PSAs; review spreadsheets with client to determine currnt amounts
LGW
due and which contracts NPT wil accpt responsibilty for cure
LGW
on; (BL)Discuss MMS/BLM findings regarding royalty issues for West Foreland wells with potential purchasers questioning cure amount; discussion of whether court would escrow amount required to close until final determination of royalties owed can be determine; (AD)Attempt to discuss issues related to Escopeta farmout and what issues Potential buyer might face given Escopeta previous attempt to void farmout; consider additional revisions
0.90
337.50
0.90
337.50
LGW

STATEMENT
Page: 6
Pacifc Energy Resources, Ltd.
10/27/2009 OUR FILE NO: 6475-2795M
STATEMENT NO: 14
LGW
of disclaimer for PSA; (AD)Continued work on cure amounts for PSAs; discussion with
Mr. Tywoniuk regarding throughputs and CIRI and Salamatof
HOURS 0.50
225.00
337.50
337.50
issues;
LGW
0.90 0.90
(AD)Receive requests for various CIRI and Salamatof documents and legal analysis of obligations thereunder; draft
and send;
LGW LGW
(AD)Work to finish up NAE final PSA; finalize exhibits and send to Ms. Parker; (AD)Participate in extensive conference call on PSA issues and work to conform CIE and NPT PSAs accordingly;
0.90 0.90 0.90 0.30 0.40 0.30 0.80 0.75 0.90 0.90
337.50 337.50 337.50 165.00 220.00 165,00

180.00 150.00 202.50 202.50
continued discussion of whether DNR wil be submittng PSA;

LGW
ACM ACM ACM DMC
(AD)Continued work on Lender Recnveyances and send to Hunter White and other lender counsel for comments; (AD)Conference with Ms. Wolf regarding Beta Leases; (AD)Review and respond to emails from Mr. Saunders; (AD)Follow-up on offer by ERG;
(Ailarious conferences with Ms. Wolf regarding preparation
SAH
DMC DMC DMC DMC
of closing documents (Cook Inlet); (AD)Collate assignments and make changes per DNR database; finalize; (AD)Prepare assignment checklist; (AD)Continue with preparation of closing checklist; (AD)Make necessry revisions to closing checklist against
database and PSA;
0.90
0.90
202.50
(AD)Crosscheck all data with original documents and revise as
neeed;
202.50
09/05/2009
HEG
LGW LGW
(AD)Review of assignments prepared by lenders and preparation of redline comments; (AD)Continued work on NAE PSA; numerous emails from Mr. Gross regarding Exhibit A and respond; (AD)Continued work on CIE PSA; numerous emails from Mr.
Hall and Mr. Wilcox rearding Exhibit A; bonding matters and
1.00
425.00
337.50
0.90 0.90 0.90 0.90
LGW
LGW
other financial responsibilty issues and respond; (AD)Continued work on NPT PSA; numerous emails and revisions of Exhibit A;
337.50 337.50 337.50
(AD)Receive propose drafts of Reconveyances from lenders

counsel; begin preliminary review and comments;

STATEMENT
Page: 7
STATEMENT NO: 14
10/27/2009 OUR FILE NO: 6476-2795M
HOURS
09/06/2009
LGW
(AD)Receive requests for information regarding BLM lease from Mr. Tywoniuk and discussion of CIRI objecions; draft memorandum regarding royalty issues and history of wells for Mr. Tywonluk; (AD)Continued work on BLM lease memorandum for Mr. Tywoniuk and attch CIRI and BLM objecions; send to Mr. Tywoniuk; (CO)Receive email from Mr. Perkins regarding unpaid bil and proof of claim; request documentation and respond; send to Ms. McFarland; (AD)Review emails from Mr. Tywoniuk regarding revisions to closing checklist; discuss timing of closing and anticipated
0.90 0.90 0.60
337.50 337.50
LGW
LGW
225.00
LGW
diffculties; determine what can be done remotely and how to

acquire signatures, etc.;
0.90
337.50
09/07/2009
LGW
(AD)Emails and calls with lender's counsel to discuss proposed recnveyance documents and draft new language to conform to industr usage; send for comment; (AD)Continued response and limited research for Mr. Litvak and bankruptcy counsel regarding issues presented by CrRI and BLM agreements regarding royalty interests in WF wells; (AD)Continued work on ancilary closing documents in light of changes over weekend to various PSAs and included items in schedules; re-work Bil of Sale to reflect propert to be
0.90
0.90
337.50
LGW
337.50
LGW
conveyed - furniture, equipment, onsite and offite items wherever located;

LGW
0.90
337.50
LGW
(AD)Continue review of relevant title docments for TBPF interest and discussions with client regarding diffculties presented if Group i assets lose access to facilities. Follow-up with Mr. Marino and Mr. Saunders; (AD)Emails and discussion of ORRI amounts owed to Alaska
0.90
337.50
ORRI owners and how funds will be distrbuted frm

LGW
segregated account; discussion with Mr. Cervi regarding fact that there wil not be adequate funds to cover all royalties due; (AD)Continued work on closing documents; proceed with drafting three sets since debtor wil not know who wins auction until bankruptc court decides (CIE); (AD)Continued work on closing documents; proceed with draftng three sets since debtor wil not know who wins auction until bankruptcy court decides. (NAE);
0.90
0.90 0.90
337.50 337.50 337.50
LGW

STATEMENT
Pacifc Energy Resources. Ltd.
Page: 8 10/2712009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
HOURS
LGW
(AD)Continued work on closing documents; proceed with
drafting three sets since debtor wil not know who wins auction until bankruptcy court decides. (NPT);
LGW
(AD)Begin re-working of propert exhibit for Motion to
0.90
0.90
337.50
337.50
Abandon TB properties to address possibilty that OCAR offer

LGW
wil be rejected or financing may not materialize; (AD)Exended conference call wit co-ounsel regarding need
for available support staff and notaries for closing; discussion of how parties can get frm DE to CA in time to close deal; discussion of whether some paper can be executed prior to closing and held in escrow; (AD)lntemal discussion on closing issues and returns of
0.90 0.70 0.50
LGW
ACM
337.50
deposits for both groups of propert;
(AD)Email response to Ms. Wolf regarding PERL closing;
262.50 275.00
09/08/2009
SAH
(AD)Create two additional sets of labels for assignment folders
and preliminary draftng of closing documents;

HEG
LGW
(AD)Conference with Mr. Marino and conference with Ms. Wolf relating to closing of sale; (AD)Review requests frm bankruptcy counsel regarding proposed extensions of time to assume BETA leases; discuss with Mr. Marino and determine whether DOJ/MMS agreement
0.90 0.50
180.00
212.50
is suffcient or whether CSLC and Cit of Long Beach are also

LGW
required; (AD)Receive draft Motion to Assume Beta Leases and Related

Documents from Mr. Saunders and review per his request; suggest changes and additons and send for review; (AD)Emails with Mr. Gross regarding current draft of Alaska Group i cure exhibit and schedules; emails and discussion with Ms. Parker and Mr. Tywoniuk to veri that amounts are most
0.90 0.90
337.50 337.50
LGW
LGW
current; telephone call frm Mr. Gross to question throughputs; (AD)Recive requests for reserve report and forward to
prospecive purchasers attempt to answer title questions for
0.90 0.30 0.90 0.90

0.90
337.50
112.50
purchaserllender;
LGW LGW
(AD)Preliminary drafting of NAE assignments for closing; review propert descriptions and compare with DNR website; (AD)Continued preliminary drafting of NAE assignments for closing; review propert descriptions and compare with DNR
337.50 337.50
website;
LGW (AD)Preliminary drafting of NAE assignments for closing; review propert descriptions and compare with DNR website;
337.50

STATEMENT
Page: 9

OUR FILE NO: STATEMENT NO:
10/27/2009 6476-2795M
14
HOURS
LGW
(BL)Review special service list for Motion to Assume Beta
Leases; review and update list and send to Pachulski DE offce

