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 THIRD 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

September 1, 2009 through November 30, 2009

$27,601.50

$440.60

$22,081.20

$11,077.20

$206.83

$16,758.07

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 1 of Page 13

CUMULATIVE SUMMARY OF INTERIM APPLICATIONS OF WARREN H. SMITH & ASSOCIATES, P.C. FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD JUNE 1, 2009 THROUGH AUGUST 31, 2009: Month; Filing Date; Docket No. September 10/6/2009 976 October 11/6/2009 1106 November 12/8/2009 1196 $27,601.50 $440.60 $13,755.00 $233.77 12/30/09 1250 $11,077.20 $206.83 $16,758.07 $0.00 $0.00 $13,988.77 Total Fees Requested Total Expenses Requested Certification of No Objection Filing Date; Docket No. 10/27/2009 1044 11/30/09 $4,511.50 $132.52 1162 $3,609.20 $132.52 $902.30 Amount of Fees Paid (80%) Amount of Expenses paid (100%) Amount of % Hold back Fees Sought

$9,335.00

$74.31

$7,468.00

$74.31

$1,867.00

Total

CUMULATIVE COMPENSATION SUMMARY BY PROJECT CATEGORY: Project Category Total Hours For The Period 9/1/09 through 11/30/09 152.80 9.30 162.10 Total Hours from the Petition Date Total Fees For The Period 9/1/09 through 11/30/09 $26,458.50 $1,143.00 $27,601.50 Total Fees From The Petition Date

Accounting/Auditing Fee Application Total

324.40 12.20 336.60

$55,128.00 $1,481.50 $56,609.50

CUMULATIVE EXPENSE SUMMARY: Expense Category Copying Cost Long Distance Third Party Copies & Document Mailing

Total Expenses for the Period 9/1/09 through 11/30/09 $32.40 $0.00

Total Expense From The Petition Date $32.40 $0.00

Travel Expenses Fed-Ex Fax PACER Research Westlaw TOTAL

$376.88 $0.00 $0.00 $17.00 $14.32 $0.00 $440.60

$419.25 $0.00 $0.00 $17.00 $14.88 $0.00 $483.53

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 2 of Page 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)

THIRD 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 (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 April 8, 2009 (the AFee Auditor Order@), the law firm of Warren H. Smith & Associates, P.C. ("WHS") hereby files this Third 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 $27,601.50, and the sum of $440.60 as reimbursement of actual necessary costs and expenses, for a total of $28,042.10 for the period commencing September 1, 2009 through November 30, 2009 (the "Interim Period"). In support of its Application, WHS respectfully states as follows:

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 3 of Page 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 April 8, 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) 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.

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 4 of Page 13

6.

To the best of WHS=s knowledge, this Application complies with sections 330 and

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 9.3 hours of time for $1,143.00 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 Bobbi Ruhlander, Warren H. Smith 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 $440.60 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 162.10 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 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

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 5 of Page 13

(e) the costs of comparable services other than in a case under this title. Moreover, WHS has 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 $27,601.50 as compensation for necessary professional services rendered, and the sum of $440.60 as reimbursement of actual necessary costs and expenses, for a total of $28,042.10 for the period commencing September 1, 2009 through November 30, 2009, that such sums be authorized for payment, and for such other and further relief as this Court may deem just and proper. Dated: January 11, 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

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 6 of Page 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 11th day of January, 2010. Copies of the service list may be obtained by contacting the undersigned.

Warren H. Smith

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 7 of Page 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 11th day of January, 2010.

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 8 of Page 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 THIRD INTERIM VERIFIED FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES AND NOW, this day of January, 2010, upon the Third Interim Verified Fee

Application of Warren H. Smith & Associates, P.C. for Allowance of Compensation and Reimbursement of Expenses (the "Application") dated January 11, 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 $27,601.50 as compensation for necessary professional services rendered, and the sum of $440.60 as reimbursement of actual necessary costs and expenses, for a total of $28,042.10 for the period commencing September 1, 2009 through November 30, 2009.

