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: August 16, 2010 Hearing Date: Only If Objections Are Timely Filed

SIXTEENTH 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 JUNE 1, 2010 THROUGH JUNE 30, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: X monthly Steptoe & Johnson LLP Counsel to the Official Committee of Unsecured Creditors May 1, 2009 nunc pro tunc March 19, 2009 June 1, 2010 through June 30, 20102 $13,458.00 $0.00 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-230758 v.1

PRIOR APPLICATIONS FILED Period Covered March 19, 2009 March 31, 2009 April 1, 2009 April 30, 2009 May 1, 2009 May 31, 2009 June 1, 2009 June 30, 2009 July 1, 2009 July 31, 2009 August 1, 2009 August 31, 2009 September 1, 2009 September 30, 2009 October 1, 2009 October 31, 2009 November 1, 2009 November 30, 2009 December 1, 2009 December 31, 2009 January 1, 2010 January 31, 2010 February 1, 2010 February 28, 2010 March 1, 2010 March 31, 2010 April 1, 2010 April 30, 2010 May 1, 2010 May 31, 2010 Requested Fees $131,319.25 $138,521.00 $127,192.50 $109,267.75 $132,040.50 $24,049.50 $13,411.00 $7,680.00 $8,249.50 $33,947.75 $6,964.50 $7,936.50 $6,647.00 $7,462.00 $6,450.00 Requested Expenses $1,494.05 $8,223.08 $4,188.98 $5,820.06 $8,470.56 $1,131.37 $578.27 $30.60 $113.00 $1,006.38 $415.22 $1.60 $9.00 $0.00 $0.00 Approved Fees $131,319.25 $138,521.00 $127,192.50 $109,226.75 $132,020.00 $23,737.50 $13,411.00 $7,230.60 $8,249.50 Approved Expenses $41.00 $747.85 $2,140.39 $5,302.85 $8,470.56 $1,131.37 $578.27 $30.60 $113.00

Doc. # CC-230758 v.1

S&J PROFESSIONALS Name of Professional Individual Robbin L. Itkin Katherine C. Piper Joshua R. Taylor Position with the Applicant, Year of Obtaining License to Practice, Area of Expertise Restructuring Partner, Member of CA Bar since 1984 Restructuring Associate, Member of CA Bar since 2002 Litigation Special Counsel, Member of DC Bar since 2004; Member of NC Bar since 2001; Member of VA Bar since 2000 Litigation Associate, Member of CA Bar since 2009 Paralegal 2003 Project Assistant 2010 Grand Total: Total Hours: Blended Rate: Hourly Billing Rate $740.00 $520.00 $510.00 Total Hours Billed 1.10 11.70 6.50 Total Compensation $814.00 $6,084.00 $3,315.00

Celina Munoz Kimberly Hollingsworth Molly Fancler

$295.00 $220.00 $125.00

8.00 3.00 1.80

$2,360.00 $660.00 $225.00

$13,458.00 32.10 $401.67

Doc. # CC-230758 v.1

COMPENSATION BY CATEGORY Task Codes Asset Analysis and Recovery Case Administration Claims Administration and Objections Fee/Employment Applications Fee/Employment Objections Plan and Disclosure Statement Hearings Tax Matters Committee Meetings TOTAL EXPENSE SUMMARY Expense Categories Service Provider3 (if applicable) TOTAL Total Expenses $0.00 Total Hours .20 .40 1.60 1.80 3.40 18.60 .20 3.80 2.10 16.40 Total Fees $104.00 $252.00 $942.00 $516.00 $577.00 $8,527.00 $104.00 $1,346.00 $1,090.00 $6,450.00

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

Doc. # CC-230758 v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

) ) ) ) )