LGW
for service; (AD)Review request frm Alaska DNR regarding cure amounts and other issues and respond to Ms. Woolf; discussion of what properties DNR would need to have if Group I is abandoned;
0.96
360.00
0.90
337.50
LGW
Review email frm Mr. Katic regarding where financial responsibilty lies for Alaska abandonment liabilty - parent
(A D)
corpration, subsidiary, etc.; focused legal research to confirm
that parent has ultimate liabilit;

LGW
(AD)Review emaH from First National Bank Alaska regarding renewal of EPA LOC and discuss with debtor regarding
0.90
337.50
whether debtor wil renew, who can sign, etc.; discussion with
LGW LGW bankruptcy counsel and Mr. Arlington regarding estimates for abandoning injection wells; (AD)Review CIE submitals to Seller; comment on same; (AD)Receive email from Mr. Arlington and Mr. Jeric regarding BLM royalty issues; discuss whether PERL has all
responsibilty for royalties of whether there is residual liabilty
0.90 0.70
337.50 262.50
LGW
with FOC; review transaction documents to determine; (AD)Receive emaH from Mr. Litvak requesting furter scrutiny of contract rejection list and cure amounts for assumed contracts; review, comment and redline;
0.90
0.90
337.50
337.50
LGW
(AD)Receive email frm Mr. Tywoniuk advising that sales

hearing is continued to 3 pm Friday 9/11; discuss changes in
closing schedule and procdure; be advised that no

frontrnner has emerged but be ready to close with any of the
three candidates;
ACM ACM
ACM
0.90
337.50 330.00
assignments;
(AD)Conference with Ms. Wolf regarding status of assignments for Alaska assets; (AD)Review materials with Ms. Castle for finalizing
0.60
0.50 0.60 0.50 0.50 0.50 0.40 0.30
275.00
330.00 275.00 275.00 275.00
(AD)Review and respond to various emails with Mr. Saunders regarding consent by MMS to extend deadline to assume
leases;
ACM ACM ACM ACM
ACM
(AD)Telephone conference with Ms. Shanan at MMS; (AD) Follow-up email for wrien consent and extension;
(AD)Reviewand revise conditional motion for Beta leases;

(BL)Various emaHs to Mr. D. Katic concerning abandonment liabilty for PEAO & PERL; (BL)Emails to Mr. Tywoniuk concerning motion to assume Beta
220.00
165.00
leases;

STATEMENT
Page: 10
10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
ACM ACM
DMC
(BL)Follow-up with Mr. Robert Saunders;
HOURS 0.50
275.00
220.00
(~~ Conference wih Ms. Wolf regarding Sales hearing and

closing; (AD)Preliminary drafting of two sets of assignments (59 each) for Cook Inlet Energy; (AD)Begin preparation for 59 assignments for Webb
Exploration and Production LLC as Assignee; (AD)Continue with preparation of assignments - Webb; (AD)Make necessary revisions to same per Ms. Wolf; (AD)Crosscheck all data with original documents and discuss
with Ms. Wolf;
0.40
0.90
0.90 0.90 0.90 0.60
202.50
180.00 180.00 180.00 120.00
SAH
SAH SAH SAH

DMC DMC
DMC DMC DMC

DMC
(AD)Continue preparation of 59 assignments for Cook Inlet Energy as Assignee; (AD)Continue with preparation of assignments - Cook Inlet Energy; (AD)Continue with preparation of assignments - Cook Inlet Energy; AD)Continue with preparation of assignments - Cook Inlet Energy; AD)Continue with preparation of assignments - Cook Inlet Energy; (AD)Make revisions to Cook Inlet Energy assignments per Ms.
Wolf;
0.90 0.90 0.90
202.50 202.50 202.50 202.50
0.90 0.90 0.90

0.20
202.50 202.50
DMC
(AD)Check data with original documents and discuss with Ms.

Wolf;
45.00
09/09/2009
LGW
(AD)Continued work on redline of draft Alaska PSA - per Mr. Tywonluk's comments; work on Exhibit A propert descriptions, new facilities agreement and exclude escrows from list of
LGW LGW
contract cure amounts; (AD)Recive email from Mr. Kharasch advising that State of
Alaska wil not be bidding; follow-up with Mr. Tywoniuk; (AD)Receive email from Mr. Kharasch regarding what happens to ORRis if leases are abandoned. Discussion that ORRis are
ancilary rights and are passive; follow-up with Mr. Marino;
0.90 0.40 0.90 0.90
337.50
150.00
337.50
337.50
LGW
(AD)Focused WESTLAWand PACER legal research on ORRI

issues to follow-up for Mr. Marino and Mr. Kharasch;
(AD)Receive email from Mr. Saunders requesting furter
LGW
explanation regarding ORRis if leases are abandoned;
discussion with Hartig attomeys about speific Alaska

provision; follow-up with Mr. Marino;
0.90
337.50

STATEMENT
Page: 11
10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
Forbearance Agrements
HOURS
LGW
(BL)Review Debtors' Conditional Motion to assume Beta
Leases and confirm that Motion will be withdran if parties

LGW LGW
agree to continuance; forward to Ms. Shahan and Ms. Young for review; (CP)Forward detail of SRSM expense claim to W. Smith bankruptcy auditor; (AD)Work on Group I abandonment motion per Mr. Tywoniuk and Mr. Litvak; discussion of exploration propertes to be held back and possibly ORRIs; (AD)Continued work on Group I abandonment motion and begin preparation of exhibit of exploration propertes and
0.90 0.30
337.50
112.50
0.90
0.90 0.90 0.90
337.50
337.50
337.50
LGW
ORRIs to be held back;

LGW
(AD)Continued work on Group I abandonment motion and discuss with Mr. Arlington whether fee land at TBPF should be excluded from exhibit;
LGW
(AD)Recive Chevron comments to Group I abandonment

motion and dIscuss whether exhibit should be revised with Mr. Litvak and Mr. Tywoniuk; (BL)Extended conference with Mr. Arlington and Ms. Barder regarding PERUFOC royalt liabilty and pricing of product at issue; provide Ms. Barder with FOC assignment to determine
337.50
LGW
whether liability cut off

LGW
(BL)Continued work with Mr. Arlington and Ms. Barder
0.90 0.90
337.50
regarding PERUFOC royalty liabilty; telephone call frm Ms.

LGW
Barder and response to Mr. Arlington; (AD)Receive "full Speed Ahead" email from Mr. Tywoniuk regarding sale of Group i; emails from Ms. Parker regarding same and continue drafting assignments; (AD)Emails to and from Mr. Jungrels; (AD)Conference with Ms. Wolf rearding sales hearing; (AD)Partcipation on the internal weekly call; (CO)Review and respond to various emails with Mr. Kharasch and Ms. Wolf concerning ORRIIRoyalty questions; (CO)Review Willam & Meyers Trearse on ORRIIRoyalt
337.50
337.50 220.00 165.00 440.00
ACM ACM ACM ACM

ACM
0.90 0.40 0.30 0.80 0.70

0.70 0.30 0.90 0.75
385.00
385.00 67.50 202.50
318.75
questions;
DMC DMC
HEG
(ADVanous conferences with Ms. Wolf rearding assignments; (AD)Draft assignment logs; (AD)Preparation with Ms. Wolf of changes to the purchase and sale agreement and to the assignment and bil of sale;
09/10/2009
HEG
(AD)Review of draft of proposed assignment and bill of sale;

STATEMENT
Page: 12
STATEMENT NO: 14
Forbarance Agreements
10/27/2009 OUR FilE NO: 6476-2795M
HOURS
conference with Ms. Wolf relating to proposed assignment and
LGW
bil of sale; (AD)Continued work on redline of draft Alaska motions and

forward proposed revisions in light of Chevron demands; discuss with co-counsel and bankruptcy counsel to determine what abandonment issues wil arise for DNR and how they wil
0.75
318.75
handle;
LGW
(AD)Receive NAE commitment letter; review and discuss inadequacy of Pyramid response; follow-up; discuss with bankruptcy counsel and Lazard; offer to assist If required; line of Exhibit A (AD)Receive additional inquiry regarding red from Chevron and discuss changes and whether buyer pays for services to be rendered; telephone calls and emails to Mr. Arlington; (AD)Review emails and questions from Ms. Parker regarding
0.90
0.90
337.50 337.50
LGW
0.90
337.50
LGW
changes to Bil of Sale; respond with concerns and changes