United States Bankruptcy Judge

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 9 of Page 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

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 10 of Page 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

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 11 of Page 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 Legal Assistant since 1982 Legal Assistant since 1984 Legal Assistant since 1989 Member of Texas Bar since 1991 Paralegal since 2005 Paralegal since 2005 Clerk since 2002 Clerk since 2002
Rate Per Hour

Name of Professional Warren H. Smith

Total Billed Hours 2.30

Total Compensation

$295

$678.50

Mark Streirer Doreen T. Williams Alexa Parnell James Wehrmann Bobbi Ruhlander Melanie White Melanie White Anthony Lopez Anthony Lopez Total

$260 $165 $170 $150 $260 $45 $130 $45 $125

29.60 0.40 73.70 28.70 0.10 2.00 11.30 12.60 1.40 162.10

$7,696.00 $66.00 $12,529.00 $4,305.00 $26.00 $90.00 $1,469.00 $567.00 $175.00 $27,601.50

Total Hours 162.10 Total Fees $27,601.50

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 12 of Page 13

Exhibit B

(see attached)

THIRD INTERIM FEE APPLICATION OF WARREN H. SMITH & ASSOCIATES, P.C. - Page 13 of Page 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

January 06, 2010

Invoice #10230

Professional Services Hours 27601162 9/1/2009 ALP Continued drafting initial report to Pachulski regarding the 1st interim period (3-5.09) (4.3) 9/2/2009 MW Update database with Pachulski's initial report for the 1st interim (.1); prepare same for service (.1). Continued drafting final revisions to initial report concerning the 1st interim period (3-5.09) (1.6); drafted e-mail to Scotta McFarland (Pachulski) regarding same (.1) 4.30 Amount 731.00

0.20

9.00

ALP

1.70

289.00

MWS Review fee application of Steptoe & Johnson for first interim period.

1.50

390.00

DTW Review and revise Pachulski 1st interim initial report (.1).

0.10

16.50

9/3/2009 MW

Update database with Deloitte Financial's July fee application.

0.20

9.00

MWS Emails with Alexa L. Parnell regarding status of initial reports.

0.10

26.00

MWS Draft initial report regarding fee application of Steptoe & Johnson for first interim period. MWS Continued review of fee application of Steptoe & Johnson for first interim period.

2.00

520.00

1.30

338.00

214 698-3868

Pacific Energy

Page

Hours 9/4/2009 JAW Proofread WHSmith's August 2009 fee statement and notice (0.6); e-mail to M. White re: revisions (0.1) 9/7/2009 MW Draft monthly fee application for August of WHS&A (.9); detailed review of all fees and expenses re same (1.1). 0.70

Amount 105.00

2.00

260.00

9/8/2009 MWS Finish drafting initial report regarding fee application of Steptoe & Johnson for first interim period (0.7); forward same to Alexa L. Parnell (0.1). MWS Draft initial report regarding fee application of Meyers Norris Penny for first interim period (3.0); forward same to Alexa L. Parnell (0.1). ALP Drafted final revisions to initial report to Steptoe & Johnson regarding 1st interim period (3-5.09) (.8) Update database with 1st Interim Revised I.R. for Steptoe

0.80

208.00

3.10

806.00

0.80

136.00

AL

0.10

4.50

DTW Review and revise 1st initial report for Steptoe (.1).

0.10

16.50

9/9/2009 MWS Draft initial report regarding fee application of Rutan & Tucker for first interim period (2.7); forward same to Alexa L. Parnell (0.1); revise and send revised version to Alexa L. Parnell (0.1). DTW Review and revise 1st interim initial report for Meyers (.1).