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

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

SIXTEENTH 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 JUNE 1, 2010 THROUGH JUNE 30, 2010 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the Bankruptcy Code), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the Bankruptcy Rules), and the Courts Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members (Dkt. No. 147), entered on or about April 8, 2009 (the Administrative Order), Steptoe & Johnson LLP (Steptoe), counsel to the Official Committee of Unsecured Creditors (Committee), hereby submits its Sixteenth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from June 1, 2010 through June 30, 2010 (the Application). By this Application, Steptoe seeks a monthly interim allowance of compensation in the amount of $13,458.00 and actual and necessary expenses in the amount of $0.00 for a total allowance of $13,458.00, and payment of $10,766.40 (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-230758 v.1

reimbursement of $0.00 (100% of the allowed expenses) for a total payment of $10,766.40 for the period June 1, 2010 through June 30, 2010 (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-230758 v.1

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

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

source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Steptoe and any other person other than the partners of Steptoe for the sharing of compensation to be received for services rendered in this case. Steptoe has received payments totaling $761,171.79 from the Debtors estates to date. Fee Statement 7. The fee statements for the Interim Period are attached hereto as Exhibit A.

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

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

Doc. # CC-230758 v.1

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

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

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

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

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

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

grouped into the task categories set forth below.

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

Doc. # CC-230758 v.1

may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. A. 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 issues with respect to winddown budget matters and collateral issues. Fees: $104.00; B. Case Administration (Task Code 104) 15. This category includes services related to the general and administrative Hours: .20

responsibilities for the case. During the Interim Period, Steptoe, among other things: (1) reviewed correspondence and pleadings filed by the Debtors; (2) maintained a memorandum of critical dates; (3) maintained document control and (4) attended to winddown budget matters. In addition, to the extent that services performed do not fit squarely into one particular task code, they may be placed here. Fees: $252.00; C. Hours: .40

Claims Administration and Objections (Task Code 105) 16. This category includes services related to the claims administration and

objection for the case. During the Interim Period, Steptoe, among other things, reviewed and analyzed administrative and other claims, and objections thereto. Fees: $924.00; D. Hours: 1.60

Fee/Employment Applications (Task Code 107) 17. This category includes services related to the retention and fee

applications of Steptoe, as counsel for the Committee, as well as preparation of documents for

Doc. # CC-230758 v.1

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: $516.00; E. Hours: 1.80

Fee/Employment Objections (Task Code 108) 18. 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: $577.00; F. Hours: 3.40

Plan and Disclosure Statement (Task Code 112) 19. This category includes services related to the plan and disclosure

statement. During the Interim Period, Steptoe, among other things, analyzed issues related to the Debtors proposed plan and attended to distribution issues with the Debtors. Fees: $8,527.00; G. Hearings (Task Code 116) 20. This category includes services related to hearings. During the Interim Hours: 18.60

Period, Steptoe, among other things, prepared for and attended hearings in the Debtors cases. Fees: $104.00; H. Tax Matters (Task Code 119) 21. This category includes services related to tax matters. During the Interim Hours: .20

Period, Steptoe, among other things, analyzed tax issues associated with claims matters and the Debtors plan of liquidation in the Debtors cases. Fees: $1,346.00; Hours: 3.80

10

Doc. # CC-230758 v.1

I.

Committee Meetings (Task Code 122) 22. 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 matters regarding the Debtors plan and disclosure statement. Fees: $1,090; Hours: 2.10

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 $13,458.00. 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-230758 v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) )

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

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

Objection Deadline: 8/16/2010 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 Sixteenth Monthly Application for Compensation and Reimbursement of Expenses for the Period From June 1, 2010 through June 30, 2010 (the Application). Any objections or other responses (collectively, the Objections) to the Application must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before August 16, 2010 at 4:00 p.m. (Prevailing Eastern Time) (the Objection Deadline). In addition, any Objections to the Application must be served so as to be received no later than the Objection Deadline upon the following entities: Filiberto Agusti, Esq. Joshua R. Taylor, Esq. Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, D.C. 20036 David B. Stratton, Esq. James C. Carignan, Esq. Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 North Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Francis J. Lawall, Esq. Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103-2799

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

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

#12932061 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, CA 90802 Ira Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard 11th Floor Los Angeles, CA 90067-4100

In the event one or more Objection(s) to the Application are filed, a Hearing on the Application will be held before the Honorable Kevin J. Carey, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Wilmington, Delaware 19801 on a date and time to be determined and subsequently noticed. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING. Dated: July 26, 2010 Wilmington, Delaware PEPPER HAMILTON LLP /s/ James C. Carignan 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

#12932061 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.

