UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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

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

Name of Applicant: Authorized to Provide Services:

Warren H. Smith & Associates, P.C.

As Fee Auditor to the Estates

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

April 8, 2009

March 1, 2010 through May 31, 2010

$35,826.251

$553.54

$28,661.00

$14,009.00

$419.10

$21,951.69

Includes voluntary reduction of $82.50 for duplicate entry in March, 2010.

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 1 of P age 13

CUMULATIVE SUMMARY OF INTERIM APPLICATIONS OF WARREN H. SMITH & ASSOCIATES, P.C. FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD MARCH 1, 2010 THROUGH MAY 31, 2010: Month; Filing Date; Docket No. Total Fees Requested Total Expenses Requested Certification of No Objection Filing Date; Docket No. Amount of Fees Paid (80%) Amount of Expenses paid (100%) Amount of % Hold back Fees Sought

March 4/6/2010 1484 $17,428.75 April 5/7/2010 1565 $12,191.00 May 6/4/2010 1631 $6,206.50
Total

$419.10

4/27/2010 1550

$14,009.00

$419.10

$3,419.75

$106.00

5/28/2010 1623

$0.00

$0.00

$12,297.00

$28.44 $553.54

6/24/2010 Pending

$0.00 $14,009.00

$0.00 $419.10

$6,234.94 $21,951.69

$35,826.25

CUM ULATIVE COM PENSATION SUM M ARY BY PROJECT CATEGORY: Project Category Total Hours For The Period 3/1/10 through 5/31/10 179.70 13.00 192.70 Total Hours from the Petition Date Total Fees For The Period 3/1/10 through 5/31/10 Total Fees From The Petition Date

Accounting/Auditing Fee Application Total

795.30 31.00 826.30

$32,683.25 $3,143.00 $35,826.25

$141,572.00 $5,158.00 $146,730.00

CUM ULATIVE EXPENSE SUM M ARY: Expense Category Total Expenses for the Period 12/1/09 through 2/28/10 $53.00 Copying Cost
Long Distance Third Party Copies & Document Mailing $352.06

Total Expense From The Petition Date

$85.40 $0.00 $1,197.04 $0.00 $0.00 $17.00

Travel Expenses Fed-Ex Fax PACER Research W estlaw TOTAL $553.54

$148.48

$195.11 $0.00

$1,494.55

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 2 of P age 13

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

FIFTH INTERIM VERIFIED FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. AS FEE AUDITOR FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Pursuant to 11 U.S.C. '' 330 and 331 and Rule 2016 of the Federal Rules of Bankruptcy Procedure, the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, dated April 8, 2009 (the AAdministrative Order@), and the Order Appointing Fee Auditor and Establishing Related Procedures Concerning the Allowance of Payment of Compensation and Reimbursement of Expenses of Applicants and Consideration of Fee Applications, dated July 13, 2009 (the AFee Auditor Order@), the law firm of Warren H. Smith & Associates, P.C. ("WHS") hereby files this Fifth Interim Verified Fee Application of Warren H. Smith & Associates, P.C. as Fee Auditor for Allowance of Compensation and for Reimbursement of Expenses (the AApplication@). By this Application, WHS seeks that this Honorable Court award it reasonable compensation for professional legal services rendered as fee auditor for the estates of Pacific Energy Resources Ltd., et al. ("Debtors") in the amount of $35,826.25, and the sum of $553.54 as reimbursement of actual necessary costs and expenses, for a total of $36,379.79 for the period commencing March 1, 2010 through May 31, 2010 (the "Interim Period"). In support of its Application, WHS respectfully states as follows:

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 3 of P age 13

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

Chapter 11 of the Bankruptcy Code (the "Code"), 11 U.S.C. '' 101 et. seq., as amended. The Debtors continued in possession of their assets and were authorized to operate and manage their respective businesses pursuant to Bankruptcy Code '' 1107 and 1108. 2. On July 13, 2009, this Court signed the Fee Auditor Order, approving the retention of

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

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

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

These statements contain detailed daily time logs describing the time expended by each attorney and para-professional for the Interim Period. 6. To the best of WHS=s knowledge, this Application complies with sections 330 and

