Fee Auditor'S Amended Final Report - Page 1: Pac Amended FR Zolfo 7th 8th Final 3.09-12.10.wpd

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In Re:
)
)
)
)
)
)
PACIFIC ENERGY RESOURCES,

LTD., et al.,
Debtors.
Chapter 11
Case No. 09-10785 (KJC)
(Jointly Administered)
FEE AUDITORS AMENDED FINAL REPORT REGARDING COMPENSATION AND

STAFFING REPORTS OF ZOLFO COOPER MANAGEMENT, L.L.C., FOR
COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR
FIRST INTERIM PERIOD AND FINAL APPLICATION
PERIOD OF MARCH 9, 2009 THROUGH DECEMBER 15, 2010
This is the amended final report of Warren H. Smith & Associates, P.C., acting in its capacity
as fee auditor in the above-captioned bankruptcy proceedings, regarding the Compensation and
Staffing Reports of Zolfo Cooper Management, L.LC., Regarding Compensation and
Reimbursement of Expenses for the Period of March 9, 2009 through December 15, 2010 (the
Application).
BACKGROUND
1.
Zolfo Cooper Management, L.LC. (Zolfo Cooper), was retained to provide
restructuring management services to the debtors-in-possession. In the Application, Zolfo Cooper

seeks approval of fees and expenses in the following amounts: fees totaling $1,060,952.00 and
expenses totaling $102,552.45 for its services from March 9, 2009 through May 31, 20091 (the First
Interim Period); approval of a success fee in the amount of $1,000,000.00; and final approval of
We were not served with Zolfo Coopers compensation reports for March through May
2009 at the time of their filing. Accordingly, we are addressing the fees and expenses for that
period in this report.
FEE AUDITORS AMENDED FINAL REPORT - Page 1
pac Amended FR Zolfo 7th 8th Final 3.09-12.10.wpd
fees totaling $3,585,988.252 and expenses totaling $184,180.14 3 for its services from March 9, 2009
through December 15, 2010 (the Final Application Period).
2.
In conducting this audit and reaching the conclusions and recommendations
contained herein, we reviewed in detail the Application in its entirety, including each of the time and
expense entries included in the exhibits to the Application, for compliance with Local Rule 2016-2
of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended
Effective February 1, 2011, and the United States Trustee Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330, Issued January 30,
1996 (the Guidelines), as well as for consistency with precedent established in the United States
Paragraph 2(e) of the retention order authorizes Zolfo Cooper to file compensation
reports instead of fee applications. Accordingly, Zolfo Cooper has not filed a final fee
application containing an aggregate request for allowance of all fees charged to date. However,
we calculate that the sum of all fees charged in Zolfo Coopers prior compensation reports
($2,587,410.25), plus the $1,000,000 success fee, less the $1,422 in fee reductions ordered for
the Third and Fourth Interim Periods, is $3,585,988.25. Zolfo Cooper addressed the $1,422 in
fee reductions ordered for the Third and Fourth Interim Periods, which periods are discussed in
more detail in paragraph 19, by refunding that amount to the debtor, as is explained further in
paragraph 15 below. Zolfo Cooper has not charged any fees for the Seventh and Eighth Periods.
We note that the Court has ruled on the First through Sixth Interim Periods but has not ruled on
the Seventh and Eighth Interim Periods.
3
Paragraph 2(e) of the retention order authorizes Zolfo Cooper to file compensation
reports instead of fee applications. Accordingly, Zolfo Cooper has not filed a final fee
application containing an aggregate request for allowance of all expenses charged to date.
However, we calculate that the sum of all expenses charged in Zolfo Coopers prior
compensation reports ($193,049.70), less the $8,869.56 in expense reductions for the Second,
Third, and Fourth Interim Periods, is $184,180.14. These prior periods are discussed in more
detail in paragraph 19. Zolfo Cooper addressed the $6,869.95 in expense reductions ordered for
the Second Interim Period through a credit on a subsequent invoice, and Zolfo Cooper addressed
the $1,422 in expense reductions ordered for the Third and Fourth Interim Periods by refunding
that amount to the debtor, as is explained further in paragraph 15 below. Zolfo Cooper has not
charged any expenses for the Seventh and Eighth Periods. We note that the Court has ruled on
the First through Sixth Interim Periods but has not ruled on the Seventh and Eighth Interim
Periods.
Bankruptcy Court for the District of Delaware, the United States District Court for the District of
Delaware, and the Third Circuit Court of Appeals. We served on Zolfo Cooper an initial report
based on our review, and received a response from Zolfo Cooper, portions of which response are
quoted herein. We then filed and served a final report, which prompted further discussions with
Zolfo Cooper regarding the issues addressed in paragraph 9 of this report. In view of those
discussions, we are filing this amended final report.
DISCUSSION
First Interim Period
3.
In our initial report, we noted that the activity descriptions for a number of the time
entries on pp. 17-23 of the fee detail for April 2009 are cut off by the Hourly Rate column. We
asked Zolfo Cooper to provide legible copies of these fees. Zolfo Cooper provided the following
response:
In response to Discussion Item No. 3, please see Exhibit A, appended hereto, which
is the reformatted time entries for April 2009, to include activity descriptions detail
which was inadvertently omitted.
We appreciate this response. We reviewed the time entries in question and identified several that
implicate the concerns addressed in paragraph 6 below:
04/17/09
JDC
0.9
355.50
04/17/09
JDC
2.1
829.50
04/24/09
JDC
2.3
908.50
04/30/09
MC
0.3
157.50
Review Zolfo bill to Pacific against individual time

entries to determine if they match up.
Prepare bi-monthly time and expense report for
Pacific invoicing.
Prepare time descriptions and invoice for March.
Check time descriptions against hours billed on
hourly time sheets.
Follow up on ZC invoicing to date.
For the reasons stated in paragraph 6 below, we recommend a reduction of $2,251.00 in fees.
4.
In our initial report, we noted two inadequately detailed time entries for travel time

that is not clearly related to work on this matter:

03/13/09
03/15/09
KST
KST
9.0
9.0
2,025.00
2,025.00
Travel
Travel
Moreover, as these are the only time entries for Mr. Tomossonie for the period from March 12
through March 15, it is not clear why he traveled or why the time was billed to the estate. We asked
Zolfo Cooper to provide further explanation regarding these time entries. Zolfo Cooper provided
the following response:
Mr. Tomossonie flew to LAX to work from the Pacific Energy Offices in Long
Beach on Monday 3/8 and worked on the Pacific Energy case through Wednesday
3/11. Mr. Tomossonie returned to NY on Friday 3/13 and then returned to Long
Beach for work the next week on Sunday 3/15.
We appreciate this response and have no objection to the associated fees.
5.
In our initial report, we noted several other inadequately detailed time entries for
travel time:
03/23/09
03/27/09
03/29/09
03/09/09
03/13/09
03/15/09
03/22/09
KST
KST
KST
JDC
JDC
JDC
JDC
9.0
9.0
9.0
11.5
8.0
9.0
9.9
2,025.00
2,025.00
2,025.00
2,271.25
1,580.00
1,777.50
1,955.25
Travel
Travel
Travel
Non-working travel
Travel
Travel
Non-working travel
We asked Zolfo Cooper to provide further explanation regarding these fees. Zolfo Cooper provided
the following response:
In response to Discussion Item No. 5, please see Exhibit C, appended hereto for
further detail of certain of Zolfo Cooper's travel time entries, including the points
between which Zolfo Cooper's professionals traveled in each instance.
We appreciate this response and have attached the referenced exhibit hereto as Response Exhibit 1.
We have no objection to the items in question.

6.
In our initial report, we noted a few time entries that reflect activities that, as
described, are difficult to distinguish from internal Zolfo Cooper administrative activities rather than
billable services:
03/17/09
03/19/09
03/24/09
KST
KST
KST
1.5
0.5
1.0
675.00
225.00
450.00
04/30/09
JDC
1.2
474.00
04/15/09
04/16/09
04/17/09
04/30/09
04/24/09
MC
MC
MC
MC
ESK
2.0
0.5
1.0
0.3
0.3
1,050.00
262.50
525.00
157.50
127.50
05/12/09
05/04/09
05/14/09
05/14/09
MC
KST
KST
KST
0.6
2.0
0.5
3.0
315.00
900.00
225.00
1,350.00
Engagement Administration.
Engagement Administration.
Engagement Administration. File various documents
into binders for easy reference by other parties.
Review billings for Zolfo in order to determine proper
retainer / excess advance balance. Discuss calc....
[activity description truncated]
Review draft Zolfo Cooper invoices
Review and make corrections to draft ZC invoices
Review and make corrections to draft ZC invoices
Follow up on ZC invoicing to date
Participated in discussions with ZC professionals
regarding ZCs success fee.
Review April Zolfo invoice
Review hours and expenses for April invoicing
Preliminary invoice preparation
Preliminary invoice preparation
We asked Zolfo Cooper to explain why these activities should be considered billable services rather
than administrative overhead activities. Zolfo Cooper provided a response that is attached hereto
as Response Exhibit 2. We appreciate this response and accept the explanation regarding the
Engagement Administration time entries and the time entry for ESK. With respect to the other
time entries, which relate to the preparation of invoices, we believe the same reasoning applies as
was used in our analysis of similar time entries in our final reports for the third and fourth interim
periods.4 While some of a firms activities in preparing a fee application, including drafting the
narrative, are compensable, we believe that the compensable activities are limited to those necessary
to conform an ordinary invoice (of the sort that would be issued in a non-bankruptcy matter) to the
Docket no. 1613 ( 3) and docket no. 1890 ( 8).

