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B 10(Official Form 101(04/101

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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE Name ofDebtor:

Case Number:

Caribbean Petroleum Corporation

10-12553(KG)

NOTE: Thisform should not be used to make a claimfor an administrative expense.arising after the commencement ofthe case. A requestfor payment ofan administrative ex erase m be :led ursuant to 11 U.SC. 503. Name of Creditor(the person or other entity to whom the debtor owes mone or property): ❑Check this box to indicate that this United States Environmental Protection Agencv and United ~tates Coast Guard claim amends a previously filed claim. Name and address where notices should be sent

David L. Gordon, United States Department of Justice, Environmental Enforcement Section, P.O. Box 7611, Ben Franklin Station,'Washington, D.C. 20044-7611

Court Claim Number: (Ifknown)

Telephone number:

Filed on:

(202)514-3659 Name and address where payment should be sent(if different from above):

❑Check this box if you aze aware that anyone else has fled a proofofclaim relating to your claim. Attach copy of statement giving particu(azs.

Telephone number:

❑Check this box if you aze the debtor or trustee in this case. 5. Amount ofClaim Entitled to' Priority under 11 U.S.C. §507(a). If any portion of your claim falls in one of the following categories, check the box and state the amount.

L Amount of Claim as ofDate Case Filed:

$

If all or part of your claim is secured, complete item 4 below; however, if all of your claim is unsecured, do not complete item 4. If all or part of your claim is entitled to priority, complete item 5. ❑ Check this box ifclaim includes interest or other charges in addition to the principal amount ofclaim. Attach itemized statement of interest or charges.

❑ Domestic support obligations under 11 U.S.C: §507(a)(1)(?.) or(a)(1)(B).

2.' Basis for Glaiu►: ` 'see attac ed See Instruction #2 on reverse side. 3. Last four digits ofany number by which creditor identifies debtor: 3a. Debtor may have scheduled account as: See instruction #3a on reverse side. 4. Secured Claim(See instruction #4 on reverse side.) Check the appropriate box if your claim is secured by a lien on property or a right ofsetoff and provide the requested information. Nature of property or right of setoff: . C Real Estate Describe: Value ofProperty:S

D Motor Vehicle

Annual Interest Rate

D Other

%o

Amount ofarrearage and other charges as oftime case filed included in secured claim,. if any: S

Basis for perfection:

Amount ofSecured Claw:S

Amount Unsecured:$

6. Credits: The amodnt ofali payments on this claim has been credited for the pupose of making this proofofclaim: 7. Documents: Attach redacted copies of any documents that support the claim,.such as promissory notes, purchase orders, invoices, itemized statements ofrunning accounts, contracts,judgments, mortgages,and security agreements. You may also attach a summary. Attach redacted copies of documents providing evidence of perfection of asecurity interest. You may also attach a summary. (See instruction 7and definition.of"redacted" on reverse side.) DO NOT SEND ORIGINAL DOCUMENTS. ATTACHED DOCUMENTS MAY BE DESTROYED AFTER SCANNING: Ifthe documents aze not available, please explain:

Specify the priority of the claim.

~ Wages, salazies, or commissions(up to $11,725*)earned within 180 days before filing ofthe bankruptcy petition or cessation ofthe debtor's business, whichever is earlier-ll U.S.C. §507(a)(4). ❑ Contributions to an employee benefit plan —11 U.S.C. §507(a)(5). ❑ Up to $2,600* of deposits towazd purchase, lease, or rental of property or services for personal, family, or household use — 11 U.S.C. §507 ~a)~~)• ❑ Taxes or penalties owed to govemmenta( units —11 U.S.C. §507 (a)($)~ p Other — Specify applicable pazagraph of 11 U.S.C. §507(a)(~. Amount entitled to priority: $ #Amounts are subject to adjustment on 4/1/13 and every 3years therea,Jter with respect to cases commenced on or after the date ofadjushnent. FOR COURT USE ONLY

Date:Z (~ ~/

Signature: The person filing this claim must sign it. Sign and print name and tifle, ifany, ofthe creditor or other person authorized to file this claim and state address and telephone number if different from the notice address abs ttach copy of powe of a ey, if any.