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 4 of P age 13

331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Guidelines adopted by the Office of thee United State Trustee, Local Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended Effective February 1, 2001, and the Administrative Order. 7. During the Interim Period, WHS spent 13 hours of time for $3,143.00 in fees

seeking its own compensation. The professionals of WHS whom have rendered professional services to the Debtors in these cases during the Interim Period are Warren H. Smith, Jennifer Garner, Bobbi Ruhlander and Mark Steirer. The para-professionals of WHS whom have rendered professional services to the Debtors in these cases during the Interim Period are James Wehrmann, Doreen Williams, Alexa L. Parnell, Anthony Lopez, and Melanie White. Disbursements 8. WHS has incurred $553.54 in disbursements for the Interim Period for copies,

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

Exhibit A. These rates are equal to or below WHS's normal hourly rates of compensation for work of this character. Attorneys and para-professionals of WHS have expended a total of 192.70 hours in connection with this matter during the Interim Period. The reasonable value of the services rendered by WHS for the Interim Period in these cases under Chapter 11 is $35,826.25. 10. In accordance with the factors enumerated in 11 U.S.C. ' 330, the amount of fees and

expenses requested by WHS is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under this title. Moreover, WHS has

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 5 of P age 13

reviewed the requirements of Local Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended Effective February 1, 2001, and believes that this application complies with that rule. WHEREFORE, WHS respectfully requests that an allowance be made to it in the amount of $35,826.25 as compensation for necessary professional services rendered, and the sum of $553.54 as reimbursement of actual necessary costs and expenses, for a total of $36,379.79 for the period commencing March 1, 2010 through May 31, 2010, that such sums be authorized for payment, and for such other and further relief as this Court may deem just and proper. Dated: June 9, 2010 WARREN H. SMITH & ASSOCIATES, P.C.

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

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 6 of P age 13

CERTIFICATE OF SERVICE I, Warren H. Smith, caused the preceding report to be served by First Class United States mail on the persons on the service list attached to the original on file, this 9th day of June, 2010. Copies of the service list may be obtained by contacting the undersigned.

Warren H. Smith

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 7 of P age 13

VERIFICATION STATE OF TEXAS COUNTY OF DALLAS ' ' '

SS:

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

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

Associates, P.C. as fee auditor in these cases and am thoroughly familiar with all other work performed by the professionals in the firm. 3. I have reviewed the foregoing Application and the facts set forth therein are true and

correct to the best of my knowledge, information and belief. Moreover, I have reviewed Local Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended Effective February 1, 2001, and submit that the Application substantially complies with such rule.

Warren H. Smith

SWORN TO AND SUBSCRIBED before me, a Notary Public for the State and County aforesaid, on the 9th day of June, 2010.

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 8 of P age 13

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

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

Application of Warren H. Smith & Associates, P.C. for Allowance of Compensation and Reimbursement of Expenses (the "Application") dated June 9, 2010, the Court having been satisfied that the interim compensation and reimbursement requested therein is reasonable and justified given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services and (e) the costs of comparable services in cases other than cases under Title 11, and after notice and a hearing; IT IS HEREBY ORDERED that the Application is approved and that the Debtors, or their successors in interest, are authorized and directed to pay to Warren H. Smith & Associates, P.C. the sum of $35,826.25 as compensation for necessary professional services rendered, and the sum of $553.54 as reimbursement of actual necessary costs and expenses, for a total of $36,379.79 for the period commencing March 1, 2010 through May 31, 2010.

United States Bankruptcy Judge

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 9 of P age 13

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

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

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 10 of P age 13

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

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 11 of P age 13

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

Name of Professional Warren H. Smith

Total Compensation

$295

2.70

$796.50

Mark Steirer Jennifer Garner Alexa Parnell Doreen T. Williams James Wehrmann Melanie White

$270 $180
$172.50

61.00 9.50 56.40 3.20 10.10 28.90

$16,470.00 $1,710.00 $9,729.00 $528.00 $1,540.25 $4,046.00

$165
$152.50

$140

Melanie White

$45

0.30

$13.50

Anthony Lopez Bobbi Ruhlander

$45 $265

20.30 0.30

$913.50 $79.50

Total Total Hours 192.70 Total Fees $35,826.25

192.70

$35,826.25

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 12 of P age 13

Exhibit B

(see attached)

F IF T H IN T E R IM F E E A PP L IC A T IO N O F W A R R E N H . SM IT H & A SSO C IA T E S, P .C . - P age 13 of P age 13

Warren H. Smith & Associates, P.C.