requirements of applicable bankruptcy law and bankruptcy court orders. We interpret the above time
entries as reflecting non-compensable administrative activities. Thus we recommend a reduction
of $5,259.00 in fees.
7.
In our initial report, we noted that on several occasions Zolfo Cooper professionals
appear to have billed the estate for recording their time and expenses:
03/10/09
JDC
0.5
197.50
03/17/09
03/17/09
03/17/09
05/04/09
05/04/09
JDC 0.5
JDC 0.4
JDC 0.6
MC 1.0
LCV 0.5
197.50
158.00
237.00
525.00
112.50
Created a file to track personal daily time

descriptions. Recorded days work.
Recorded weekly time / expenses.
Work on time reports.
Work on time reports.
Review and prepare time and expenses
Prepared time descriptions.
While a bankruptcy court may award fees for the time spent on the preparation of a fee application,
the recording of a professionals time and the submission of expense reimbursement requests are
ordinary administrative activities that would need to be performed in non-bankruptcy engagements.
Accordingly, they are deemed non-compensable activities. We asked Zolfo Cooper to explain why
these activities should be considered compensable. Zolfo Cooper provided the following response:
In response to Discussion Item No. 7, Zolfo Cooper has agreed to reduce its fees
by $1,427.50, for time incurred for ordinary administrative activities.
We appreciate this response and thus recommend a reduction of $1,427.50 in fees.
8.
In our initial report, we noted that all of the expense items described as Ground
Transportation are inadequately detailed. We asked Zolfo Cooper to provide further explanation
regarding these charges. Zolfo Cooper provided the following response:
In response to Discussion Item No. 8, please see Exhibit D, appended hereto for
further detail of Zolfo Cooper's Ground Transportation, including the mode of
transportation, the class of carriage for train travel, and the points between which
Zolfo Cooper's professionals were transported, and the number of hours the
professional worked on this matter on the day the meal expense was charged.
We appreciate this response and have attached the referenced exhibit hereto as response Exhibit 3.
First, we recommend a reduction for the extra cost ($67 each way) for the first-class rail travel.
Additionally, Exhibit A attached hereto reflects a number of car service charges for which we are
recommending reductions according to the following guidelines: (1) the reasonable cost of a taxi
between Long Beach and LAX is $80,5 (2) the reasonable fare between Manhattan and JFK is $60,6
and (3) the reasonable fare from LaGuardia to Manhattan is $35 and (3) with respect to less easily
quantifiable itineraries, we generally recommend a 50% reduction. As is indicated on Exhibit A,
we recommend a reduction of $5,466.73 in expenses for the car service charges. Including the
$134.00 for rail fares, we recommend a reduction of $5,600.73 in expenses.
9.
In our initial report, we noted that all of the expense items described as Air
Transportation are inadequately detailed. For each such charge, we asked Zolfo Cooper to provide
further explanation. Zolfo Cooper provided the following response:
In response to Discussion Item No. 9, please see Exhibit E, appended hereto for
further detail of Zolfo Cooper's Air Transportation Charges, including the class of
carriage, the airport of origin and the destination, and whether the fare was for
one-way or round-trip travel.
We appreciate this response and have attached the referenced exhibit hereto as Response Exhibit 4.
We note that Zolfo Cooper has offered $1,688 in reductions, and we have no objection to the
See http://www.taxifarefinder.com/main.php?city=LA. This figure was determined in

March 2010 in connection with the preparation of our final report regarding Zolfo Coopers
compensation for the second interim period. It is thus more likely to accurately reflect the fare at
the relevant time than would an updated figure.
6
See http://www.nyc.gov/html/tlc/html/passenger/taxicab_rate.shtml. This figure was

determined in March 2010 in connection with the preparation of our final report regarding Zolfo
Coopers compensation for the second interim period. It is thus more likely to accurately reflect
the fare at the relevant time than would an updated figure.
remainder of the airfare expenses. Accordingly, we recommend a reduction of $1,688.00 in

expenses.
10.
In our initial report, we noted that all of the expense items described as Hotel
Charges are inadequately detailed. For each such charge, we asked Zolfo Cooper to provide further
explanation. Zolfo Cooper provided the following response:
In response to Discussion Item No. 10, please see Exhibit F, appended hereto for
further detail of Zolfo Cooper's Hotel Charges, including the hotel name, hotel
location, and the number of nights of lodging covered by the charge.
We note Zolfo Coopers voluntary reduction of $24.92 and have no objection to the remainder of
these charges. Thus, we recommend a reduction of $24.92 in expenses.
11.
In our initial report, we noted that all of the expense items described as Meals are
inadequately detailed. We asked Zolfo Cooper to provide further explanation regarding each of
these charges and it responded:
In response to Discussion Item No. 11, please see Exhibit G, appended hereto for
further detail of Zolfo Cooper's Meal charges, including the number of diners, the
reason the cost of the meal was charged, and the city in which the meal was
consumed, and the number of hours the professional worked on this matter on the
day the meal expense was charged. Further, we confirm that the numeral in
parentheses in our fee statement denoted the number of diners for the indicated meal.
Note that our Firm's internal employee policy establishes a meal cap at thirty dollars
($30.00) for lunch and fifty dollars ($50.00) for dinner for Zolfo Cooper diners
(absent unusual circumstances.) As such, all of the meals charged are reasonable and
are subject to our Firm's policy on meal caps.
We have no objection to any of these items other than the working lunches set forth on Exhibit B.
Accordingly, we recommend a reduction of $98.21 in expenses.
12.
In our initial report, we noted several inadequately detailed Travel & Lodging

charges:
3/16/2009
3/27/2009
4/7/2009
4/15/2009
4/17/2009
4/30/2009
5/15/2009
5/22/2009
Scott Winn
Scott Winn
Scott Winn
Scott Winn
Scott Winn
Scott Winn
Scott Winn
Scott Winn
Travel & Lodging

Travel & Lodging
Travel & Lodging
Travel & Lodging
Travel & Lodging
Travel & Lodging
Travel & Lodging
Travel & Lodging
$50.00
$50.00
$50.00
$25.00
$50.00
$50.00
$60.00
$50.00
We asked Zolfo Cooper to provide further explanation regarding each of these charges. Zolfo
Cooper provided the following response:
In response to Discussion Item No. 12, please see Exhibit H, appended hereto for
further detail of certain of Zolfo Cooper's "Travel & Lodging" charges.
We have no objection to these items.
13.
3/19/2009
4/15/2009
4/30/2009
3/31/2009
5/26/2009
5/26/2009
5/15/2009
5/30/2009
5/9/2009
4/30/2009
In our initial report, we noted several inadequately detailed telephone charges:

Scott Winn
Scott Winn
K. Tomossonie
Scott Winn
Scott Winn
Mark Cervi
K. Tomossonie
Jesse DelConte
Telephone
Telephone
Telephone
Telephone
Telephone
Telephone
Telephone
Telephone
Telephone
Telephone - Premiere Global Services
$43.79
$64.66
$125.93
$91.84
$143.28
$46.35
$66.80
$150.72
$31.15
$359.82
We asked Zolfo Cooper to explain these charges. If any were allocated charges, we asked Zolfo
Cooper to explain the basis for the allocation. Zolfo Cooper provided the following response:
In response to Discussion Item No. 13, please see Exhibit I, appended hereto for
further detail of certain of Zolfo Cooper's telephone charges.
We appreciate this response, have attached the referenced exhibit hereto as response Exhibit 8, and

have no objection to these charges.

14.
Thus we recommend approval of fees totaling $1,053,664.50 ($1,060,952.00 minus
$7,287.50) and expenses totaling $93,490.59 ($102,552.45 minus $9,061.86) for Zolfo Coopers
services for the First Interim Period.
Final Application Period
15.
We previously recommended reductions regarding Zolfo Coopers fees and expenses
for the Second, Third, and Fourth Interim Periods. See paragraph 19 below. On each occasion, after
the filing of our respective final report, Zolfo Cooper filed a certification to the effect that the fees
and expenses would be deducted from subsequent invoices. These certifications, filed at docket nos.
1390,7 1643, and 1901, were dated March 4, 2010, June 8, 2010, and September 23, 2010. We note
that four compensation reports were filed after the date of the first certification, at docket nos. 1456,
1498, 1543, and 1753. The February 2010 report (docket no. 1543) reflects a deduction in the
amount of $6,869.95 to account for the expense reduction for the Second Interim Period. The
reductions for the Third and Fourth Interim Periods, however, do not appear to be accounted for in
these invoices. We asked Zolfo Cooper to indicate where these deductions are reflected or confirm
that a credit is due the estate. Zolfo Cooper provided the following response:
In response to Discussion Item No. 14, the reduction for the Third and Fourth Interim
Periods was reimbursed to Pacific Energy on March 28, 2011, by way of a check no.
31892 in the amount of $3,421.61, payable to Pacific Energy and mailed to the
attention of Mr. Gerry Tywoniuk. This check was paid on April 2, 2011.
We appreciate this response.
16.
Zolfo Cooper seeks allowance of a success fee in the amount of $1,000,000 based
This first certification was filed again at docket no. 1439.