LGW LGW LGW
that need to be consistent throughout all documents; revise redline; (AD)Review CIRI proposed Lease termination order C-060572; comment for Mr. Litvak; (AD)Re-work Exhibits to PA with TBPF properties back in per
0.90
337.50 262.50
262.50
0.70 0.70
bankruptcy counsel;
(AD)Receive email from Mr. Tywoniuk regarding issues for buyers re insurance and deposits in order to close if sale goes through and follow-up; review bonding agreements to see how DNR handles transitons and if there are emergency
provisions;
LGW
0.90
337.50
(AD)Telephone call and emails frm bankrptcy counsel

regarding abandonment of particular properties; inquire regarding Three Mile Creek since Aurora has offer to purchase; confirm abandonment with Mr. Tywoniuk; (AD)Receive additional emails from bankruptcy counsel
0.60
225.00
LGW
regarding whether Kustatan and related facilty wil be

abandoned; confirm with Mr. Tywoniuk and discuss with Mr. Arlington;
0.80
0.90 0.90
300.00 337.50
LGW
(Bl)Review email frm Mr. Tywoniuk that NAE ICIE sales are
offcially dead; direc all attention to abandonment; continue

abandonment preparations and drafting;
LGW
(Bl)Continued revisions and drafting of abandonment related

documents per counsel and debtor; coordinate with Ms.
Parker;
LGW
(BL)Continued revisions and draftng of abandonment related
337.50

STATEMENT
Page: 13
10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
Forbarance Agreements
HOURS
documents per counsel and debtor; coordinate with Mr. Litvak;
continued discussion of Chevron issues;

LGW
0.90
337.50
LGW
ACM ACM ACM
(BL)Discussion of reconveyance of ORRIs in light of abandonment and in light of Holdback of exploratory properties; check with lenders' counsel for update on their thinking; (BL)Telephone conference with Mr. Litvak to insure that court and creditors are noticed and that amended notice does not need to be filed; (AD)Emails to Ms. Wolf regarding authorized parties to sign for PERL at MMS & DNR; (AD)Follow-up with Mr. Tywoniuk; (AD)Telephone conference with Ms. Willams at MMS;
0.90
0.90 0.30 0.30 0.30
337.50
337.50
165.00 165.00 165.00
09/11/2009
LGW LGW
(AD)Continued work on Group I Abandonment Order and exhibits; finalized changes in light of Chevron demands; (AD)Continued work on exhibits to add Middle Lake lease with abandonment issues; finalize and send to bankruptcy and business counsel for hearing; review emails to address issues
0.90
337.50
with contracts that wil need to be rejected that are related to abandoned leases;
LGW
(AD)Receive emails form lenders' counsel regarding reconveyances and status of sales and/or abandonment; advise that most properties are going to be abandoned but
0.90
337.50
some wil be held out for later sale; reconveyance wil becme necessary and inquire as to produre;
LGW
0.90
0.90
337.50 337.50
337.50 225.00 112.50
LGW
LGW
DMC
(AD)Review email frm Mark Cervi rearding information about CIPL funding agreement and forward same; provide short history of CIPL funding matters and liabilities; (AD)Review Revised Abandonment Order from Mr. Litak incorporating CIRI and Donkellanguage; comment and return after discussion with Mr. Marino; (AD)Review of additional material from CIE;
(AD)Various conferences with Ms. Wolf rearding preparation
0.90 0.60
0.50
1.00 1.00 1.00 1.00
of signature pages and regarding revisions to assignments;

DMC DMC DMC DMC
(AD)Review and compile signature pages for updated draft of

reconveyances of ORRI; (AD)Update and revise assignments into Cook Inlet; (AD)Continue to update and revise assignments into Cook Inlet; (AD)Update and review assignment logs;
225.00 225.00
225.00 225.00

STATEMENT
Page: 14
Pacific Energy Resources, ltd.
10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
HOURS
LGW
LGW
(AD)Review updated lease list from Alaska DNR; confirm that Debtors' abandonment exhibit is consistent with same; question some entries and confirm with DNR; (AD)Review Abandonment Order from Court; answer emails from bankruptcy counsel rearding MMS and BLM issues and cease work on Alaska;
0.90
270.00 270.00
0.90
09/13/2009
LGW
(AD)Continued work with DNR on abandoned propert lists that are not yet posted on OMNI website; continued work on
LGW
contracts to be abandoned; (AD)Additonal request for bankruptcy counsel regarding

certin contracts and timing for abandonment of same;
0.90 0.90
337.50
337.50
09/14/2009
LGW
(AD)Work on additional abandonment issues for bankruptcy counsel; furter discussion of timing in light of when Alaska offce wil close; discussion with Mr. Arlington regarding same;
LGW LGW
(AD)Reclve email on CIE last minute offer and advise Rutan;

(AD)Emails and call from Rob Saunders to discuss contents of
propoed MMS continuance order. Discussion of
0.90 0.20
337.50 75.00
working and
0.90
LGW
draft language sent to Mr. Kharasch; follow-up with email to Ms. Shahan; (AD)Review offer letter from Aurora for Three Mile Creek; discuss with Mr. Tywoniuk and determine that properties wil
337.50 337.50
be offered in later sale;

LGW
LGW
0.90
0.60
(BL)Review MMS email regarding continuance and address Ms. Shahan's concems; (BL)Review email from Mr. Litak requesting particular scrutiny of contracts to be rejected; begin preliminary review as
225.00 337.50
requested;
LGW
0.90
LGW
LGW
(BL)Additional email from Mr. Litvak requesting that SRSM create and handle exhibit to rejection motion; discuss with Mr. Saunders as to form and how contents are to be arranged; also discuss notice issues; (BL)Review of Donkel Limited Objecion to Alaska abandonment; discussion with bankruptcy counsel regarding merits of same; query whether theses ORRIS wil eventually be paid; (BL)Review of updated numbers for MMS proof of claim for WF wells and royalties; advise bankruptcy counsel regarding our objections to same; discuss settlement if possible;
0.90
337.50
0.90
0.90
337.50 337.50

STATEMENT
Page: 15
STATEMENT NO: 14
10/27/2009 OUR FILE NO: 6476-2795M
HOURS
ACM
ACM
consent;
ACM ACM
(AD)Conference with Ms. Wolf regarding status of propose sale of Alaska assets to Cook Inlet; (AD)Review various emails from Mr. Saunders regarding MMS
0.40 0.40 0.30
220.00
DMC
DMC
DMC
DMC
(AD)Review emails regarding MMS issues; (AD)Follow-up with Ms. Wolf regarding Ms. Shanon at MMS and discussions of California State Lands; (BL)Review new pleading obtained frm PACER and prepare attomey summaries for Mr. Marino; (BL)Continue preparation of summaries of newly filed claims as found on PACER website and discuss with Ms. Wolf, (AD)Continue with preparation of memoranda regarding BK sales procedures and revise schedule accordingly; (AD)Continue with preparation of assignments - Cook Inlet
220.00 165.00
275.00
0.50
0.90
202.50 202.50 202.50

67.50
0.90
0.90 0.30
Energy;
09/15/2009
LGW
(BL)Emails from Ms. Shahan questioning MMS extension wording; call, discuss and propose new language to take care of concems; discuss with Mr. Saunders to see if he agrees to
changes;
LGW
(BL)Continued work on MMS extension draft and clarify proposed language; receive new language from Mr. Saunders and discuss prior to sending on numerous emails; (BL)Receive signed MMS extension; forward to Saunders and receive request to get similar from CA State Lands Commission; contact Ms. Young's offce and speak to paralegal about request and need for quick response; send
0.90 0.90
337.50
337.50
LGW
proposed draft language;