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

Invoice submitted to: Pacific Energy

June 09, 2010

Invoice #10527

Professional Services Hours 3/1/2010 ALP Drafted final revisions to Schully Robert's initial report regarding the 2nd interim period (6-8.09) (.8) 0.80 Amount 138.00

MWS review Zolfo expense detail for second interim period

1.10

297.00

MWS finish drafting final report regarding fee application of Schully Roberts

2.80

756.00

AL

Update database with Schully's 2Q FR

0.10

4.50

AL

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

0.10

4.50

3/2/2010 WHS detailed review of, and revisions to, FR Schully 2nd interim 6-8.09

0.20

59.00

MWS review Zolfo expense detail (1.5); draft final report regarding Zolfo Cooper (2.2)

3.70

999.00

AL

Preliminary Draft of WHSA's Monthly Invoice

0.40

18.00

AL

Electronic filing with court of Loeb's 2Q FR

0.40

18.00

214 698-3868

Pacific Energy

Page

Hours 3/2/2010 AL Electronic filing with court of Schully's 2Q FR 0.30

Amount 13.50

WHS detailed review of, and revisions to, Loeb 2nd interim 6-8.09

0.30

88.50

MWS revise final report regarding Loeb & Loeb for second interim period in view of comments of Warren H. Smith ALP Reviewed Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.7) Electronic filing with court of Pachulski's 2Q FR

0.70

189.00

3.70

638.25

3/3/2010 AL

0.40

18.00

MWS finish drafting final report regarding fee application of Zolfo for second interim period ALP Drafted final revisions to Omnibus Final Report for those with no objections regarding the 2nd interim period (6-8.09) (1.4); telephone conference with Warren Smith regarding same (.1) Drafted final report to Rutan regarding the 2nd interim period (6-8.09) (2.2)

1.30

351.00

1.50

258.75

ALP

2.20

379.50

AL

Electronic filing with court of Rutan's 2Q FR

0.40

18.00

AL

Update database with Rutan's 2Q FR

0.10

4.50

AL

Electronic filing with court of Omnibus' Revised 2Q FR

0.40

18.00

AL

Update database with Omnibus Revised 2Q FR

0.10

4.50

AL

Update database with Omnibus' 2Q FR

0.10

4.50

Pacific Energy

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Hours 3/3/2010 MW detailed review of fees and expenses in preparation for drafting monthly fee application of Warren H. Smith & Associates for Feb 2010 (.9); review draft of monthly fee application and revise same (.2); send same to J. Wehrmann for review (.1); make final revisions re same (.3). 1.50

Amount 210.00

WHS detailed review of, and revisions to, FR Pachulski 2nd interim 6-8.09

0.30

88.50

WHS detailed review of FR re Application With No Objections 2Q 6-8.09

0.20

59.00

WHS detailed review of FR Rutan 2nd interim 6-8.09

0.20

59.00

3/4/2010 ALP

Drafted final revisions to final report re Zolfo Cooper for the 2nd interim period (6-8.09) (.7)

0.70

120.75

JAW Proofread W.H. Smith February 2010 fee detail and notice (0.3); e-mail to M. White re: any revisions to same (0.1) MWS forward response exhibits to Alexa L. Parnell (0.2); revise final report regarding compensation report of Zolfo Cooper for second interim period in view of comments of Warren H. Smith (1.4) WHS detailed review of, and revisions to, FR Zolfo 2nd interim 6-8.09

0.40

61.00

1.60

432.00

0.30

88.50

ALP

Drafted and responded to e-mails with James O'Neill (Pachulski) regarding fee hearing for 2nd interim period (6-8.09) (.1) Electronic filing with court of Zolfo's 2Q FR

0.10

17.25

AL

0.30

13.50

AL

Update database with Zolfo's 2Q FR

0.10

4.50

3/5/2010 ALP

Reviewed Lazard's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (4.4) E-filing of WHSA's February Fee Application

4.40

759.00

3/8/2010 AL

0.50

22.50

Pacific Energy

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Hours 3/8/2010 ALP Reviewed Rutan & Tucker's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.1) Reviewed Steptoe & Johnson's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (4.6) Drafted status report regarding 3rd interim period (9-11.09) (.5) 3.10

