IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al.,1 Debtors.

) ) ) ) )

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Objection Deadline: February 16, 2010 Hearing Date: Only If Objections Are Timely Filed

TENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF STEPTOE & JOHNSON LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM DECEMBER 1, 2009 THROUGH DECEMBER 31, 2009 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: X monthly Steptoe & Johnson LLP Counsel to the Official Committee of Unsecured Creditors May 1, 2009 nunc pro tunc March 19, 2009 December 1, 2009 through December 31, 20092 $33,947.75 $1,006.38 interim final application.

The total time expended for preparation of this fee application will be reflected in subsequent fee applications.
1

The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp.; Pacific Energy Alaska Operating LLC; San Pedro Bay Pipeline Company; Carneros Energy, Inc.; and Gotland Oil, Inc. 2 The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.

Doc. # CC-219821 v.2

PRIOR APPLICATIONS FILED Period Covered March 19, 2009 March 31, 2009 April 1, 2009 April 30, 2009 May 1, 2009 May 31, 2009 June 1, 2009 June 30, 2009 July 1, 2009 July 31, 2009 August 1, 2009 August 31, 2009 September 1, 2009 September 30, 2009 October 1, 2009 October 31, 2009 November 1, 2009 November 30, 2009 Requested Fees $131,319.25 $138,521.00 $127,192.50 $109,267.75 $132,040.50 $24,049.50 $13,411.00 $7,680.00 $8,249.50 Requested Expenses $1,494.05 $8,223.08 $4,188.98 $5,820.06 $8,470.56 $1,131.37 $578.27 $30.60 $113.00 Approved Fees $131,319.25 $138,521.00 $127,192.50 Approved Expenses $41.00 $747.85 $2,140.39

Doc. # CC-219821 v.2

S&J PROFESSIONALS Name of Professional Individual Robbin L. Itkin Pat Derdenger Position with the Applicant, Year of Obtaining License to Practice, Area of Expertise Restructuring Partner, Member of CA Bar since 1984 Tax Partner, Member of AZ Bar since 1979; Member of CA Bar since 1974 Restructuring Partner, Member of DC Bar since 1979; Member of NY Bar since 1991 Tax Partner, Member of DC Bar since 2001; Member of SC Bar since 1999 Litigation Special Counsel, Member of DC Bar since 2004; Member of NC Bar since 2001; Member of VA Bar since 2000 Restructuring Associate, Member of CA Bar since 2002 Litigation Associate, Member of DC Bar since 2009; Member of NC since 2006 Paralegal 2003 Project Assistant 2008 Grand Total: Total Hours: Blended Rate: Hourly Billing Rate $740.00 $730.00 Total Hours Billed 0.40 1.50 Total Compensation $296.00 $1,095.00

Filiberto Agusti

$650.00

2.30

$1,495.00

Aaron Nocjar

$585.00

2.25

$1,316.25

Joshua R. Taylor

$480.00

23.00

$11,040.00

Katherine C. Piper Saad Gul

$480.00 $375.00

28.10 10.20

$13,488.00 $3,825.00

Kimberly Hollingsworth Lisa Choi

$205.00 $115.00

6.40 0.70

$1,312.00 $80.50

$33,947.75 74.85 $484.44

Doc. # CC-219821 v.2

COMPENSATION BY CATEGORY Task Codes Asset Analysis and Recovery Asset Disposition Fee/Employment Applications Fee/Employment Objections Hearings Travel Tax Matters Committee Correspondence Committee Meetings TOTAL EXPENSE SUMMARY Expense Categories Legal Research/On-line Information Retrieval Reproduction/Scan Copy Travel Expenses TOTAL Service Provider3 (if applicable) Lexis/Nexis and Westlaw Total Expenses $726.67 $95.60 $184.11 $1,006.38 Total Hours 6.20 40.90 5.30 0.90 11.50 1.80 3.75 2.20 2.30 74.85 Total Fees $3,148.00 $18,765.00 $1,161.00 $239.50 $5,254.00 $864.00 $2,411.25 $1,056.00 $1,049.00 $33,947.75

S&J may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.

Doc. # CC-219821 v.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al.,1 Debtors.

