IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re ) Chapter 11
)

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

) (Jointly Administered)

) Debtors. ) Related to Docket No. 619

Hearing Date: August 4, 2009 at I :30 p.m. prevailng Eastern time

OBJECTION OF THE DEBTORS TO MOTION OF COOK INLET PIPE LINE COMPANY TO COMPEL PAYMENT OF ADMINISTRATIVE EXPENSES
The debtors and debtors in possession (together, the "Debtors") in the above-captioned
cases hereby object to the Motion to Compel Payment of Administrative Expenses (the
"Motion") filed by Cook Inlet Pipe Line Company ("CIPL"). In support of

this objection, the

Debtors respectfully state as follows:

Preliminary Statement
1. CIPL is owned by Union Oil Company of California ("Union") and

Pacific Energy Alaska Holdings LLC ("PEAH"), one of

the Debtors. Although Union and

PEAH share a 50% ownership interest in CIPL, the company is controlled and operated by

Union (through an affiiate). Union previously filed a motion in this case to compel the Debtors

to pay certain administrative expenses, which the Cour denied without prejudice. The instant

i 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 I.D. # 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.

68773-002\DOCS _ LA:205 500.4

Motion, at least to the extent that it is contested by the Debtors, is a redux of that prior request, and except as set forth below, should be denied for the same reasons.

2. CIPL owns an oil pipeline (the "Pipeline") in Alaska. The Debtors utilize
the Pipeline for purposes of

transporting oil production from properties (the "PERL Operated

Assets") operated by Pacific Energy Resources Ltd. ("PERL"). Union also utilzes the Pipeline
to transport oil production from an area around Cook Inlet, Alaska commonly referred to as

"Trading Bay." Union is the designated operator and majority working interest holder forthe
various properties at Trading Bay (the "Union Operated Assets").
3. By the Motion, CIPL seeks allowance and payment of an administrative

expense in the amount of$643,693.35 (the "CIPL Claim") that covers Pipeline charges

associated with both the PERL Operated Assets and the Union Operated Assets. The Debtors do
not dispute the portion of the CIPL Claim relating to the PERL Operated Assets, which totals

approximately $124,480.15. However, for the same reasons that the Debtors previously objected
to (and the Court disallowed without prejudice) Union's administrative claim with respect to
Trading Bay, the Debtors object to the portion of

the CIPL Claim relating to the Union Operated

Assets, which totals $519,213.20 (the "Union-Related Amount").

4. The Union-Related Amount is not entitled to administrative priority

because there has been no transaction with, and no benefit to, the estate for purposes of this

claim. It is stil unclear whether the Debtors wil be able to sell their working interests in
Trading Bay or whether they wil be forced to abandon such interests. Both a sale motion with
respect to the Debtors' interests in Alaska and an abandonment motion (filed in the alternative)
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are set for hearing on August 4. Ifno sale can be consummated and the Debtors' interests in
Trading Bay are abandoned, CIPL's administrative claim should be denied for lack of

benefit to

the estate.
5. Next, even if

the Union-Related Amount is determined to be a valid

administrative claim, which the Debtors hotly contest, there is no basis to direct immediate

payment of any administrative claim at this time. The Debtors have until the effective date of a
plan to satisfy allowed administrative claims and nothing here compels payment to CIPL on an
expedited basis. There are also superpriority claims and liens (senior to any administrative

claim) likely to be asserted by the Debtors' lenders.

6. In sum, the Motion should be denied because, absent a sale, there is no

benefit to the estate associated with the Union-Related Amount and, even if an administrative
claim is allowed, there is no basis for immediate payment.

Back2:round
7. On March 9, 2009 (the "Petition Date"), the Debtors commenced these

cases by each fiing a voluntary petition in this Court. The Debtors have continued in the
possession of their property and have continued to operate and manage their business as debtors
in possession pursuant to sections 1107(a) and 1108 of

the Banptcy Code. No request has

been made for the appointment of a trustee or an examiner in these cases.

A. Description of the Debtors
8. The Debtors are a group of independent energy companies engaged in the

acquisition, development and exploitation of oil and gas properties in the western United States.
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The Debtors' intent is to provide the operational focus necessary to their properties to exploit
their full potential, and are focused on applying their extensive engineering, operating, geologic,
and geophysical expertise to provide significant proved reserve and production growth.
B. The Debtors' Relationship With Union and CIPL

9. As noted above, the Union Operated Assets consist of

various oil and gas

interests in Trading Bay. Pacific Energy Alaska Operating, LLC ("PEAO") has a 46.8%
working interest and Union has a 53.2% working interest in each ofthe leases that make up the

Union Operated Assets. PEAH and Union also share a 50% interest in CIPL. Union is the
operator, and party in control, of

both the Union Operated Assets and CIPL. The principal asset

of CIPL is the Pipeline.