on paragraph 3(a) of the Retention Order, which authorizes a $1,000,000 success fee earned upon
the occurrence of several contingencies, one of which is the confirmation of a plan which is
consented to by the lenders. This contingency has occurred, and Zolfo Cooper is therefore entitled
to a Success Fee, though the amount of the fee remains to be decided. We note that paragraph 2(f)
of the Retention Order states that Success fees, transaction fees, or other back-end fees shall be
approved by the Court at the conclusion of the case on a reasonableness standard and are not being
pre-approved by entry of this order.
17.
Thus, it appears that the Success Fee is governed by the reasonableness standard of
11 U.S.C. 330, as the Application itself acknowledges at p. 18. According to the Third Circuit,
a bankruptcy court is generally required to award an applicant a fee that is "reasonable" in light of
certain factors set out in section 330(a)(1) of the Bankruptcy Code. In re Federal Mogul-Global,
Inc., 348 F.3d 390, 396-97 (3d Cir. 2003). The determination of a restructuring or success fee's
reasonableness is a two-part analysis involving (1) the market value of the services rendered and (2)
the applicant's contribution to the success of the case. See 11 U.S.C. 330(a)(3). The sort of
information relevant to the first prong of the analysis is discussed in In re UDC Homes, Inc., 203
B.R. 218 (Bankr. D. Del. 1996).
18.
We note that the Application addresses both prongs of the analysis, but in our initial
report, we informed Zolfo Cooper that we would not make our decision regarding the reasonableness
of the requested Success Fee until after we had received its response to our initial report. We invited
Zolfo Cooper to supplement the discussion in the Application with additional information or
argument. Zolfo Cooper declined to do so, and we accordingly base our analysis on the contents
of the Application. In this regard, we note that Zolfo Cooper has cited several comparable

restructuring fees including several fees reviewed by this fee auditor. From the information
provided by Zolfo Cooper, and from our experience in evaluating similar fees, we believe that the
Restructuring Transaction Fee is within the range of reasonableness established by the market for
such services. Among the cases cited by Zolfo Cooper in the Application, we note that the blended
hourly rate sought by AP Services for its restructuring management and related services in In re
Dana Corporation, S.D.N.Y. Case No. 06-10354 (doc. #7947), was $485 per hour when the $4
million contingent success fee was factored in, and $444 without it. However, we note further that,
among the cases on which we have worked, in In re Sea Containers, Ltd., Delaware Case No. 0611156 (doc. #2804), we recommended approval of $7,939,514.66 in fees (including a $709,450
success fee) for similar restructuring management services provided by AP Services, LLC, at a
blended rate of $1,138.51 per hour. When the success fee is included, Zolfo Coopers blended rate
in this case would be $633.52 per hour,8 or well within the range of reasonableness represented by
the two cases cited above. Moreover, in regard to the size of the success fee as a percentage of the
total fees (27.96%9), we note that the 27.96% figure appears typical for restructuring management
and consulting services. While the Application does not include such a summary, our review of
other fee applications for restructuring management and consulting services has given us an
understanding of the market in this regard,10 and the 27.96% is comfortably within the range of
reasonableness established by the market. Thus, we believe the first prong of the test is satisfied.
$3,577,050.75 divided by 5,646.3 hours.
$1,000,000 divided by $3,577,050.75.
10
See, e.g., In re BII Liquidation, Inc. (F/K/A Burlington Industries, Inc.), Del. Case No.
01-11282 (Doc. #3041, Exhibits B-E).
With regard to the second prong, Zolfo Cooper addressed its role in mediating the parties
conflicting interests (especially those of the lenders) and otherwise facilitating the confirmation of
a plan of reorganization of the Debtors. Based on Zolfo Cooper's descriptions of its activities and
our observation of the case, we believe that Zolfo Cooper played a valuable role throughout the case
and contributed to the ultimate reorganization of the Debtors. Nor has any party disputed Zolfo
Coopers characterization of the value of its contribution. While the absence of objections is not
determinative, we believe the second part of the test is met as well. Accordingly, we believe the
Success Fee is reasonable under the applicable standard. and we have no objection to its allowance.
Prior Interim Periods
19.
We note that we previously filed the following final reports for Zolfo Coopers prior
interim applications, which final reports we incorporate by reference herein, and we also note the
following orders that ruled on Zolfo Coopers prior interim fee applications:
2nd Period:
Fee Auditors Final Report Regarding Interim Fee Application of

Zolfo Cooper Management, LLC, for the Second Interim Period
(docket #1380) filed on or about March 4, 2010, in which we
recommended approval of fees totaling $1,012,995.25 and expenses
totaling $57,299.71 reflecting our recommended reduction of
$6,869.95 in expenses, as further explained in paragraphs 3, 4, 6 and
8 of that final report. The recommendations for fees and expenses
were adopted in the Omnibus Order Approving Second Interim Fee
Application Requests, dated March 29, 2010 (docket #1455).
3rd Period:

Zolfo Cooper Management, LLC, for the Third Interim Period

(docket #1613) filed on or about May 26, 2010, in which we
recommended approval of fees totaling $367,625.50 and expenses
totaling $14,862.79 reflecting our recommended reduction of $632.00
in fees and $1,749.76 in expenses, as further explained in paragraphs
3, 4, 5, 6 and 7 of that final report. The recommendations for fees
and expenses were adopted in the Omnibus Order Approving Third
Interim Fee Application Requests, dated June 23, 2010 (docket
#1656).
4th Period:

Zolfo Cooper Management, LLC, for the Fourth Interim Period
(docket #1890) filed on or about September 20, 2010, in which we
recommended approval of fees totaling $132,702.00 and expenses
totaling $2,580.97 reflecting our recommended reductions of $790.00
in fees and $249.85 in expenses, as further explained in paragraphs
3, 4, 5, 7, 8, 9, 10 and 11 of that final report.
5th Period:
Fee Auditors Combined Final Report Regarding Those Interim Fee

Applications with No Fee or Expense Issues for the Fifth Interim
Period (docket #2108) filed on or about November 30, 2010, in which
we recommended approval of fees totaling $11,713.50 and expenses
totaling $14.27.
20.
We have reviewed the final reports and orders allowing fees and expenses for the

prior interim periods, and we do not believe there is any reason to change the amounts awarded for
those periods. We asked Zolfo Cooper to state whether it agrees with our summation of the prior
interim periods. Zolfo Cooper provided the following response:
Zolfo Cooper agrees with the Fee Auditor's summation of 2nd, 3rd, and 5th Interim
Periods, as set forth in the Initial Report. As related to the 4th Interim Period, Zolfo
Cooper agrees with the Fee Auditor's summation of the professional fees; however,
it appears that there may be a typographical error in this Initial Report which notes
a total expense amount for the 4th Interim Period of $2,500.97, which is recorded in
both 1) the Fee Auditor's Final Report of the 4th Interim Period and 2) Zolfo
Cooper's Certification of the 4th Interim Period as $2,580.97.
We appreciate this response and have corrected the typographical error noted by Zolfo Cooper.

CONCLUSION
21.
Thus, we recommend final approval of fees totaling $3,578,700.75 ($3,585,988.2511
11
We calculate that the sum of all fees charged in Zolfo Coopers prior compensation
reports ($2,587,410.25), plus the $1,000,000 success fee, less the $1,422 in fee reductions
ordered for the Third and Fourth Interim Periods, is $3,585,988.25. Zolfo Cooper addressed the
$1,422 in fee reductions ordered for the Third and Fourth Interim Periods, which periods are
discussed in more detail in paragraph 19, by refunding that amount to the debtor, as is explained
further in paragraph 15. Zolfo Cooper has not charged any fees for the Seventh and Eighth
Periods. We note that the Court has ruled on the First through Sixth Interim Periods but has not
ruled on the Seventh and Eighth Interim Periods.
minus $7,287.50 12) and expenses totaling $175,118.28 ($184,180.1413 minus $9,061.8614) for Zolfo
Coopers services for the Final Application Period.
Respectfully submitted,
WARREN H. SMITH & ASSOCIATES, P.C.
By:
Warren H. Smith
Texas State Bar No. 18757050
325 N. St. Paul Street, Suite 1250
Republic Center
Dallas, Texas 75201
214-698-3868
214-722-0081 (fax)
whsmith@whsmithlaw.com
FEE AUDITOR
12
See paragraph 14 supra.
13
We calculate that the sum of all expenses charged in Zolfo Coopers prior compensation
reports ($193,049.70), less the $8,869.56 in expenses reductions for the Second, Third, and
Fourth Interim Periods, is $184,180.14. These prior periods are discussed in more detail in
paragraph 19 above. Zolfo Cooper addressed the $6,869.95 in expense reductions ordered for
the Second Interim Period through a credit on a subsequent invoice, and Zolfo Cooper addressed
the $1,422 in expense reductions ordered for the Third and Fourth Interim Periods by refunding
that amount to the debtor, as is explained further in paragraph 15 above. Zolfo Cooper has not
charged any expenses for the Seventh and Eighth Periods. We note that the Court has ruled on
the First through Sixth Interim Periods but has not ruled on the Seventh and Eighth Interim
Periods.
14
See paragraph 14 supra.

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing document has been served
via First-Class United States mail to the attached service list on this 7th day of June 2011.
Warren H. Smith

SERVICE LIST
Notice Parties
The Applicant
Scott Winn
Mark Cervi
Zolfo Cooper Management, LLC
101 Eisenhower Parkway
Roseland, NJ 07068
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.
Ira D. Kharasch, Esq.
Scotta E. McFarland, Esq.
Robert M. Saunders, 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 19899-8705
Ian S. Fredericks, Esq.
Skadden Arps, Slate, Meagher & Flom LLP
One Rodney Square
P.O. Box 636
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
Special Oil and Gas Transactional
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

Exhibit A
First-Class Rail Travel:
4/15/2009
4/15/2009
216.00
201.00
Train
First
Train
First
NewYork,NY
PennStation
Wilmington,DE
TrainStation
Wilmington,DETrainStation
NewYork,NYPennStation
Car Service Charges:

Date
Amount
3/17/2009 145.00
NA
Origin
Summit,NJ
Destination
NewYork,NYZC
3/17/2009 186.00
NA
LAXAirport,CA
3/19/2009 180.00
NA
PacificEnergy
RenaissanceHotel,Long
Beach,CA
LAXAirport,CA
3/19/2009 94.93
NA
NewarkAirport,NJ
Summit,NJ
47.46
3/29/2009 84.93
NA
Summit,NJ
NewarkAirport,NJ
42.46
3/29/2009 186.00
NA
LAXAirport,CA
3/31/2009 180.00
NA
PacificEnergy
Beach,CA
LAXAirport,CA
4/6/2009
145.00
NA
Summit,NJ
NewYork,NY
4/7/2009
240.00
NA
PachulskiOffice
PhiladelphiaAirport,PA
120.00
4/7/2009
186.00
NA
LAXAirport,CA
106.00
4/9/2009 180.00
4/15/2009 84.93
NA
NA
PacificEnergy
Summit,NJ
Beach,CA
LAXAirport,CA
Newark,NJPennStation
4/15/2009 84.93
NA
NewarkNJ,PennStation
Summit,NJ
42.46
4/19/2009 84.93
NA
Summit,NJ
NewarkAirport,NJ
42.46
4/19/2009 186.00
NA
LAXAirport,CA
4/20/2009 384.00 Round RenaissanceHotel,Long

Trip
Beach,CA
4/22/2009 180.00
NA
PacificEnergy
Beach,CA
LosAngeles,CA
224.00
LAXAirport,CA
100.00
4/23/2009 94.93
Summit,NJ
NA
NewarkAirport,NJ

Reduction
72.50
106.00
100.00
106.00
100.00
72.50
72.50
100.00
42.46
47.46
106.00
5/4/2009
186.00
NA
LAXAirport,CA
5/6/2009
5/6/2009
180.00
84.93
NA
NA
PacificEnergy
NewarkAirport,NJ
Beach,CA
LAXAirport,CA
Summit,NJ
85.61
5/20/2009 85.61
NA
Summit,NJ
NewarkAirport,NJ
42.80
NA
NewarkAirport,NJ
Summit,NJ
42.80
5/25/2009 95.61
NA
Summit,NJ
NewarkAirport,NJ
47.80
5/26/2009 186.00
NA
LAXAirport,CA
5/28/2009 35.00
NA
PacificEnergy
5/28/2009 180.00
NA
PacificEnergy
Beach,CA
LongBeachRestaurant,
CA
LAXAirport,CA
5/28/2009 95.61
NA
NewarkAirport,NJ
Summit,NJ
47.80
3/9/2009
115.20
NA
LongBeach,CA
LAXAirport,CA
35.20
3/11/2009 121.20
NA
LAXAirport,CA
LongBeach,CA
41.20
3/13/2009 105.77
NA
JFKAirport,NY
EastMoriches,NY
52.88
3/15/2009 121.20
NA
LAXAirport,CA
41.20
3/15/2009 57.12
NA
EastMoriches,NY
HyattHotel,LongBeach,
CA
JFKAirport,NY
3/19/2009 115.20
NA
PacificEnergy
LAXAirport,CA
35.20
3/23/2009 121.20
NA
LAXAirport,CA
41.20
3/26/2009 115.20
NA
PacificEnergy
Beach,CA
LAXAirport,CA
3/30/2009 121.20
NA
LAXAirport,CA
41.20
3/22/2009 57.12
NA
EastMoriches,NY
Beach,CA
JFKAirport,NY
3/30/2009 184.00
NA
EastMoriches,NY
JFKAirport,NY
92.00
4/2/2009
115.20
NA
PacificEnergy
LAXAirport,CA
35.20
4/5/2009
184.00
NA
EastMoriches,NY
JFKAirport,NY
92.00
4/6/2009
121.20
NA
LAXAirport,CA
41.20
4/10/2009
189.00
4/12/2009 121.20
NA
NA
JFKAirport,NY
LAXAirport,CA
Beach,CA
EastMoriches,NY
Beach,CA
5/17/2009

100.00
42.46
106.00
17.50
100.00
28.56
35.20
28.56
94.50
41.20
4/12/2009 184.00
NA
EastMoriches,NY
JFKAirport,NY
4/16/2009 115.20
4/17/2009 223.00
NA
NA
PacificEnergy
JFKAirport,NY
LAXAirport,CA
EastMoriches,NY
4/19/2009 184.00
NA
EastMoriches,NY
JFKAirport,NY
92.00
4/20/2009 121.20
NA
LAXAirport,CA
41.20
4/27/2009 121.20
NA
LAXAirport,CA
41.20
4/30/2009 115.20
NA
PacificEnergy
Beach,CA
RenaissanceHotelLong
Beach,CA
LAXAirport,CA
5/1/2009
196.11
NA
JFKAirport,NY
EastMoriches,NY
98.05
5/4/2009
121.20
NA
LAXAirport,CA
41.20
5/4/2009
187.11
NA
EastMoriches,NY
Beach,CA
JFKAirport,NY
5/7/2009
115.20
NA
PacificEnergy
LAXAirport,CA
35.20
5/8/2009
182.58
NA
JFKAirport,NY
EastMoriches,NY
91.29
5/11/2009 121.20
NA
LAXAirport,CA
PacificEnergy
41.20
5/11/2009 183.60
NA
EastMoriches,NY
JFKAirport,NY
91.80
5/15/2009 115.20
NA
PacificEnergy
LAXAirport,CA
35.20
5/15/2009 115.20
NA
Carcancelledtoolate.Chargeswerenonrefundable.
35.20
5/16/2009 169.32
NA
JFKAirport,NY
EastMoriches,NY
84.66
5/18/2009 121.20
NA
LAXAirport,CA
41.20
5/18/2009 183.60
NA
EastMoriches,NY
Beach,CA
JFKAirport,NY
5/21/2009 115.20
NA
LAXAirport,CA
35.20
5/25/2009 121.20
NA
Beach,CA
LAXAirport,CA
41.20
5/25/2009 183.60
NA
EastMoriches,NY
Beach,CA
JFKAirport,NY
5/29/2009 115.20
NA
PacificEnergy
LAXAirport,CA
35.20
3/20/2009 115.20
NA
PacificEnergy
LAXAirport,CA
35.20
3/23/2009 121.20
NA
LAXAirport,CA
Beach,CA
41.20

92.00
35.20
111.50
35.20
93.55
91.80
91.80
3/10/2009 121.20
NA
LAXAirport,CA
35.20
41.20
JFKAirport,NY
Beach,CA
LAXAirport,CA
HyattHotel,LongBeach,
CA
NewYork,NY
3/13/2009
115.20
3/15/2009 121.20
NA
NA
PacificEnergy
LAXAirport,CA
3/20/2009 93.33
NA
3/22/2009 71.40
4/3/2009
NA
NewYork,NY
JFKAirport,NY
11.40
73.44
NA
JFKAirport,NY
NewYork,NY
13.44
4/3/2009
115.20
NA
PacificEnergy
LAXAirport,CA
35.20
4/5/2009
121.20
NA
LAXAirport,CA
41.20
4/9/2009
115.20
NA
PacificEnergy
Beach,CA
LAXAirport,CA
4/10/2009 92.31
NA
JFKAirport,NY
NewYork,NY
32.31
4/12/2009 121.20
NA
LAXAirport,CA
41.20
4/17/2009 102.00
NA
JFKAirport,NY
Beach,CA
NewYork,NY
4/19/2009 121.20
NA
LAXAirport,CA
41.20
4/23/2009 115.20
NA
PacificEnergy
Beach,CA
LAXAirport,CA
4/24/2009 103.02
NA
JFKAirport,NY
NewYork,NY
43.02
4/26/2009 118.20
NA
LAXAirport,CA
38.20
5/1/2009
115.20
NA
PacificEnergy
Beach,CA
LAXAirport,CA
5/3/2009
121.20
NA
LAXAirport,CA
41.20
5/8/2009
96.39
NA
JFKAirport,NY
Beach,CA
NewYork,NY
5/10/2009 121.20
NA
LAXAirport,CA
41.20
5/14/2009 115.20
NA
PacificEnergy
Beach,CA
LAXAirport,CA
5/15/2009 95.88
NA
JFKAirport,NY
NewYork,NY
35.88
5/17/2009 121.20
NA
LAXAirport,CA
41.20
5/22/2009 92.31
NA
JFKAirport,NY
Beach,CA
NewYork,NY
5/25/2009 121.20
NA
LAXAirport,CA
41.20
5/25/2009 242.76
NA
Southampton,NY
Beach,CA
JFKAirport,NY

41.20
33.33
35.20
42.00
35.20
35.20
36.39
35.20
32.31
121.38
5/28/2009 115.20
NA
PacificEnergy

LAXAirport,CA
35.20
Exhibit B
Scott Winn
4/29/2009
4/30/2009
5/1/2009
5/11/2009
5/12/2009
5/21/2009
Jesse DelConte
5/15/2009
5/29/2009
2.3
4.3
3.3
4.6
4.3
3.5
12.31
17.40
5.60
11.43
15.86
11.13
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
1
1
1
1
1
1
Lunch
Lunch
Lunch
Lunch
Lunch
Lunch
Working Lunch
Working Lunch
Working Lunch
Working Lunch
Working Lunch
Working Lunch
16.3 13.30
14.7 11.18
$98.21
New York, NY
New York, NY
1
1
Lunch
Lunch
Working Lunch
Working Lunch

Response Exhibit 2
In response to Discussion Item No. 6, the questioned time entry activities can be grouped into
three categories, as follows:
Engagement Administration:
The items below relate to activities that Zolfo Cooper undertook to organize and prepare
bankruptcy reference materials to aid the Debtors in referencing critical information in a
timely fashion.
-
03/17/09 KST 1.5 675.00 Engagement Administration.