) ) ) ) )

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Objection Deadline: February 16, 2010 Hearing Date: Only If Objections Are Timely Filed

TENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF STEPTOE & JOHNSON LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM DECEMBER 1, 2009 THROUGH DECEMBER 31, 2009 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the Bankruptcy Code), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the Bankruptcy Rules), and the Courts Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members (Dkt. No. 147), entered on or about April 8, 2009 (the Administrative Order), Steptoe & Johnson LLP (Steptoe), counsel to the Official Committee of Unsecured Creditors (Committee), hereby submits its Tenth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from December 1, 2009 through December 31, 2009 (the Application). By this Application, Steptoe seeks a monthly interim allowance of compensation in the amount of $33,947.75 and actual and necessary expenses in the amount of $1,006.38 for a total allowance of $34,954.13, and payment of $27,158.20 (80% of the allowed fees) and
1

The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp.; Pacific Energy Alaska Operating LLC; San Pedro Bay Pipeline Company; Carneros Energy, Inc.; and Gotland Oil, Inc.

Doc. # CC-219821 v.2

reimbursement of $1,006.38 (100% of the allowed expenses) for a total payment of $28,164.58 for the period December 1, 2009 through December 31, 2009 (the Interim Period). In support of this Application, Steptoe respectfully represents as follows: Background 1. On March 9, 2009 (the Petition Date), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continue to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Committee was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,

authorizing certain professionals (Professionals) to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Steptoe, as counsel to the Committee, was approved

effective as of March 19, 2009, by this Courts Order Authorizing and Approving the Employment of Steptoe & Johnson LLP as Counsel to the Official Committee of Unsecured Creditors of Pacific Energy Resources Ltd., et al., Nunc Pro Tunc to March 19, 2009 (Dkt. No. 261), entered on or about May 1, 2009 (the Retention Order). The Retention Order authorized

Doc. # CC-219821 v.2

Steptoe to be compensated on an hourly basis and to be reimbursed for actual and necessary outof-pocket expenses. STEPTOES APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which Steptoe requests compensation were performed for

or on behalf of the Committee. 6. Steptoe has received no payment and no promises for payment from any

source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Steptoe and any other person other than the partners of Steptoe for the sharing of compensation to be received for services rendered in this case. Steptoe has received payments totaling $606,759.57 from the Debtors estates to date. Fee Statement 7. The fee statements for the Interim Period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Steptoes knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. Steptoe charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. Steptoe has reduced its charges related to any non-working travel time to fifty percent (50%) of Steptoes standard hourly rate. To the extent it is feasible; Steptoe professionals attempt to work during travel. Actual and Necessary Expenses 8. A summary of actual and necessary expenses incurred by Steptoe for the

Interim Period is attached hereto as part of Exhibit A. Steptoe customarily charges $0.10 per page for photocopying expenses related to cases, such as this one. Steptoes photocopying

Doc. # CC-219821 v.2

machines automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. Steptoe summarizes each clients photocopying charges on a daily basis. 9. Steptoe charges $1.00 per page for out-going facsimile transmissions.

There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Steptoes calculation of the actual costs incurred by Steptoe for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonable in relation to the amount charged by outside vendors who provide similar services. Steptoe does not charge the Debtors for the receipt of faxes in this case. 10. With respect to providers of on-line legal research services (e.g., LEXIS

and WESTLAW), Steptoe charges the standard usage rates these providers charge for computerized legal research. Steptoe bills its clients the actual amounts charged by such

services, with no premium. Any volume discount received by Steptoe is passed on to the client. Summary of Services Rendered 11. The names of the partners and associates of Steptoe who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management assistants of Steptoe who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 12. Steptoe, by and through such persons, has prepared and assisted in the

preparation of various motions, objections and orders submitted to the Court for consideration, advised the Committee on a regular basis with respect to various matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Summary of Services by Task 13. The services rendered by Steptoe during the Interim Period can be Steptoe attempted to place the services

grouped into the task categories set forth below.

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

Doc. # CC-219821 v.2

may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. A. Asset Analysis and Recovery (Task Code 101) 14. This category includes services related to the analysis of the Debtors

assets. During the Interim Period, Steptoe, among other things, performed analysis regarding the Debtors proposed settlement with certain overriding royalty interest holders, potential litigation issues, with respect to avoidance actions, and winddown budget matters. Fees: $3,148.00; B. Asset Disposition (Task Code 102) 15. efforts. This category includes services related to the Debtors asset disposition (1) performed analysis Hours: 6.20

During the Interim Period, Steptoe, among other things:

regarding the Debtors proposed sale or abandonment of their Alaska and sale of their California assets; (2) reviewed and analyzed documents from the Debtors and their professionals including proposed sale agreements and transition services agreements with respect to sales of the Debtors Alaska and California assets; (3) analyzed bids received for the Debtors California assets; (4) analyzed executory contract and unexpired lease issues in connection with the proposed disposition of the Debtors assets; (5) analyzed documents and negotiated with various interested parties regarding credit bid for Debtors Beta assets; (6) drafted a supplemental objection to the Debtors Beta sale to Lenders; and (7) corresponded and conferred regarding asset disposition issues with the Debtors, their professionals and the Committee members. Fees: $18,765.00; Hours: 40.90

Doc. # CC-219821 v.2

C.

