IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al.,l ) Case No. 09-10785 (KJC)

) (Jointly Administered)

) Debtors. ) Related to Docket Nos. 550, 551, 552, 553, 620 671, 675, 677, 684, 1151, 1209 and 1223
Hearing Date: December 22, 2009 at 2:00 p.m. prevailing Eastern time

STATUS REPOR T REGARING DEBTORS' MOTION FOR AN ORDER: (I) APPROVING SALE OF DEBTORS' BETA ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRACES AND OTHER INTERESTS PURSUANT TO SECTIONS 363(b), (1) AND (m) OF THE BANKRUPTCY CODE; (II) ASSUMING AND ASSIGNING CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND ail) GRANTING RELATED RELIEF
Pacific Energy Resources Ltd. ("PERL") and the other above-captioned debtors and debtors in possession (collectively, the "Debtors") hereby file this Status Report regarding the

Debtors' Motion for an Order: (I) Approving Sale of Debtors' Beta Assets Free and Clear of All
Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (j and (m) of

the

Bankruptcy Code; (II) Assuming and Assigning Certain Executory Contracts and Unexpired
Leases; and (III) Granting Related Relief, filed July 2, 2009 (Docket No. 550) (the "Sale

Motion").

Four objections were originally filed to the Sale Motion by the following parties: (a)
Westchester Fire Insurance Company and ACE USA (together, "ACE"); (b) the Official
1 The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are:

Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The address for all of
the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA.

Committee of

Unsecured Creditors (the "Committee"); (c) Noble Energy, Inc. ("Noble"); and (d)
the Sale Motion

Area Energy, LLC ("Aera"). The Debtors previously filed a reply in support of

on July 31,2009. The Committee recently supplemented its original objection.

The Debtors and the Buyers are continuing discussions with the Committee, Noble and

Aera in an effort to reach resolution prior to the Sale Hearing. It is the Debtors' understanding
that a settlement in principle has been reached with Aera and Noble, subject to definitive

documentation.

Status Report
1. At the hearing on December 22, 2009 (the "Sale Hearing"), the Debtors

will seek authority to consumate a credit bid sale (the "Sale") of

the Beta Assets2 to Rise

Energy Beta, LLC ("Rise") and SP Beta Properties, LLC ("Silver Point") (Rise and Silver Point

collectively, the "Buyers"), pursuant to the terms of a Purchase and Sale Agreement (the "Sale
Agreement,,).3 No other bids for the Beta Assets were received since the Debtors re-noticed the
Sale Motion on November 23, 2009, and therefore no auction has been conducted since that date.

For tax reasons, the Debtors must close the Sale by year-end. The Buyers are prepared to meet
this deadline provided that the Sale is approved by the Court at or soon after the Sale Hearing.

PERL's (a) interests in leased oil and gas production assets located offshore near Huntington Beach, Californa and related assets and contracts (the "Beta Interests") and (b) stock ("Stock") in the San Pedro Bay Pipeline Company ("SPBPCo"), which owns a pipeline that runs from the Beta Interests to shore (the Beta Interests and Stock are collectively referred to here in as the "Beta Assets"). The Debtors have a pending
motion (Docket No. 584) set for December 22,2009, to dismiss SPBPCo's chapter 11 case upon the closing of

2 The Beta Assets consist generally of

the

3 Capitalized term not defined herein shall have the meanings set forth in the Purchase Agreement. The Purchase

sale of the Stock.

Agreement wil be fied with the Cour once it is executed. Drafts of the Purchase Agreement and proposed sale order have been circulated to the Commttee, Noble and Aera.
68773-002\DOCS _DE: 155958.2

2. Rise is a successor in interest to J. Aron & Company, an affliate of

Goldman Sachs ("Goldman"), except with respect to certain Excluded Interests.4 The Buyers (or
affliates thereof) hold 100% of

the senior secured debt against the Debtors (the "Seller

Indebtedness"), including all outstanding obligations under the Court-approved debtor-in-

possession financing facility (the "DIP Loan"). The outstanding principal amount ofthe Seller
Indebtedness is approximately $504.9 million, of

which approximately $14.9 million in

revolving loans and approximately $144.4 million in term loans is owed under the DIP Loan.
3. Under the Sale Agreement, the Buyers will acquire the Beta Assets and

assume certain liabilities associated therewith for a purchase price that is calculated as follows:
(a) the credit bid by Rise of $80,000,000 of the Seller Indebtedness owing to