03/19/09 KST 0.5 225.00 Engagement Administration.
03/24/09 KST 1.0 450.00 Engagement Administration. File various documents
into binders for easy reference by other parties.
Preparation of Fee Applications:

The items below relate to activities that Zolfo Cooper undertook to prepare retention
documents, invoicing, monthly fee statements and fee applications for Zolfo Cooper, and
motions to establish interim procedures.
-
04/30/09 JDC 1.2 474.00 Review billings for ZC in order to determine proper
Retainer / excess advance balance. Discuss calculations with Company to allow
them to close the books for March.04/15/09 MC 2.0 1,050.00 Review draft ZC
invoices
04/16/09 MC 0.5 262.50 Review and make corrections to draft ZC invoices
04/17/09 MC 1.0 525.00 Review and make corrections to draft ZC invoices
04/30/09 MC 0.3 157.50 Follow up on ZC invoicing to date
05/12/09 MC 0.6 315.00 Review April ZC invoice
05/04/09 KST 2.0 900.00 Review hours and expenses for April invoicing
05/14/09 KST 0.5 225.00 Preliminary invoice preparation
05/14/09 KST 3.0 1,350.00 Preliminary invoice preparation
ZC Employment Objections Response:

This item on 4/24/09 for ESK for 0.3 hours related to activities that Zolfo Cooper
undertook to respond to the objections to the retention of Zolfo Cooper. The description
was written incorrect Ms. Kardos' time descriptions and should have read "Participated in
discussions with ZC professionals regarding ZC's retention."

PacificEnergyResources
ExhibitC
FeeApplicationDetailfortheFirstInterimPeriod
ResponsetoParagraph5ofthePreliminaryFeeAuditorReportTravel
Date
KevinTomossonie
3/23/2009
3/27/2009
3/29/2009
JesseDelConte
3/9/2009
3/13/2009
3/15/2009
3/22/2009
HoursBilled
BilledAmount
Origin
Destination
9.0
9.0
9.0
2,025.00
2,025.00
2,025.00
JFK
LAX
JFK
LAX
JFK
LAX
11.5
8.0
9.0
9.9
2,271.25
1,580.00
1,777.50
1,955.25
BTV
LAX
JFK
JFK
LAX
JFK
LAX
LAX
ExhibitD
ResponsetoParagraph8ofthePreliminaryFeeAuditorReportGroundTransportationExpense
Hours
Billed
TravelHours
Billed
Amount
ScottWinn
3/17/2009
3/17/2009
3/19/2009
3/19/2009
3/29/2009
3/29/2009
3/31/2009
3/31/2009
9.0
9.0
12.6
12.6
6.5
6.5
12.2
12.2
6.5
6.5
6.0
6.0
6.5
6.5
6.0
6.0
145.00
186.00
180.00
94.93
84.93
186.00
180.00
84.93
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
NA
NA
NA
NA
NA
NA
NA
NA
Summit,NJ
LAXAirport,CA
PacificEnergy
NewarkAirport,NJ
Summit,NJ
LAXAirport,CA
PacificEnergy
NewarkAirport,NJ
NewYork,NYZC
RenaissanceHotel,LongBeach,CA
LAXAirport,CA
Summit,NJ
NewarkAirport,NJ
LAXAirport,CA
Summit,NJ
3/17/2009
4/6/2009
4/7/2009
4/7/2009
4/7/2009
4/7/2009
4/9/2009
4/9/2009
4/15/2009
4/15/2009
4/15/2009
4/15/2009
4/15/2009
4/19/2009
4/19/2009
4/20/2009
4/22/2009
4/23/2009
9.0
2.3
11.1
11.1
11.1
11.1
12.6
12.6
14.3
14.3
14.3
14.3
14.3
6.0
6.0
8.2
15.3
4.6
6.5

8.0
8.0
8.0
8.0
6.0
6.0
6.0
6.0
6.0
6.0
6.0
6.0
6.0

6.0
77.52
145.00
10.00
240.00
186.00
104.00
180.00
94.93
84.93
10.00
84.93
216.00
201.00
84.93
186.00
384.00
180.00
94.93
CarService
CarService
Taxi
CarService
CarService
Train
CarService
CarService
CarService
Taxi
CarService
Train
Train
CarService
CarService
CarService
CarService
CarService
NA
NA
NA
NA
NA
Business
NA
NA
NA
NA
NA
First
First
NA
NA
RoundTrip
NA
NA
NewYork,NYZC
Summit,NJ
PachulskiOffice
LAXAirport,CA
PacificEnergy
NewarkAirport,NJ
Summit,NJ
NewarkNJ,PennStation
Summit,NJ
LAXAirport,CA
PacificEnergy
NewarkAirport,NJ
NewarkAirport,NJ
NewYork,NY
PachulskiOffice
PhiladelphiaAirport,PA
LAXAirport,CA
Summit,NJ
Newark,NJPennStation
CourtHouse
Summit,NJ
NewarkAirport,NJ
LosAngeles,CA
LAXAirport,CA
Summit,NJ
12.2
12.2
11.3
11.3

19.2
10.6
16.2
4.5
4.5
12.6
12.6
11.2
11.2
11.2
6.0
6.0
6.0
6.0

15.0

15.0
4.5
4.5
4.0
4.0
5.0
5.0
5.0
78.18
186.00
180.00
84.93
85.61
112.05
112.05
85.61
95.61
50.00
50.00
186.00
35.00
180.00
95.61
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
Taxi
Taxi
CarService
CarService
CarService
CarService
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NewYork,NYZC
LAXAirport,CA
PacificEnergy
NewarkAirport,NJ
Summit,NJ
HongKongAirport
HongKongHotel
NewarkAirport,NJ
Summit,NJ
HoustonAirport,TX
HoustonHotel,TX
LAXAirport,CA
PacificEnergy
PacificEnergy
NewarkAirport,NJ
NewarkAirport,NJ
LAXAirport,CA
Summit,NJ
NewarkAirport,NJ
HongKongHotel
HongKongAirport
Summit,NJ
NewarkAirport,NJ
HoustonHotel,TX
HoustonAirport,TX
LongBeachRestaurant,CA
LAXAirport,CA
Summit,NJ
14.0
15.2
12.0
9.0
115.20
121.20
CarService
CarService
NA
NA
LongBeach,CA
LAXAirport,CA
LAXAirport,CA
LongBeach,CA
9.0
9.0
9.0
10.0
17.0
22.0
9.5
16.5
10.5
9.0
9.0
9.0

9.0
9.0

9.0
105.77
121.20
57.12
115.20
55.00
121.20
115.20
7.25
121.20
CarService
CarService
CarService
CarService
Taxi
CarService
CarService
Train
CarService
NA
NA
NA
NA
NA
NA
NA
NA
NA
JFKAirport,NY
LAXAirport,CA
EastMoriches,NY
PacificEnergy
JFKAirport,NY
LAXAirport,CA
PacificEnergy
JFKAirport,NY
LAXAirport,CA
EastMoriches,NY
HyattHotel,LongBeach,CA
JFKAirport,NY
LAXAirport,CA
NewYork,NYZC
LAXAirport,CA
NewYork,NYZC

9.0
9.0

9.0
9.0
9.0

9.0
9.0
57.12
184.00
115.20
7.25
184.00
121.20
189.00
121.20
184.00
115.20
223.00
184.00
121.20
CarService
CarService
CarService
Train
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
EastMoriches,NY
EastMoriches,NY
PacificEnergy
JFKAirport,NY
EastMoriches,NY
LAXAirport,CA
JFKAirport,NY
LAXAirport,CA
EastMoriches,NY
PacificEnergy
JFKAirport,NY
EastMoriches,NY
LAXAirport,CA
JFKAirport,NY
JFKAirport,NY
LAXAirport,CA
NewYork,NYZC
JFKAirport,NY
EastMoriches,NY
JFKAirport,NY
LAXAirport,CA
EastMoriches,NY
JFKAirport,NY
Date
5/4/2009
5/4/2009
5/6/2009
5/6/2009
5/17/2009
5/18/2009
5/19/2009
5/20/2009
5/25/2009
5/25/2009
5/26/2009
5/26/2009
5/28/2009
5/28/2009
5/28/2009
MarkCervi
3/9/2009
3/11/2009
KevinTomossonie
3/13/2009
3/15/2009
3/15/2009
3/19/2009
3/20/2009
3/23/2009
3/26/2009
3/27/2009
3/30/2009
[1]
[1]
[2]
[3]
[3]
[4]
[2]
Modeof
Transportation
Class
Origin
Destination
3/22/2009
3/30/2009
4/2/2009
4/3/2009
4/5/2009
4/6/2009
4/10/2009
4/12/2009
4/12/2009
4/16/2009
4/17/2009
4/19/2009
4/20/2009

10.5
9.5
17.5
9.0
12.0
13.0
9.0
9.0
9.0
14.0
9.0
11.5
4/27/2009
4/30/2009
5/1/2009
5/4/2009
5/4/2009
5/7/2009
5/8/2009
5/11/2009
5/11/2009
5/15/2009
5/15/2009
5/16/2009
5/18/2009
5/18/2009
5/21/2009
5/25/2009
5/25/2009
5/29/2009
16.0
17.0
6.0
16.5
16.5
9.0
9.0
15.5
15.5
12.5
12.5
9.0
16.0
16.0
17.0
9.0
9.0
16.5
9.0
9.0