Amount 534.75

ALP

4.60

793.50

ALP

0.50

86.25

3/10/2010 MWS prepare for call with Zolfo Cooper regarding final report for second interim period (0.6); conference call with Mark Cervi and Beth Kardos of Zolfo Cooper (0.3); email Alexa L. Parnell to summarize discussions with Zolfo and issues raised (0.3). 3/12/2010 ALP Continued reviewing Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.9) Continued reviewing Lazard's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (4.1) Reviewed Lazard's final fee application regarding the final period (3.09-12.09) (4.9)

1.20

324.00

3.90

672.75

ALP

4.10

707.25

3/13/2010 ALP

4.90

845.25

3/16/2010 DTW Telephone call with A. Parnell re plan and research re same (.2).

0.20

33.00

3/18/2010 AL

Research PACER for Objections

0.40

18.00

ALP

Drafted e-mail to Scotta McFarland and James O'Neill (Pachulski) regarding Order and prep for fee hearing on 3/24/10 (.1) Drafted and responded to e-mails with James O'Neill (Pachulski) regarding objections to final reports concerning fee hearing on 3/24/10 (.1) Update database with Pachulski's 4Q Fee Application (Hard Copy) (.1); Update database with Pepper's September Fee Detail (.1) Prepare Hearing Binder for 3/24/10 hearing.

0.10

17.25

3/19/2010 ALP

0.10

17.25

AL

0.20

9.00

3/23/2010 AL

1.30

58.50

3/24/2010 MW

Conduct research on PACER for objections filed in response to our final reports (.9); confer with A. Parnell re same (.1)

1.00

140.00

Pacific Energy

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Hours 3/24/2010 MWS emails with Warren H. Smith and Alexa L. Parnell regarding review of Schully Roberts fee application for third interim period 3/25/2010 AL Update database with Steptoe's February Fee Application (Electronic Copy) 0.10

Amount 27.00

0.10

4.50

MWS meet with Alexa L. Parnell regarding initial reports for third interim period.

0.10

27.00

3/26/2010 MWS review of fee detail for Zolfo Cooper for third interim period

2.90

783.00

MW

Begin detailed review of Pachulski's September fees and expenses (3.0); Begin detailed review of Pachulski's October fees and expenses (3.8). Update database with Steptoe's February Fee Application (Hard Copy)

6.80

952.00

AL

0.10

4.50

3/27/2010 MW

Begin detailed review of Pachulski's November fees and expenses (3.5).

3.50

490.00

3/28/2010 MW

Finish detailed review of Pachulski's September - November fee applications (3.5). Draft summary re Pachulski's September expenses (1.0); work with A. Lopez to draft spreadsheets re expenses to accompany initial report (.1); draft summary re Pachulski's October fees and expenses (2.3); draft summary re Pachulski's November fee application (1.5); revise same with spreadsheets from A. Lopez (.3); send same to A. Parnell for drafting initial report (.1). Draft detailed spreadsheet for M. White re Pachulski's Expenses for September through November Update database with Pepper's February Fee Application (Hard Copy)

3.50

490.00

3/29/2010 MW

5.30

742.00

AL

3.00

135.00

AL

0.10

4.50

MWS telephone conference with Alexa L. Parnell and emails with Alexa L. Parnell regarding Loeb & Loeb's application for third interim period (0.2); review fee and expense detail for fee application of Schully Roberts for third interim period (0.6); review fee application of Rutan Tucker for third interim period (1.6).

2.40

648.00

Pacific Energy

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Hours 3/30/2010 AL Update database with Loeb's 3Q Fee Detail 0.10

Amount 4.50

MWS receive and review final version of Rutan initial report (0.1); review reports regarding Loeb & Loeb for prior periods (0.4); review fee application of Loeb & Loeb (0.5); review fee and expense detail for Loeb & Loeb (0.5); review fee application of Rutan Tucker for third interim period (1.0); draft Rutan initial report (2.8); email initial report to Alexa L. Parnell (0.1). 3/31/2010 AL Update database with Rutan's February Fee Application (Electronic Copy)

5.40

1,458.00

0.10

4.50

AL

receive, review, and finalize Rutan's 3Q IR

0.30

13.50

ALP

Drafted and responded to e-mails with James O'Neill (Pachulski) regarding setting fee hearing for the 3rd interim period (9-11.09) (.1) Drafted final revisions to initial report to Rutan regarding the 3rd interim period (9-11.09) (1.1)

0.10

17.25

ALP

1.10

189.75

DTW Review and revise Rutan's initial report (.1).