Rise as of the Closing Date;

(b) the credit bid by Silver Point through the assumption by Silver Point of

the Seller Indebtedness plus the balance (but not to exceed $177,500,000 of $22,000,000) ofthe DIP Loan owed to Silver Point or Silver Point's affiliates;

Rise and Silver Point of (c) the assumption on the Closing Date by each of their respective Buyer Percentages of certain assumed liabilities, which include prepetition unpaid and postpetition accrued amounts totaling approximately $4.1 million (to be funded either through the DIP Loan and waived, or assumed as part of the Sale Agreement). Perhaps most significantly, the Buyers will assume PERL's plugging and abandonment obligations associated with the Beta Assets.
4. As part of the Sale, the Buyers have agreed that the Debtors will have no

further obligations on account ofthe DIP Loan and that the Buyers' remaining claims against the
4 The "Excluded Interests" consist, in relevant part, of the following: all rights of Goldman (i) to receive any

proceeds from the sale of crude oil or other petroleum products produced from Trading Bay Unit and Trading Bay Field, including without limitation those which are curently held in a segregated, interest-bearing account by order of the Cour dated April 28, 2009 (Docket No. 230), other than such proceeds which are required to remain in the Debtors' estates under the DIP Order (defined below), (ii) all payments or proceeds from insurance covering the Debtors' business interrption and debt service and related losses resulting from the eruptions of Mount Redoubt
and related events and any refuds or rebates of insurance premiums associated with the abandonment or other

discontinuation of operations of the Debtors' Alaska operations and assets, (iii) all payments or proceeds resulting from deposits made by potential purchasers of Debtors' operations or assets in Alaska or claims relating thereto, including without limitation, Catherwood Limited and its affliated entities, and (iv) any other payments or distributions under applicable loan documents that result from the Debtors' operations or assets in Alaska or claims
relating thereto.

68773-002\DOCS _DE: 155958.2

estates will be limited to $50.0 million (the "Reserved Claims"). The Reserved Claims will be
deemed to be secured by a first priority, valid and properly perfected lien against the Excluded
Interests (in which Goldman also continues to assert an interest), subject to the provisions of

the

DIP Order. Except with respect to the Excluded Interests, the Reserved Claims will be
subordinated to distributions to general unsecured creditors. Consistent with the DIP Order, the
Buyers also shall be deemed to have assigned to the estates their subordination rights as to Forest
Oil Corporation as to any assets that become available to the estates other than the Excluded
5
Interests.

5. Aside from wiping away over $450 milion of senior secured claims

against these estates, the Sale also wil allow a liquidating plan to be confirmed. The Buyers
have agreed to fund a wind-down budget totaling approximately $12.6 millon (the "Wind-Up

Budget") that will include suffcient funds to satisfy all accrued administrative and priority
claims, plus post-closing estate expenses associated with confirming a plan, reconciling claims,
pursuing any available litigation, and making distributions to creditors. The Wind-Up Budget is

attached hereto as Exhibit A. (Additional funding also wil be provided to reimburse the
Debtors for their ongoing management ofthe Beta assets post-closing under a transition services
agreement pending approval of

the successor operator by applicable governental authorities.)

6. The benefits to the estates associated with the Sale are obvious and

substantiaL. Over $450 million of secured debt will simply go away. The estates will be fully

5 The lenders were previously required to assign to the estates certain of Corporation under paragraph 38 of

their subordination rights as to Forest Oil

the Final Order Pursuant To 11 Us.e. 105,361,362,363,364,365 And

petition Financing; (2) Authorizing Use of Cash Collateral; priority Administrative Expense Status; (4) Granting Adequate Protection,' and (5) Modifing Automatic Stay, entered on June 24,2009 (Docket No. 415) (the "DIP Order"). 507: (1) Approving Senior Secured Superpriority Post (3) Granting Liens and Providing Super

68773-002\DOCS_DE: 155958.2

funded so that all accrued administrative and priority obligations can be paid and the estates can

turn to liquidating their unencumbered assets, which include avoidance actions and the first

proceeds realized from certain litigation up to $2 milion.6 Moreover, the Wind-Up Budget wil
be fully funded and irrevocable upon closing of the Sale except as to success fees payable to

certain professionals totaling approximately $3 million. In other words, to the extent that the
Debtors are able to spend less than projected in the Wind-Down Budget on administration and

priority claims, then any excess will be available to unsecured creditors. Notably, the Wind-Up
Budget already includes a contingency of $1 million that could be utilized for this purpose,

assuming that remaining claims, professional fees and administration costs do not exceed
budgeted amounts.