Penaltyfor presentingfraudulent claim: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§ 152 and 3571.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Case No. 10-12553(KG)

In re: Caribbean Petroleum Corp.,

Chapter 11 Debtor.

Case No. 10-12554(KG)

In re: Caribbean Petroleum Refining L.P.,

Chapter 11 Debtor.

In re:

Case No. 10-12555(KG)

Gulf Petroleum Refining (Puerto Rico) Corp.,

Chapter 11

Debtor.

PROOF OF CLAIM OF THE UNITED STATES ON BEHALF OF THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY AND UNITED STATES COAST GUARD 1. This Proof of Claim is filed by the United States at the request of the United States Environmental Protection Agency("EPA")and United States Coast Guard("Coast Guard"). The Attorney General is authorized to make this Proof of Claim on behalf of the United States. This Proof of Claim relates to the recovery of removal costs incurred, or that will be incurred, by the Coast Guard under the Oil Pollution Act("OPA"), 33 U.S.C. § 2701 et sec .,

for which Caribbean Petroleum Refining L.P.("CPR"), Gulf Petroleum Refining (Puerto Rico) Corporation("GPC"), and/or Caribbean Petroleum Corporation("CPC")(collectively the "Debtors")are liable. EPA and the Coast Guard incurred or will incur these costs responding to the threat to the public health and environment posed in part by the October 23,2009 explosions and subsequent fires at CPR's facility located at the Luchetti Industrial Park in Bayamon,Puerto Rico (the "Facility"). This Proof of Claim also relates to the Debtors' liability for the response costs incurred, or that will be incurred, by EPA under the Comprehensive Environmental Response, Compensation, and Liability Act("CERCLA"), 42 U.S.C. §§ 9601-9675, in performing atime-critical removal action to address threats from the release and threatened release of hazardous substances at the Facility. This Proof of Claim further relates to: (1)the Debtors' liability for civil penalties for oil discharges from the October 23,2009 explosions at the Facility and their aftermath under Section 31 l(b)(7)(A) of the Clean Water Act("CWA"), 33 U.S.C. § 1321(b)(7)(A);(2) CPR's and GPC's liability for civil penalties for failure to comply "CWA UAO")under Section with EPA's CWA cleanup order issued on February 19, 2010( 311(b)(7)(B) of the CWA,33 U.S.C. § 1321(b)(7)(B); and (3) CPC's liability for civil penalties for violations of Underground Storage Tank(UST)regulations at service stations owned by CPC under Section 9006(d)(2) of the Resource Conservation and Recovery Act("RCRA"), 42 U.S.C. § 6991e(d)(2). In addition, with respect to equitable remedies that are not within the Bankruptcy Code's definition of"claim," 11 U.S.C. § 101(5), this Proofof Claim is filed only in a protective fashion.

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Oil Pollution Act Removal Costs 2. The Facility includes an approximately 179-acre petroleum products distribution terminal, of which approximately 115 acres are developed (the "Terminal"). The Facility also includes a former petroleum refinery which no longer refines crude oil. Since refining operations were last conducted in 2000, the Facility has been operated as a storage and distribution terminal. When operating as a storage and distribution terminal, the Terminal received fuel from its deepwater dock (the "Dock")in San Juan Bay, which was then conveyed via six (6)pipelines to a tank farm (the "Tank Farm"). Prior to the October 23,2009 explosions, the Tank Farm included 40 aboveground storage tanks, which had a total capacity of over 95 million gallons. A wetlands area, part of the CPR property, is located immediately north ofthe Terminal, and includes Las Lajas Creek, which is a tributary of Malaria Creek and San Juan Bay. 3. As a result of the October 23, 2009 explosions and ensuing fires at the Facility, at least 15 of the tanks in the Tank Farm were destroyed, at least 17 tanks were damaged, and an estimated 30 million gallons of petroleum product were either released into the environment or consumed in the fire. Soon thereafter EPA became the lead federal agency for the environmental response and began cleanup actions pursuant to OPA,utilizing funds from the Oil Spill Liability Trust Fund("OSLTF"), which is administered by the United States Coast Guard's National Pollution Fund Center. 4. Under OPA,"each responsible party for a vessel or a facility from which oil is discharged, or which poses the substantial threat of discharge of oil, into or upon the navigable waters ... is liable for the removal costs and damages ... that result from such incident." 33 U.S.C. § 2702(a). CPR and GPC are liable to the United States under OPA for the costs -3-