LGW
(BL)Receive signed CSLC extension; forward to Saunders and receive request to get similar from City of Long Beach; contact
0.90
337.50
city attomey's offce and speak to city attomey about request

and need for quick response; send proposed draft language;
LGW
(AD)Receive email request frm Lazard regarding CA Coastal
0.90
337.50
LGW
LGW
permit process for Breitbum, potential purchaser; review files to see if such pennit was obtained at closing or whether it was obtained by predecessor in title; discuss with Mr. Marino and respond accordingly; (BL)Receive email from Mr. Saunders requesting reconcilation of contract lists for sale motion and abandonment motion; preliminary review of same; (BL)Continued work on reconcilation of contract lists for sale
0.90 0.90
337.50
337.50
SCHULLY, ROBERTS, SLATIERY & MARINO

STATEMENT
Page: 16
10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
LGW
motion and abandonment motion; follow-up with Mr. Arlington; (BL)Receive service list for bankruptcy court and update as
HOURS 0.90
337.50
requested by bankruptcy attrneys; file research and company

0.90 0.90 0.40
0.40 0.30
LGW
emails and follow-up; determine whether some contrcts are room for newer information; stil in force; check data (AD)Review exhibit of exploratory propertes for proposed sale;
337.50
question whether seismic and related matenal as well as

ACM ACM ACM DMC DMC DMC
ORRIs wil be sold; if so, have creditors approved such sale; (AD)Conference with Ms. Wolf regarding Alaska assets; (AD)Review and respond to emails from Mr. Saunders, Ms Shahan wntten consent of MMS; (AD)Emails to Mr. Tywoniuk; (BL)Review additional pleadings obtained from PACER and prepare attorney summanes for Mr. Manno and Ms. Wolf; (BL)Continue preparation of summanes of newly filed claims and discuss with Ms. Wolf; (BL)Continue with preparation of memoranda regarding BK claims and revise schedule accordingly;
337.50 220.00
220.00 165.00
0.90
0.90 0.90
202.50 202.50
202.50
09/16/2009
LGW
LGW
(BL)lnquiries from Mr. Saunders regarding WY propertes and contracts to be abandoned; request copies of contracts and other agreements relative to these propertes and discuss with Mr. Cervi regarding outcome of well driled in WY; (BL)Review WY propert documents and contracts to be abandoned; determine whether contracts that Debtor took interest subject to nee to be rejected; internet search for addresses of possible necessary notice parties;
0.90
337.50
0.90 0.90 0.90
337.50
337.50
LGW
LGW
(BL)Furter communication with CLSL regarding extension; make changes to document and resend; recive executed pdf; forward to bankruptcy counsel; (BL)Furter communication with City of Long Beach regarding
extension; make changes to document and resend; receive executed pdf; forward to bankruptcy counsel; (BL)Review Third Rejection Motion draft - contract from Saunders and bein comments; discuss contracts with Mr. Arlington and Long Beach offce to see whether rejection might be premature; discuss with Mr. Tywoniuk; numerous emails; (BL)Continue work on Third Rejection Motion; (BL)Emails from bankruptcy counsel requesting information regarding why some leases were rejected and others with similar names were not; explained liabilties associated with
337.50
LGW
LGW LGW
0.90 0.90
337.50 337.50
SCHULLY, ROBERTS,
SLATTERY & MARINO

STATEMENT
Page: 17
10/27/2009 OUR FILE NO: 6476-2795M

STATEMENT
NO: 14
HOURS
specific properties; pointed out that non abandoned leases are exploratory and therefore perhaps marketable to potential purchaser with no attendant liabilty to debtor;
0.90
337.50
LGW
(BL)Revise exhibits per Mr. Litak - exclude all 011 and Gas leases; question existence of other real propert leases;
LGW
discuss diffrence between oil and gas leases and landlord tenant issues; (BL)Additonal inquiries frm DNR regarding abandoned
properties; respond and refer to Mr. Arlington and Mr. Hall; discussion of whether there might be a buyer in the wings; referred to Mr. Tywoniuk; (BL)Follow-up telephone cali from DOJ attomeys to determine whether any progress has been made toward determination of proper royalty amount for WF wells; forwarded emails and agreed to conference cali to discuss; explained that amount as it stands wil probably lead to abandonment becuse new owner would have to pay cure; discussion of settement power of agency; (AD)Emails to Ms. Wolf; (AD) Follow-up emails to Mr. Tywoniuk; (OP) Telephone conference wit Ms. Willams at MMS regarding update qualification; (OP)Conference with Ms. Wolf; (CO)Emails to Mr.Cervi regarding Osprey propert;
0.90
337.50
0.90
337.50
LGW
ACM ACM ACM ACM ACM
0.90 0.30 0.40

0.50 0.30 0.30
337.50 165.00 220.00
275.00 165.00 165.00

220.00 165.00 220.00 220.00 220.00
202.50 337.50
09/17/2009
ACM ACM ACM ACM ACM DMC
(OP)Emails to Mr. Tywoniuk regarding MMS signing authority; (OP)Telephone conference with Ms. Willams at MMS; (OP)Conference with Ms. Wolf on status of documents; (CO)Emails to Mr. Tywoniuk regarding MMS Beta issues; (CO)Conference with Ms. Wolf;
(BL)Review new documents received frm counsel and
0.40 0.30 0.40 0.40 0.40

0.90
LGW
LGW
with reulators since resignation of prior management;
prepare attomey summaries for Mr. Marino and Ms. Wolf; (BK)Continued discussion of CIPL liabilit and need to abandon funding agreement; sent short memorandum on same to requesting partes; (BK)Emails and discussion of need to change signing authority
0.90
LGW
research process by which to amend incumbency documents In Alaska; follow-up with Mr. Tywonluk to see who is empowered to sign for debtor as of now; (BK)Extensive work on service list for Third Rejection Motion
0.90
337.50

STATEMENT
Page: 18
10/2712009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
HOURS
LGW
determine whether there are new parties not previously noticed and inquire how to handle; (AD)Discussion with Alaska offce regarding seismic information and licenSing in light of abandonment; anticipate that Digital will request return of its data; further discussion of Escopeta issue and Sabre Prospect; (BK)Participate in internal call to discuss Chapter 11 work and asset sale; receive assignments from Mr. Tywoniuk and begin to work on bankruptcy motions regarding BETA; (BK)Numerous revisions and tweaks to exhibits for Mr.
0.90
337.50
0.90 0.90
0.80
337.50
LGW
337.50 300.00
337.50
LGW
LGW
Saunders;
(BK)Receive AERA limited objection and review; determine how wil impact sale of BETA assets and discuss how to handle in adversary action; (AD)Discussion with Mr. Marino regarding how to handle incumbency issues for MMS - Pacific region; update on discussions with Ms. Willams and Mr. Mlng; continued man regarding possible acquisition of discussion with ERG land Beta leases and follow-up; (AD)Discussion with DNR bankruptcy attorney regarding need
0.90
LGW
0.90 0.60
0.60
337.50 225.00
LGW
to get guidance frm debtor regarding possible rehearing if

buyer appears;
LGW
LGW
DMC
DMC
(CO)Receive additional information regarding renewal of EPA escrow and contact debtor to determine course of action; (AD)Conference with Mr. Marino to discuss Beta due dilgence requests - pipeline permits and Aera title issues; (BL)Continue preparation of summaries of newly filed claims and discuss with Ms. Wolf; (BL) Revise schedules to conform to new information from BK
225.00
337.50 202.50
0.90 0.90 0.90 0.30
counsel;
JGS
09/18/2009
ACM ACM ACM
(OP)Review of e-mails from Mr. Marino regarding same;
202.50 82.50
(OP)Various emails to Mr. Tywoniuk regarding Beta - MMS
Issues;
(OP)Review Insolvency Certificate for PERL; (AD)Telephone conference with Ms. Wolf on status of
prospective buyers;
0.40 0.30 0.40 0.50

0.90
220.00 165.00
ACM
JGS
LGW
(OP)Follow-up with Mr. Tywoniuk and Ms. Willams; (OP)Researched and found forms to update qualification card for San Pedro Bay and Perl with the MMS; (BL)Review Certification of Counsel extending deadline for
220.00 275.00
247.50

STATEMENT
Page: 19
STATEMENT NO: 14
10/27/2009 OUR FILE NO: 6476-2795M
LGW LGW
BET A; copy all counsel and send appropriate thank you notes; (AD)Discussion of retums of deposits; review extensive email chain to determine chronology; (AD)Discussion of potential purchasers for Beta and response to continued due diligence requests for creditors; discussion of
HOURS 0.90
337.50
0.90
337.50 337.50
mechanics of creit sale;

LGW
0.90
(AD)Discussion with Alaska offce regarding email from Ms.