7. Perhaps given the clear advantages to the estates associated with the Sale,

there are few pending obj ections to the Sale. As mentioned above, the Debtors believe that an

agreement has been reached with Aera and Noble in principle, subject to definitive

documentation. The updated response below assumes that no settlement is finalized with Aera
and Noble.

Updated Response to Objections

A. ACE Objection (Docket No. 671)

8. ACE, a bond surety, filed a "Protective Objection" stating that the Debtors
canot convey a bond issued by ACE, but rather must replace it outright. Given that the Sale

Agreement contemplates that the bond at issue will remain in place so long as PERL remains as
proceeds from claims against Union Oil Company and recoveries on account of production payments. As addressed below, the adversary proceedings involving Noble and Aera should be resolved as part of the Sale and will yield value for the estates in the approximate amount of reducing the $2 million carve-out accordingly. $400,000, which could have the effect of
68773-002\DOCS _DE: 155958.2
6 Under the DIP Order, the lenders carved-out $2 million of

operator and will then be replaced by a new bond arranged through the Buyers, ACE should have
no objection to the proposed sale of

the Beta Assets or the terms thereof.

B. Committee Supplemental Objection (Docket No. 684)

9. The Committee's supplemental objection is focused on a few narrow and

interrelated issues that can reduced to a single point: the Sale should not be approved because it
will benefit only the Buyers (i.e., the secured lenders) and leave the estates administratively

insolvent, while paying $3 milion in success fees to the Debtors' professionals.

10. Notably, the Committee has no alternatives to propose and ignores that the
Beta Assets have been heavily marketed for over eight (8) months with no offers having been

received that come anywhere close to the total secured debt in these cases. Hence, even if an unrelated third party bidder proposed to acquire the Beta Assets, the Buyers would stil have the
right to credit bid under section 363(k) of

the Bankptcy Code and take all the assets just as they

are doing here, but without necessarly agreeing to contribute over $12 million to winding-up the
estates.
11. More importantly, the Committee's objection should be overrled because

the estates will not be rendered administratively insolvent through the Sale, as demonstrated by

the Wind-Up Budget. Indeed, the Debtors' estates will have significant unencumbered assets
available to them and the funding necessary to pursue such assets -- namely, avoidance actions
and the first proceeds from the adversary proceeding commenced by Union Oil Company.

Although the Buyers are under no legal compulsion to fund at the level contemplated in the Wind-Up Budget, they have nonetheless agreed to do so in order to ensure that there are clear
benefits here to the estates above and beyond a mere credit bid sale.
68773-002\DOCS _DE: 155958.2

12. Last, the issue of allowance and payment of success fees is simply

irrelevant to the matter at hand. All success fees will be subj ect to Court approval at a later date

when final fee applications are filed. The Committee has a right to object to such fees.
However, to the extent any success fees are disallowed, the money set aside for these claims

under the Wind-Up Budget will go back to the Buyers. These funds are included in the Wind-Up

Budget for a specific purose and are refundable to the extent the fees at issue are ultimately
disallowed. Everything else in the Wind-Up Budget is irrevocable and thereby incentivizes these
estates to minimize expenses in order to maximize returns to unsecured creditors.
C. Noble and Aera Objections (Docket Nos. 675 and 677)
13. The objections asserted by Noble and Aera are discussed together because

they substantially overlap. The Debtors originally acquired the Beta Assets from Noble and

Aera. There are three principal issues raised by these parties.