2.90

754.00

0.10

16.50

ALP

Drafted and responded to e-mails with Robbin Itkin (Steptoe) regarding Steptoe's initial report concerning 1st interim period (3-5.09) (.1) Drafted final revisions to initial report to Rutan regarding 1st interim period (3-5.09) (1.1) Drafted and responded to e-mails from Lynn Wolf (Schully) regarding Schully's expense detail concerning 1st interim period (3-5.09) (.2) Drafted final revisions to initial report to Meyers Norris regarding 1st interim period (3-5.09) (1.2); drafted e-mail to Scotta McFarland regarding same (.1) Update database with Perl Billing for the months of July, May, March, April, and August

0.10

17.00

ALP

1.10

187.00

ALP

0.20

34.00

ALP

1.30

221.00

AL

0.20

9.00

Pacific Energy

Page

Hours 9/9/2009 AL Update database with I.R. to Meyers 1st Inerim 3-5-09 0.20

Amount 9.00

9/10/2009 ALP

Drafted and responded to e-mails with Penelope Parmes (Rutan) regarding response to initial report concerning the 1st interim period (3-5.09) (.2)

0.20

34.00

DTW Review Rutan 1st initial report (.1).

0.10

16.50

MW

Electronic filing with court of Monthly Fee Application of WHS&A for August 2009 (.2); fax same to debtor's counsel (.1); update database with same (.1). Draft Assist with the preparation of monthly invoice of WHSA.

0.40

18.00

AL

0.30

37.50

AL

Update database with Initial Response Rutann 1st interim 3-5.09

0.20

9.00

AL

Update database with Jansen Lunny Fee Auditor's I.R.

0.20

9.00

MWS receive and review final versions of initial reports regarding Rutan & Tucker and Meyers Norris Penny. 9/15/2009 MWS receive and review Steptoe's first interim fee application.

0.20

52.00

0.10

26.00

9/22/2009 JAW detailed review of Steptoe June 2009 fee application (1.2)

1.20

180.00

JAW detailed review of Schully Roberts June 2009 fee application (1.5); draft summary of same (0.2) 9/23/2009 JAW Detailed review of Rutan & Tucker June 2009 fee application (1.6); draft summary of same (0.2) JAW Draft summary of Steptoe June 2009 fee application (1.10)

1.70

255.00

1.80

270.00

1.10

165.00

MW

Update database with completed summary from J. Wehrmann.

0.10

4.50

Pacific Energy

Page

Hours 9/24/2009 JAW Detailed review of Pachulski June 2009 fee application (3.8); draft summary of same (0.7) ALP Reviewed Schully Roberts amended interim fee application regarding the 1st interim period (3-5.09) (1.1) Reviewed Pachulski's response to initial report concerning 1st interim period (3-5.09) (3.4) Update database with 1st Interim Fee App. for Schully 4.50

Amount 675.00

1.10

187.00

9/25/2009 ALP

3.40

578.00

9/27/2009 AL

0.20

9.00

AL

Update database with Pachulski 1st Interim Response to fee auditor's report.

0.10

4.50

9/28/2009 ALP

Reviewed Rutan & Tucker's response to initial report regarding the 1st interim period (3-5.09) (2.5) Drafted and responded to e-mails with Katherine Piper (Steptoe) regarding Steptoes' response to initial report regarding the 1st interim period (3-5.09) (.2) Update database with Steptoe & Johnson August Fee Invoice

2.50

425.00

ALP

0.20

34.00

AL

0.20

9.00

MWS receive and review response of Rutan & Tucker to initial report (0.1); receive and review response of Steptoe & Johnson to initial report (0.1). ALP Reviewed Steptoes' response to initial report regarding the 1st interim period (3-5.09) (2.1) Reviewed Schully Roberts Amended Interim Fee Application, including all fee and expense detail regarding 1st interim period (3-5.09) (4.3); extended telephone conference with Lynn Wolf (Schully) regarding same (.2) Several extended telephone conferences with Lynn Wolf (Schully) regarding Schully amending its interim fee application concerning the 1st interim period (3-5.09) (.3) Draft monthly application for compensation of Warren H. Smith & Associates (.5); detailed review of fees and expenses re same (1.0); send same to J. Wehrmann for review (.1).