Barder who prepared new Royalt numbers for Proof of Claim; suggest that conference call be attempted with DOJ and Denver MMS to see if settlement Is a possibilit; inquiries into proposed methodology to dispute calculations of MMS; (AD)Work on ERG inqUiries and rework exhibits to reflec release of lender indebtedness; discussion with Mr. Marino regarding structure of transaction;
0.90
0.90
337.50
LGW
337.50 337.50 262.50
LGW
(BL)Recive filed motion to reject and review; receive request

to start preparing exhibit for next rounds of rejections; discussion with Mr. Marino and follow-up; (BL)Continued discussion of same;
LGW
0.90 0.70
09/19/2009
LGW
(AD)Review of exhibits for retained assets from Mr. Arlington;
make comments and revise Corsair language;

09/21/2009
LGW
0.90
337.50
(BL)Recive email from Mr. Saunders requesting begin work

on Fourth Rejection Motion with deadline of October 16 to be heard In November Omnibus hearing; discussion and email with Mr. Cervi regarding whats left to handle in Alaska; focus wil be on CA and Beta; review agreements to see if there are old contracts to be considered; (AD)Discussion of properties (exploratory) with delay rentals coming due and when; follow-up with Mr. Arington regarding record retention and lease file whereabouts; also what policies if any has the company put in place to make such records available to potential purchaser;
0.90
337.50
LGW
0.90
337.50
LGW
(AD)Recive emails from Mr. Saunders regarding SPBP

operatorship and history of Aera's continuation as operator after acquisition; discussion of lease renewal and releases executed; send copies of all documents with annotations; (AD)Continued discussion with bank regarding PERL letter of credit for EPA and need to handle yearly renewals; telephone cali to Mr. Tywonuk to discuss mechanics and call to Ms.
0.90
337.50
LGW

STATEMENT
Page: 20
10127/2009
STATEMENT NO: 14
OUR FILE NO: 6476.2795M
Bourcier at bank to follow up;
HOURS 0.90
337.50 337.50
LGW
(BL)Discussion of Objections of DNR to abandonment;

research to determine whether new cases impact our arguments; discuss with bankruptcy counsel; (BL)Additional discussion with ERG regarding whether to pursue BET A and pros and cons of Pacific region versus GOM; discussion of creditors' representation of fats and explain how financing deal worked;
(BL)Emails wit Pachulski attomeys and Mr. Marino re
0.90
LGW
0.90
0.70
337.50
LGW
Objections - BETA;
262.50
09/22/2009
LGW
(BL)Review of email from Mr. Arlington regarding Copper River dry hole; discussion of whether to abandon such leases and farmout agreement; revise exhibits accordingly; (BL)Work on new Incumbency certificates for debtor; preliminary drafting; (BL)Review Inquiry from DNR regarding reconveyances of lender ORRis and timing thereof; discussion with Mr. Tywoniuk and Mr. Marino and determine that only wil request reconveyance for exploratory propert when and if sold;
0.90
337.50 337.50
LGW
0.90
LGW
focused legal research on issue;

LGW
(BL)Receive emails on ORRis and NPls from Ms. Parker and discuss with Mr. Marino; lenders are confused about their interests in Alaska; (BL)Continued work on Fourth Rejecton Motion;
0.90
337.50
LGW
0.70 0.90
262.50 337.50
09/23/2009
ACM
(OP)Various emails to Mr. Tywoniuk and Ms. Willams at MMS concerning incumbency certficates and resolutions;
0.30 0.50 0.50

0.70
165.00
ACM ACM
ACM
(AD)Conference wit Ms. Wolf rearding exploratory properties

in Alaska and lender reconveyance documents; (BL)Review materials and emails regarding potential Polytec claim; (BL)Conference call with PERL representatives; corprate counsel, brokers and regulatory counsel; (BL)Review of emails regarding exploration propert sale materials and proess; follow up with review ancilary
275.00
275.00
385.00
337.50
LGW
documents;
LGW
(BL)Email form Debtor regarding cancellng insurance
0.90
coverage on the Alaska properties due to the abandonment.

OSFR for Redoubt Unit Tract 3; comment on deletion to client;

STATEMENT
Page: 21
STATEMENT NO: 14
10/2712009 OUR FILE NO: 6476-2795M
HOURS
also informing that the EPA LOC will not be renewed; research
EPA regulations for guidance;

LGW
0.90 0.90 0.90 0.90 0.90 0.90 0.90
337.50 337.50 337.50

337.50 337.50
LGW LGW
LGW
LGW
tech deposit issues with Mr. Tywoniuk; partcipate in internal cali to discuss; review attorney notes and emails to establish tim'ing of discussions; tech deposit issues call and comment; (BL)Partcipate in Poly (BL)Continued work on Polytech related matters to see when regulators were contacted; gather documents to support; (BL)Review Order permitting extension of time; send to MMS, DOJ, CSLC and City of Long Beach; follow-up with Ms. Shahan regarding royalty issues as well; (AD)Receive request from Mr. Tywoniuk to review Mr. Arlington's exhibits for exploration properties; discussion of
(BL)Discuss Poly
what needs to be placed in data room for this offring;

LGW
337.50 337.50
(AD)Review due dilgence to see what documents are pertinent
for exploration properties;
09/24/2009
DMC
ACM ACM ACM LGW
(BL)Review new documents received from co-ounsel and prepare attorney summaries for Mr. Marino and Ms. Wolf; (BL)Update and status report with Ms. Wolf;
(BL)Partcipate in weekly internal conference call;

(OP)Telephone conference with Ms. VVllams at MMS; (BL)Review emails and correspondence from Ms. McFarland
regarding ORRI adversary actions; legal research on speifc
0.90 0.30 0.90 0.30
202.50 165.00 495.00 165.00
questions posed by bankruptcy counsel - common fund doctrine and deposit with registry of court of attomey fees for
Medema counsel;
LGW
0.90 0.90
0.90 0.90
337.50 337.50 337.50 337.50

337.50
LGW LGW LGW

LGW
(BL)Continued work on legal issues posed by bankruptcy counsel above including rights of lender defendants; (BL)Review proposed settlement agreements per bankruptcy counsel and suggest that Alaska counsel be copied; (BL)Partcipate in weekly call;
(BL)Partcipate in MMS/DOJ conference call regarding WF

royalty issues; preliminary memorandum drafting of letter;
0.90 0.90 0.70 0.90
(BL)Recipt and review emails from ERG and research items

and respond; review due dilgence documents to extent
available;
LGW LGW
tech team; (BL)Discussion with Mr. Arlington regarding records and offce closing; determine whether to send original FOC documents to Long Beach or retain; discussion with Mr. Marino;
(BL)Prepare for conference call with Poly
337.50 262.50 337.50

!iATEMENT
Page: 22
10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
HOURS
DMC
(BL)Continue preparation of summaries of newly filed claims and discuss with Ms. Wolf;
0.90
202.50
09/25/2009
LGW
(BL)Review MMS meeting notes from Mr. Jeric; discuss with Mr. Arlington and begin draftng response for propose conference call; (AD)Continued work on exploration propertes sale issues, PSA and exhibits;
0.90 0.90 0.90 0.90
337.50
LGW
LGW LGW
(BL)Partcipate in Dewey conference call;