10. Aside from interrptions caused by recent volcanic activity in the area,
Union, as majority working interest owner in and operator ofthe Union Operated Assets, has been producing oil from the Union Operated Assets and utilzing the Pipeline to transport such
oil to market. The Debtors are not involved in this process and have not received any proceeds
from oil generated from the Union Operated Assets on a postpetition basis, except for amounts
funded into a segregated account that is currently the subject of a separate adversary proceeding.
11. The Debtors do not dispute the amounts claimed by CIPL with respect to

the PERL Operated Assets.

C. The Sale or Abandonment of the Union Operated Properties
12. The Debtors' interests in the Union Operated Assets were included within

the assets that the Debtors marketed with the assistance oftheir investment bankers at Lazard
4
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Frres & Co., LLC. Bids were solicited for the Union Operated Assets, but no qualifying bids

were received and no auction has yet been conducted. The Debtors continue to negotiate with
potential purchasers regarding the sale of

the Union Operated Assets.

D. Union's Previous Attempt to Collect Similar AlIe2:ed Administrative Expenses

13. Union previously fied a motion in this case seeking the allowance of an
administrative claim and immediate payment of

the postpetition operating expenses associated

with the Union Operated Assets (Docket No. 315). At a hearing on June 3, 2009, the Court
denied the motion without prejudice, effectively giving the Debtors additional time to decide how to proceed with the Union Operated Assets.
14. CIPL's current Motion is an extension of

Union's prior claim for

administrative priority associated with the Union Operated Assets that was previously denied

without prejudice by the Court. As before, the Debtors need additional time to conclude the sale
process and, if abandonment is the only viable outcome, CIPL should not be entitled to an
administrative claim with respect to oil generated from the Union Operated Assets that Union
chose to transport via the Pipeline.

Ar2:uments & Authorities

15. The allowance of an administrative expense claim is codified in section
503(b) of

the Bankruptcy Code, which states in relevant par:

After notice and a hearing, there shall be allowed administrative expenses. . . including - (1 )(A) the actual, necessary costs and expenses of preserving the estate . . .
11 U.S.C. 503 (b)(1)(A).

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68773-002\DOCS _ LA:205500.4

16. The policy "behind granting administrative priority to the types of

expenses included under section 503(b)(I)(A) is to provide an incentive for creditors and others
to continue or commence doing business with an insolvent entity." 4 COLLIER ON BANKRUPTCY

ir 503.05(2), at 503-21 (15th ed. 2002); see also In re Commonwealth of Pennsylvania Dep't of

Envtl. Resources, 178 F.3d 685,691 (3d. Cir. 1999) ("(T)hose who continue to transact business
with the debtor during the Chapter 11 case, and who would suffer financially as a result, are
entitled to priority over other creditors who have not affirmatively assumed such risk").

17. "For a debt to qualify as an administrative expense, it must satisfy a twoprong test: (1) it must have arisen from a transaction with the estate and (2) it must have benefited the estates in some demonstrable way." In re Insilco Tech., Inc., 309 B.R. 111, 114
(Bankr. D. DeL. 2004) (citing Calpine Corp. v. O'Brien Envtl. Energy, Inc. (In re O'Brien Envtl.

Energy, Inc.), 181 F.3d 527, 532-533 (3d Cir. 1999); In re Unidigital, Inc., 262 B.R. 283, 288
(Bankr. D. DeL. 2001)).

18. The claimant carries the "heavy burden of demonstrating that the costs and

fees for which it seeks payment provided an actual benefit to the estate and that such costs and
expenses were necessary to preserve the value of

the estate assets." O'Brien, 181 F.3d at 533

(emphasis added); see also In re Goody's Family Clothing, Inc., 401 B.R. 656,663-664 (Ban.
D. DeL. 2009).

19.

Here, for the reasons outlined below, CIPL has failed to carry its burden of

establishing either an administrative claim in these cases or cause to compel the Debtors to pay
such claim on an expedited basis.
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68773-002\DOCS _ LA:205500.4

A. CIPL Has Not Met the Requisites for Establishing an Administrative Claim for the
Union-Related Amount Under 11 U.S.C. 503(b)
20. CIPL fails the test for allowance of an administrative expense under
section 503(b) of

the Bankrptcy Code for the amounts associated with the transport of oil

produced from the Union Operated Properties.

