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)

Related Docket No. 291

LIMITED OBJECTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO MOTION OF THE DEBTORS FOR AN ORDER AUTHORIZING ABANDONMENT OF INTERESTS IN THE SPURR PLATFORM LOCATED IN ALASKA AND REJECTION OF EXECUTORY CONTRACTS RELATING THERETO The Official Committee of Unsecured Creditors (the Committee) of the abovecaptioned debtors and debtors-in-possession (the Debtors),1 through its undersigned counsel, hereby submits this Limited Objection to the Motion Of The Debtors For An Order Authorizing Abandonment Of Interests In The Spurr Platform Located In Alaska And Rejection Of Executory Contracts Relating Thereto (D.I. 291) (the Motion), and in support hereof, respectfully states as follows: 1. On March 9, 2009 (the Petition Date), the Debtors each filed a voluntary

petition for relief under Chapter 11 of Title 11 of the United States Code (as amended, the Bankruptcy Code). The Debtors are presently operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1108 and 1108 of the Bankruptcy Code. 2. On May 11, 2009, the Debtors filed the Motion, pursuant to which

Debtors seek authorization to abandon certain assets comprised of interests in an offshore oil and gas platform known as the Spurr Platform (the Assets).

The Debtors in these Chapter 11 cases are: Pacific Energy Resources Ltd. (PERL); Petrocal Acquisition Group; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp.; Pacific Energy Alaska Operating LLC (PEAO); San Pedro Bay Pipeline Company; Carneros Energy, Inc.; and Gotland Oil, Inc.

#11040567 v1

3.

Since the Petition Date, the Debtors have been marketing certain

components of their businesses and assets for sale. Upon information and belief, at least one potential purchaser has expressed an interest in acquiring certain assets of Debtors including the Assets. 4. The Committee objects to the Motion to the extent it would deprive the

Debtors estates of potential revenue that could be obtained through a sale, rather than an abandonment, of the Assets.

-2#11040567 v1

WHEREFORE, the Committee respectfully requests that the Hearing to consider the relief requested in the Motion be adjourned to a date following conclusion of the Debtors sale process. Dated: May 29, 2009 Respectfully submitted,

By: /s/ John H. Schanne II _______________________ David B. Stratton (DE No. 960) James C. Carignan (DE No. 4230) John H. Schanne II (DE No. 5260) PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 and Francis J. Lawall, Esq. PEPPER HAMILTON LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103-2799 Tel: (215) 981-4000 Fax: (215) 981-4750 Counsel for the Official Committee of Unsecured Creditors of Pacific Energy Resources Ltd., et al.

-3#11040567 v1

CERTIFICATE OF SERVICE I, John H. Schanne II, hereby certify that on the 29th day of May, 2009, I caused the foregoing Limited Objection of the Official Committee of Unsecured Creditors to Motion of the Debtors for an Order Authorizing Abandonment of Interests in the Spurr Platform Located in Alaska and Rejection of Executory Contracts Relating Thereto to be served upon the following individuals via hand delivery. Ira D. Kharasch, Esq. James E. O'Neill, Esq. James K.T. Hunter, Esq. Robert M. Saunders, Esq. Kathleen P. Makowski, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor PO Box 8705 Wilmington, DE 19899-8705

/s/ John H. Schanne II John H. Schanne II

#11040567 v1