(BL)Review new versions of PSA and review new exhibits per Mr. Tywoniuk;
337.50 337.50 337.50
09/28/2009
LGW
(BL)Receive numerous questions from ERG land man
regarding lender interests in Alaska; explain that there are no lender production payments in Alaska and therefore could not be abandoned; lengthy discussion of proposed sale and how to work with lender and how to faciltate qualification in Pacific Region;
0.90 0.90
337.50
LGW
(AD)Recelve board approved resolution naming who can sign

for debtor; continue work on changes to DNR records and POA updates; (AD)Receive new PSA from Ms. Parker and redline as
337.50 337.50
LGW LGW
requested;
0.90
Trade & License Agreement between Forest-BP-Unocl;

LGW
(BL)Review email from Mr. Arlington rearding Data Storage
determine that PERL cannot dispose of such documents or destroy; request guidance on these and other documents; (AD)Receive word to rework of exhibits and schedules and update PSA;
0.90
337.50
337.50
165.00
0.90
0.30 0.40 0.90 0.90
09/29/2009
ACM ACM
LGW
(BL)Conference with Ms. Wolf;. (BL)Review and respond to various emails regarding pending action in bankruptcy court; (BL)Review bullet point letter from BlM/MMS/DOJ conference cali and begin preliminary drafting of position statement per MMS request;
220.00
337.50
337.50
lGW
(Bl)Continued preliminary drafting of position statement per

MMS request; bein extensive reconstruction of history of the
BlM lease and royalty sharing agreement;

STATEMENT
Page: 23
10/2712009 OUR FilE NO: 6476-2795M
STATEMENT NO: 14
HOURS
lGW lGW lGW lGW lGW lGW
(Bl)Continued work on BlM lease issues - research and

drafting;
0.90 0.90
337.50 337.50
337.50

drafting;

drafting; (AO)Work on Group I exploratory properties dataroom
0.90
0.90 0.90
documents;
(AO)Continued work on contrcts/documents for dataroom; (AO)Work on revisions of drafts of PSA with Ms. Parkerseismic and other exhibits; discussion of items with Mr. Arlington; (AD)Work on contract selection and lists for Mr. Cosgrove per Mr. Marino; (AD)Review delay rentals exhibit and comment; follow up with
Mr. Arlington;
337.50 337.50
337.50 337.50 337.50
337.50
0.90 0.90 0.90 0.90 0.40 0.30
lGW
lGW
lGW
(AD)Follow-up on ERG questions for Mr. leFleur with MMS and debtor; review AERA, SWEPI conveyances to determine extent of obligations;
09/30/2009
ACM ACM
(AD)Conference with Ms. WOLf;
lGW
(AD) Review of Exploration propert list; (Bl)Review Digitel's Objection to Third Rejection Motion; discuss of what nees to done and whether data must be returned; review licensing agreement and determine that return Is proper course; review emails from Mr. Arlington and Mr. Tywoniuk and send email to Mr. Saunders on issue;
220.00 165.00
0.90
337.50
337.50 337.50 337.50
LGW

drafting;
0.90 0.90
lGW

drafting emails to Mr. Jeric and Mr. Arlington to request comments and additional information;
lGW
lGW

drafting in response to emails from debtor and Mr. Arington; discuss gas pricing and approach to settlement; (Bl)Review emalls from Mr. Saunders rearding disposition of
0.90
cash trust funds to EPA; discussion with Ms. Kuri, Mr.
lGW
Tywoniuk and trustee; follow-up reading of agreement and review of statute; (AO)Continued extensive file review for exploratory properties exhibits and review to confirm that there are no ancilary
0.90
337.50

!'TATEMENT
Page: 24 1 0/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
documents required;
lGW (AD)Continued work and analysis of documents for exhibits; lGW (Bl)File review and short memorandum to Mr. Saunders
regarding EPA issues; negotiation of trust and letter of credit; explain that Belmar Engineering has determined that Trust is
HOURS 0.90 0.90
337.50 337.50
overfnded and that plugging and abandonment of the

injection wells should be less costly than earlier anticipated;
0.90
337.50 337.50 101,985.00

TOTAL
lGW (Bl)Receive comments and revise MMS/BlM letter; further

research to confirm royalty matters and methodology;
TOTAL FEES:
RECAPITULATION
0.90 272.56
HOURLY RATE $200.00 225.00 550.00 275.00 374.33 225.00 425.00
TIMEKEEPER Susan A. Hymel Diane M. Castle Anthony C. Marino Joan Guidry Seelman Lynn G. Wolf
Emile J. Dreuil, III
Herman E. Gamer, Jr.
HOURS 5.70 28.80 29.10 1.20 201.46 0.30 6.00
$1,140.00 6,480.00 16,005.00 330.00 75,412.50 67.50 2,550.00
Photocopies long Distance Telephone (Cypress/Conference Call; 24703)

TOTAL EXPENSES: THRU 09/3012009
PREVIOUS BALANCE
15.25 15.64
30.89
$479,306.32
102,015.89
TOTAL CURRENT WORK:
10/14/2009
10/14/2009
Payment Received on Statement No.12, Wire Transfer of October 14, 2009 Payment Recived on Statement No.12, Wire Transfer of October
-661.63
14,2009
TOTAL PAYMENTS
-175,336.80 -175,998.43

STATEMENT
Page: 25 10/27/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 14
BALANCE DUE:
$405,323.78
PLEASE INDICATE FILE NUMBER, STATEMENT NUMBER AND STATEMENT DATE ON ALL REMITTANCES
DATE OESCRIP1ON
INV #
9095502
AMOUNT DEDN
3,205.07
CHECK
NET AMOUNT
Cypress Communications, Inc.
nQ/01/09 Telephone Services
3,205.07
CHEC DATI
CONTL NUM
09/30/09
24703
TOTALS
Gross:
3,205.07
Oed:
0.00 Net:
3,205.07
241 i 0 ~ '.,
Sc~~:li~~l';,,t::"';~l~~.;j,:.\Jr,F;j~'~'';;\:'':rd,~ " " " .,
',,'" t ~. ". ..' , " -. . ~ .. ~.
,;.:;"
,;,",., /";
..
, 1. '. ; ~:
FA'f
**rHRE! . O' . - .,,,~~~,i; ',_' 'hv.,...Q:~lN~g., 'I ..' ." '.-' J' ...:'T" " .;,.' .: 'ci..triiirlC' , ''1''':Oi"",, LARS"
....
'" ... - l
.~~~i;~~:~~:'..
.', .~, i
l ,~. .:', . . :,' . '. ~r : ._'" ,:: .f: i~~.. ~;~ :;t/. ':, .~.~;:: /,;:;~.~~~~!~'.:~,:.i~~:;f~t~;i;?~:if~~;:if~t:~~~~H;~~~.:.: .:", .'!' r. uj; '~;i.~~'~') ,;.l'.l: .'; r:........,y~II:c.~M~i1~~.J~I" ...."....,5.':.. ,;, .,,~.., :,11..4;",:.:::~ ::~'. :;..:.;'~ . r.)~~., :.. ;;::\ -;'.:,,. :... i :,~. ._ ~ ..', . .....' ,', #1'i,'" =".~ i:-.','(:;'",. :~~..-..i'" 'r;""'" ~ ' - -:I~.~:';~r .7.,...;.;'1...:-.... ~l...I,r.....:..Ir.....:!J'r_";~ :. ".,. . . ,,'.~ ,,' -.;f',',_,. ! ... '~ii~~~~~.':l. ~.:;_:;. '. ,.:~t~1-: ;:.'" '~'~t~
.J_ ~~'~'S3..r.". ~" J . .., -.. ...... "........l.. .... .c:..t.'~""i..t......
I',' AaAls- G~: ~l~' .'~: I.A..:......./,\ .~~r...l.r...~'.;,; '.~4..J,...-~_-'r ':.,7,.' /"~~ti'(.~.:1'.-'.. ,ir..-:.i,: :. ~'.. f' . '.
'. .. ...~11;:p(;!!:~~i~::;;~i::;i,:,;.i;~~r~J:.?~B;(H'y;~:;..:;;-:;:; ~;,:;~_