0.20

52.00

2.10

357.00

9/29/2009 ALP

4.50

765.00

9/30/2009 ALP

0.30

51.00

10/1/2009 MW

1.60

208.00

Pacific Energy

Page

Hours 10/2/2009 AL Update database with Pachulski's August Fee Application 0.30

Amount 13.50

JAW Proofread WH Smith & Assoc. September 2009 fee detail and notice (0.2); e-mail to M. White regarding any revisions to same (0.1) ALP Extended telephone conference with Jason Tuffs (Meyers Norris) regarding initial report regarding the 1st interim period (3-5.09) (.3) Update database with Rutan Tucker's August Fee Application

0.30

45.00

0.30

51.00

10/5/2009 AL

0.30

13.50

MW

Update database with 2nd Amended interim application of Schully.

0.20

9.00

MW

detailed review of 2nd interim fees and expenses in preparation for filing application (2.5); draft 2nd interim fee application of WHSA (1.4); send same to J. Wehrmann for review (.1). Continue drafting 2nd interim fee application of WHSA (1.5).

4.00

520.00

10/6/2009 MW

1.50

195.00

JAW Proofread WH Smith & Assoc. 2nd Interim Fee Application (0.2); e-mail to M. White regarding any revisions to same (0.1) 10/7/2009 AL Update database with 2nd Interim Fee Application for WHSA

0.30

45.00

0.40

18.00

10/8/2009 AL

Update database with Pachulski's August Fee Detail

0.20

9.00

JAW detailed review of Steptoe & Johnson July 2009 fee application (1.4); draft summary of same (0.2) JAW detailed review of Rutan & Tucker July 2009 fee application (1.5)

1.60

240.00

1.50

225.00

MWS Receive and review response of Meyers Norris to initial report

0.30

78.00

10/9/2009 AL

Update database with Pepper Hamilton's June through August Fee Application

0.20

9.00

Pacific Energy

Page

Hours 10/9/2009 AL Update database with Norris' Response to Fee Auditor Report 0.20

Amount 9.00

JAW Continue detailed review of Rutan & Tucker July 2009 fee application (2.1); draft summary of same (0.6) 10/12/2009 JAW detailed review of Pachulski July 2009 fee application (4.7)

2.70

405.00

4.70

705.00

10/13/2009 AL

Update database with Lazard's Electronic June, July, & August Fee Application's

0.30

13.50

JAW Draft summary of Pachulski July 2009 fee application (0.5)

0.50

75.00

10/14/2009 AL

Update database with Millstream's August Fee Application

0.30

13.50

10/16/2009 AL

Update database with Steptoe's June - August Fee Application

0.30

13.50

10/18/2009 AL

Update database with Pepper Hamilton's September Fee Application

0.30

13.50

10/19/2009 AL

Update database with Millstream's August Fee Application

0.40

18.00

AL

Update database with Rutan's June thru August Fee Application

0.30

13.50

ALP

Drafted and responded to e-mails with Lynn Wolf (Schully Roberts) regarding electronic data needed for July, 2009 (.2)

0.20

34.00

JAW detailed review of Schully Roberts July 2009 fee application (2.4)

2.40

360.00

JAW Draft e-mail to ALP regarding Schully Roberts billing issues for fee application (0.2) AL Update database with Steptoe's 2nd Interim Fee Application

0.20

30.00

0.30

13.50

Pacific Energy

Page

Hours 10/19/2009 AL Update database with Pachulski's July Summary 0.20

Amount 9.00

AL

Update database with Rutan's July Summary

0.20

9.00

AL

Update database with Steptoe's June summary & exhibits

0.30

13.50

10/20/2009 AL

Update database with Schully's Fee Detail for July

0.30

13.50

AL

Update database with Schully's June thru August Fee Application

0.30

13.50

AL

Update database with Leob's June thru August Fee Application

0.30

13.50

ALP

Reviewed Schully Roberts monthly and interim fee applications regarding the 2nd interim period (6-8.09) (3.1)