expended from the OSLTF at the Facility because:(a)CPR is a responsible party as an owner or operator ofthe Facility, 33 U.S.C. § 2701(32)(A), and GPC is liable due to its status as a general partner of CPR;(b)the CPR Terminal is a facility, which includes "any structure, or group of structures, equipment or devices (other than a vessel) which is used for ... storing, handling, transferring, processing, or transporting oil;"(c) oil was discharged within the meaning of 33 U.S.C. § 1321(a)(2) during the October 23, 2009 explosions and ensuing fires, and threatens to be further discharged in the unstable tanks and.pipes;(d)the oil was discharged, and/or is threatened to be discharged, into navigable waters because the released oil entered or may enter Las Lajas Creek, Malaria Creek, and San Juan Bay. In addition, CPC is liable to the United States under OPA for the costs expended from the OSLTF at the Facility to the extent CPC was or is the operator ofthe Facility at the time ofthe discharge or threat of discharge of oil at the Facility. 5. On February 19, 2010, EPA issued the CWA UAO to CPR under Sections 311(c) and (e) of the CWA,33 U.S.C. §1321 (c)and (e), directing CPR to undertake oil cleanup activities. CPR did not fully or adequately comply. 6. On March 25, 2010, EPA formally took control ofthe oil cleanup activities that CPR had been ordered to undertake pursuant to the CWA UAO. 7. Prior to Debtors' August 12, 2010 petitions for bankruptcy, EPA's OPA response, using OSLTF funds, included: conducting spill containment and recovery efforts in the wetlands north of the Terminal; collecting source oils from tanks, lines, and pits to prevent potential off-site migration; addressing leaks in tanks and lines in the refinery and storage facility areas; conducting air monitoring on-site and off-site at potentially impacted areas/communities; -4-

conducting water sampling and monitoring at Facility outfalls and off-site impacted and potentially impacted areas; conducting sampling and analysis of soils and tank bottoms; cutting and removing the former roof oftank 503 from a damaged pipeline area along Avenue D; flushing and recovering product from underground piping; supporting Debtors in some of their operations including supplying equipment for product movement/removal and supplying vacuum truck services for the recovery of oil-impacted waters at the Dock area; cutting, draining, and removing damaged pipelines on-site and recovering oil products from those lines; recovering oilimpacted soil from areas outside and inside of containments; conducting site control, including maintaining oil recovery equipment and recovering oil-impacted waters to prevent off-site discharges; and disposing of contaminated debris and personal protective equipment. 8. Prior to Debtors' August 12, 2010 petitions for bankruptcy, the Coast Guard incurred at least $5,776,301 in removal costs at the Facility pursuant to OPA. Therefore, with respect to EPA's and the Coast Guard's pre-petition OPA costs at the Facility, the United States asserts a general unsecured claim against the Debtors in the amount of at least $5,776,301. 9. The United States, on behalf of the Coast Guaxd, also makes a contingent claim for removal costs under OPA for at least $6,053,787 related to environmental response work undertaken by National Response Corporation("NRC")at the Facility after the explosion and fires in 2009. NRC maintains that it has incurred certain removal costs at the Facility and is entitled to funding through the OSLTF. At the time of this filing, the Coast Guaxd's National Pollution Funds Center has not distributed funds to NRC. In the present Proof of Claim, the United States takes no position as to whether NRC is entitled to OSLTF funds. NRC independently filed a Proof of Claim in this bankruptcy on October 21,2010. In the event that -5-