0.10

16.50

MWS emails with Alexa L. Parnell regarding Loeb & Loeb's fee application for third interim period (0.3); review Steptoe & Johnson's fee application for third interim period (0.6); review Steptoe's final reports for first and second interim periods (0.3); review fee application of Schully Roberts for third interim period (2.3). 4/1/2010 MWS Email from Alexa L. Parnell attaching electronic files for fees and expenses of Lazard for third interim period (0.2); review same (0.9); review final fee application of Lazard (0.3); draft initial report regarding same (1.3). MWS Review fee and expense detail for Schully Roberts for third interim period.

3.50

945.00

2.70

729.00

1.00

270.00

4/2/2010 MW

Draft monthly application of Warren H. Smith & Associates for March 2010 (.8); review fee and expense detail re same (.5); send same to J. Wehrmann for review (.1).

1.40

196.00

Pacific Energy

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Hours 4/2/2010 MWS Review fee application of Schully Roberts for third interim period, including fee and expense detail for October and November (2.0); draft initial report regarding same (1.7). AL update database with Rutan's February Fee Application (Hard Copy) (.1); update database with Pachulski's February Fee Application (.1) Electronic filing with court of monthly application for compensation of WHS&A for March 2010 (.2); send same for service (.1). 3.70

Amount 999.00

0.20

9.00

4/3/2010 MW

0.30

13.50

4/5/2010 JAW Proofread W.H. Smith's March 2010 fee notice and detail (0.20); draft e-mail to M. White regarding any necessary revisions (0.10) MW Detailed review of fee detail and expenses of WHS&A for December February in preparation for drafting interim application (1.0); draft 4th interim application (2.3); review previous correspondence between Gerry Tywoniuk, Warren Smith and M. White to ensure all revised versions were reflected in interim application (.4); send to J. Wehrmann for review (.1); revise necessary changes (.2); electronically file with Court (.3) and send same for service on parties (.2).

0.30

45.75

4.50

630.00

4/6/2010 MWS review fee application of Steptoe and Johnson for third interim period (0.9); draft initial report regarding same (0.5). AL Draft CNO re WHS&A's amended monthly fee application (.3); e-file with Court same (.3). Update database with Pepper's February fee application (electronic version).

1.40

378.00

0.60

27.00

AL

0.10

4.50

4/7/2010 ALP

Drafted final revisions to Steptoe's initial report regarding the 3rd interim period (9-11.09) (.6)

0.60

103.50

BSR Receive and review draft initial report re Steptoe & Johnson (.2); telephone conference with Alexa Parnell re same (.1) JAW Proofread W.H. Smith's Fourth Interim Fee Application (12-01-09 to 02-28-10) (0.30); e-mail to M. White regarding any necessary revisions to same (0.10). MWS Finish drafting initial report regarding fee application of Steptoe and Johnson for third interim period (1.0); forward draft to Alexa L. Parnell (0.1).

0.30

79.50

0.40

61.00

1.10

297.00

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Hours 4/7/2010 AL Receive, review and finalize IR of Steptoe's 3rd interim IR (.3). 0.30

Amount 13.50

4/8/2010 AL

Update database with Zolfo Cooper's December hard copy fee application (.1).

0.10

4.50

4/12/2010 MWS Emails with Alexa L. Parnell regarding status of initial reports for third interim period. 4/13/2010 AL Update database with Zolfo's January hard copy fee application.

0.10

27.00

0.10

4.50

MWS Emails with Alexa L. Parnell regarding initial reports for third interim period.

0.20

54.00

4/14/2010 MWS Review fee and expense detail for Zolfo Cooper for third interim period (2.2); draft initial report regarding compensation report of Zolfo Cooper for third interim period (1.2). DTW Review and revise third interim IR for Pepper Hamilton (.1).

3.40

918.00

0.10

16.50

AL

Receive, review and finalize IR of Pepper Hamilton for the 3rd interim. (.3).