Fee/Employment Applications (Task Code 107) 16. This category includes services related to the retention and fee

applications of Steptoe, as counsel, and Deloitte Financial Advisory Services, LLP, as financial advisors, for the Committee, as well as preparation of documents for the Court-appointed fee auditor. During the Interim Period, Steptoe, among other things: (1) prepared monthly and interim fee applications; and (2) prepared documents for fee auditor review and responded to fee auditor inquiries. Fees: $1,161.00; D. Hours: 5.30

Fee/Employment Objections (Task Code 108) 17. This category includes services related to the employment applications

filed with respect to the Debtors various of professionals. During the Interim Period, Steptoe, among other things: (1) reviewed, analyzed and monitored the fee applications filed by the Debtors various professionals and corresponded with the Debtors counsel regarding the same; and (2) monitored the employment and compensation of the Debtors various ordinary course professionals. Fees: $239.50; E. Hearings (Task Code 116) 18. This category includes services related to hearings. During the Interim Hours: 0.90

Period, Steptoe, among other things prepared for and attended hearings in Debtors cases. Fees: $5,254.00; F. Travel (Task Code 117) 19. This category includes services related to travel. During the Interim Hours: 11.50

Period, Steptoe, among other things, incurred non-working time while traveling on case matters. Such time is billed at one-half the normal rate. Fees: $864.00; Hours: 1.80

10

Doc. # CC-219821 v.2

G.

Tax Matters (Task Code 119) 20. This category includes services related to tax issues. During the Interim

Period, Steptoe, among other things, performed analysis regarding the Debtors net operating losses and other tax matters. Fees: $2,411.25; H. Hours: 3.75

Committee Correspondence (Task Code 121) 21. This category includes services related to general Committee issues.

During the Interim Period, Steptoe, among other things: (1) responded to Committee member requests; (2) corresponded with Committee members regarding the Debtors various motions and actions in these cases; and (3) advised the Committee with regard to matters arising in these cases, including the Beta sale to the Lenders. Fees: $1,056.00; I. Hours: 2.20

Committee Meetings (Task Code 122) 22. This category includes services related to Committee meetings. During

the Interim Period, Steptoe, among other things prepared for, attended, advised at and prepared the minutes of various Committee meetings. Fees: $1,049.00; Hours: 2.30

Summary of Services by Task 23. The nature of services performed by these persons is fully set forth in

Exhibit A attached hereto. The rates reflected are Steptoes normal hourly rates for work of this character. The reasonable value of the services rendered by Steptoe for the Committee during the Interim Period is $33,947.75. 24. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the fees and costs incurred by Steptoe are fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, Steptoe has reviewed the

11

Doc. # CC-219821 v.2

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) ) ) ) ) ) )

In re PACIFIC ENERGY RESOURCES LTD., et al.,1 Debtors.

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Objection Deadline: 2/16/10 at 4:00 p.m. Hearing Date: To be Scheduled.

NOTICE OF MONTHLY FEE APPLICATION PLEASE TAKE NOTICE that Steptoe & Johnson LLP, counsel to the Official Committee of Unsecured Creditors, (hereinafter referred to as Applicant), has filed its Tenth Monthly Application for Compensation and Reimbursement of Expenses for the Period From December 1, 2009 Through December 31, 2009 (the Application). Any objections or other responses (collectively, the Objections) to the Application must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before February 16, 2010 at 4:00 p.m. (Eastern Time) (the Objection Deadline). In addition, any Objections to the Application must be served so as to be received no later than the Objection Deadline upon the following entities: Filiberto Agusti, Esq. Joshua R. Taylor, Esq. Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, D.C. 20036 David B. Stratton, Esq. James C. Carignan, Esq. Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 North Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Francis J. Lawall, Esq. Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, Pennsylvania 19103-2799

Robbin L. Itkin, Esq. Katherine C. Piper, Esq. Steptoe & Johnson LLP 2121 Avenue of the Stars Suite 2800 Los Angeles, California 90067

The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp.; Pacific Energy Alaska Operating LLC; San Pedro Bay Pipeline Company; Carneros Energy, Inc.; and Gotland Oil, Inc.