the National Pollution Funds Center provides compensation to NRC for removal costs at the Facility, the United States hereby asserts contingent general unsecured claims against the Debtors for any amount paid to NRC. 10. The United States estimates that its future cost of overseeing the implementation of the CWA UAO will be at least $300,000 for which amount the Debtors are liable to the United States, and the United States asserts a general unsecured claim against the Debtors in that amount. CERCLA Response Costs 11. On March 3, 2010, EPA.began performance of a time critical removal action to address threats from the release and threatened release of hazardous substances at the Facility, pursuant to CERCLA. EPA's CERCLA contractor mobilized at the Facility on Apri16, 2010. Prior to Debtors' August 12, 2010 bankruptcy petitions, the CERCLA removal action at the Facility included: identifying over 400 drums containing hazardous substances, including sulfuric acid, sodium hydroxide, methanol, and ethylene dichloride; identifying, transporting, and disposing of approximately 140 compressed gas cylinders containing ammonia, hydrogen sulfide, ethylene and methane; conducting a limited asbestos survey as well as collecting, bagging, and staging asbestos and asbestos-containing material("ACM")breaking offfrom the thousands of feet of interconnecting pipeline throughout the Tank Farm,the refinery area and other areas of the Facility; investigating an aboveground tank that contained approximately 95,000 gallons of "slop oil" in order to determine if this material was a RCRA listed waste; and removing accumulated sulphur from piles in the area of the Facility's sulphur plant to a bermed area and covering the sulphur with fill

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12. CPR,as the current owner and/or operator of the Facility or the owner and/or operator of the Facility at the time that hazardous substances were disposed of at the Facility, GPC,due to its status as a general partner of CPR,and CPC,to the extent it is the current operator of the Facility or was the owner andlor operator ofthe Facility at the time ofthe disposal of hazardous substances at the Facility, are liable to the United States pursuant to Sections 107(a)(1) and 107(a)(2) of CERCLA,42 U.S.C. §§ 9607(a)(1) and 9607(a)(2), for response costs incurred and to be incurred by the United States with respect to the Facility. There have been actual or threatened releases of hazardous substances at and from the Facility into the environment or posing a threat to public health or welfare or the environment. EPA has incurred and will continue to incur response costs at the Facility not inconsistent with the National Contingency Plan promulgated pursuant to Section 105 of CERCLA,42 U.S.C. § 9605, and set forth at 40 C.F.R. Part 300, as amended. 13. Prior to Debtors' August 12, 2010 petitions for bankruptcy, EPA incurred at least $1,013,794 in response costs at the Facility. Therefore, with respect to EPA's prebankruptcy CERCLA costs at the Facility, the United States asserts a general unsecured claim against the Debtors in the amount of at least $1,013,794. 14. Additional work under CERCLA needs to be performed at the Facility to address the release or threat of release of hazardous substances. This work includes: disposing of hazardous waste from Tank 452; removing hazardous waste from the wastewater treatment plant; venting hydrogen sulfide lines at the sulfur plant, and eliminating acidic water collecting on the ground at the sulfur plant; assessing, removing, and disposing of ACM identified at the refinery area and other axeas ofthe Facility; characterizing, managing and disposing of hazardous -7-