0.30

13.50

ALP

Continued reviewing Pepper Hamilton's monthly and interim fee applications (.6); drafted initial report to Pepper Hamilton regarding 3rd interim period (9-11.09) (1.7)

2.30

396.75

4/16/2010 MWS detailed review of final reports and orders allowing Lazard's fees for prior interim periods (1.4); draft "prior period" paragraphs (0.5); draft initial report regarding third interim and final fee application of Lazard (1.8). MWS Receive and review response of Steptoe to initial report for 3rd interim period.

3.70

999.00

0.20

54.00

ALP

Brief review of Steptoe & Johnson's response to initial report regarding the 3rd interim period (9-11.09) (.3) Update database with Steptoe's 3Q IR Response.

0.30

51.75

AL

0.10

4.50

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Hours 4/18/2010 ALP Continued reviewing Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.4) 2.40

Amount 414.00

4/19/2010 MWS Review fee and expense detail of Schully Roberts Slattery & Marino for third interim period (1.2); draft initial report regarding fee application of Schully Roberts Slattery & Marino for third interim period (3.1); forward draft of initial report to Alexa L. Parnell (0.1). AL Receive, review and finalize IR for Pachulski's 3Q (.3); IR for Lazard's 3Q (.3)

4.40

1,188.00

0.60

27.00

MWS finish drafting initial report regarding third interim and final fee application of Lazard (1.6); forward same to Alexa L. Parnell (0.1); review final version of initial report as served on Bradley Dunn at Lazard (0.1). DTW Review and revise Pachulski and Lazard 3rd interim initial reports and telephone call with A. Parnell re Pachulski (.4). ALP Drafted final revisions to initial report to Lazard regarding the 3rd interim period (9-11.09) (.4) Drafted initial report to Pachulski regarding the 3rd interim period (9-11.09) (4.3); drafted e-mail to Scotta McFarland (Pachulski) regarding same (.1)

1.80

486.00

0.40

66.00

0.40

69.00

ALP

4.40

759.00

4/20/2010 DTW Review and revise 3rd initial report for Schully (.1);

0.10

16.50

MWS Receive and review final version of initial report as served on Anthony Marino and Lynn Wolf at Schully Roberts Slattery & Marino (0.1); receive and response from Ms. Wolf (0.2). MWS draft initial report regarding fee application of Zolfo Cooper for third interim period. ALP Drafted final revisions to initial report to Zolfo Cooper regarding the 3rd interim period (9-11.09) (.4); drafted and responded to e-mails with Scott Winn (Zolfo) regarding same (.1) Brief review of Schully Roberts' response to initial report regarding the 3rd interim period (9-11.09) (.4)

0.30

81.00

3.10

837.00

0.50

86.25

ALP

0.40

69.00

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Hours 4/20/2010 ALP Drafted final revisions to initial report to Schully Roberts regarding the 3rd interim period (9-11.09) (.5); drafted and responded to several e-mails with Lynn Wolf (Schully) regarding same (.2) 0.70

Amount 120.75

MWS Receive and review final version of initial report as served on Cervi and Winn at Zolfo Cooper. AL Receive, review and finalize IR for Schully's 3Q (.3); IR for Zolfo's 3Q (.3)

0.10

27.00

0.60

27.00

AL

Update database with Schully's 3Q IR Response

0.10

4.50

JAW detailed review of Pachulski December 2009 fee application (1.60)

1.60

244.00

JAW detailed review of Schully Roberts December 2009 fee application (2.00); draft summary of same (0.10). JAW detailed review of Zolfo Cooper December 2009 fee application (1.20); draft summary of same (0.20) 4/21/2010 AL telephone conference with A. Parnell Re Solomon's first interim fee application

2.10

320.25

1.40

213.50

0.10

4.50

JAW Draft summary of Rutan & Tucker December 2009 fee application (2.20); draft summary of same (0.40) JAW Draft summary of Pachulski December 2009 fee application (1.00)

2.60

396.50

1.00

152.50

4/22/2010 AL

Update database with Rutan & Tucker's electronic 4th interim fee application and e-detail (.2) Update database with Schully's 4Q Fee Application (Hard Copy) (.1); Rutan's 4Q Fee Application (Hard Copy) (.1) Reviewed Pepper Hamilton's response to initial report concerning 3rd interim period (9-11.09) (.3) Update database with Steptoe's March Fee Detail (Electronic) (.1); same re hard copy of application (.2); Rutan's March Fee Application (Electronic) (.1), Pepper's March hard copy fee detail (.2); Pepper's 3Q IR response (.1)