DIO ~.. 'i0 ~IJI 1:0 Ei 5..00 , 371:
, 'o l. ~ 5 ~ q 'ni
SCHULL V, ROBER SLTTY" MARINO. A PROFSSNAL LAW CORPORAl1N. OPERnNG ACCOUNT
-.
24703
~ lX 1+8Q2U WV.delm
Schully, Roberts, Slattery & Marino
Check Request
Date:
Payable to:
September 11. 2009
Cypress
3205.07
Telecommunications
See Below
Amount:
Description/Purpose:
File Number:
Requesting Attorney
AEH
Time/Date Needed:
Approved by:
Regular Bilino
Comments: 5660: 1614.75; 5660.2: 807.00; 5670: 37.23; 1300.3: 483.73; 5660.4: 270.00; 4190: -7.64
~
()cclcuedoc
CD .. ~ 4I .. ... ,. .. .~.. ....
~ c 4D
Page 01
SCHULLY ROBERTS SLATTERY Be MARINO 1100 POYDRAS ST.
Act #:
Invo #:
Invce Dale: Pavment Cue:
280oo00030801802 9055 5
SEPTEMBER 01, 200
cypress COwrlCAONS'.
SUITE 1800 NEW ORLEANS, LA 70163
OCTOBER 01,200
D1rllnuiri To:
LIZ DRESCHER (504)585-7800
(888)528-1788
Regulated ses proided by Cyes Communictions Opeating Company, llC

! oft~. a ~;I t;~' i;~; ~;";~:1 '~ : . i~ ;~ ~: ': :: ::' :1: ,:; ~ . ;' ;~ ~. ! .:.. ': :~:~~. r~ .~ :~ -'~)~1t" 1;1 ~ ".;!: i ~ 1 ~-:;~ t,_::' t,.;t .:: ~~ i-:. ,; ~ ':,:~ :~ i~~. :t:~ ~~~~tr r~;l ~.~ r~~:~~ ~~ji;;,~::i~d~ 1~, ~t
Thank you for choosing Cypress Communications. Inc. For questions about your invoice. please contact our Customer Care Department ~ 888-528-1788 or e-mail us at invoicehelp~cypresscom.net. Please send name & address changes via email toinvoicehelp~cypresscom.net.
Returned Check Charge is $25.00 Please write the invoice number on your check. Make checks payable to: Cypress Communications. Inc.
_~ - .e_
..
Detach and return remit portion with your payment.
REMITTANCE STATEMENT
Pag 03
.. .. .. 4D. .. ..
4D .. .. .. ...... ..
. cypress COMMNlCONS"
SCHULL Y ROBERTS SLATTERY & MARINO 1100 POYDRAS ST. SUITE 1800 NEW ORLEANS, LA 70163
Account ,,:
Invice ,,:
Invice Date:
28003-801802
9095502 5 SEPTEMBER 01, 20
OCTOBER 01, 2009
Diret inuiris To:
LIZ DRESCHER (504)685-780
Payment Du
(88)5281788
Regulated serce provid by Cyes Comunlcatins Operating Company, U.c
_,. 2818723100~VJ iM~ 21.0

4 2 C~AI~D BY COL~N JAJTT .
NUMBER OF PARTICIPANS
sharecall Conference Servi ce

, : . ~~: -;:., t~~~. ::~ ~ ~ r~
lJi~
19.38
3379428565 18.0 5045857800 18.0 CONFERENC MINUTES 57.0

CONFERENCE TOTAL
--------ig:3a yf
0114722243 08/06/09
300 PM ACUl CO: 7"D'l, ~~

CHAIRED BY PAUL GOODWINE NUMBER OF PARTICIPANTS
7134581560 5045857800 7134581560 5045850307 8324763630 8324763624 5045813234 2052505000 5042514295

CONFERENCE MINUTES
515.0
58.0 99.0 48.0 95.0 46.0 46.0 2.0 91.0 30.0
175.10
CONFERENCE TOTAL ~
-------i7:ia vi
4
01148424 08/21/09
8 33 AM ACUJf COE: laq7, ()

CHAIRED BY PAUL GOODWINE -,
NUMBER OF PARTICIPANTS
7137582222 2259270503 5045691B75 5045857800

CONFERENCE MINUTES
134.0
35.0 35.0 34.0 30.0
45.56
---------~--- /
CONfERENCE TOTAl
45.56
01148 08/22/09
757 AM AC CO: 1C;c:7. 'Jlf
5046153021 26.0 2259270503 24.0 504B611481 23.0 5048879151 20.0 CONFERENCE MINUTES 93.0
CONFERENCE TOTAL
CHAIRED BY PAUL GOODWINE NUMER OF PARTICIPANTS
31.62
------------- ,
31.62
011470943 08/05/09
1 57 PM ACCOUN CO: 'ff''1./.:t'f
5045857800 3.0 CONFERENCE MINUTES 3.0

CONFERENCE TOTAl
CHAIRED BY ANTHNY MAINO NUMBER OF PARTICIPAN
1.02
------------- ./
1.02
01147055 00/0/09
2 00 PM ACUl CO: (g'fgct, I ~l.
PDF 23728 1379 -: -:CYCO1.PH4T.2803.pdl;:;:
.."
Page 2 018
( Eq ProfelSfonal vJ.5 i
TransactIon Report Photocopy, By Date

By Cllent/atter
From Sep. 01,200 To Sep. 30, 2009 23:59
Ran on: Oct 01, 2009 4:55 PM
Ty Date TIme
Use
Device Name
Deription
DurUon
05:02:27
Items
Cost sl
ClientIatter Totals:
183 / $459.00
CllentJtter: 1998.2668. PARTIAL DIVESTURE OF PHOENIX FIELD
Copy Sep. 18. 200 15:35:14 24. PEACH, RACHAEl Canno
CllentIalter Totls:
CllentIattr: 3100.274. COLLECTION ON OPEN ACCOUNT
00:0548 0005:48
27/
27
288 86
$6.75 V
$675
Coy Sep. 08, 200 10:49:28 23 - FISHER, DENET Cann
Co Sep. 03, 20013:46:50 19 - NARCISSE, DIANN Canno
0011:27
00:02:28 00:10:14
Copy Sep. 08, 200 18:5:30 30 - BOUDREAux EDWARD Can

Copy Se. 08, 20019:12:19 30 - BOUDREAUX. EDWARD Cannon
2
26
19
Copy Sep. 08. 200 20:32:46 30 - BOUDREAUX, EDWARD Caon Copy Sep. 09, 2009 13:43:21 30 - BOUDREAUX, EDWARD Can Copy Sep. 09. 20 13:58:0 30 - BOUDREAUX, EDWARD Cann
Copy Sep. 09, 20 18:26:04 30 - BOUDREAUX, eDWARD Cannon
0010:32
0026: 12
0003:14
00:15:13
00:01 :41
25
13 14 5
Copy Sep. 09, 20018:38:36 30 - BODREAUX, eDWARD Caon Coy Sep. 09, 200 18:55:05 30 - BOUDREAUX, EDWARD Cano
Coy Sep. 09,200 21 :53:32 30 - BOUDREAux EDWARD Xero Cop Sep. 14,200917:19:37 30- BOUDREAUX, EDWARD Canon
Copy Sep. 14.200 2214:45 30 - BODREAUX. EDWARD Ca
Copy Sep. 18, 20 13:58:22 19 - NARCISSE, DJANN Cano
Copy Sep. 15,2015:29:14 30 - BOUDREAUX, EDWARD Xerox Coy Sep. 16, 20 17:01 :39 30 - BOUDREUX, EDWARD Xerox
00:10:14 00:22:17 00:17:38 00:10:11 00:13:09 00:16:11 00:14:13

0001 :2
68 54 2 5
102
31
$72.00 V $21.50 V $0.50 V $6.50 V $4.75 V $6.25 V $3.25 V $3.50 V $1.25 V $17.00 V $13.50 V
SO.50 V
$1.25 V $25.50 V $7.75 V
Coy Sep. 18.2016:23:17 19. NACISSE, DIANN Cano