21. The first element to establishing an administrative claim is that it must

arise from a post-petition transaction with the debtor. "'It is only when the debtor-inpossession's actions themselves. . . give rise to a legal liability that the claimant is entitled to the
priority of a cost and expense of administration. ", In re Commercial Fin. Servs., Inc., 246 F.3d
1291,1294 (10th Cir. 2001) (quoting Cramer v. Mammoth Mart, Inc. (In re Mammoth Mart,

Inc.), 536 F.2d 950, 954 (15t Cir. 1976)). "A debt is not entitled to priority simply because the

right to payment arises after the debtor in possession has begun managing the estate." In re MidAmer. Waste Sys., Inc., 228 B.R. 816, 821 (Bank. D. DeL. 1999) (quotations omitted).
22. Here, the Debtors' estates have taken no action whatsoever on a

postpetition basis to incur the claims for the Union-Related Amount that CIPL now asserts as an
administrative expense. Union, as the operator of

the Union Operated Assets, made the decision

to utilize the Pipeline with respect to this production, and Union should pay this expense. The
Debtors had no involvement in shipping oil generated from the Union Operated Assets through
the Pipeline.

23. Absent a successful sale transaction involving the Debtors' interests in

Trading Bay, CIPL also cannot establish that there has been any benefit conferred upon the

7
68773-002\DOCS _ LA:205500.4

Debtors' estates with respect to transport charges associated with oil production from the Union
Operated Assets.
24. "An incidental benefit is not enough to justify administrative priority." 2
NORTON BANKRUPTCY LAW AND PRACTICE 42: 16, at 42-94 (2d. ed. 1997); see also In re

Continental Airlines, Inc., 146 B.R. 520, 527 (Bankr. D. DeL. 1992) ("Movant must establish a
benefit to the estate to receive priority payment ahead of

the other general unsecured claims.").

The benefit to the debtor's estate must be direct and substantiaL. See In re White Motor Corp.,
831 F.2d 106, 110 (6th Cir. 1987).
25. Here, in the event of abandonment of

the Debtors' interests in Trading

the

Bay, the Debtors wil have gained nothing from access to CIPL's Pipeline for purposes of

Union Operated Assets. Under these circumstances, CIPL's administrative claim for the UnionRelated Amount should be disallowed.

B. CIPL is Not Entitled to Immediate Payment of An Allowed Administrative Claim for the Union-Related Amount
26. CIPL seeks immediate payment from the Debtors of any allowed

administrative claim.

27. Although administrative claims normally do not have to be paid until

effectiveness of a plan, it is within the Cour's discretion to determine the timing of payment. In
re HQ Global Holdings, Inc., 282 B.R. 169, 173 (Ban. D. DeL. 2002); In re Goody's Family

Clothing, Inc., 392 B.R. 604, 614 (Ban. D. DeL. 2008), aff'd, 401 B.R. 656 (D. DeL. 2009); In

re Global Home Prods., LLC, 2006 WL 3791955 at *3-4 (Ban. D. DeL. Dec. 21, 2006).

8
68773-002\DOCS _ LA:205500.4

28. As stated by Judge Walrath in HQ Global:

The determination of the timing of payment of administrative expenses is a matter within the discretion of the bankptcy court. In making this determination, one of the chief factors courts
consider is bankptcy's goal of an orderly and equal distribution

among creditors and the need to prevent a race to the debtor's assets. Thus, distributions prior to confirmation of a plan are usually disallowed when the estate may not be able to pay all administrative expenses in fulL. Other factors include the paricular needs of each administrative claimant and the length and expense of the case's administration.
282 B.R. at 173 (citations omitted).
29. "To qualify for exceptional immediate payment, a creditor must show that

there is a necessity to pay and not merely that the Debtor has the ability to pay." Global Home,
2006 WL 3791955 at *3 (quoting In re Continental Airlines, Inc., 146 B.R. 520, 531 (Bankr. D.
DeL. 1992)).
30. In the instant case, there is no compellng basis to require immediate

payment of any administrative claim asserted by CIPL. Moreover, the Debtors' lenders are
likely to assert superpriority claims and liens on the Debtors' assets senior to any CIPL
administrative claim.

Conclusion
31. For the reasons set forth above, the Debtors urge the Court to deny the

Motion, except as set forth herein.