#12932061 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

07/15/10 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. 2351429

For Professional Services Rendered Through June 30, 2010: Total Fees: Total Expenses: Total Due for this Period: $13,458.00 $0.00 $13,458.00

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

07/15/10 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 06/02/10 to 06/30/10

Invoice Number:

2351429

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 2

Matter No: Invoice No.:

017406.00001 2351429

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

Name R.L. Itkin K.C. Piper J.R. Taylor C. Munoz K. Hollingsworth M. Fancler Total Fees Date 06/10/2010 Title Partner Associate SP Counsel Associate Paralegal Project Asst Hours 1.10 11.70 6.50 8.00 3.00 1.80 32.10 Rate 740.00 520.00 510.00 295.00 220.00 125.00 Amount 814.00 6,084.00 3,315.00 2,360.00 660.00 225.00 13,458.00 Amount 104.00

Asset Analysis and Recovery K.C. Piper Associate Correspond with Debtors' counsel re secured creditors' collateral distributions.

Hours 0.20

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

Name K.C. Piper Totals for 101

Title Associate

Hours 0.20 0.20

Rate 520.00

Amount 104.00 104.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 3

Matter No: Invoice No.:

017406.00001 2351429

Date 06/22/2010

06/24/2010

Case Administration K.C. Piper Associate Review and respond to correspondence from creditor regarding treatment of equity holders. R.L. Itkin Partner Analyse and comment on settlements re insurance proceeds and case status.

Hours 0.20

Amount 104.00

0.20

148.00

--------------------------------------------------------------------Timekeeper Summary for Case Administration

Name R.L. Itkin K.C. Piper Totals for 104

Title Partner Associate

Hours 0.20 0.20 0.40

Rate 740.00 520.00

Amount 148.00 104.00 252.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 4

Matter No: Invoice No.:

017406.00001 2351429

Date 06/02/2010

06/03/2010

06/03/2010

06/03/2010

06/24/2010

Claims Administration and Objections K.C. Piper Associate Review claims data from Debtors' counsel and correspond with J. Carignan re same. K.C. Piper Associate Analyze recent claim data from Debtors' counsel. K.C. Piper Associate Review stipulation and order regarding insurance claim matters. R.L. Itkin Partner Conference with K. Piper re claims matters (.2), strategy re plan issues (.3). K.C. Piper Associate Correspondence with creditor counsel re settlement re insurance proceeds.

Hours 0.20

Amount 104.00

0.50

260.00

0.20

104.00

0.50

370.00

0.20

104.00

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

Name R.L. Itkin K.C. Piper Totals for 105

Title Partner Associate

Hours 0.50 1.10 1.60

Rate 740.00 520.00

Amount 370.00 572.00 942.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 5

Matter No: Invoice No.:

017406.00001 2351429

Date 06/21/2010

06/22/2010

06/24/2010

06/25/2010

06/25/2010

Fee/Employment Applications K. Hollingsworth Paralegal Compare filed Exhibit A to Notice of Quarterly Fee Applications for Third Interim Period to fee auditor's proposed amounts. K.C. Piper Associate Review draft exhibits for May 2010 fee application. K. Hollingsworth Paralegal Draft 15th fee app with details for K. Piper's review. K. Hollingsworth Paralegal Prepare final exhibits to Steptoe's final fee app (.4) and prepare correspondence with details to fee auditor (.1). K.C. Piper Associate Final review of May 2010 fee application for filing.