9.0
9.0

9.0
9.0
9.0

9.0
9.0
9.0

9.0
9.0
121.20
115.20
196.11
121.20
187.11
115.20
182.58
121.20
183.60
115.20
115.20
169.32
121.20
183.60
115.20
121.20
183.60
115.20
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
LAXAirport,CA
RenaissanceHotelLongBeach,CA
PacificEnergy
LAXAirport,CA
JFKAirport,NY
EastMoriches,NY
LAXAirport,CA
EastMoriches,NY
JFKAirport,NY
PacificEnergy
LAXAirport,CA
JFKAirport,NY
EastMoriches,NY
LAXAirport,CA
PacificEnergy
EastMoriches,NY
JFKAirport,NY
PacificEnergy
LAXAirport,CA
Carcancelledtoolate.Chargeswerenonrefundable.
JFKAirport,NY
EastMoriches,NY
LAXAirport,CA
EastMoriches,NY
JFKAirport,NY
LAXAirport,CA
LAXAirport,CA
EastMoriches,NY
JFKAirport,NY
PacificEnergy
LAXAirport,CA
JesseDelConte
3/13/2009
10.8
8.0
65.28
CarService
NA
JFKAirport,NY
NewYork,NY
ExhibitD
ResponsetoParagraph8ofthePreliminaryFeeAuditorReportGroundTransportationExpense
Hours
Billed
TravelHours
Billed
Amount
3/15/2009
3/20/2009
3/23/2009
9.0
11.0
11.3
9.0
6.1
65.28
115.20
121.20
CarService
CarService
CarService
NA
NA
NA
NewYork,NY
PacificEnergy
LAXAirport,CA
JFKAirport,NY
LAXAirport,CA
3/10/2009
3/13/2009
3/15/2009
3/20/2009
3/22/2009
4/3/2009
4/3/2009
4/5/2009
4/5/2009
4/9/2009
4/10/2009
4/12/2009
4/12/2009
4/17/2009
4/19/2009
4/19/2009
4/23/2009
4/24/2009
4/26/2009
4/26/2009
10.0
10.8
9.0
11.0
10.8
12.3
12.3
9.0
9.0
10.3
14.6
9.0
9.0
16.5
9.0
9.0
9.5
15.5
9.0
9.0

8.0
9.0
6.1
9.9
8.8
8.8
9.0
9.0

8.0
9.0
9.0
9.0
9.0
9.0

9.0
9.0
9.0
121.20
115.20
121.20
93.33
71.40
73.44
115.20
67.32
121.20
115.20
92.31
65.28
121.20
102.00
65.28
121.20
115.20
103.02
65.28
118.20
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
LAXAirport,CA
PacificEnergy
LAXAirport,CA
JFKAirport,NY
NewYork,NY
JFKAirport,NY
PacificEnergy
NewYork,NY
LAXAirport,CA
PacificEnergy
JFKAirport,NY
NewYork,NY
LAXAirport,CA
JFKAirport,NY
NewYork,NY
LAXAirport,CA
PacificEnergy
JFKAirport,NY
NewYork,NY
LAXAirport,CA
LAXAirport,CA
HyattHotel,LongBeach,CA
NewYork,NY
JFKAirport,NY
NewYork,NY
LAXAirport,CA
JFKAirport,NY
LAXAirport,CA
NewYork,NY
JFKAirport,NY
NewYork,NY
JFKAirport,NY
LAXAirport,CA
NewYork,NY
JFKAirport,NY
9.7
8.0
15.2
9.0
9.0
10.3
16.3
9.0
9.0
9.4
9.0
9.0
10.5
7.0
8.0
9.0
9.0
9.0

9.0
9.0
9.0
8.0
9.0
9.0
115.20
121.20
96.39
121.20
65.28
115.20
95.88
121.20
65.28
92.31
121.20
242.76
115.20
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
CarService
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
PacificEnergy
LAXAirport,CA
JFKAirport,NY
LAXAirport,CA
NewYork,NY
PacificEnergy
JFKAirport,NY
LAXAirport,CA
NewYork,NY
JFKAirport,NY
LAXAirport,CA
Southampton,NY
PacificEnergy
LAXAirport,CA
NewYork,NY
JFKAirport,NY
LAXAirport,CA
NewYork,NY
JFKAirport,NY
NewYork,NY
JFKAirport,NY
LAXAirport,CA
NA
NA
66.30
CarService
NA
NewYork,NY
JFKAirport,NY
Date
[5]
5/1/2009
5/3/2009
5/8/2009
5/10/2009
5/10/2009
5/14/2009
5/15/2009
5/17/2009
5/17/2009
5/22/2009
5/25/2009
5/25/2009
5/28/2009
GerryTywoniuk
3/20/2009
[6]
Modeof
Transportation
Class
Origin
Footnote
[1] ThesechargeswereimproperlylistedasoneAirTransportationchargefor$417ontheAprilFeeStatement.Thechargeactuallyrepresents2trainticketsforMr.Winn.
Destination
ExhibitE
ResponsetoParagraph9ofthePreliminaryFeeAuditorReportAirTransportationExpense
Billed
Amount
NonBilled
Amount(1)
ScottWinn
3/17/2009
3/29/2009
4/7/2009
4/15/2009
4/19/2009
5/4/2009
5/17/2009
5/25/2009
1,219.20
1,219.20
1,316.20
417.00
1,219.20
1,219.20
9,918.18
1,757.30
400.00
400.00
1,288.00

