You are on page 1of 211

IN THE UNITED STATES BANUPTCY COURT

Debtors. )
)

In re: )

FOR THE DISTRICT OF DELAWAR


Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

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


Related Docket Nos. 876, 998, 907, 1013 & 1038

CERTIFICATION OF COUNSEL
WITH RESPECT TO (1) CONDITIONAL ORDER (A) V ACATI,NG THIS COURT'S ABANDONMENT ORDER IN PART FOR CERTAIN ALASKA ASSETS AND (B) AUTHORIZING THE DEBTORS TO SELL CERTAIN ALASKA ASSETS; (2) DEBTORS' THIRD MOTION FOR ORDER UNDER SECTION 365(A) OF THE

BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (3) DEBTORS' FOURTH MOTION FOR ORDER UNDER SECTION 365(A) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (4) DEBTORS' MOTION FOR AN ORDER APPROVING THE SALE OF CERTAIN OFFICE FURNITURE FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS AND ENCUMBRACES PURSUANT TO NOTICES OF PROPOSED SALES PREVIOUSLY FILED
On October 14, 2009, Pacific Energy Resources, et al. (the "Debtors") filed the Debtors' Motion for an Order (A) Vacating This Court's Abandonment Order (the
"Abandonment Order'') Docket No. 876) in Part

for Certain Alaska Assets and (B) Authorizing

the Debtors to Sell Such Assets to Cook Inlet Energy, LLC (Docket No. 998) (the "Motion").

The following objections and responses were filed with the Court: (1) Limited
Objection of United States (Docket No. 1048); (2) Objection of

United States to Cure Amount

(Docket No. 1049); (3) Conditional Non-Opposition of Alaska ORR Holders (Docket No.
1050); (4) Objection of Union Oil Company of Cali fomi

a (Docket No. 1052); (5) Objection of

1 The Debtors in these cases, along with the last four digits of each ofthe 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 the Debtors is 111 W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of Boulevard, Suite 1240, Long Beach, CA 90802.

DOCS_DE:lS4986.3

Stellar Energy LLC (Docket No. 1053); (6) Objection ofthe State of Alaska (Docket No. 1054);
(7) Objection ofDonkel Oil & Gas, LLC (Docket No. 1055); (8) COO's Conditional NonOpposition (Docket No. 1059); (9) Letter Objection of

Hugh E. Smith (Docket No. 1060); (10)

Joinder of

Daniel K. Donkel in Objection of

Donkel Oil & Gas, LLC (Docket No. 1064); (11)

Marathon Oil Company's Limited Objection (Docket No. 1065); (12) Objection in Par of

Ramshom Alaska Investments, Inc. and Ramshom Investments, Inc. (Docket No. 1083) and the
Debtors filed an Omnbus Reply to Objections/Responses in Support of

their Motion at Docket

No. 1074.

A hearng on the Motion was held November 6, 2009 at 10:00 a.m. A copy ofthe
proposed revised order (the "Order") which reflects the rulings of

the Court and the agreements


the Order is

with the paries at the hearing is attached hereto as Exhibit "I". A blackline of

attached hereto as Exhibit "2". Copies of

the Purchase and Sale Agreement ("PSA") regarding

the contemplated transaction are attached hereto as Exhibit "3". The Order has been circulated
among the paries in interest and the Debtors are not aware of any objection to the form of Order
or the PSA.

In addition, copies of revised forms of Orders on the Debtors' Third Motion for
Order Under Section 365(a) of

the Bankruptcy Code Authorizing the Debtors to Reject Certain

Executory Contracts and Unexpired Leases (Docket No. 907) and the Debtors' Fourth Motion
for Order Under Section 365(a) of

the Bankruptcy Code Authorizing the Debtors to Reject

Certain Executory Contracts and Unexpired Leases (Docket No. 1013) which include changes

requested by certain paries and changes necessary for the transaction are attached hereto as
Exhibit "4", Exhibit "5".

