IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

IN RE: CHAPTER 11 PACIFIC ENERGY RESOURCES LTD., et al., ) ) ) ) Case No. 09-10785 (KJC) (Jointly Administered)
Hearing date: May 19, 2010 at 2:00 p.m. Objection Deadline: May 12, 2010 at 4:00 p.m.

Debtors.

LIMITED OBJECTION OF UNION OIL COMPANY OF CALIFORNIA TO DEBTORS' THIRD MOTION FOR ORDER DEEMING CERTAIN CLAIMS TO HAVE BEEN SATISFIED
Union Oil Company of California ("Union") hereby objects to the Debtors' Third Motion for Order Deeming Certain Claims To Have Been Satisfied (the "Motion"), respectfully representing as follows:

Background
1. On March 9, 2009, the Debtors commenced these cases by filing voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. 2. On September 2, 2009, this Court entered its Order Granting Alternative Motion

of Pacific Energy Alaska Operating LLC for an Order Authorizing Abandonment of Interests in Oil and Gas Properties at Trading Bay, Alaska and Rejection of Executory Contracts Relating Thereto (Doc. No. 832). 3. On April 27, 2010, the Debtors filed the Motion, seeking an order deeming certain

proofs of claim satisfied pursuant to the Conditional Order (a) Vacating This Court's Abandonment Order in Part for Certain Alaska Assets and (b) Authorizing the Debtors to Sell Certain Alaska Assets (Doc. No. 1157).

702216007v4

Argument 4. On Exhibit A to the Motion, the Debtors list three proofs of claim filed by the

State of Alaska, nos. 448, 449, and 465. It appears likely from the face of the claims that at least claim no. 449 relates to the Debtors' abandoned Trading Bay assets, as that claim is asserted against Pacific Energy Alaska Operating LLC, whose principal assets were in Trading Bay. To the extent any of these claims are based on Trading Bay-related abandonment, decommissioning and remediation liability that is not subject to discharge in this chapter 11 case or in any superseding chapter 7 case, Union objects to deeming such claims satisfied. Union further objects to the relief requested in the motion to the extent that it might be construed to affect Union's ability to recover amounts related to abandonment, decommissioning and remediation liability from the Debtors' predecessors in interest in Trading Bay, and requests that any order the Court enters expressly provide that no third party rights, duties, liabilities, or obligations are being affected thereby. 5. Union reserves the right to be heard in connection with this matter and to seek

clarification of which of the State of Alaska's claims relate to the Debtors' abandoned Trading Bay assets.

2
702216007v4

For the foregoing reasons, Union respectfully requests that the Court (i) deny the Debtors' Motion to the extent it seeks to deem claims of the State of Alaska against the Debtors for Trading Bay-related abandonment, decommissioning and environmental remediation liability satisfied to the extent that such claims are not subject to discharge in this chapter 11 case or in any superseding chapter 7 case; (ii) include in any resulting order that no third party rights, duties, liabilities, or obligations are being affected thereby; and (iii) grant such other and further relief as is just and proper. Dated: May 12, 2010 Wilmington, DE Respectfully submitted, By: On /14 Norman M. Monhait (ID No. 1040) Rosenthal, Monhait & Goddess, P.A. 919 North Market Street, Suite 1401 P.O. Box 1070 Wilmington, DE 19899-1070 Telephone: (302) 656-4433 Facsimile: (302) 658-7567 and Richard L. Epling David A. Crichlow Roger Elder Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036 Telephone: (212) 858-1000 Facsimile: (212) 858-1500
^

Z)/

Attorneys for Union Oil Company of California

3
702216007v4

CERTIFICATE OF SERVICE
I, Norman M. Monhait, hereby certify that on this 12 th day of May, 2010, I caused the foregoing of Limited Objection of Union Oil Company of California to Debtors'
Third Motion for Order Deeming Certain Claims to Have Been Satisfied to be served

on all parties registered with the CM/ECF System for the United States Bankruptcy Court for the District of Delaware in this case and in the manner indicated to the individuals listed below.
Via Hand Delivery Laura Davis Jones, Esquire James E. O'Neill, Esquire Kathleen P. Makowski, Esquire Scotta Edelen McFarland, Esquire Pachulski Stang Ziehl & Jones LLP 919 Market Street, 17 th Floor Wilmington, DE 19801 Via Hand Delivery David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza 1313 Market Street, Suite 5100 Wilmington, DE 19801 Via Hand Delivery Ian S. Fredericks, Esquire Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square Wilmington, DE 19801 Via Hand Delivery Don A. Beskrone, Esquire Ashby & Geddess 222 Delaware Avenue, 17 th Floor P.O. Box 1150 Wilmington, DE 19899

Via Hand Delivery Joseph McMahon, Esquire Office of the United States Trustee 844 King Street, Room 2207 Lockbox 35 Wilmington, DE 19899-0035
Via U.S. Mail Ira D. Kharasch, Esquire Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd. 1 1 th Floor Los Angeles, CA 90067-4100

Via U.S. Mail Maxim B. Litvak, Esquire Pachulski Stang Ziehl & Jones LLP 150 California Street, 15 th Floor San Francisco, CA 94111
Via U.S. Mail Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103-2799

Via U.S. Mail Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 Via U.S. Mail Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28 th Floor Los Angeles, CA 90067 Via U.S. Mail Amy Kyle, Esquire Bingham McCutchen One Federal Street Boston, MA 01221-1726

Via U.S. Mail T. Kellan Grant, Esquire Seth Jacobson, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 333 West Wacker Drive Chicago, IL 60606-1285 Via U.S. Mail Jeffrey Sabin, Esquire Bingham McCutchen 399 Park Avenue New York, New York 10022

Norman M. Monhait (Bar No. 1040)