3.10

527.00

JAW detailed review of Schully Roberts July 2009 fee application (1.9)

1.90

285.00

10/21/2009 AL

Draft CNO for September's Invoices

0.30

13.50

10/23/2009 AL

Update database with Steptoe's September Fee Application

0.40

18.00

10/26/2009 AL

Update database with Zolfo's July Fee Application

0.30

13.50

10/27/2009 AL

Electronic filing with court of September's CNO

0.40

18.00

ALP

Drafted and responded to e-mails with Rebecca Schuett (Meyers Norris) regarding final report concerning 1st interim period (3-5.09). (.1) Update database with Lunny's September Fee Application

0.10

17.00

10/28/2009 AL

0.30

13.50

Pacific Energy

Page

Hours 10/29/2009 ALP Drafted and responded to numerous e-mails with: Scotta McFarland (Pachulski) and Lynn Wolf (Schully Roberts) regarding responses needed from Lazard, Jensen Lunny and Schully Roberts to initial reports concerning 1st interim period (3-5.09) (.3) 0.30

Amount 51.00

10/30/2009 MWS review email from Alexa L. Parnell to Scotta McFarland regarding Lazard non-response and review served ir (0.1); review partial response received from Lazard (0.2). AL Update database with Deloitte Financial's August Fee Application

0.30

78.00

0.20

9.00

11/3/2009 AL

Work With M. White on drafting monthly application of compensation of Warren H. Smith & Associates (.5); detailed review re same (.4); send same to J. Wehrmann for review (.1); efiling re same (.1) Work with A. Lopez to draft monthly application for compensation (.3); detailed review of same (.2).

1.10

137.50

MW

0.50

65.00

MWS receive and review service list for final reports.

0.10

26.00

JAW Proofread WHSmith & Assoc. October 2009 fee detail and Notice (0.2); e-mail to M. White regarding any necessary revisions to same (0.1) 11/4/2009 MWS draft final report regarding fee application of Rutan & Tucker.

0.30

45.00

1.40

364.00

ALP

Reviewed Pachulski's monthly and interim fee applications (.8); reviewed Pachulski's response to initial report regarding 1st interim period (3-5.09) (1.6)

2.40

408.00

MWS draft final report regarding fee application of Meyers Norris Penny . 11/5/2009 AL Receive and finalize Pachulski's 1st Interim FR (.1); efiling with court of re same (.2) Update database with Pachulski's September Fee Application ( Hard Copy)

2.30

598.00

0.30

13.50

AL

0.10

4.50

AL

Update database with Lazard's 1st Interim Response

0.10

4.50

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Hours 11/5/2009 ALP Drafted final report to Jensen Lunny regarding 1st interim period (3-5.09) (3.6) 3.60

Amount 612.00

WHS detailed review of FR Pachulski 2nd int 3-5 09

0.20

59.00

MW

research regarding Millstream's responses or objections to our Final Reports on PACER (.5); confer with A. Parnell re same (.1).

0.60

78.00

MWS review email from B. Dunn of Lazard re response to initial report (0.1); receipt and preliminary review of Lazard response (0.3). ALP Reviewed Jensen Lunny's response to initial report concerning 1st interim period (3-5.09) (1.4) Drafted final report to Pachulski regarding 1st interim period (3-5.09) (3.8)

0.40

104.00

1.40

238.00

ALP

3.80

646.00

AL

Update database with Deloitte's 2nd Interim Fee Application (electronic version)

0.10

4.50

11/6/2009 MWS draft final report regarding fee application of Steptoe and Johnson for first interim period. ALP Drafted final revisions to final report to Rutan & Tucker regarding 1st interim period (3-5.09) (1.4) Drafted final revisions to final report to Meyers Norris regarding 1st interim period (3-5.09) (1.2) Electronic filing with court of First Interim FR for Jensun Lunny

2.60

676.00

1.40

238.00

ALP

1.20

204.00

AL

0.20

9.00

MWS further analysis of Rutan final report issues (1.30); draft Rutan final report (0.90). MWS further analysis of MNP final report issues (0.9); draft MNP final report (1.0).