DOCS_DE:lS4986.3

Finally attached as Exhibit "6" is a proposed form of order approving the


Debtors' Motion for an Order Approving the Sale of Certain Offce Furniture Free and Clear of
Liens, Claims, Interests and Encumbrances Pursuant to Notices of Proposed Sales Previously

Filed (Docket No.1 038) (the "Furntue Sale Motion"). All objections to the Furtue Sale

Motion have been resolved.

The Debtors respectfully request that the Cour enter the forms proposed orders

attached hereto as Exhibits 1,4,5, and 6, its earliest convenience.


Should the Court have any questions regarding the proposed orders, the Debtors
stand ready to respond.
Dated: November i.S009

PACHULSKI STANG ZIEHL & JONES LLP

. Kharasch (CA Bar No. 109084) otta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

td~
.

Facsimile: 310/652-4400
Email: ikharasch~pszjlaw.com

smcfarland~pszjlaw.com rsaunders~pszjlaw.com joneil~pszj law. com kmakowski~pszjlaw.com


Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

DOCS_DE: 1 54986.3

Exhibit 1

IN THE UNITED STATES BANUPTCY COURT


FOR THE DISTRICT OF DELAWAR

In re

) Chapter 11

PACIFIC ENERGY RESOURCES LTD., et aI., 1 ) Case No. 09-10785 (KC) ) (Jointly Administered)
)

Debtors.

) Related to Docket No. 998

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
THIS MATTER is before the Cour on the motion (the "Reconsideration and Sale
Motion")2 of

Pacific Energy Resources Ltd. ("PERL"), Pacific Energy Alaska Holding, LLC

("PEAR") and Pacific Energy Alaska Operating LLC ("PEAO") and the other above-captioned
debtors and debtors in possession (collectively, the "Debtors" ) for entry of an order, pursuant to
sections 105(a), 363(b) and 365 of Title 11 of

the United States Code (the "Bankptcy Code"),

and Rules 2002, 6004, 6006 and 9024 ofthe Federal Rules of

Bankptcy Procedure (the


Civil Procedure, and Rule 6004-1 ofthe
Delaware (a) vacating this

"Banptcy Rules"), Rule 60 of

the Federal Rules of

Local Rules of

the United States Bankptcy Court for the District of

Cour's Order Granting Alternative Motion of

the Debtorsfor an Order Authorizing

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

the Debtors' 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 Operatig LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailing address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2 Capitalized term not otherwise defined herein shall have the meaning given them in the Reconsideration and

Sale Motion.

68773-002IDOCS_SF:68379. i 0

Abandonment of

Certain Interests in Oil and Gas Properties in Alaska (Excluding Trading Bay)

and Rejection of Executory Contracts Relating Thereto entered on September 11, 2009 (the

"Abandonment Order") (Docket No. 876) as it relates to any ofthe Sold Assets (as defined as the

"Alaska Interests" in the Sale Agreement, as defined below); (b) approving the sale ofthe Sold
Assets free and clear of all liens, claims, encumbrances and other interests except as provided in
the Purchase and Sale Agreement (the "Sale Agreement") between the Debtors and the Buyer (as

defined below) substantially in the form filed with the Cour; and (c) approving the assumption
and assignent of

the Assumed Executory Contracts.

It appearing that the Reconsideration and Sale Motion has been served upon (i)
Office ofthe United States Trustee; (ii) counsel to the Offcial Committee of

Unsecured

Creditors (the "Committee"); (iii) counsel to the Lenders; (iv) parties known by the Debtors to
assert liens, claims, rights, interests or encumbrances of

record in the Sold Assets; (v) federal,

state and local taxing authorities who have a reasonably known interest in the Sold Assets; (vii)
the United States Attorney for the District of