14. First, as part of the Debtors' acquisition of

the Beta Assets, Noble and

Aera retained a production payment ("Production Payment") that entitles each of

Noble and Aera

to a portion of

the oil sale proceeds realized from certain Beta Assets up to $1,333,333.33 and

$5,800,000, respectively. The current aggregate amount due and owing to Noble and Aera on

account ofthe Production Payments is $6,993,333.33. Noble and Aera assert that their
respective Production Payments constitute property interests that were never conveyed to the

Debtors and remain covenants running with the land until paid. Under prior Court order, the
Debtors have set aside approximately $7.6 million in cash to satisfy the Production Payments

once the pending adversary proceedings concerning the status of the Production Payments are

68773-002\DOCS _DE: 155958.2

resolved. The excess funds in reserve cover accrued interest and fees asserted by Noble and
Aera.
15. As part of

the Sale, the Buyers will take the Beta Assets free and clear of

any asserted Production Payments by Noble and Aera. Accordingly, the Debtors propose to pay
Aera and Noble in full on account of the principal amount of

the Production Payments, plus

accrued interest.7 Such payment will leave approximately $400,000 remaining in the existing
reserve, which will be made available to unsecured creditors consistent with the DIP Order.
16. Second, Aera asserts that any Buyer must perform under a certain sinking

fud trust agreement related to potential decommissioning obligations for the San Pedro Bay
pipeline (the "Pipeline Sinking Fund") by paying all unpaid amounts owed to date and commit to

pay all future amounts into the Pipeline Sinking Fund up to the total amount of $4.3 million. The
Buyers have agreed to assume and cure all outstanding obligations relating to the Pipeline

Sinking Fund. Hence, Aera's objection on this point is moot.

17. Third, although this objection is not clearly expressed, it appears that Aera

and Noble want the Buyers to assume not only all plugging and abandonment obligations associated with the Beta Assets (which they are prepared to do), but also various unspecified

obligations of PERL that remain in place under the prior sale agreements pursuant to which Aera

and Noble conveyed their interests in the Beta Assets to PERL (together, the "Prior Sale

Agreements"). The Buyers are under no obligation to assume the Prior Sale Agreements.
Indeed, the Buyers are entitled under section 365 of

the Banptcy Code to pick and choose the

7 Aera and Noble are not entitled to attorneys' fees in connection with the Production Payments because, under
the Prior Sale Agreement (defined below), there is no provision for an award of attorneys' fees in section 18.06 of the context of a dispute between the parties.
68773-002\DOCS _DE: 155958.2

contracts that they wish to assume. In this instance, rather that assuming the Prior Sale Agreements (which may not even be executory), the Buyers wil be acquiring and assuming all
plugging and abandonment obligations under various federal leases that are encompassed within
the Beta Assets.
18. In addition, the Buyers have agreed to assume the Debtors' obligations

under the Supplemental Bond for Decommissioning Liabilties Trust Agreement (per 30 CFR
256.52), dated as of

March 1,2007 (the "MMS Trust"), among US Bank National Association as

the United States

trustee, PERL as "Settlor" and the Minerals Management Service ("MMS") of

Department of Interior as "Beneficiary." The MMS Trust holds approximately $98 milion for
potential plugging and abandonment obligations. Aera is an express third party beneficiary of

the MMS Trust and has a securty interest in the trust assets subordinate only to the MMS. The
MMS Trust was created to cover anticipated plugging and abandonment obligations under
various MMS leases included as part of

the Beta Assets. By virtue of acquiring and assuming

the MMS leases as part ofthe Sale, the Buyers also will assume all plugging and abandonment obligations relating thereto. The collateral in the MMS Trust and Aera's subordinate interest
therein will remain unaffected by the Sale

19. To the extent that there are obligations under the Prior Sale Agreements
that constitute covenants running with the land, as Aera and Noble appear to suggest, the Buyers
are wiling to take the Beta Assets subject to any such claims. Hence, the objections of

Noble

and Aera on this point are irrelevant to the proposed Sale.

68773-002\DOCS _DE: 155958.2

WHEREFORE, the Debtors respectfully request that this Court (a) overrle each

remaining objection to the Sale to extent set forth herein, (b) grant the Sale Motion and authorize
the sale of the Beta Assets to the Buyers; (c) approve the assumption and assignent of the

various contracts and leases covered by the Sale Agreement to the Buyers; and (d) grant such
other and further relief as is just and proper.

Dated: December 21, 2009

PACHULSKI STANG ZIEHL & JONES LLP

~ lJl-lG
Ira - . Kharasch (CA Bar No. 109084) M im B. Litvak (CA Bar No. 215852) Robert M. Saunders (CA Bar No. 226172) James E. O'Neill (Bar No. 4042) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100 Facsimile: 310/652-4400

Email: ikharasch(fpszjlaw.com mli tvak(fpszyj law. com

rsaunders(fpszj law.com j oneil(fpszj law .com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS _DE: 155958.2

10

EXHIBIT A

Court Summary

Pacific Energy Resources ltd.