400.00
400.00

450.00
MarkCervi
3/9/2009
1,549.40
KevinTomossonie
3/13/2009
3/15/2009
3/19/2009
3/22/2009
3/29/2009
4/2/2009
4/5/2009
4/9/2009
4/12/2009
4/16/2009
4/19/2009
4/22/2009
4/26/2009
4/30/2009
5/4/2009
5/8/2009
5/11/2009
5/15/2009
5/18/2009
5/22/2009
5/25/2009
5/30/2009
JesseDelConte
3/9/2009
3/13/2009
3/15/2009
3/20/2009
3/22/2009
4/3/2009
4/5/2009
4/9/2009
4/12/2009
4/16/2009
4/19/2009
4/23/2009
4/26/2009
5/1/2009
5/3/2009
5/7/2009
5/10/2009
5/14/2009
5/17/2009
5/21/2009
5/25/2009
5/28/2009
Date
Class
Origin
OneWayor
RoundTrip(2)
Destination
First
First
First
NA
First
First
Business
First
EWR
EWR
PHL
NA
EWR
EWR
EWR
EWR
LAX
LAX
EWR
NA
LAX
LAX
HongKong
IAH/LAX
Coach
LAX
PHL
RoundTrip
609.60
609.70
609.60
1,219.20
609.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
1,364.50
609.60
609.60
609.60
629.60
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Business
Coach
Coach
Coach
Coach
LAX
JFK
LAX
JFK
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
OneWay
OneWay
OneWay
RoundTrip
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
609.20
609.60
609.60
609.60
624.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
609.60
378.20
700.70
609.60
609.60
614.60
609.60
609.60
609.60
609.60
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
Coach
BTV
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
SDF
LAX
JFK
LAX
JFK
LAX
JFK
LAX
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
LAX
SDF
LAX
JFK
LAX
JFK
LAX
JFK
LAX
JFK
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
OneWay
[5]
Footnotes
[1] Reflectsthepricingdifferencebetweenfirstclassandcoachfares.
[3]
[3]
[7]
[4]
[6]
RoundTrip
RoundTrip
RoundTrip
NA
RoundTrip
RoundTrip
RoundTrip
RoundTrip
ExhibitE
ResponsetoParagraph9ofthePreliminaryFeeAuditorReportAirTransportationExpense
Date
[2]
[3]
[4]
[5]
[6]
Billed
Amount
NonBilled
Amount(1)
Class
Origin
Destination
Ourresearchconsistentlydemonstratedthatfortheseflightsthereisnopricedifferencebetweenroundtripandonewayfares.
Thenonbilledamountof$1,288.00and$400.00wasincorrectlybilledtoPacificandwillbeeitherrefundedordeductedfromafutureinvoice.
ThisflightwasfromPhiladelphiatoLosAngelesandLosAngelesbacktoNewark.
ThistripwasimproperlylistedasAirTransportation.PleaseseeGroundTransportationfordetails.
ThiswasathreeparttripfromNewarktoHouston,HoustontoLosAngelesandLosAngelesbacktoNewark.
OneWayor
RoundTrip(2)
ExhibitF
ResponsetoParagraph10ofthePreliminaryFeeAuditorReportHotelExpense
Billed
Amount
Date
ScottWinn
3/17/2009
3/19/2009
3/29/2009
3/30/2009
4/7/2009
4/8/2009
4/19/2009
4/20/2009
4/21/2009
5/4/2009
5/5/2009
5/18/2009
5/19/2009
5/26/2009
5/26/2009
5/27/2009
HotelName
HotelLocation
#ofNights
ChargeType
250.00
250.00
250.00
250.00
250.00
250.00
250.00
212.82
212.82
250.00
250.00
445.50
445.50
250.00
217.42
217.42
RenaissanceHotels&Resorts
ConradHongKong
ConradHongKong
FourSeasonsHotel
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
HongKong
HongKong
Houston,TX
LongBeach,CA
LongBeach,CA
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
MarkCervi
3/9/2009
250.00
HotelDupont
Wilmington,DE
Room+Tax
KevinTomossonie
3/9/2009
3/10/2009
3/11/2009
3/12/2009
3/16/2009
3/17/2009
3/18/2009
3/19/2009
3/22/2009
3/23/2009
3/24/2009
3/25/2009
3/30/2009
3/31/2009
4/1/2009
4/2/2009
4/5/2009
4/6/2009
4/7/2009
4/8/2009
4/11/2009
4/12/2009
4/13/2009
4/14/2009
4/19/2009
4/20/2009
4/21/2009
4/22/2009
4/27/2009
4/28/2009
4/29/2009
5/4/2009
5/5/2009
5/6/2009
5/11/2009
5/12/2009
5/13/2009
5/14/2009
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
217.42
HyattRegencyLongBeach
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
[1]
ExhibitF
ResponsetoParagraph10ofthePreliminaryFeeAuditorReportHotelExpense
Date
Billed
Amount
HotelName
HotelLocation
#ofNights
ChargeType
5/18/2009
5/19/2009
5/20/2009
5/25/2009
5/26/2009
5/27/2009
5/28/2009
228.92
228.92
228.92
217.42
217.42
217.42
217.42
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
1
1
1
1
1
1
1
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
JesseDelConte
3/9/2009
3/10/2009
3/11/2009
3/12/2009
3/15/2009
3/16/2009
3/17/2009
3/18/2009
3/19/2009
3/22/2009
3/23/2009
3/24/2009
3/25/2009
3/26/2009
3/29/2009
3/30/2009
3/31/2009
4/1/2009
4/2/2009
4/5/2009
4/6/2009
4/7/2009
4/8/2009
4/12/2009
4/13/2009
4/14/2009
4/15/2009
4/15/2009
4/19/2009
4/20/2009
4/21/2009
4/22/2009
4/26/2009
4/27/2009
4/28/2009
4/29/2009
4/30/2009
5/3/2009
5/4/2009
5/5/2009
5/6/2009
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
250.00
24.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
228.92
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
Room+Tax
[1]
ExhibitG
ResponsetoParagraph11ofthePreliminaryFeeAuditorReportMealExpense
Hours
Billed
Billed
Amount
ScottWinn
3/18/2009
3/19/2009
3/29/2009
3/30/2009
4/7/2009
4/7/2009
4/8/2009
4/9/2009
4/19/2009
4/20/2009
4/20/2009
4/21/2009
4/21/2009
4/29/2009
4/30/2009
5/1/2009
5/4/2009
5/5/2009
5/11/2009
5/12/2009
5/18/2009
5/19/2009
5/21/2009
5/26/2009
5/27/2009
5/27/2009
5/28/2009
9.3
12.6
6.5
8.3
11.1
11.1
4.6
12.6
6.0
8.2
8.2
10.1
10.1
2.3
4.3
3.3
12.2
8.6
4.6
4.3
19.2
10.6
3.5
12.6
9.3
9.3
11.2
135.44
116.67
74.79
11.58
50.00
35.40
200.00
6.07
13.47
2.87
7.02
125.00
87.38
12.31
17.40
5.60
15.00
266.09
11.43
15.86
15.00
15.00
11.13
8.50
8.91
141.20
67.98
MarkCervi
3/9/2009
3/10/2009
4/13/2009
5/13/2009
14.0
9.5
11.9
9.8
KevinTomossonie
3/9/2009
3/9/2009
3/10/2009
3/11/2009
3/11/2009
3/12/2009
3/12/2009
3/13/2009
3/16/2009
3/16/2009
3/17/2009
3/17/2009
3/23/2009
3/24/2009
3/24/2009
3/24/2009
3/25/2009
3/25/2009
3/26/2009
3/26/2009
3/27/2009
3/30/2009
3/30/2009
4/1/2009
4/2/2009
4/2/2009
4/5/2009
4/5/2009
4/6/2009
4/6/2009
4/7/2009
4/7/2009
4/8/2009
11.0
11.0
4.0
5.0
5.0
9.0
9.5
9.5
10.0
10.0
13.0
13.5
13.5
13.5
12.0
12.0
9.5
9.5
16.5
10.5
10.5
9.2
9.5
9.5
9.0
9.0
12.0
12.0
10.5
10.5
10.0
Date
[1]
[1]
Numberof
Diners
Meal
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
NewYork,NY
NewYork,NY
LongBeach,CA
LongBeach,CA
NewYork,NY
NewYork,NY
HongKong
HongKong
NewYork,NY
Houston,TX
LongBeach,CA
LongBeach,CA
LongBeach,CA
3
5
2
1
1
4
4
1
1
1
1
5
3
1
1
1
1
6
1
1
1
1
1
1
1
3
4
Dinner
Lunch
Dinner
Lunch
Dinner
Lunch
Dinner
Lunch
Breakfast
Breakfast
Lunch
Lunch
Dinner
Lunch
Lunch
Lunch
Breakfast
Dinner
Lunch
Lunch
Breakfast
Breakfast
Lunch
Breakfast
Breakfast
Dinner
Lunch
Outoftownmealwithcolleague(s)
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
WorkingLunch
WorkingLunch
WorkingLunch
Outoftownmeal
WorkingLunch
WorkingLunch
Outoftownmeal
Outoftownmeal
WorkingLunch
Outoftownmeal
Outoftownmeal
39.10
50.00
74.34
77.57
Wilmington,DE
Wilmington,DE
LongBeach,CA
LongBeach,CA
1
1
3
3
Dinner
Dinner
Dinner
Dinner
Outoftownmeal
Outoftownmeal
WorkingMeal
WorkingMeal
12.04
50.00
9.53
54.90
50.00
25.00
50.00
20.69
11.78
48.12
15.00
100.00
15.00
15.00
66.05
150.00
15.00
49.89
50.81
16.64
2.60
15.00
106.98
50.00
16.14
37.04
15.00
17.11
15.00
29.94
15.00
67.41
15.00
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
1
1
1
3
1
1
1
1
1
1
1
2
1
1
3
3
1
2
3
1
1
1
3
1
1
3
1
1
1
1
1
3
1
Lunch
Dinner
Lunch
Lunch
Dinner
Lunch
Dinner
Lunch
Lunch
Dinner
Lunch
Dinner
Breakfast
Breakfast
Lunch
Dinner
Breakfast
Lunch
Lunch
Dinner
Breakfast
Breakfast
Dinner
Dinner
Dinner
Lunch
Breakfast
Dinner
Breakfast
Dinner
Breakfast
Lunch
Breakfast
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Workingmeal
Outoftownmeal
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Location
Reason
ExhibitG
Hours
Billed
Billed
Amount
4/8/2009
4/9/2009
4/9/2009
4/12/2009
4/12/2009
4/13/2009
4/13/2009
4/14/2009
4/14/2009
4/15/2009
4/16/2009
4/16/2009
4/19/2009
4/20/2009
4/20/2009
4/22/2009
4/23/2009
4/23/2009
4/27/2009
4/27/2009
4/27/2009
4/29/2009
4/30/2009
4/30/2009
5/4/2009
5/4/2009
5/4/2009
5/7/2009
5/7/2009
5/11/2009
5/11/2009
5/11/2009
5/12/2009
5/12/2009
5/13/2009
5/14/2009
5/15/2009
5/15/2009
5/18/2009
5/19/2009
5/19/2009
5/20/2009
5/20/2009
5/21/2009
5/21/2009
5/25/2009
5/26/2009
5/26/2009
5/26/2009
5/27/2009
5/28/2009
5/28/2009
5/29/2009
5/29/2009
10.0
10.5
10.5
9.0
9.0
10.0
10.0
9.5
9.5
9.5
9.0
9.0
9.0
11.5
11.5
10.2
9.5
9.5
16.0
16.0
16.0
8.0
17.0
17.0
16.5
16.5
16.5
9.0
9.0
15.5
15.5
15.5
12.5
12.5
11.2
11.2
21.5
21.5
16.0
10.5
10.5
10.0
10.0
11.0
11.0
9.0
12.0
12.0
12.0
12.0
11.0
11.0
16.5
16.5
69.85
16.14
25.00
15.00
11.31
15.00
57.41
15.00
41.98
100.00
16.03
50.49
12.45
100.00
25.00
100.00
30.09
66.05
8.65
50.00
60.82
100.00
17.12
56.68
12.97
100.00
55.82
41.65
49.95
13.20
79.97
24.77
120.56
11.26
66.10
100.00
22.14
20.22
100.00
50.00
37.59
5.56
100.00
6.98
26.83
33.35
15.00
120.08
63.89
10.72
9.90
50.00
17.99
42.45
JesseDelConte
3/10/2009
3/10/2009
3/11/2009
3/11/2009
3/12/2009
3/12/2009
3/12/2009
3/13/2009
3/13/2009
3/16/2009
3/17/2009
3/18/2009
3/18/2009
3/19/2009
10.0
10.0
10.2
10.2
10.0
10.0
10.0
10.8
10.8
12.5
10.3
10.4
10.4
9.2
14.36
50.00
14.41
50.00
14.34
10.00
50.00
14.34
25.00
14.36
46.65
24.59
100.00
100.00
Date
Numberof
Diners
Meal
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
3
1
1
1
1
1
3
1
3
2
1
3
1
2
1
2
1
3
1
1
3
2
1
3
1
2
3
1
3
1
3
2
3
1
3
2
1
1
2
1
2
1
2
1
1
1
1
3
3
1
1
1
1
2
Lunch
Dinner
Lunch
Breakfast
Dinner
Breakfast
Lunch
Breakfast
Lunch
Dinner
Dinner
Lunch
Dinner
Dinner
Lunch
Dinner
Dinner
Lunch
Breakfast
Dinner
Lunch
Dinner
Dinner
Lunch
Breakfast
Dinner
Lunch
Dinner
Lunch
Breakfast
Dinner
Lunch
Dinner
Lunch
Lunch
Dinner
Dinner
Lunch
Dinner
Dinner
Lunch
Breakfast
Dinner
Breakfast
Dinner
Dinner
Breakfast
Dinner
Lunch
Breakfast
Breakfast
Dinner
Dinner
Lunch
Outoftownmeal
Outoftownmeal
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Outoftownmeal
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Mealwhiletraveling
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LosAngeles,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
1
1
1
1
1
1
1
1
1
1
3
1
2
2
Lunch
Dinner
Breakfast
Dinner
Breakfast
Lunch
Dinner
Lunch
Dinner
Lunch
Lunch
Lunch
Dinner
Dinner
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Location
Reason
ExhibitG
Date
3/20/2009
3/23/2009
3/23/2009
3/23/2009
3/25/2009
3/25/2009
3/26/2009
3/26/2009
3/27/2009
3/27/2009
3/30/2009
3/31/2009
4/1/2009
4/2/2009
4/3/2009
4/6/2009
4/6/2009
4/6/2009
4/7/2009
4/9/2009
4/9/2009
4/14/2009
4/15/2009
4/16/2009
4/17/2009
4/21/2009
4/23/2009
4/24/2009
4/27/2009
4/28/2009
4/28/2009
4/29/2009
4/30/2009
5/1/2009
5/5/2009
5/6/2009
5/7/2009
5/12/2009
5/14/2009
5/14/2009
5/15/2009
5/18/2009
5/19/2009
5/20/2009
5/21/2009
5/21/2009
5/27/2009
5/28/2009
5/29/2009
Hours
Billed
Billed
Amount
11.0
11.3
11.3
11.3
12.3
12.3
11.0
11.0
10.8
10.8
12.6
10.4
9.5
11.3
12.3
11.4
11.4
11.4
10.2
10.3
10.3
10.2
9.4
9.7
16.5
10.5
9.6
15.5
10.8
9.7
9.7
8.4
8.0
9.7
9.0
9.5
10.6
11.8
10.3
10.3
16.3
11.0
11.1
10.0
9.9
9.9
10.9
10.5
14.7
14.38
14.34
58.64
79.42
15.00
100.00
15.00
50.00
19.32
50.00
35.61
100.00
56.63
30.11
14.51
14.87
54.91
62.00
100.00
28.58
11.97
100.00
64.30
30.97
13.37
100.00
43.68
11.18
50.00
100.00
56.07
67.15
50.00
25.00
40.39
100.00
43.68
23.54
43.68
54.84
13.30
47.26
35.00
49.44
43.68
42.94
100.00
12.21
11.18
Location
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
LongBeach,CA
NewYork,NY
Numberof
Diners
Meal
1
1
3
3
1
2
1
1
1
1
3
2
3
1
1
1
2
3
2
1
1
2
3
3
1
2
1
1
1
2
3
3
1
1
2
2
1
2
1
3
1
2
1
2
1
3
2
1
1
Lunch
Breakfast
Lunch
Dinner
Breakfast
Dinner
Breakfast
Dinner
Lunch
Dinner
Lunch
Dinner
Lunch
Dinner
Lunch
Breakfast
Dinner
Lunch
Dinner
Dinner
Lunch
Dinner
Lunch
Lunch
Lunch
Dinner
Dinner
Lunch
Dinner
Dinner
Lunch
Lunch
Dinner
Lunch
Lunch
Dinner
Dinner
Lunch
Dinner
Lunch
Lunch
Lunch
Dinner
Lunch
Dinner
Lunch
Dinner
Dinner
Lunch
Reason
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
WorkingLunch
Outoftownmeal
WorkingLunch
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
Outoftownmeal
WorkingLunch
Outoftownmeal
Outoftownmeal
Outoftownmeal
WorkingLunch
Footnotes
[1] Mr.TomossoniebecamesickwhileinLongBeach,CAworkingatthePacificEnergyoffices.Duetohisillnesshewasunabletoworkon3/12,however,
hismealexpensewasbilledthroughtoPacificEnergysincehewasoutoftownforworkpurposes.
ExhibitH
ResponsetoParagraph12ofthePreliminaryFeeAuditorReportTravel&Lodging
Billed
Amount
Modeof
Transportation
3/16/2009
50.00
TravelAgentFee
NA
NA
3/27/2009
50.00
TravelAgentFee
NA
NA
4/7/2009
50.00
TravelAgentFee
NA
NA
4/15/2009
25.00
TravelAgentFee
NA
NA
4/17/2009
50.00
TravelAgentFee
NA
NA
4/30/2009
50.00
TravelAgentFee
NA
NA
5/15/2009
60.00
TravelAgentFee
NA
NA
5/22/2009
50.00
TravelAgentFee
NA
NA
Date
Origin
Destination
Explanation
ScottWinn
Page1of1
Feeforroundtripplaneticket
fromNewarktoLosAngeles
Feeforplaneticketfrom
PhiladelphiatoLosAngelesto
Newark
Feeforroundtriptrainticketfrom
NewarktoWilmington
fromNewarktoHongKong
FeeforplaneticketfromNewark
toHoustontoLosAngelesto
Newark
ExhibitI
ResponsetoParagraph13ofthePreliminaryFeeAuditorReportTelephonePremiereGlobalServices
March09
NA WinnMinutes
NA CerviMinutes
NA TotalMinutes
$91.84
Note
ZCisunabletoprovideadditionaldetailsabouttheindividual
callsbilledduetoalackofinitialinvoicingdetailfromanew
telecommunicationsvendor.However,ZCisfairlyconfidentthat
theoverallbilingrateperminuteforMarchwasequaltoorless
thantherateforApril.
April09
2,560
4,976
7,536
$ 359.82
$0.05
CallLeader
ScottWinn
TotalScottWinn
MarkCervi
Page1of3
WinnMinutes
CerviMinutes
TotalMinutes
PerMinute
Minutes
15
21
20
6
10
10
5
89
77
65
87
46
12
85
84
84
83
82
81
76
83
83
82
81
74
35
75
74
74
74
74
74
73
73
73
73
72
71
50
19
65
10
4
28
28
2,560
8
40
38
38
37
33
33
31
62
59
ExhibitI
March09
April09
59
32
31
31
30
28
99
99
98
97
91
62
56
61
61
54
42
41
41
39
38
35
65
61
60
59
58
58
58
57
56
57
56
56
56
56
52
52
53
52
49
38
18
17
17
35
34
33
33
32
59
57
57
56
56
45
66
65
64
64
63
62
15
60
52
48
Page2of3
ExhibitI
March09
April09
TotalMarkCervi
83
81
81
79
79
21
70
40
51
12
11
10
10
7
68
66
66
65
65
59
19
18
18
16
17
16
14
13
4,976
Grandtotal
7,536
Page3of3
ExhibitI
ResponsetoParagraph13ofthePreliminaryFeeAuditorReportTelephone
Billed
Amount
Date
ScottWinn
3/19/2009
5/26/2009
5/26/2009
MarkCervi
4/15/2009
5/15/2009
KevinTomossonie
4/30/2009
5/30/2009
JesseDelConte
5/9/2009
[1]
PhoneCall
Location
Explanation
43.79
143.28
46.35
LongBeach,CA
Houston,TX
LongBeach,CA
PhonecallmadefromhotelroomrelatedtoPacificEnergy.
64.66
66.80
NA
NA
PersonalblackberrychargesbilledtoPacificdueto100%oftimebeingspentonproject
125.93
150.72
NA
NA
31.15
NA
Footnotes
[1] IncorrectlylistedunderScottWinnintheFeeAuditor'sreport.
Page1of1