#12052275 v1

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

Scott Winn Pacific Energy Resources Ltd. 111 W. Ocean Boulevard Suite 1240 Long Beach, California 90802 Ira Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard 11th Floor Los Angeles, California 90067-4100

In the event one or more Objection(s) to the Application are filed, a Hearing on the Application will be held before the Honorable Kevin J. Carey, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Wilmington, Delaware 19801 on a date and time to be determined and subsequently noticed. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING. Dated: January 26, 2010 PEPPER HAMILTON LLP /s/ John H. Schanne, II David B. Stratton (DE No. 960) James C. Carignan (DE No. 4230) John H. Schanne, II (DE No. 5260) Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 and Francis J. Lawall, Esq. 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103-2799 Tel: (215) 981-4000 Fax: (215) 981-4750 and

#12052275 v1

Filiberto Agusti, Esq. (DC Bar No. 270058) (admitted pro hac vice) Joshua R. Taylor, Esq. (VA Bar No. 45919) STEPTOE & JOHNSON LLP 1330 Connecticut Avenue NW Washington, DC 20036 Tel: (202) 429-3000 Fax: (202) 506-3902 and Robbin L. Itkin, Esq. (CA Bar No. 117105) (admitted pro hac vice) Katherine C. Piper, Esq. (CA Bar No. 222828) (admitted pro hac vice) STEPTOE & JOHNSON LLP 2121 Avenue of the Stars, Suite 2800 Los Angeles CA 90067 Tel: (310) 734-3200 Fax: (310) 734-3300 Counsel for the Official Committee of Unsecured Creditors of Pacific Energy Resources Ltd., et al.

#12052275 v1

EXHIBIT A

2121 Avenue of the Stars Suite 2800 Los Angeles, CA 90067 Telephone 310.734.3200 Facsimile 310.734.3300 www.steptoe.com

01/22/10 Mr. Skip Marter General Counsel Forest Oil Corporation 707 Seventh Street Denver CO 80202 USA

Our Matter No. 017406.00001 UNSECURED CREDITORS COMMITTEE

Invoice No. 2329145

For Professional Services Rendered Through December 31, 2009: Total Fees: Total Expenses: Total Due for this Period: $33,947.75 $1,006.38 $34,954.13

Tax I.D. Number 52-1349790

2121 Avenue of the Stars Suite 2800 Los Angeles, CA 90067 Telephone 310.734.3200 Facsimile 310.734.3300 www.steptoe.com

01/22/10 Mr. Skip Marter General Counsel Forest Oil Corporation 707 Seventh Street Denver CO 80202 USA

Project Name: Firm Matter Number: Period Covered:

UNSECURED CREDITORS COMMITTEE 017406.00001 12/02/09 to 12/31/09

Invoice Number:

2329145

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 2

Matter No: Invoice No.:

017406.00001 2329145

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

Name R.L. Itkin P. Derdenger F. Agusti A. Nocjar J.R. Taylor K.C. Piper S. Gul K. Hollingsworth L. Choi Total Fees Date 12/04/2009 Title Partner Partner Partner Partner SP Counsel Associate Associate Paralegal Project Asst Hours 0.40 1.50 2.30 2.25 23.00 28.10 10.20 6.40 0.70 74.85 Rate 740.00 730.00 650.00 585.00 480.00 480.00 375.00 205.00 115.00 Amount 296.00 1,095.00 1,495.00 1,316.25 11,040.00 13,488.00 3,825.00 1,312.00 80.50 33,947.75 Amount 240.00

12/06/2009

12/17/2009

12/18/2009

12/21/2009

12/22/2009

12/28/2009

Asset Analysis and Recovery K.C. Piper Associate Analyze Debtor materials regarding asserted counterclaims against New Alaska in adversary proceeding re same. K.C. Piper Associate Correspond with Debtors counsel re proposed settlement of Polytec issues; review summary of same from Debtors' counsel. K.C. Piper Associate Teleconference with I. Kharisch re possible winddown strategies for case. K.C. Piper Associate Strategize with I. Kharisch, R. Itkin and F. Agusti re winddown budget and resolution for unsecured creditors; review success fee provisions of various professional orders for objections thereto. R.L. Itkin Partner Conference with K. Piper and strategy re enhancing recovery for creditors. F. Agusti Partner Confer with Mr. Taylor re offers proposed by secured lenders, strategy for increasing same. K.C. Piper Associate Analyze proposed Aera / Noble Settlement Agreement and correspond with Debtors' counsel re same.

Hours 0.50

0.20

96.00

0.50

240.00

1.20

576.00

0.40

296.00

0.40

260.00

0.80

384.00

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 3

Matter No: Invoice No.:

017406.00001 2329145

Date 12/29/2009

12/30/2009

12/31/2009

Asset Analysis and Recovery K.C. Piper Associate Review revised proposed settlement agreement with Aera/Noble and correspond with M. Litvak re same. K.C. Piper Associate Review revisions to proposed Aera and Noble settlement and correspond with Debtors re same; correspond with Skadden re same. K.C. Piper Associate Review multiple revised drafts of Aera/Noble settlement agreement; correspond with counsel for Debtors and Lenders re same.