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68773-002\DOCS _ LA:205 500.4

Dated: July 28, 2009

PACHULSKI STANG ZIEHL & JONES LLP

arasch (CA Bar No. 109084) Jame . O'Neil (DE Bar No. 4042) Maxim B. Litvak (CA Bar No. 215852) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: (302) 652-4100

Facsimile: (302) 652-4400

Email: ikharasch~pszjlaw.com

joneil~pszjlaw.com mlitvak~pszjlaw.com
Counsel for the Debtors and Debtors in Possession

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68773-002\DOCS _ LA:205500.4

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re:
) ) ) ) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., )

Debtors.

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

AFFIDA VIT OF SERVICE

STATE OF DELAWARE )
) ss:

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says
that she is employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the

Debtors in the above-captioned action, and that on the 28th day of July, 2009 she caused a copy
of

the following document(s) to be served upon the paries on the attached service lists in the

maner indicated:

Objection of the Debtors to Motion of Cook Inlet Pipe Line Company to Compel Payment of Administrative Expenses

MARY E. CORCORA
NOTARY PUBLIC STATE OF DELAWARE
My commission expires Nov. 4. 20

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros the Debtors is III W. Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

1 The Debtors in these cases, along with the last four digits of each of

SPECIAL SERVICE LIST JULY 28, 2009

Via Hand Delivery

(counsel for Cook Inlet Pipe Line Company)

Brett D. Fallon, Esquire
Douglas N. Candeub, Equire

Morris James LLP

500 Delaware Avenue, Ste 1500

Wilmington, DE 19801
DOCS_DE: 1 5 1296. 1

Pacific Energy Resources Ltd. 2002 Service List

Case No. 09-10785
Document No. 145745

12 - Hand Delivery
41 - First Class Mail 02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Ars, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899
Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

Interoffice Pouch to Los Angeles

Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citizens Ban Center, Suite 1401

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire the United States Trustee Office of J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

919 Market Street, P.O. Box 1070 Wilmington, DE 19899

Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP 919 N. Market Street, ith Floor Wilmington, DE 19801

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Deparment of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0002

One Commerce Center 1201 N. Orange St., ih Floor Wilmington, DE 19801

Hand Delivery
(Official Committee of

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Unsecured
Secretary of State Division of Corporations
Franchise Tax

Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

P.O. Box 7040 Dover, DE 19903

1313 Market Street Wilmington, DE 19899

First Class Mail

Secretary of Treasury P.O. Box 7040 Dover, DE 19903

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

First Class Mail

Secretary of Treasury 15th & Pennsylvania Avenue, N. W. Washington, DC 20220

First Class Mail

Attn: Insolvency

Wilmington, DE 19801
Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

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Internal Revenue Service P.O. Box 21126 Philadelphia, P A 19114-0326

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Attn: Insolvency Internal Revenue Service 1352 Marows Road, 2nd Floor
Newark, DE 19711-5445

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022

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SWEPI LP

P.O. Box 576 Houston, TX 77002-0576

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Noble Energy, Inc.

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Bankptcy 100 F Street, N.E. Washington, DC 20549

100 Glenborough, Suite 100 Houston, TX 77067

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(Counsel to Silver Point Finance) Seth Jacobs, Esquire

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Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

Matthew Berry, Esquire
Offce of General Counsel

Federal Communications Commission

445 iih Street, S.W.

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(Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire
Bingham McCutchen LLP
399 Park A venue

Washington, DC 20554

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POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611

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Chevron Oil Company
Attn: Steven Lastraps

New York, NY 10022

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3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

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California Franchise Tax Board
Bankptcy, BE MSA 345

P.O. Box 2952 Sacramento, CA 95812-2952

First Class Mail

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Aera Energy LLC
10000 Ming A venue

Linda Lautigar

Banptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

Bakersfield, CA 93311-1164

First Class Mail

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(Counsel for Rosecrans Energy, Ltd. And
Sherwin D. Y oelin)

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MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004

John J. Haris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

First Class Mail

(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire
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Attn: Matthew C. Tarver

DLA Piper LLP (US)

6225 Smith Avenue

1000 Louisiana, Suite 550 Houston, Texas 77002

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SPCP Group, L.L.C.
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Greenwich, CT 06830

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Seth E. Jacobson, Esquire L. Byron Vance II, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

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Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103
(Official Committee of

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Interior, including the Minerals
Management Service)

E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

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1735 Market Street, 51 5t Floor

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(Offcial Committee of

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Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77043

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(Counsel for Cook Inlet Region, Inc.)
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1540 Broadway New York, NY 10036

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(Counsel for Minerals Management Service)

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Office of

Region
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(Counsel for DCFS Trust subservicer for
DCFS Trust)
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(Transfer Agents)
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(Claims representative for the County of Kern)

Attn: Banptcy Division

c/o Linda Delgado P.O. Box 579 Bakersfield, CA 93302