0.20

9.00

4/23/2010 AL

0.20

9.00

4/26/2010 ALP

0.30

51.75

AL

0.70

31.50

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Hours 4/27/2010 AL Draft CNO for WHSA's March Fee Application 0.50

Amount 22.50

AL

Update database with Pachulski's March Fee Application (hard copy) (.1); Rutan's March Fee Application (hard copy) (.2); Pachulski's 4th Interim Fee Application (hard copy) (.1) Zolfo's February Fee Application (hard copy)(.2) Update database with Pepper Hamilton's March Fee Detail (Electronic)

0.60

27.00

4/28/2010 AL

0.10

4.50

4/30/2010 ALP

Telephone conference with Mark Cervi (Zolfo Cooper) regarding extension of time to respond to initial report regarding 3rd interim period (9-11.09) (.1) Update database with Loeb's December through February Fee Application (hard copy) Draft Application for Compensation of WHSA for April 2010 (.8); preliminary review of same (.2); send invoice to J. Wehrmann for final review (.1); revise per J. Wehrmann's comments (.2); update database with docket numbers, fees and expense amounts (.1).

0.10

17.25

AL

0.20

9.00

5/4/2010 MW

1.40

196.00

5/6/2010 MWS Receive and review Zolfo Cooper's response to initial report for third interim period. JAW proofread W.H. Smith's April 2010 fee notice and detail (0.2); e-mail to M. White re: any revisions needed to same (0.1) AL Update database with Zolfo's 3Q IR Response (.1); Zolfo's December Summary (.2) Electronic filing with the court of WHSA's April Fee Application

0.30

81.00

0.30

45.75

0.30

13.50

5/7/2010 AL

0.40

18.00

5/10/2010 ALP

Briefly reviewed Pachulski's response to initial report concerning 3rd interim period (9-11.09) (.4) Update database with Pachulski's 3Q IR Response

0.40

69.00

AL

0.10

4.50

5/11/2010 ALP

Brief review of Lazard's response to initial report regarding the 3rd interim period (9-11.09) (.3)

0.30

51.75

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Hours 5/11/2010 MWS draft final report regarding fee application of Lazard for third interim period (1.2); draft final report regarding fee application of Rutan & Tucker (0.4); review file and prior analysis regarding Loeb application (0.2); draft final report regarding fee application of Schully Roberts Slattery & Marino for third interim period (1.1); work on status summary for final reports for third interim period (0.9); draft final report regarding fee application of Steptoe for third interim period (0.8); draft final report regarding compensation report of Zolfo Cooper for third interim period (0.8). AL Update database with Schully's March Fee Application (Hard Copy) (.2); Lazard's 3Q IR Response (.1) Drafted omnibus final report for those with no objections regarding the 3rd interim period (9-11.09) (.7) Draft email to A. Parnell re Pachulski's IR response 5.40

Amount 1,458.00

0.30

13.50

5/12/2010 ALP

0.70

120.75

5/13/2010 AL

0.10

4.50

AL

Update database with Schully's March Fee Application (hard copy)

0.20

9.00

5/14/2010 ALP

Drafted final revisions to Steptoe & Johnson's final report regarding the 3rd interim period (9-11.09) (.7) Update database with Steptoe's 3Q FR

0.70

120.75

AL

0.10

4.50

MWS Draft final report regarding fee application of Steptoe & Johnson for third interim period. WHS detailed review of FR Steptoe 3rd interim 9-11.09.

1.00

270.00

0.20

59.00

AL

Electronic filing with the court of Steptoe & Johnson's 3Q FR

0.40

18.00

5/19/2010 ALP

Drafted and responded to several e-mails with Matt Grimshaw (Rutan) regarding Rutan's response to initial report concerning 3rd interim period (9-11.09) (.2) Update database with Rutan's non pdf 3Q IR Response

0.20

34.50

AL

0.10

4.50

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Hours 5/19/2010 MWS telephone conference with Alexa L. Parnell regarding completion of final reports (0.2); meet with Alexa L. Parnell regarding same (0.1). 5/20/2010 JPG Draft initial report of third interim fee application of Rutan Tucker. 0.30

Amount 81.00

0.80

144.00

5/22/2010 JPG

Draft final report of third interim fee application of Zolfo Cooper.