Hours 0.50

Amount 240.00

0.80

384.00

0.90

432.00

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

Name F. Agusti R.L. Itkin K.C. Piper Totals for 101

Title Partner Partner Associate

Hours 0.40 0.40 5.40 6.20

Rate 650.00 740.00 480.00

Amount 260.00 296.00 2,592.00 3,148.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 4

Matter No: Invoice No.:

017406.00001 2329145

Date 12/02/2009

12/03/2009

12/04/2009

12/06/2009

12/06/2009

12/08/2009

12/09/2009

12/09/2009

12/09/2009

12/09/2009

12/10/2009

12/10/2009

12/10/2009

Asset Disposition J.R. Taylor SP Counsel Conference call with Silver Point re Beta sale and wind down and carve out for unsecureds. K.C. Piper Associate Correspond with Debtors' counsel re status of disputes with various Alaska asset bidders. K.C. Piper Associate Correspondence from Debtors counsel re proposed Beta sale. J.R. Taylor SP Counsel Review tax analysis re Beta sale pending to close by year-end. K.C. Piper Associate Correspond with Debtors counsel and J. Taylor re Beta sale and tax issues. K.C. Piper Associate Correspond with R. Itkin in preparation for auction scheduled for Dec. 11th re Beta Assets. F. Agusti Partner Review elements of proposed bank bids and communicate issues re same. K.C. Piper Associate Analyze lenders' proposed Beta PSA and compose memo of issues for Debtors' counsel and Committee Members; correspond with same re same. K.C. Piper Associate Correspond with team re upcoming Beta sale; NOL issues; PSA issues and summary of matters outstanding with Debtors; correspond with I. Kharisch re same. K.C. Piper Associate Teleconference with I. Kharisch re status of various sale related matters. J.R. Taylor SP Counsel Analyze potential issues re J. Aron transfer to Rise and resolution of committee concerns. K.C. Piper Associate Review DIP Order and correspond with Debtors' counsel re strategy re negotiations with Lenders. K.C. Piper Associate Teleconference with J. Taylor re strategy re Beta Sale; strategy re carveout proposals; Beta PSA and J. Aron reservation issues.

Hours 0.30

Amount 144.00

0.20

96.00

0.20

96.00

0.30

144.00

0.30

144.00

0.20

96.00

0.50

325.00

3.50

1,680.00

0.50

240.00

0.50

240.00

0.80

384.00

0.30

144.00

0.80

384.00

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 5

Matter No: Invoice No.:

017406.00001 2329145

Date 12/11/2009 12/11/2009

12/11/2009

12/12/2009

12/13/2009

12/14/2009

12/14/2009

12/14/2009

12/15/2009

12/15/2009

12/15/2009

12/16/2009

12/16/2009

12/16/2009

12/17/2009

Asset Disposition K.C. Piper Associate Attend Beta Auction. K.C. Piper Associate Teleconference with F. Agusti and follow-up with J. Taylor re Beta Sale objections and supplement thereto. S. Gul Associate Office conference with J. Taylor on main issues in Supplemental Brief in opposition to Beta sale. K.C. Piper Associate Correspond with I. Kharisch re JAron/Rise issues re Beta Sale. K.C. Piper Associate Correspond with Debtors' counsel re objections to proposed Beta Sale. K.C. Piper Associate Review revised Beta Sale PSA from lenders and correspond with Debtors counsel re same. S. Gul Associate Draft Supplemental brief opposing proposed Beta Sale. S. Gul Associate Review documents outlining proposed Beta sale. F. Agusti Partner Review issues re "incentive fees" proposed re Beta Sale and confer with colleagues re response to same. K.C. Piper Associate Analyze revised PSA from lenders and proposed wind-down budget from Debtors; correspond with Debtors counsel re same and with F. Agusti and R. Itkin re same. S. Gul Associate Edit supplemental brief opposing proposed Sale. K.C. Piper Associate Review supplement to objection to Beta sale. S. Gul Associate Revise Supplemental brief opposing Beta Sale to incorporate K. Piper and J. Taylor suggestions. S. Gul Associate Revise supplemental brief opposing Beta Sale to incorporate section on professional fees. J.R. Taylor SP Counsel Revise Supplemental Objection to "Beta Sale".