2.20

572.00

1.90

494.00

WHS detailed review of, and revisions to, FR Jensen 1st int 3-5.09.

0.30

88.50

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10

Hours 11/6/2009 AL Electronic filing with court of Rutan's 1st Interim IR 0.20

Amount 9.00

AL

Electronic filing with court of October Monthly Fee Application of WHSA

0.20

9.00

WHS detailed review of, and revisions to, FR Rutan 1st int 3-5.09

0.20

59.00

11/8/2009 MWS revise final report regarding fee application of Meyers Norris Penny.

0.80

208.00

MWS draft Lazard final report.

0.60

156.00

11/9/2009 ALP

Reviewed Schully's 2nd Amended Fee Application (plus exhibits) regarding the 1st interim period (3-5.09) (3.3) Drafted final report to Schully Roberts regarding the 1st interim period (3-5.09) (4.3) Drafted final revisions to omnibus final report for those with no objections regarding the 1st interim period (3-5.09) (.6) Researched Pacer regarding 2nd Amended Fee Application filed by Schully Roberts regarding the 1st interim period (3-5.09) (.3) Drafted final revisions to final report to Steptoe & Johnson regarding 1st interim period (3-5.09) (.9)

3.30

561.00

ALP

4.30

731.00

ALP

0.60

102.00

ALP

0.30

51.00

ALP

0.90

153.00

BSR Receive and review draft final report re Schully for the 1st interim period

0.10

26.00

AL

Electronic filing with court of Steptoe's 1st Interim FR

0.20

9.00

AL

Electronic filing with court of FR for Meyers Norris 1st Q

0.20

9.00

MW

Conference with S. McFarland and A. Parnell re status of received 2nd interim fee applications.

0.20

26.00

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Hours 11/9/2009 WHS detailed review of, and revisions to, FR Meyers 1st int 3-5.09 0.30

Amount 88.50

WHS detailed review of, and revisions to, FR Steptoe 1st int 3-5.09

0.30

88.50

MWS emails with Alexa L. Parnell regarding Steptoe final report (0.1); revise Steptoe final report (0.2). 11/10/2009 ALP Drafted and responded to numerous e-mails with Scotta McFarland and Kathe Finlayson (Pachulski) regarding the status of filed monthly and interim fee applications regarding the 2nd interim period (6-8.09) (.5); several telephone conferences with Melanie White regarding same (.3)

0.30

78.00

0.80

136.00

WHS detailed review of, and revisions to, FR Schully 1st int 3-5.09

0.50

147.50

WHS detailed review of FR re Applications With No Objections 1Q 3-5.09.

0.20

59.00

ALP

Drafted final revisions to final report to Schully Roberts regarding the 1st interim period (3-5.09) (2.3); extended telephone conference with Warren Smith regarding same (.2) Update database with Rutan's July, August, & September Fee Application & Detail

2.50

425.00

AL

0.20

9.00

11/12/2009 MWS Work on Lazard final report.

1.10

286.00

JAW detailed review of Rutan & Tucker September 2009 fee application (1.0); draft summary of same (0.3) 11/13/2009 MWS review and reconcile original and revised time records (1.5); finish drafting Lazard final report (1.6).