2.90

522.00

5/24/2010 ALP

Drafted final revisions to Rutan's final report regarding 3rd interim period (9-11.09) (1.3). Drafted final revisions to Zolfo Cooper's final report regarding 3rd interim period (9-11.09) (1.5). Draft final report of third interim fee application of Pachulski Stang.

1.30

224.25

ALP

1.50

258.75

JPG

1.10

198.00

JPG

Draft final report of third interim fee application of Pepper Hamilton.

0.30

54.00

AL

Electronic filing with the court of Rutan's 3Q FR

0.40

18.00

AL

Update database with Rutan's 3Q FR

0.10

4.50

WHS detailed review of FR Rutan Tucker 3rd interim 9-11.09

0.20

59.00

5/25/2010 ALP

Drafted final revisions to Pepper Hamilton's final report regarding 3rd interim period (9-11.09) (.7). Continue Draft final report of third interim fee application of Pachulski Stang.

0.70

120.75

JPG

4.00

720.00

JPG

Draft final report of third interim fee application of Zolfo Cooper.

0.40

72.00

AL

Electronic filing with the court of Hamilton's 3Q FR

0.40

18.00

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Hours 5/25/2010 AL Update database with Zolfo's 3Q FR (.1); Hamilton's 3Q FR (.1); Hamilton's April electronic detail (.1); Steptoe's April electronic detail (.1) 0.40

Amount 18.00

WHS detailed review of FR Pepper Hamilton 3rd interim 9-11.09

0.20

59.00

5/26/2010 WHS detailed review of, and revisions to, FR Zolfo 3rd interim 9-11.09

0.30

88.50

ALP

Continued drafting final revisions to Zolfo Cooper's final report regarding 3rd interim period (9-11.09) (.5). Update database with Rutan's April fee application (electronic version) (.1); Steptoe's April fee application (hard copy) (.2) Electronic filing with the court of Zolfo's 3Q FR

0.50

86.25

AL

0.30

13.50

AL

0.40

18.00

5/27/2010 AL

Update database with Pepper's April fee application (hard copy) (.2)

0.20

9.00

ALP

Drafted final revisions to Pachulski's final report regarding 3rd interim period (9-11.09) (1.2).

1.20

207.00

DTW Review and revise Pachulski 3rd interim final report (1.9); detailed email to J. Garner re same (.3); several telephone calls to A. Parnell re same (.1). 5/28/2010 WHS detailed review of, and revisions to, FR Pachulski Stang 3rd interim 9 -11.09

2.30

379.50

0.30

88.50

AL

Update database with Pachulski 3Q FR (.1); Pachulski's Amended 3Q FR (.1) Continued drafting final revisions to Pachulski's final report regarding 3rd interim period (9-11.09) (.6). Prepare and electronic filing with the court of WHSA's April CNO

0.20

9.00

ALP

0.60

103.50

AL

0.40

18.00

AL

Electronic filing with the court of Pachulski's 3Q FR (.4)

0.40

18.00

For professional services rendered

192.70 $35,826.25

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Additional Charges : Amount 3/31/2010 Third party copies & document prep/setup. 250.60

Copying cost

39.30

PACER Charges

129.20

4/30/2010 Copying cost

5.80

PACER Charges

6.64

Third party copies & document prep/setup.

93.56

5/31/2010 Third party copies & document prep/setup.

7.90

Copying cost

7.90

PACER Charges

12.64

Total additional charges

$553.54

Total amount of this bill

$36,379.79

Timekeeper Summary Name Alexa L. Parnell Anthony Lopez Bobbi S. Ruhlander Doreen Williams James A. Wehrmann Jennifer Garner

Hours 56.40 20.30 0.30 3.20 10.10 9.50

Rate 172.50 45.00 265.00 165.00 152.50 180.00

Amount $9,729.00 $913.50 $79.50 $528.00 $1,540.25 $1,710.00

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Name Mark W Steirer Melanie White Melanie White Warren H Smith

Hours 61.00 28.90 0.30 2.70

Rate 270.00 140.00 45.00 295.00

Amount $16,470.00 $4,046.00 $13.50 $796.50