IN THE UNITED STATES BANKRUPTCY COURT FOR THE 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 COMBINED FINAL REPORT REGARDING THOSE FEE APPLICATIONS WITH DE MINIMIS OR NO FEE OR EXPENSE ISSUES FOR THE SIXTH INTERIM PERIOD 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 all the Interim Fee Applications of those firms for which we have de minimis1 or no fee or expense issues for the Sixth Interim Period (collectively referred to hereafter as the Applications).2 BACKGROUND 1. Pepper Hamilton LLP (Pepper Hamilton) was retained as counsel to the official

committee of unsecured creditors. In the Application, Pepper Hamilton seeks approval of fees totaling $23,049.50 and expenses totaling $1,030.41 for its services during the Application Period. 2. Schully, Roberts, Slattery & Marino PLC (SRSM) was retained as special oil-and-

gas and transactional counsel to the debtors-in-possession. In the Application, SRSM seeks approval of fees totaling $28,017.50 and costs totaling $119.68 for its services during the

For purposes of this report, applications with de minimis issues are those for which: (1) our recommended reductions total less than $250.00, and (2) the applicant has agreed to our recommended reductions. The Sixth Interim Period encompasses June 1, 2010 through August 31, 2010 (the Application Period).
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Application Period. 3. In conducting this audit and reaching the conclusions and recommendations

contained herein, we reviewed in detail the Applications in their entirety, including each of the time and expense entries included in the exhibits to the Applications, for compliance with 11 U.S.C. 330, 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. DISCUSSION 4. We have no objections to or issues with, any of the Applications, with the exception

of the de minimis issue noted in the following paragraph and accompanying footnote. CONCLUSION 5. In summary, for the Application Period, we recommend approval of the following

fees and expenses for these Applicants: a. Pepper Hamilton - $23,008.50 in fees ($23,049.50 minus $41.00)3 and $1,030.41 in expenses; and b. SRSM - $28,017.50 in fees and $119.68 in expenses.

This reflects a recommended fee reduction of $41.00 for a time entry which Pepper Hamilton agreed contained an arithmetic error.
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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 by First Class United States mail to the attached service list on this 7th day of March, 2011.

Warren H. Smith

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SERVICE LIST Notice Parties Applicant David B. Stratton, Esq. James C. Carignan, Esq. Pepper Hamilton, LLP Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Applicant Anthony C. Marino, Esq. Lynn G. Wolf, Esq. Schully, Roberts, Slattery & Marino PLC 1100 Poydras Street, Suite 1800 New Orleans, LA 70163-1800 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 Canadian Counsel to the Debtors Jensen Lunny MacInnes Law Corp. 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

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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 Co-Counsel to the Official Committee of Unsecured Creditors Filiberto Agusti, Esq. Steven Reed, Esq. Joshua Taylor, Esq. Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

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