substances removed from process piping, process equipment, buildings, and structures at the Facility; implementing engineering measures to control leaking pipes, construct secondary containment of staging areas, and control runoff; removing and disposing of soils contaminated with ACM at the Facility; cleaning soils impacted with ACM in the refinery area and any areas identified for ACM abatement; removing and disposing of contaminated soil and other hazardous substances at the refinery; and conducting air monitoring. The United States estimates that the cost of this additional work will be $6,940,854 and, assuming that the Debtors assets axe transferred to Puma, asserts a general unsecured claim against Debtors in that amount. To the extent that the Debtors' assets are not transferred to a third-party and remain the Property of the Debtors, the United States reserves the right, as set forth in Paragraph 19, to take appropriate action against the Debtors with respect to the Property. To the extent that the United States implements any ofthe work items identified above during the period of time from the petition date to the earlier of (a)the transfer of the Debtors' assets to Puma or(b)the effective date of any plan of reorganization or liquidation in these bankruptcy cases, the costs incurred for such work are entitled to administrative expense priority, as provided in Paragraph 21. Clean Water Act Penalties 15. Oil discharges resulting from the October 23, 2010 explosion and its aftermath at Debtors' Facility were in violation of Section 311(b)(3) of the CWA,33 U.S.C. § 1321 (b)(3), and subject CPR and GPC,due to its status as a general partner of CPR,and CPC, to the extent it was the operator or person in charge ofthe Facility at the time of the discharges of oil, to penalties pursuant to Section 311(b)(7)(A) ofthe CWA,33 U.S.C. § 1321(b)(7)(A). The United States asserts a general unsecured claim against the Debtors for all such pre-petition

penalties. 16. CPR and GPC,due to its status as a general partner of CPR,are also subject to civil penalties under Section 311(b)(7)(B) of the CWA,33 U.S.C. §1321(b)(7)(B), for failing to fully and adequately comply with the CWA UAO and the United States asserts a general unsecured claim against CPR and GPC for all such pre-petition penalties. RCRA Penalties 17. CPC is liable to the United States for penalties related to Underground Storage Tank("UST")regulatory violations at the Service Stations. These violations include CPC's failure to:(a) have equipment installed and operating to ensure petroleum tanks are not overfilled in violation of Rules 202(D) and 201(C)(1)(b) of the Puerto Rico Underground Storage Tanks Regulations("PRUSTR");(b)comply with certain requirements related to groundwater monitoring for release detection of tanks in violation of Rule 404(F)ofPRUSTR;(c) perform 10-year inspections of the internal linings of steel tanks in violation of Rule 202(B)(1)(b) of PRUSTR;(d)secure UST access points when the Service Stations have been closed for three months or longer in violation of Rule 701(B)ofPRUSTR;(e)secure groundwater monitoring wells in violation of Rule 404(F)(8) ofPRUSTR; and(~ have financial assurance for the Service Stations from June 1, 2010 to at least November 30, 2010 in violation of Part IX ofPRUSTR (Rule 901-920). CPC is liable under Section 9006(d)(2) of RCRA,42 U.S.C. § 6991e(d)(2), for penalties for such violations because CPC is the owner and/or operator of the Service Stations and the United States asserts a general unsecured claim against CPC for such pre-petition penalties.

Protective Filing For Work Obligations 18. The United States is not required to file a proof of claim with respect to the Debtors' injunctive obligations to comply with work requirements and financial assurance obligations imposed by court orders or by environmental statutes, regulations, administrative orders, licenses, or permits, because such obligations are not claims under 11 U.S.C. § 101(5). The Debtors must comply with such mandatory requirements including, without limitation, (a)the obligations of CPR and GPC under the CWA UAO,(b)the obligations ofthe Debtors under the Administrative Order on Consent entered into between EPA and CPC on October 12, 1995 pursuant to Section 3008(h)of RCRA,42 U.S.C. § 6928(h)("RCRA AOC")requiring, in part, CPC to investigate releases of hazardous wastes, and develop and implement a corrective measures study and certain interim corrective measures, and (c)the obligations of the Debtors to implement corrective action as required by Sections 3004(u) and (v)of RCRA,42 U.S.C. § 6924(u) and(v)and the corrective action regulations promulgated under RCRA. The United States reserves the right to take future actions to enforce such obligations of the Debtors. While the United States believes that its position will be upheld by the appropriate court, the United States has included the aforementioned obligations and requirements in this Proof of Claim in a protective fashion, to safeguard against the possibility that the Debtors will contend that they do not need to comply with such obligations and requirements, and the appropriate court finds that they are not required to do so. Therefore, a protective contingent claim is filed in the alternative for such obligations and requirements, but only in the event that the appropriate court finds that such obligations and requirements are dischargeable claims under 11 U.S.C. § 101(5), rather than obligations and requirements that the Debtors must comply with. Nothing in this Proof of Claim -10-