Wind-Down Summary of Sources and Uses

Sources of Cash
Beginning Cash Additional Lender Wind-down Funding Total Company Sources

$ 895,500
12,584,408 13,479,908

U'~

(ei

Uses of Cash
Success and Transaction Fees

Zolfo Success Fee Beta Transaction Fees

Alaska Transaction Fees

Employee Beta Incentive Plan Total Success and Transaction Fees

1,000,000 2,050,000 300,000 268,000 3,618,000

Accrued but unpaid professional fees Wind-down professional fees

Administrative and Priority Claims

Employee Costs G&A Expenses

Contingency

4,578,664 2,104,000 1,576,000 473,743 129,500 1,000,000

13,479,908
$

(q
(OJ

(n

Total Company Uses

Net Sources and Uses

Footnotes
(Al Beginning cash balance reflects cash that will not be swept by the Lenders at closing and is meant to cover certain
remaining Alaska disbursements and outstanding checks.

rEI Lenders will fund the remainder of the wind-down budget at closing. (C) Professional Fees are shown net of advances held by professionals. (OJ Represents cost associated with the wind-down efforts
(t) Includes cost associated with wind-down efforts and payout of accrued vacation upon termination.

Court Summary
Page 1 of 3

12/21/2009

Wind-down Professional Fees

Pacific Energy Resources Ltd.

Wind-Down Budget
Professional Fees to Administer the Wind-Down
Dec-09
Jan-1O
Feb- 10

Mar-10

Apr-1O

May-10

Jun-10

(A)

Total

Pachulski, Stang, Ziehl & Jones

Rutan & Tucker

Steptoe
Pepper Hamilton

35,000 5.000 15,000 6.000

175,000 25,000 75,000 30,000 305,000

50,000 25,000

125,000 25,000 75,000 30,000

125,000 25,000 75,000 30,000

125,000 25,000 75,000 30,000

125.000 25.000

75000
30.000

125,000 25,000 75,000 30,000 255,000

835.000 155.000 465,000 186,000

1,641,000
110,000 55,000
(8)

Total Legal Fees

61,000
10,000 5,000
6,000 2,000

255,000
50,000 25,000 30,000 10,000

255,000

255,000

255,000

Zolfo Cooper Deloitte

AMS/PAR (JIB Audit) Omn! Management

Fee Auditor
Windes & McCiaughry
Loeb & Loeb

30,000 10,000 50,000

165,000

30,000 10,000

30,000 10,000

30,000 10.000

30,000 10,000

186,000 62,000 50,000

Total Financial and Other Fees

Total
$

23000
84,000

115,000
$

40,000

40,000
$

40,000
$

40,000
$

463,000
$

470,000

370,000

295,000

295,000

295,000

295,000

2,104,000

Footnotes: (A) The budget above is based on a forecast through June 2010. To the extent more time is required, no additional funding is expected to be necessary.
(8) The total legal

fees by activity are estimated as follows:

Bankruptcy Administration $ 328,200

Claims Management 492,300

Plan/Disclosure Statement 328,200

Litigation 492,300
$ 1,641,000

Wind-down Professionai Fees

Page 2 of 3

12/21/2009

Pacific Energy Resources, Ltd. Detailed Professional Fee Payment Summary

March
~btol Pr()r~ssjoimls

DeGolyer and MacNaughton Accrued

Paid

~~
35,521

Accrued Professional Fee Detail

June

-- ~ September October

November December

Retainers

Total

54,605

20,00
36,892 36,892

20,000
36,892 36,892

5,055 5,055
33,751 33,751

2,061 2,061

97,242 47,116

Jensen Lwiy
Accrued
Paid JI Auditors

9,075

9,075

9,075

13,000

15,000

5,000

5,000

(23,974)

148,787 107,535

Accrued Paid Lazard Accrued

Paid

95,920 95,920

95,920 95,920
114,043 94,043 100,808 80,808

31,790 31,790
67,167 54,370 33,542 33,542
12,825 12,825

31,790 31,790
67,167 54,370 37,574 37,574 21,894 20,000
15,688 15,688

100,918 100,918

101,225 81,225

100,000

50,000

50,000

50,000

(50,000)

