UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In Re: PACIFIC ENERGY RESOURCES, LTD., et al., Debtors.

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

FEE AUDITORS FINAL REPORT REGARDING FINAL FEE APPLICATION OF LOEB & LOEB, L.L.P., FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF JUNE 26, 2009 THROUGH JANUARY 22, 2010 This is the final report of Warren H. Smith & Associates, P.C., acting in its capacity as fee auditor in the above-captioned bankruptcy proceedings, regarding the Final Fee Application of Loeb & Loeb LLP for Compensation and Reimbursement of Expenses for the Period of June 26, 2009 through January 22, 2010 (the Application). BACKGROUND 1. Loeb & Loeb LLP (Loeb) was retained as special tax counsel to the debtors-in-

possession. In the Application, Loeb seeks final approval of fees totaling $39,582.501 and costs totaling $34.292 for its services from June 26, 2009 through January 22, 2010 (the Final Application

We note that the total of the fees requested in Loebs prior interim applications, plus the additional $1,595 in compensation requested in the Application, is $43,904.00. Loeb appears to have deducted from this amount the $4,312.50 reduction ordered by the Court for the Second Interim Period, which period is discussed in more detail in paragraph 4, to arrive at the figure for which it seeks final approval in the Application. In fact, Loeb has reduced its fee request by $9.00 more than the amount of the ordered reduction. We note that the total of the expenses requested in Loebs prior interim applications, plus the additional $9.60 in expenses requested in the Application for the final application period, is $34.29. There were no expense reductions ordered by the Court, nor have we recommended any expense reductions for any periods that have yet to be considered by the
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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 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 Loeb an initial report based on our review, and received a response from Loeb, portions of which response are quoted herein. DISCUSSION Final Application Period 3. In the Application, Loeb seeks approval of an additional $1,595.00 in fees and $9.60

in expenses that were not included in any prior interim application. These amounts relate to the preparation of Loebs interim application for the third interim period, which was prepared after Loebs substantive work in the case had been completed. Accordingly, Loeb decided to include these amounts in its final application rather than incur the expense of preparing an additional interim application. We have reviewed the basis for these fees and expenses and have no objection to their allowance.

Court.
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Prior Interim Periods 4. We note that we previously filed the following final reports for Loebs prior interim

applications, which final reports we incorporate by reference herein, and we also note the following orders that ruled on Loebs prior interim fee applications: 2nd Period: Fee Auditors Final Report Regarding Interim Fee Application of Loeb & Loeb LLP, for the Second Interim Period (Docket #1370) filed on or about March 2, 2010, in which we recommended approval of fees totaling $20,517.50 and expenses totaling $7.20 reflecting our recommended reduction of $4,312.50 in fees, as further explained in paragraph 3 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: Fee Auditors Combined Final Report Regarding Those Interim Fee Applications with No Fee or Expense Issues for the Third Interim Period (Docket #1628) filed on or about June 3, 2010, in which we recommended approval of fees totaling $17,479.00 and expenses totaling $17.49, as further explained in paragraph 1 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). 5. We have reviewed the final reports and orders allowing fees and expenses for the prior

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interim periods, and we do not believe there is any reason to change the amounts awarded for those periods. CONCLUSION 6. Thus, we recommend approval of fees totaling $39,582.503 and expenses totaling

$34.294 for Loebs services for the Final Application Period.

We note that the total of the fees requested in Loebs prior interim applications, plus the additional $1,595 in compensation requested in the Application, is $43,904.00. Loeb appears to have deducted from this amount the $4,312.50 reduction ordered by the Court for the Second Interim Period, which period is discussed in more detail in paragraph 4, to arrive at the figure for which it seeks final approval in the Application. In fact, Loeb has reduced its fee request by $9.00 more than the amount of the ordered reduction. We note that the total of the expenses requested in Loebs prior interim applications, plus the additional $9.60 in expenses requested in the Application for the final application period, is $34.29. There were no expense reductions ordered by the Court, nor have we recommended any expense reductions for any periods that have yet to be considered by the Court.
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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

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 5th day of May, 2011.

Warren H. Smith

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SERVICE LIST Notice Parties

The Applicant Vadim J. Rubinstein Loeb & Loeb LLP 345 Park Avenue New York, NY 10154-1895 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 Counsel to the Debtors Ian S. Fredericks, Esq. Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Special Counsel to the Debtors Penelope Parmes, Esq. Rutan & Tucker, LLP 611 Anton Boulevard 14th Floor Costa Mesa, CA 92626

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 Counsel to the Debtors Anthony C. Marino, Esq. Schully, Roberts, Slattery & Marino PLC Energy Centre 1100 Poydras Street, Suite 1800, New Orleans, LA 70163 Financial Advisor to the Debtors Curtis A. McClam Deloitte Financial Advisory Services LLP 350 South Grand Ave, Ste. 200 Los Angeles, CA 90071 Financial Advisor to the Debtors John Rutherford Lazard Freres & Co. LLC 30 Rockefeller Plaza, 61st Floor New York, NY 10020

Canadian Counsel to the Debtors

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Co-Counsel to the Official Committee of Unsecured Creditors David B. Stratton, Esq. James C. Carignan, Esq. Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899

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