Hours 0.20

Amount 44.00

0.20

104.00

0.70

154.00

0.50

110.00

0.20

104.00

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

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

Title Associate Paralegal

Hours 0.40 1.40 1.80

Rate 520.00 220.00

Amount 208.00 308.00 516.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 6

Matter No: Invoice No.:

017406.00001 2351429

Date 06/09/2010

06/16/2010

06/17/2010

06/21/2010

06/21/2010

06/21/2010

Fee/Employment Objections K. Hollingsworth Paralegal Analyze fee auditor's requests for amendments to filed fee applications for third interim fee application. M. Fancler Project Asst Update charts for analysis of filed fee applications of Debtors' professionals. M. Fancler Project Asst Review filed monthly and fourth fee applications and update analysis chart for K. Piper. K. Hollingsworth Paralegal Analyze Pachulski's 14th monthly fee application and exhibit for possible objections. K. Hollingsworth Paralegal Analyze Schully's 14th monthly fee application and exhibit for possible objections. K. Hollingsworth Paralegal Analyze W. Smith's 5th Interim Fee Application and exhibits.

Hours 0.90

Amount 198.00

0.60

75.00

1.20

150.00

0.30

66.00

0.20

44.00

0.20

44.00

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

Name K. Hollingsworth M. Fancler Totals for 108

Title Paralegal Project Asst

Hours 1.60 1.80 3.40

Rate 220.00 125.00

Amount 352.00 225.00 577.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 7

Matter No: Invoice No.:

017406.00001 2351429

Date 06/03/2010

06/04/2010

06/08/2010 06/08/2010

06/09/2010

06/09/2010

06/09/2010

06/10/2010

06/10/2010

06/10/2010

06/10/2010

06/14/2010

06/15/2010 06/16/2010

06/23/2010

06/24/2010

Plan and Disclosure Statement K.C. Piper Associate Teleconference with J. Carignan re potential settlement options for plan of reorganization. K.C. Piper Associate Teleconference with M. Litvak re Plan of Reorganization negotiations. C. Munoz Associate Research re subordination issues. K.C. Piper Associate Review information regarding claim subordination and office conference with C. Munoz re research needed re same (.5); office conference with C. Munoz re results of research re same (.3). K.C. Piper Associate Correspond with Debtor's counsel and J. Carignan re claims and Plan of Reorganization matters. K.C. Piper Associate Correspond with J. Carignan re claims matters and status of negotiations re Plan of Reorganization. R.L. Itkin Partner Review research re secured liens and treatment and review emails re liquidating plan to be filed. J.R. Taylor SP Counsel Teleconference with K. Piper regarding plan proposed by Debtor. K.C. Piper Associate Correspond with Debtors' counsel re plan issues and F. Agusti re same. K.C. Piper Associate Teleconference with I. Kharisch re Plan of Reorganization issues. K.C. Piper Associate Teleconference with J. Taylor re Plan of Reorganization. J.R. Taylor SP Counsel Follow-up with Debtors regarding timing of Plan. J.R. Taylor SP Counsel Begin review of proposed plan. J.R. Taylor SP Counsel Continue review of Proposed Plan from Debtors. K.C. Piper Associate Analyze proposed plan of reorganization from Debtors. J.R. Taylor SP Counsel Follow-up with debtors regarding plan and DS status.

Hours 0.60

Amount 312.00

0.40

208.00

5.20 0.80

1,534.00 416.00

0.20

104.00

0.20

104.00

0.40

296.00

0.30

153.00

0.20

104.00

0.30

156.00

0.30

156.00

0.10

51.00

0.70 2.90

357.00 1,479.00

1.60

832.00

0.30

153.00

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 8

Matter No: Invoice No.:

017406.00001 2351429

Date 06/24/2010

06/24/2010

06/24/2010

06/25/2010

06/25/2010

06/30/2010

06/30/2010

Plan and Disclosure Statement J.R. Taylor SP Counsel Review financial information from debtor regarding plan and disclosure statement. K.C. Piper Associate Analysis re financial projections and correspondence with J. Taylor re same. K.C. Piper Associate Correspondence with Debtors counsel re Plan and Disclosure Statement and financial projections K.C. Piper Associate Correspond with Debtors counsel and J. Taylor re status of disclosure statement and assess financial projections. K.C. Piper Associate Correspond with Debtors' counsel re status of plan negotiations. J.R. Taylor SP Counsel Strategize regarding information needed to present plan to committee and proceed with analysis of plan on unsecured creditors. K.C. Piper Associate Plan of Reorganization teleconference with J. Taylor, analysis of Plan of Reorganization classifications, and correspond with Debtors' counsel issues re same.

Hours 1.70

Amount 867.00

0.50

260.00

0.20

104.00

0.20

104.00

0.20

104.00

0.30

153.00

1.00

520.00

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

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

Title Partner SP Counsel Associate Associate

Hours 0.40 6.30 5.20 6.70 18.60

Rate 740.00 510.00 295.00 520.00

Amount 296.00 3,213.00 1,534.00 3,484.00 8,527.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 9

Matter No: Invoice No.:

017406.00001 2351429

Date 06/22/2010

Hearings K.C. Piper Associate Correspond with J. Carignan re hearing on June 23.

Hours 0.20

Amount 104.00

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

Name K.C. Piper Totals for 116

Title Associate

Hours 0.20 0.20

Rate 520.00

Amount 104.00 104.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 10

Matter No: Invoice No.:

017406.00001 2351429

Date 06/23/2010

06/23/2010

06/25/2010

06/25/2010

Tax Matters K.C. Piper Associate Analyze tax issues associated with Plan of Reorganization and teleconference with M. Litvak re same. K.C. Piper Associate Office conference with C. Munoz re tax issues re Plan of Reorganization and research needed re same. C. Munoz Associate Complete legal research re Alaskan law re debt forgiveness. K.C. Piper Associate Office conference re analysis of tax issues associated with plan and claims administration.

Hours 0.50

Amount 260.00

0.20

104.00

2.80

826.00

0.30

156.00

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

Name C. Munoz K.C. Piper Totals for 119

Title Associate Associate

Hours 2.80 1.00 3.80

Rate 295.00 520.00

Amount 826.00 520.00 1,346.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 11

Matter No: Invoice No.:

017406.00001 2351429

Date 06/04/2010

06/15/2010

06/22/2010

06/22/2010

Committee Meetings K.C. Piper Associate Participate in Committee Call and advise Committee members re case status, Plan of Reorganization negotiations and claims objection matters. J.R. Taylor SP Counsel Respond to creditors questions regarding sale. K.C. Piper Associate Correspond with Committee Members re various matters, including pending plan of liquidation. K.C. Piper Associate Teleconference with counsel for personal injury claimant re stipulation for relief from stay to pursue claim against insurance proceeds; draft correspondence to Committee re same.

Hours 1.10

Amount 572.00

0.20

102.00

0.30

156.00

0.50

260.00

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

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

Title SP Counsel Associate

Hours 0.20 1.90 2.10

Rate 510.00 520.00

Amount 102.00 988.00 1,090.00

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

UNSECURED CREDITORS COMMITTEE July 15, 2010 Page 12

Matter No: Invoice No.:

017406.00001 2351429

--------------------------------------------------------------------EXPENSES SUMMARY
Copying Total Expenses 0.00 0.00

--------------------------------------------------------------------INVOICE TOTALS FOR THIS MATTER Total Fees Total Expenses TOTAL DUE: $13,458.00 $0.00 $13,458.00

CERTIFICATE OF SERVICE I, James C. Carignan, hereby certify that on the 26th day of July, 2010, I caused the foregoing Sixteenth 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 June 1, 2010 through June 30, 2010 to be served upon the entities identified on the attached service list in the manner indicated.

/s/ James C. Carignan James C. Carignan (DE No. 4230)

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

#12932061 v1