Delaware; (vii) the Internal Revenue Service; (viii)

the United States Department of Justice; (ix) the counterparties to the Assumed Executory
Contracts; (x) the parties that objected to the Debtors' previous motions for abandonment and/or
sale of

the Debtors' Alaska assets; and (xi) those persons who have requested notice pursuant to
the Federal Rules of Bankptcy Procedure; the Cure Notice, a copy of

Rule 2002 of

which is

attached as Exhibit B to the Reconsideration and Sale Motion, has been served upon all of

the

counterparties to the Assumed Executory Contracts (or all such paries consent to the Sale); the
Notice of Sale Hearing, a copy of

which is attached to the Reconsideration and Sale Motion as


the Debtors; and
2

Exhibit C, has served on all known creditors of

68773-002IDOCS_SF:68379. i 0

It further appearing that the legal and factual bases set forth in the

Reconsideration and Sale Motion and at the hearngs thereon which took place on November 3
and 6, 2009 (the "Sale Hearng") establish

just cause for the relief granted herein; and after due

deliberation thereon,
NOW, THEREFORE, THE COURT HEREBY FINS THAT:

A. Jurisdiction. Final Order and Statutory Predicates


1. Subject to dismissal of

the Appeal (as defined below), this Cour has

jurisdiction over the Reconsideration and Sale Motion pursuant to 28 US.C. 1334. This

proceeding is a core proceeding pursuant to 28 US.C. 157(b)(2)(A), (N) and (0). Venue is

proper in this Distrct and in this Court pursuant to 28 US.c. 1408 and 1409.
2. Once this Order becomes effective, it shall constitute a final and

appealable order within the meaning of28 U.S.C. 158(a). To any extent necessary under
Bankptcy Rule 9014 and Rule 54(b) ofthe Federal Rules of

Civil Procedure as made

applicable by Rule 7054 of

the Federal Rules of

Banptcy Procedure, the Court finds that there

is no just reason for delay in the implementation of this Order once it becomes effective, and
directs entry of judgment as set forth herein.
3. This proceeding is a "core proceeding" within the meaning of28 US.c.

157(b )(2)(A), (N) and (0).

4. The proposed sale constitutes a sale of property of the estates outside the
ordinary course of business within the meaning of section 363(b) of

the Bankptcy Code.

5. The service of

the Reconsideration and Sale Motion, the Notice of Sale

Hearng and the Cure Notice was proper and sufficient.


3
68773-002IDOCS_SF:68379.1O

B. Vacation of Abandonment Order as It Relates to the Sold Assets


6. The Abandonment Order is currently the subject of a pending appeal to the
United States District Cour for the District of

Delaware (Distrct Cour Case No. 09-cv-00740-

JJF, Docket No.7) (the "Appeal"), filed by Daniel DonkeI. As a result ofthe pending Appeal,
this Cour lacks jurisdiction to vacate the Abandonment Order. Hence, entr of

this Order is

conditioned upon dismissal ofthe Appeal pursuant to the terms ofthe Agreement dated
November 5, 2009, as amended (the "Donkel Agreement") between the Debtors, on the one
hand, and Donkel Oil & Gas LLC and Daniel K. Donkel, on the other hand, attached hereto as
Exhibit A.

7. The Buyer and Debtors had not agreed to the proposed sale at the time the

Abandonment Order was entered.


8. The Lessors of

the oil and gas assets that comprise the Sold Assets have

consented to the sale contemplated by the Reconsideration and Sale Motion, and by its express

terms, the Abandonment Order did not determine the identity of the owner of each Abandoned
Asset after the order was entered (other than to state that title would not vest in the Debtors'

lenders). Therefore, vacatur ofthe Abandonment Order as to the Sold Assets does not prejudice
any party.
9. It is in the best interests of

the Debtors' estates and the creditors to vacate

the Abandonment Order as it relates to the Sold Assets in the event and only in the event that the Appeal is dismissed and the sale of the Sold Assets to the Buyer closes as contemplated by the
Sale Agreement.