1.30

195.00

3.10

806.00

ALP

Drafted final revisions to Lazard's final report regarding 1st interim period (3-5.09) (1.6) Update database with Lazard's 1st Interim FR

1.60

272.00

AL

0.10

4.50

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12

Hours 11/13/2009 AL Update database with Lazard's 2nd Interim Response 0.10

Amount 4.50

MW

Update database with 1st interim omnibus final report (.1), Schully's 1st interim final report and exhibits (.2); electronic filing re same (.2); Schully's 2nd interim fee application (.1), Rutan's 2nd interim fee application (.1); confer with S. McFarland regarding receipt of Loeb & Loeb's 2nd interim fee detail (.2). Draft updated spreadsheet to A. Parnell, S. McFarland and W. Smith re status of received 2nd interim applications.

0.90

40.50

MW

0.30

39.00

11/15/2009 WHS detailed review of, and revisions to, FR Lazard 1st int 3-5 09

0.30

88.50

11/16/2009 AL

Update database with Zolfo's August Fee Application (Hard Copy)

0.10

4.50

AL

Electronic filing with court of Lazard's First Interim FR

0.30

13.50

11/23/2009 ALP

Drafted and responded to e-mails with James O'Neill (Pachulski) regarding preparation for 12/8/09 fee app hearing (.1) Update database with Pepper's October Fee Application (Hard Copy)

0.10

17.00

AL

0.10

4.50

11/25/2009 AL

Update database with Rutan's October Fee Application (electronic)

0.10

4.50

AL

Update database with Steptoe's October Fee Application (electronic)

0.10

4.50

11/29/2009 ALP

Reviewed Schully Roberts monthly and interim fee applications regarding the 2nd interim period (6-8.09) (3.6) Reviewed Pachulski's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (4.2) Reviewed Millstream Energy's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (5.1)

3.60

612.00

ALP

4.20

714.00

11/30/2009 ALP

5.10

867.00

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Hours 11/30/2009 ALP Reviewed Jensen Lunny's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (4.4) Reviewed order regarding 12/8 fee hearing (.3); drafted and responded to e-mails with Kathe Finlayson (Pachulski) and Warren Smith and Melanie White regarding same (.1) detailed review of Proposed Order regarding fees for the first interim hearing (.5); draft email to W. Smith and A. Parnell re same (.1). Draft CNO Re October Monthly Application (.4); Efiling of re same (.3) 4.40

Amount 748.00

ALP

0.40

68.00

MW

0.60

78.00

AL

0.70

31.50

AL

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

0.10

4.50

AL

Update database with Steptoe's October Fee Application ( Hard Copy)

0.10

4.50

AL

Update database with Jensen's 2nd Monthly Fee Application (electronic)

0.10

4.50

AL

Update database with Jensen's 1st Monthly Fee Application (electronic)

0.10

4.50

AL

Update database with Jensen's 1st Q Fee Application (electronic)

0.10

4.50

For professional services rendered Additional Charges : 9/30/2009 Third party copies & document prep/setup.

162.10 $27,601.50

23.21

PACER Charges

14.00

Fax Charges

15.00

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14

Amount 9/30/2009 Copying cost 22.10

10/31/2009 Copying cost

2.90

Fax

2.00

Third party copies & document prep/setup.

127.30

Pacer Charges

0.32

11/30/2009 Copying cost ten cents per page

7.40

Third party copies & document prep/setup.

226.37

Total additional charges

$440.60

Total amount of this bill

$28,042.10

Timekeeper Summary Name Alexa L. Parnell Anthony Lopez Anthony Lopez Bobbi S. Ruhlander Doreen Williams James A. Wehrmann Mark W Steirer Melanie White Melanie White Warren H Smith

Hours 73.70 1.40 12.60 0.10 0.40 28.70 29.60 11.30 2.00 2.30

Rate 170.00 125.00 45.00 260.00 165.00 150.00 260.00 130.00 45.00 295.00

Amount $12,529.00 $175.00 $567.00 $26.00 $66.00 $4,305.00 $7,696.00 $1,469.00 $90.00 $678.50