Clientler TotlS:
ClientIater 5401.2900. BLM LEASES.BARKSDALE AFB TITL OPINION
0015:59
03:22:22
4 / $1.00 V 125 $31.25 V
86
12 /
12
$217.25
Coy Se. 29, 200 10:59:01 17 - GUIDRY SEElN, JOi Xerox

Cllentlatter Totals:
00:00:49 00:00:49
$3.00 V $3.00
ClientIatter: 5633.289. V. STANDARD MORTGAGE CORPORATION: MUL TIP
Cop Sep. 16. 20 16:31 :21 7 - JARROTT. COEN Caon ClientJtter Totls:
CllentIater 5740.2021. NIEV MORTGAGE
00:01 :48
0001 :48
2 2
SO.50 V
$0
Co Sep. 28, 2015:10:59 29- BROWN. JOANIE Xerox Co Sep. 29, 20011:54:50 33 - DOY, KATHLEN Xerox Copy Sep. 29, 2011:58:03 33- DOY. KATHLEEN Xerox
Clientlattr Totals:
00:13:49
00:01 :48
35 47
00:10:33 00:26:10
11/
3
SO.2 V $8.75 V $2.75 V $11.75
Cllenatter: 6476.25. FORBEARACE AGREEMEN Copy Sap. 04, 200 11 :001 8 . HYMEl SUSAN Canon
Copy Sap. 09. 20011:537 021 - WOLF, LYNN Xerox Coy Se. 14, 20 10:14:37 12 - CAST, DIANE Xerox
0001 :08
SO.75 V
00:25:34
Cllentatt Totals:
0012:10 00:3852
:1
12
$3.00 V $11.50 V $15.25
Clientatter 641.268. PAST DUE INVOICE DISPUTE
Copy Sep. 04, 200915:3801 23 - RSHER, DENET Can

Copy Sep. 10, 200916:33:32 29 - BROW. JOANIE Xerox
Clientattr Totls:
ClientJatter 641.2711 - NEGOTIATION
0001 :56
00:15:28 00:17:24
122 /
$3.50 V $72.50 V $103.00
In re: )
STATE OF DELAWARE )
) ss:

Chapter 11
PACIFIC ENERGY RESOURCES LTD., et al., 1 )
Debtors. )
Case No. 09-10785 (KJC) (Jointly Administered)
AFFIDAVIT OF SERVICE
COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says
that she is employed by the law firm of
Pachulski Stang Ziehl & Jones LLP, attorneys for the
Debtors in the above-captioned action, and that on the 30th day of
November, 2009 she caused a
copy of
the following document(s) to be served upon the parties on the attached service lists in
the manner indicated:
Notice and Fee Application of Schully, Roberts, Slattery & Marino PLC as Special Oil and Gas and Transactional Counsel for the Debtors for the
Period September 1-30,2009
Sworn to and Subscribed before

me this ~..o rh day of
November 2009
Q ;;r;____ir~~ ()1~
Notar.y Public
DOC$_DE: I 4743
Commission Exp.: mev/J iS, ;;o t I

1.1
i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of
the Debtors is 111 W.
Ocean Boulevard, Suite i 240, Long Beach, CA 90802.
Pacific Energy Resources Ltd. Fee App Service List

Case No. 09-10785
Document No. 147432
03 - Hand Delivery 06 - First Class Mail
Hand Delivery (Counsel to Offcial Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
01 - Interoffice Pouch
1313 Market Street Wilmington, DE 19899
(Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
First Class Mail (Debtors)

Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources
111 We. Ocean Boulevard, Ste 1240
Long Beach, CA 90802
Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch,Bsquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor
First Class Mail (Debtors)

Mr. Scott W. Winn Senior Managing Director Zolfo Cooper
1166 New
Sixth Avenue, 24th Floor
York, NY 10026
Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King ~treet, Suite 2207
Lokbox 35
(via 'First Class Mail) (T/ie, Fee Auditor)

Wan-en H. Smith
Warren H. Smith & Associates, P.C.

Rep-~blic Center
3l5N. St. Paul, Ste 1250

D'aUas, Texas 75201
r:
"
yYilmington, DE 19801
; . "
Hand Delivery (Copy Service)

Parcels, Inc.
..;.1:
Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801
n -,"('"
: :, ,
\ T l'
.'l" .
'.;.)..
':..C'
-',;-i,
')~"\
First Class Mail

(Counsel to Official Committee of
Unsecured
Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103
First Class Mail

'( counsel to Official Committee of Unsecured Creditors)
Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
First Class Mail

(counsel to Offcial Committee of
Unsecured Creditors)
Robbin Itkin, Esquire

Katherine Piper, 'Esquire
Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue ofthe Stars, 28th Floor Los Angeles, CA 90067
68773-00 I \DOCS _DE: i 47432, I

10000015923

Enviado por

Dados do documento

Descrição original:

Direitos autorais

Formatos disponíveis

Compartilhar este documento

Compartilhar ou incorporar documento

Opções de compartilhamento

Você considera este documento útil?

Este conteúdo é inapropriado?

Direitos autorais:

Formatos disponíveis

10000015923

Enviado por

Direitos autorais:

Formatos disponíveis

~/

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

PACIFIC ENERGY RESOURCES LTD., et al., 2 )

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

Deadline for Objections: December 21, 2009 at 4:00 p.m.

SEVENTH VERIFIED MONTHLY APPLICATION FOR COMPENSATION AN REIMUREMENT OF EXPENSES OF

the Debtors' federal tax identification number,

021 2810a 2795 septemberfees.doc

Retention of Schullv. Roberts, Slattery & Marino PLC

Summary of Services Rendered

maintenance, determination of cure amounts, instrctions as to how to handle upcoming

021 28 i Oa 2795 septemberfees.doc

Debtor's oil and gas business, and in the review of

plans for abandonment of oil and

Summary of Services bv Project

D. Claims Administration and Objections

corresponded and conferred regarding claim/cure issues.

Fees: $112.50 Hours: 0.3

in connection with this matter during the Interim Fee Period.

021 281 Oa 2795 septemberfees.doc

in compliance with the requirements of Local Rule 2016-2.

through September 30, 2009.

the allowed expenses) for a total payment of$81,618.89.

02 i 281 Oa 2795 septemberfees.doc

COMPENSA TION BY CATEGORY

Asset Disposition Bankruptcv Litiiiation

Compensation of Professionals Business Operations

Expense Category (Examples)

Service Provider (if applicable)

Long Distance Telephone

PRIOR APPLICA nONS FILED

021 28 i Oa 2795 septemberfees.doc

the lawyrs and parprofessional of SRSM

IN THE UNITED STATES BANKRUPTCY COURT

PACIFIC ENERGY RESOURCES LTD., et al., i) Case No. 09-10785(KJC)

NOTICE OF FILING OF FEE APPLICATION

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Time) on December 21, 2009 (the "Objection Deadline").

Objections or other responses to the Application, if any, must also be served so

the United States Trustee, 1. Caleb Boggs

(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los

PLEASE TAKE FURTHER NOTICE that if any responses or objections to the

wil be considered by the Bankptcy Court at such hearing.

the Bankruptcy Court.

Dated: November 30, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

. Kharasch (CA Bar No.1 09084)

Robert M. Saunders (CA Bar No. 226172)

smcfarland(fpszi law. com

Counsel for Debtors and Debtors in Possession.

SCHULL Y, ROBERTS, SLATTERY & MARINO

1100 POYDRA STREET, SUITE 1800 NEW ORLEANS, LA 70163-1800

Internal Revenue Seiice

Tax 1.. No. 72-1180458

OUR FILE NO: STATEMENT NO:

ATT: Mr. Darren Katic

225.00 337.50 262.50

labor for PSAs and short time frmework for requests;

SCHULLY, ROBERTS, SLATTERY & MARINO

Pacific Energy Resources, Ltd.

10/27/2009 OUR FilE NO: 6476-2795M