4
68773-002IDOCS_ SF:68379.1O

10. Once the Appeal is dismissed, this Cour has the inherent power to modify

and vacate its own orders, and may also do so under general principles of equity as well as
section 105(a) ofthe Banptcy Code, Rule 9024 of the Federal Rules of

Banptcy Procedure

and Rule 60(b)(6) ofthe Federal Rules of

Civil Procedure.

c. Good Faith of Buver

11. Cook Inlet Energy, LLC is the "Buyer" for purposes of this Order, but to

the extent that Cook Inlet Energy, LLC ("CIE") fails to close the Sale approved hereby,

Ramshorn Investments, Inc. ("Ramshorn"), as the back-up bidder at the auction held on

November 5,2009, shall be considered the "Buyer" for all puroses under this Order and in that
event the "Sale Agreement" for all purposes under this Order shall be substantially in the form of
the Debtors' agreement with Ramshorn which "Sale Agreement" shall include all terms and
provisions of

the Sale Agreement with CIE with respect to Daniel Donkel and Donkel Oil &

Gas, LLC, pursuant to the Donkel Agreement. For the avoidance of doubt, the Sale Agreement
with CIE includes the Debtors' interests in the Redoubt Unit, whereas the Sale Agreement with
Ramshorn does not.
12. The Buyer is purchasing the Sold Assets in good faith and is a good faith

purchaser within the meaning of 11 US.C. 363(m), and is therefore entitled to the protection of
that provision, and otherwise has proceeded in good faith in all respects in connection with this

proceeding in that: (a) the Buyer recognized that the Debtors were free to deal with any other party interested in acquiring the Sold Assets; (b) all payments to be made by the Buyer and other agreements or arangements entered into by the Buyer in connection with the sale have been
disclosed; (c) the Buyer has not violated 11 US.C. 363(n) by any action or inaction; and
5
68773-002\DOCS_SF:68379.1O

(d) the negotiation and execution of

the Sale Agreement and any other agreements or instruments

related thereto was in good faith.


D. Hi2hest and Best Offer

13. The Sale Agreement constitutes the highest and best offer for the Sold

Assets, and would provide a greater recovery for the Debtors' estates than would be provided by
any other available alternative. The Debtors' determination that the terms of

the Sale Agreement

constitute the highest and best offer for the Sold Assets constitutes a valid and sound exercise of
the Debtors' business judgment.

14. The Sale Agreement represents a fair and reasonable offer to purchase the
Sold Assets under the circumstances of

these chapter 11 cases. No other person or entity or

group of entities has offered to purchase the Sold Assets for greater economic value to the

Debtors' estates (or any ofthem) than the Buyer.


15. Approval of

the Reconsideration and Sale Motion and the Sale Agreement


the transactions contemplated thereby are in the best interests of

and the consummation of

the

Debtors, their creditors, their estates and other parties in interest.


16. The Debtors have demonstrated compellng circumstances and a good,

suffcient, and sound business purpose and justification for the sale prior to, and outside of, a
plan of reorganization.
17. The consideration provided by the Buyer pursuant to the Sale Agreement

constitutes reasonably equivalent value and fair consideration for the Sold Assets under the
Banptcy Code and under the laws of

the United States, any state, terrtory, possession or the

District of Columbia.
6
68773-002IDOCS_SF:68379. i 0

18. Aside from the Appeal, the Debtors have full corporate power and

authority to execute and deliver the Sale Agreement and all other documents contemplated

thereby, and no fuher consents or approvals are required for the Debtors to consummate the
transactions contemplated by the Sale Agreement, except as otherwise set forth in the Sale
Agreement.
E. The Buyer is Not a Mere Continuation of

the Debtors

19. The Buyer is not a mere continuation ofthe Debtors, there is not

substantial continuity between the Buyer and the Debtors, and there is no continuity of enterprise
between the Debtors and the Buyer.

20. No common identity of incorporators, directors or stockholders exists

between the Buyer and the Debtors.