Hours 0.50 0.50

Amount 240.00 240.00

0.20

75.00

0.20

96.00

0.20

96.00

1.00

480.00

5.50

2,062.50

1.00

375.00

0.30

195.00

1.60

768.00

0.50

187.50

0.20

96.00

2.00

750.00

1.00

375.00

0.90

432.00

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 6

Matter No: Invoice No.:

017406.00001 2329145

Date 12/18/2009

12/19/2009

12/19/2009

12/20/2009

12/20/2009

12/20/2009

12/21/2009

12/21/2009

12/21/2009

12/21/2009

12/21/2009

12/21/2009

Asset Disposition K.C. Piper Associate Finalize supplemental Beta Objection for filing and correspondence with creditors Committee re negotiations with Secured Lenders. K.C. Piper Associate Negotiations with I. Kharisch and M. Litvak re PERL Beta Sale. K.C. Piper Associate Summary to team re issues re negotiations with I. Kharisch re Beta Sale. J.R. Taylor SP Counsel Conference call re Beta Sale with K. Piper. K.C. Piper Associate Analyze proposed Beta Sale Order from Lenders; comment on sale and correspondence with Debtors' counsel re same. K.C. Piper Associate Telephone conference with I. Kharisch and J. Taylor re claims analysis and status of Beta negotiations (.5); follow-up with J. Taylor re same and correspondence to Committee Members re same (.5). F. Agusti Partner Review emails to clients and confer with colleagues re next steps re Beta Sale. J.R. Taylor SP Counsel Conference call with Debtors re sale, draft email to committee re status. J.R. Taylor SP Counsel Draft notice of appeal for Beta Sale. J.R. Taylor SP Counsel Review objection to Beta sale and cases supporting Committee position. J.R. Taylor SP Counsel Review proposed sale order and prepare email of objections to order to Debtors. K.C. Piper Associate Correspondence and numerous telephone conferences with J. Taylor re negotiations with Debtors and Lenders re Beta and strategies for sale hearing; inclusive of review of revised proposed Beta sale order and correspondence re issues re same.

Hours 0.80

Amount 384.00

1.00

480.00

0.20

96.00

0.50

240.00

1.00

480.00

1.00

480.00

0.40

260.00

0.90

432.00

0.50

240.00

2.70

1,296.00

1.10

528.00

1.90

912.00

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 7

Matter No: Invoice No.:

017406.00001 2329145

Date 12/21/2009

12/22/2009

12/22/2009

12/23/2009

Asset Disposition K.C. Piper Associate Telephone conference with R.Swamy re status of Beta auction; correspondence with J. Taylor re Beta negotiations. J.R. Taylor SP Counsel Conferences with Debtors and Lenders to resolve Committee objection and revise order to incorporate settlement. K.C. Piper Associate Numerous telephone conferences and correspondence with J. Taylor and Committee Members re negotiations with Lenders re Beta sale; review Delaware SPM trust cases and draft Order language for Beta Sale Order and resolution with secured lenders. J.R. Taylor SP Counsel Review proposed Beta sale order.

Hours 0.20

Amount 96.00

2.10

1,008.00

1.80

864.00

0.80

384.00

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

Name F. Agusti J.R. Taylor S. Gul K.C. Piper Totals for 102

Title Partner SP Counsel Associate Associate

Hours 1.20 10.90 10.20 18.60 40.90

Rate 650.00 480.00 375.00 480.00

Amount 780.00 5,232.00 3,825.00 8,928.00 18,765.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 8

Matter No: Invoice No.:

017406.00001 2329145

Date 12/02/2009

12/07/2009

12/07/2009

12/07/2009

12/10/2009

12/11/2009

12/12/2009

12/15/2009

12/22/2009

12/22/2009

12/23/2009

12/24/2009

Fee/Employment Applications K. Hollingsworth Paralegal Compare Deloitte and Steptoe interim fee applications to fee auditor's proposed order. K. Hollingsworth Paralegal Review fee auditor receipt status chart for missing monthly fee applications (.10) and prepare list of missing fee details for H. Cook re same (.10). K. Hollingsworth Paralegal Review professional services rendered through November 30, 2009 for exhibit to fee application. K.C. Piper Associate Correspond with Debtors' counsel re fee auditor requests. K. Hollingsworth Paralegal Compare fee exhibits to attorney revisions for ninth fee application. L. Choi Project Asst Draft Ninth (November) Monthly Fee Application. K.C. Piper Associate Review November monthly fee application. K. Hollingsworth Paralegal Review dates and deadlines for upcoming monthly fee applications. K. Hollingsworth Paralegal Complete revisions and final review of Steptoe's 9th monthly fee application for F. Agusti's signature. K.C. Piper Associate Review final November fee application. K. Hollingsworth Paralegal Review court docket for order approving first interim fee application (.10); telephone conference with K. Piper re same (.10); and prepare exhibits to Steptoe's 9th fee application for E-filing (.40). K. Hollingsworth Paralegal Confirm E-filing of Steptoe's ninth monthly fee application (.10) and prepare electronic searchable fee details to fee auditor re same (.10).