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Fee Auditor'S Amended Final Report - Page 1: Pac Amended FR Zolfo 7th 8th Final 3.09-12.10.wpd

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

PACIFIC ENERGY RESOURCES,

FEE AUDITORS AMENDED FINAL REPORT REGARDING COMPENSATION AND

Zolfo Cooper Management, L.LC. (Zolfo Cooper), was retained to provide

restructuring management services to the debtors-in-possession. In the Application, Zolfo Cooper

In conducting this audit and reaching the conclusions and recommendations

Review Zolfo bill to Pacific against individual time

FEE AUDITORS AMENDED FINAL REPORT - Page 3

that is not clearly related to work on this matter:

FEE AUDITORS AMENDED FINAL REPORT - Page 4

Docket no. 1613 ( 3) and docket no. 1890 ( 8).

FEE AUDITORS AMENDED FINAL REPORT - Page 5

Created a file to track personal daily time

See http://www.taxifarefinder.com/main.php?city=LA. This figure was determined in

See http://www.nyc.gov/html/tlc/html/passenger/taxicab_rate.shtml. This figure was

remainder of the airfare expenses. Accordingly, we recommend a reduction of $1,688.00 in

FEE AUDITORS AMENDED FINAL REPORT - Page 8

Travel & Lodging

In our initial report, we noted several inadequately detailed telephone charges:

FEE AUDITORS AMENDED FINAL REPORT - Page 9

have no objection to these charges.

Thus we recommend approval of fees totaling $1,053,664.50 ($1,060,952.00 minus

We previously recommended reductions regarding Zolfo Coopers fees and expenses

This first certification was filed again at docket no. 1439.

FEE AUDITORS AMENDED FINAL REPORT - Page 10

FEE AUDITORS AMENDED FINAL REPORT - Page 11

$3,577,050.75 divided by 5,646.3 hours.

$1,000,000 divided by $3,577,050.75.

Fee Auditors Final Report Regarding Interim Fee Application of

Fee Auditors Final Report Regarding Interim Fee Application of

FEE AUDITORS AMENDED FINAL REPORT - Page 13

Zolfo Cooper Management, LLC, for the Third Interim Period

Fee Auditors Final Report Regarding Interim Fee Application of

Fee Auditors Combined Final Report Regarding Those Interim Fee

FEE AUDITORS AMENDED FINAL REPORT - Page 14

FEE AUDITORS AMENDED FINAL REPORT - Page 15

Thus, we recommend final approval of fees totaling $3,578,700.75 ($3,585,988.2511

See paragraph 14 supra.

See paragraph 14 supra.

FEE AUDITORS AMENDED FINAL REPORT - Page 17

FEE AUDITORS AMENDED FINAL REPORT - Page 18

FEE AUDITORS AMENDED FINAL REPORT - Page 19

Canadian Counsel to the Debtors

Co-Counsel to the Official Committee of

FEE AUDITORS AMENDED FINAL REPORT - Page 20

Car Service Charges:

4/20/2009 384.00 Round RenaissanceHotel,Long

FEE AUDITORS AMENDED FINAL REPORT - Page 21

FEE AUDITORS AMENDED FINAL REPORT - Page 22

FEE AUDITORS AMENDED FINAL REPORT - Page 23

FEE AUDITORS AMENDED FINAL REPORT - Page 24

FEE AUDITORS AMENDED FINAL REPORT - Page 25

FEE AUDITORS AMENDED FINAL REPORT - Page 26

03/17/09 KST 1.5 675.00 Engagement Administration.

Preparation of Fee Applications:

ZC Employment Objections Response:

FEE AUDITORS AMENDED FINAL REPORT - Page 27

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