680,575 420,575
134,333 108,740

Meyers, Norris, Penney Accrued

Paid Milstream Energy lLC A

Accrued Paid NeLherland Sewell Accrued

Paid

55,826 55,826
19,404 19,404

52,616 42,680
10,729 10,729

10,776 8,621

10,324 8,569

5,000

5,000

5,000

20,550

236,208 186,812
64,852 62,958

Omni ManagemenL Accrued

Paid

21,876 21,876
252,925 252,925
104,122 104,122

30,499 30,499
312,032 312,032
120,524 120,524

39,363 39,363
363,981 293,838 148,864 119,131

15,179 15,179

3,927 3,927

5,180 5,180
275,387 225,509
90,431 72,367

18,270 18,270

16,692

20,00
400,000

186,673 149,981

Pachulski Slang Ziehl & Jones LLP Accrued

Paid

391,327 391,327
135,080 135,080
104,451 104,451

514,045 429,083 327,577 262,582

502,607 411,860
145,315 116,324

220,153

400,000

(325,000)

3,307,457 2,316,574
1,416,274 930,130

Rutan & Tucker LLP Accrued

Paid

68,540

92,578

200,000

(16,756)

Schully, Robert Accrued

Paid Zolfo Cooper A

89,463 89,463

96,284 96,284

109,076 87,340
400,211 400,211

220,170
176,268

149,340 119,522

102,016

81,066

150,000

200,000

(19,767)

1,282,100 673,329

Accrued

.l!rown~i.
Andrews Kurh LLP
Accrued Paid Ashby & Geddes Accrued
Paid

Paid

308,406 308,406

444,318 444,318

410,780 410,780

389,912 389,912

287,042 287,042

196,298

12 1 ,624

70,000

150,000

2,778,592 2,240,669

78,529 78,529
12,562 12,562

5,641 5,641

264,570 264,570
65,696 65,696
i ,544,805 1,494,805

15,388 15,388

Bingham Accrued
Paid

256,745 256,745
8,244 8,244

186,029 186,029
14,736 14,736

Birch, Horton, BiUner and Cherat Accrued

Paid Haynes and Boone Accrued Paid

60,965 60,965

526,000

Reed Fenil
Accrued
Paid

764 764
196,121 196,121

21,794 21,794 82,000 82,000

28,964 28,964 82,000

24,969 24,969
113,492 113,492 543,381 543,381

2,820 2,820
338,206 338,206
99,074 99,074 99,074 99,074
150,000

79,3 10

79,310

Skadden Accrued
Paid

350,000

82,00

2,053,348 1,553,348

K.wrtrrm.i:iiiiiii ,Ihria 1i1..'J'lfllllli. Steptoe

Accrued Paid Pepper Hamilton Accrued
Paid

132,813 132,813
15,943 15,943

146,744 146,744

131,381 131,381

115,088 93,234

140,511 114,103

25,181

13,989

7,711

75,000

75,000

863,418 618,276
148,987 107,648

36,688 36,688

17,605 17,605

20,014
16,011

18,065 14,743

8,241 6,659

6,444

6,569

9,420

10,000

Deloiue Accrued
Paid BUiiu US Trutee Accrued Paid

73,742 73,742

73,742 73,742

22,204 22,204

29,742 24,324

16,708

2,823

10,00

228,962 194,012

21,133 21,133

12,814 12,814

12,814 12,814

12,814 12,814

13,683 13,683

13,683 13,683

13,683 13,683

15,000

15,000

15,000

145,625 100,625

Fee Auditor Accrued

Paid

826 660

28,225 22,589

9,409 7,542

4,644 3,742

13,989

25,000

82,093 34,533

lIrlm
Accrued
Paid

1,810,208 1,917,278 1,586,121 1,812,209 2,948,302 1,815,604 1,105,285 774,055

1,278,679 1,278,679

1,880,550 1,880,550

1,762,806 1,887,067 1,586,121 1,620,311 2,676,609 1,599,996 ~ ~

47,402 30,211 191,898 271,693 215,608 506,556 591,565

(435,497) 16,492,793

11,914,129
(435,497) 4,578,664

Unpaid

Footnote Transaction and success fees for Beta are not included in the above figures.
Certain accrued fees above are estimated amounts.

3013

12/21/2009