Hours 0.40

Amount 82.00

0.20

41.00

0.70

143.50

0.10

48.00

0.90

184.50

0.70

80.50

0.20

96.00

0.20

41.00

0.90

184.50

0.20

96.00

0.60

123.00

0.20

41.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 9

Matter No: Invoice No.:

017406.00001 2329145

Timekeeper Summary for Fee/Employment Applications

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

Title Associate Paralegal Project Asst

Hours 0.50 4.10 0.70 5.30

Rate 480.00 205.00 115.00

Amount 240.00 840.50 80.50 1,161.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 10

Matter No: Invoice No.:

017406.00001 2329145

Date 12/23/2009

12/28/2009

12/28/2009

12/30/2009

Fee/Employment Objections K. Hollingsworth Paralegal Review Millstream 1st interim fee application and fee auditor's report and amended report re same (.30). K. Hollingsworth Paralegal Review Lazard sixth monthly fee application request for compensation and expenses (.20) and in-office conference with K. Piper re same (.10). K.C. Piper Associate Review Lazard September fee application and correspond with I. Kharisch re same. K. Hollingsworth Paralegal Review Zolfo Cooper's September 2009 fee details for success fees.

Hours 0.30

Amount 61.50

0.30

61.50

0.20

96.00

0.10

20.50

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

Name K.C. Piper K. Hollingsworth Totals for 108

Title Associate Paralegal

Hours 0.20 0.70 0.90

Rate 480.00 205.00

Amount 96.00 143.50 239.50

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 11

Matter No: Invoice No.:

017406.00001 2329145

Date 12/02/2009

12/02/2009

12/03/2009

12/08/2009 12/08/2009

12/21/2009

12/21/2009

12/22/2009

12/22/2009 12/22/2009

12/23/2009

Hearings K. Hollingsworth Paralegal Prepare fee application status chart for J. Taylor for Hearing on December 8, 2009. K.C. Piper Associate Review materials in preparation for 12/8 1st Interim Fee Application hearing; review proposed form of order re same from Debtors' counsel; office conference with K. Hollingsworth re same. K. Hollingsworth Paralegal In-office conference with K. Piper re Hearing on December 8, 2009 (.20) and update chart for J. Taylor re same (.40). J.R. Taylor SP Counsel Attend PERL hearing. J.R. Taylor SP Counsel Prepare for hearing, review briefs re Beta Sale. F. Agusti Partner Confer with Mr. Taylor re Beta hearing and possible acceptance of terms for resolution. J.R. Taylor SP Counsel Prepare argument objecting to Beta Sale. F. Agusti Partner Prepare memo to Mr. Taylor re oral arguments if necessary. J.R. Taylor SP Counsel Attend hearing on Beta Sale. J.R. Taylor SP Counsel Prepare argument objecting to Beta Sale. J.R. Taylor SP Counsel Attend court hearing re Beta sale order.

Hours 0.80

Amount 164.00

0.60

288.00

0.60

123.00

0.70 1.20

336.00 576.00

0.30

195.00

2.90

1,392.00

0.40

260.00

0.70 2.80

336.00 1,344.00

0.50

240.00

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

Name F. Agusti J.R. Taylor K.C. Piper K. Hollingsworth Totals for 116

Title Partner SP Counsel Associate Paralegal

Hours 0.70 8.80 0.60 1.40 11.50

Rate 650.00 480.00 480.00 205.00

Amount 455.00 4,224.00 288.00 287.00 5,254.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 12

Matter No: Invoice No.:

017406.00001 2329145

Date 12/08/2009

Travel J.R. Taylor SP Counsel Travel to and from Wilmington, DE for hearing.

Hours 1.80

Amount 864.00

--------------------------------------------------------------------Timekeeper Summary for Travel

Name J.R. Taylor Totals for 117

Title SP Counsel

Hours 1.80 1.80

Rate 480.00

Amount 864.00 864.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 13

Matter No: Invoice No.:

017406.00001 2329145

Date 12/07/2009

12/08/2009

12/09/2009

Tax Matters A. Nocjar Partner Tax analysis of Beta NOL issue; draft explanatory email re same. P. Derdenger Partner Analyze on California Beta NOL issue and possible suspension of NOL carryovers to 2010. A. Nocjar Partner Further tax analysis of California Beta NOL issue based on Mr. Derdenger's responses.