constitutes a waiver of any rights by the United States or an election of remedies with respect to such rights and obligations. The United States estimates that the future costs of implementing the work required by the CWA UAO will be $4,600,000, that the future cost of implementing the studies and groundwater monitoring required by the RCRA AOC will be $2,700,000, and that the future costs of implementing a corrective action at the Facility as required by the RCRA AOC and/or RCRA is $2,300,000, but this $2,300,000 estimate is likely to change as studies at the Facility are completed. Nothing in this Proof of Claim constitutes a waiver of any rights of the United States or an election of remedies with respect to such rights and obligations. Debtor-Owned Property and Protective Proof of Claim for Administrative Costs 19. Pursuant to 28 U.S.C. § 959(b), Debtors axe required to manage and operate estate property in accordance with non-bankruptcy law, including all applicable environmental statutes and regulations. The United States is not required to file a proof of claim (a)for response costs incurred in connection with property of the estate after the petition date or(b)for penalties for violations by the Debtors after the petition date. This Proof of Claim is only filed protectively with respect to post-petition response costs relating to property of the estate and with respect to penalties for post-petition violations incurred by the Debtors. The United States is entitled to administrative expense priority for, inter alia,(a)any response costs it incurs with respect to property of the estate after the petition date and (b) penalties for violations incurred by the Debtors after the petition date. The United States reserves the right to file applications for administrative expenses and to take other appropriate action in the future with respect to such costs and penalties.

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20. Since Debtors' August 12, 2010 petition for bankruptcy, EPA's OPA response has included: collecting source oils and contact waters from tanks, lines, and pits to prevent potential off-site migration; addressing leaks in lines in the refinery and storage facility areas; conducting air monitoring on-site and off-site at potentially impacted areas/communities; conducting sampling and analysis of soils and tank bottoms; flushing and recovering product and contact waters from underground piping; supporting Debtors in some oftheir operations including supplying equipment for product movement/removal and supplying vacuum truck services for the recovery of oil-impacted waters at the Dock axea; recovering contaminated soil from areas inside of containments; conducting site control, including the maintaining oil recovery equipment and recovering oil-impacted waters to prevent off-site discharges; disposing of over 7,000 tons ofoil-contaminated soils; disposing of 270,000 gallons of water containing oil and foam used to extinguish the fires; dismantling 20 damaged and/or destroyed tanks; recovering tank bottoms (solids) and footprint soils; and conducting investigations and excavations to identify sub-surface sources of oil seeps. The United States intends to file an administrative expense claim with respect to these removal costs. The United States is including these removal costs in its Proof of Claim, as a general unsecured claim against CPR,GPC,due to its status as a general partner of CPR,and CPC,to the extent it was the operator of the Facility at the time of the discharge or threat of a discharge of oil, only in a protective manner in case the appropriate court ultimately determines that the United States is not entitled to administrative expense priority with respect to these removal costs. During the period of time from the petition date to January 31, 2011, the United States incurred at least $3,069,594 in removal costs under OPA. In addition,. the United States may incur additional administrative expenses pursuant to OPA in -12-