Hours 1.25

Amount 731.25

1.50

1,095.00

1.00

585.00

--------------------------------------------------------------------Timekeeper Summary for Tax Matters

Name P. Derdenger A. Nocjar Totals for 119

Title Partner Partner

Hours 1.50 2.25 3.75

Rate 730.00 585.00

Amount 1,095.00 1,316.25 2,411.25

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 14

Matter No: Invoice No.:

017406.00001 2329145

Date 12/03/2009

12/04/2009

12/04/2009

12/07/2009

12/09/2009

12/14/2009

12/21/2009

12/22/2009

Committee Correspondence K.C. Piper Associate Correspond with Committee re Alaska asset sale closing and correspond with Debtors' counsel re same. K.C. Piper Associate Correspond with Committee Members and Debtors counsel re status of Alaska sale closing. K.C. Piper Associate Strategize re potential litigation re Alaska sale; correspond with Committee Members re same. K.C. Piper Associate Correspond with J. Carignan re Committee update re Union matters. K.C. Piper Associate Draft update for Committee and correspond with Committee Members regarding proposed settlement of sale deposit issues. K.C. Piper Associate Correspond with committee members re Beta sale. K.C. Piper Associate Correspondence with Committee Members re Beta negotiations. J.R. Taylor SP Counsel Draft email to Committee re resolution of objection to Beta Sale.

Hours 0.20

Amount 96.00

0.30

144.00

0.20

96.00

0.10

48.00

0.50

240.00

0.20

96.00

0.30

144.00

0.40

192.00

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

Name J.R. Taylor K.C. Piper Totals for 121

Title SP Counsel Associate

Hours 0.40 1.80 2.20

Rate 480.00 480.00

Amount 192.00 864.00 1,056.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 15

Matter No: Invoice No.:

017406.00001 2329145

Date 12/08/2009

12/08/2009

12/22/2009

Committee Meetings K. Hollingsworth Paralegal Review Committee correspondence from K. Piper and update Committee minutes binder re 10/27/09 meeting. K.C. Piper Associate Prepare Committee Meeting minutes from last Committee Meeting and correspond with Committee Members re same. J.R. Taylor SP Counsel Conference call with Committee to discuss lender's proposal.

Hours 0.20

Amount 41.00

1.00

480.00

1.10

528.00

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

Name J.R. Taylor K.C. Piper K. Hollingsworth Totals for 122

Title SP Counsel Associate Paralegal

Hours 1.10 1.00 0.20 2.30

Rate 480.00 480.00 205.00

Amount 528.00 480.00 41.00 1,049.00

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

UNSECURED CREDITORS COMMITTEE January 22, 2010 Page 16

Matter No: Invoice No.:

017406.00001 2329145

Date

Description Duplicating On-Line Research/Information Retrieval

Amount 95.60 726.67 10.00

12/22/09

Taxis - JOSHUA TAYLOR - Travel to Wilmington, DE from Washington, DC 12/08/09 re: hearing on fee applications Train Fare - JOSHUA TAYLOR - Travel to Wilmington, DE from Washington, DC on 12/08/09 re: hearing on fee applications Meals While on Travel - JOSHUA TAYLOR - Travel to Wilmington, DE from Washington, DC on 12/08/09 re: hearing on fee applications Total

12/22/09

165.00

12/22/09

9.11

1,006.38

--------------------------------------------------------------------EXPENSES SUMMARY
Copying Online research Out-of-town Travel Total Expenses 95.60 726.67 184.11 1,006.38

--------------------------------------------------------------------INVOICE TOTALS FOR THIS MATTER Total Fees Total Expenses TOTAL DUE: $33,947.75 $1,006.38 $34,954.13

CERTIFICATE OF SERVICE I, John H. Schanne, II, hereby certify that on the 26th day of January, 2010, I caused the foregoing Tenth Monthly Application for Compensation and Reimbursement of Expenses of Steptoe & Johnson LLP, as Counsel to the Official Committee of Unsecured Creditors for the Period From December 1, 2009 Through December 31, 2009 to be served upon the entities identified on the attached service list in the manner indicated.

/s/ John H. Schanne, II John H. Schanne, II (DE No. 5260)

#12052275 v1

SERVICE LIST Joseph McMahon, Esq. Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, Delaware 19801 VIA HAND DELIVERY Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street 17th Floor PO Box 8705 Wilmington, Delaware 19899-8705 VIA HAND DELIVERY Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Ste 1250 Dallas, Texas 75201 VIA FEDEX Scott Winn Pacific Energy Resources Ltd. 111 W. Ocean Boulevard Suite 1240 Long Beach, California 90802 VIA FEDEX Ira Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard 11th Floor Los Angeles, California 90067-4100 VIA FEDEX

#12052275 v1