connection with the Facility during the period oftime from February 1, 2011 to the earlier of(a) the transfer ofthe Debtors' assets to Puma or(b)the effective date of any plan of reorganization or liquidation in these bankruptcy cases. 21. Since the Debtors' August 12, 2010 petition for bankruptcy, EPA's CERCLA response has included: transporting and disposing of approximately 600 drums of hazardous materials; transporting~and disposing of8 flexi-trucks of hazardous waste contained in Tank 452; breaking and emptying lines in the refinery; picking up, bagging, and staging of asbestos and ACM in the refinery; and transporting and disposing of collected asbestos and ACM. The United States intends to file an administrative expense claim with respect to these response costs. The United States is including these response costs in its Proof of Claim, as a general unsecured claim against CPR,GPC,due to its status as a general partner of CPR,and CPC to the extent it was the operator of the Facility at the time of the disposal of hazardous substances or the current operator ofthe Facility, only in a protective manner in case the appropriate court ultimately determines that the United States is not entitled to administrative expense priority with respect to these response costs. During the period of time from the petition date to January 31, 2011, the United States incurred at least $1,500,000 in CERCLA response costs in connection with the Facility. In addition, the United States may incur additional administrative expenses pursuant to CERCLA in connection with the Facility during the period of time from February 1, 2011 to the earlier of(a)the transfer of the Debtors' assets to Puma or(b)the effective date of any plan of reorganization or liquidation in these bankruptcy cases. 22. The United States also asserts that the penalties set forth below for violations during the period of time from the petition date to the effective date of any plan of reorganization -13-

or liquidation in these bankruptcy cases are entitled to priority as administrative expenses. The United States intends to file an administrative expense claim with respect to these penalties. The United States is including these penalties in its Proof of Claim, as a general unsecured claim, only in a protective manner in case the appropriate court ultimately determines that the United States is not entitled to administrative expense priority with respect to these penalty claims. CPR and GPC,due to its status as a general partner of CPR,are liable under Section 311(b)(7)(B) of the CWA,33 U.S.C. §1321(b)(7)(B), to the United States for post-petition penalties for failing to comply with the CWA UAO. CPC is liable to the United States under Section 9006(d)(2) of RCRA,42 U.S.C. § 6991e(d)(2), for post-petition penalties for violating the PRUSTR rules referenced above in Paragraph 17: General Provisions 23. No judgments against Debtors have been rendered on this Proof of Claim. 24. No payments have been made by Debtors on this claim. 25. This claim reflects the known liability of Debtors to the United States on behalf of EPA and Coast Guard for which the United States has determined to file a proof of claim. The United States reserves the right to amend this claim to assert additional- liabilities. This Proof of Claim is without prejudice to any right under 11 U.S.C. § 553 to set off, against this claim, debts owed (if any)to Debtors by these or any other federal agencies. 26. The United States has not perfected any security interests on its claims against the Debtors. 27. This Proof of Claim is filed as an unsecured non-priority claim, except to the extent:(i) any rights of setoff secure the United States's claims;(ii) any secured/trust interest -14-

exists in insurance proceeds received by the Debtors on account ofthe United States's claims; and (iii) administrative priority exists with respect to property of the estate, post-petition violations of law, or otherwise. The United States will file any application for administrative expenses at the appropriate time: 28. This Proof of Claim is also filed to the extent necessary to protect the United States's rights with respect to any insurance proceeds received by the Debtors, and any funds held in escrow by the Debtors, in connection with the matters discussed herein. 29. Additional documentation in support of this Proof of Claim is too voluminous to attach, but is available upon request. Dated: February 4, 2011 Respe

lly subm' ed,

ELLEN M. MAHAN Deputy Section Chief Environmental Enforcement Section Environment and Natural Res urces Division artment o u ce

DAVID L. GORDON RUBEN D. GOMEZ Trial Attorneys Environmental Enforcement Section Environment and Natural Resources Division U.S. Department of Justice P.O. Box 7611 Ben Franklin Station Washington, D.C. 20044-7611 202-514-3659

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CHARLES M. OBERLY,III United States Attorney District of Delaware ELLEN SLIGHTS Assistant United States Attorney Office of United States Attorney 1201 Market Street Suite 1100 P.O. Box 2046 Wilmington, DE 19899-2046

OF COUNSEL: LOURDES DEL CARMEN RODRIGUEZ Assistant Regional Counsel EPA Region II Caribbean Office .Centro Europa Building, Suite 417 1492 Ponce De Leon Avenue Santurce, P.R. 00907-4127

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