21. The sale is not being entered into fraudulently. The sale has been properly

noticed.
22. The Buyer is not holding itself out to the public as a continuation of

the

Debtors.
F. Successor Liabilty

23. The Buyer does not constitute a successor to the Debtors or the estates.
24. The sale does not amount to a consolidation, merger or de facto merger of

the Buyer and the Debtors or any of

them.

25. Except as otherwise set forth in the Sale Agreement, the Buyer is not

expressly or impliedly agreeing to assume any of the Debtors' liabilities and the Buyer is not a

7
68773-002IDOCS_SF:68379.10

mere continuation of

the Debtors and the transactions contemplated by the Sale Agreement are

not being entered into fraudulently or in order to escape liability from the Debtors' debts.
G. Assumption and Assi2nment of Executory Contracts and Unexpired Leases
26. Subject to, and at the date and time (the "Closing Date") of, the closing

(the "Closing") of

the sale (the "Sale") ofthe Sold Assets contemplated by this Order, the

Debtors may assume the Assumed Executory Contracts, as identified in Exhibit 1 attached to the
Cure Notice that is attached to the Reconsideration and Sale Motion as Exhibit B (as

supplemented or modified by the Sale Agreement), and assign each ofthem to the Buyer

pursuant to section 365 of the Banptcy Code free and clear of all Encumbrances (as defined
below) except as otherwise provided in the Sale Agreement and subject to the Assumed
Liabilities, and notwithstanding any anti-assignent clause as provided in section 365(f) of

the

Bankptcy Code. The assumption and assignent of the Assumed Executory Contracts
pursuant to the terms of this Order is integral to the Sale Agreement and is in the best interests of
the Debtors and their estates, creditors and other parties in interest, and represents the reasonable
exercise of sound and prudent business judgment by the Debtors.
27. Except as expressly supplemented or modified by the Sale Agreement or

this Order, the respective cure amounts set forth on the Cure Notice, and served upon each counterparty to the Assumed Executory Contracts (each a "Counterparty"), are the sole amounts
necessary under sections 365(b )(1 ) (A) and (B) and 365(f)(2)(A) of

the Bankptcy Code to cure

all defaults and pay all actual pecuniary losses under the Assumed Executory Contracts (the
"Cure Amounts"). The Cure Amounts for each of

the Assumed Executory Contracts shall be

paid as set forth in the Sale Agreement.


8
68773-002IDOCS _SF:68379.10

28. The Buyer has provided adequate assurance of its future performance

under the relevant Assumed Executory Contracts within the meaning of sections 365(b )(1 )(C),
365(b)(3) (to the extent applicable) and 365(f)(2)(B) of

the Banptcy Code.

H. Section 363 Sale


29. The conditions of Section 363(f) of

the Banptcy Code have been

satisfied in full; therefore, the Debtors may sell the Sold Assets free and clear of any interest in such property, except as otherwise provided in the Sale Agreement and subject to the Assumed
Liabilities and Permitted Encumbrances (as such term is defined in the Sale Agreement).

30. With respect to any and all entities and persons asserting any options,
pledges, securty interests, claims, equities, reservations, third party rights, replacement liens,

superpriority claims, voting trusts or similar arangements, liens, charges or other encumbrances
(other than easements, restrictive covenants, leases, overrding royalty interests and licenses
encumbering property owned by the Debtors) or restrictions on or conditions to transfer or
assignent of any kind (including, without limitation, restrctions or conditions on or to the
transfer, assignent or renewal oflicenses, permits registrations and authorizations or approvals

of or with respect to governental units and instruentalities), whether direct or indirect,


absolute or contingent, matued or unmatured, liquidated or unliquidated on or against the Sold

Assets or the Debtors (collectively, the "Encumbrances"), except as otherwise provided in the
Sale Agreement and subject to the Assumed Liabilities, either (i) such person or entity has

consented to the sale and transfer, license and assignent, as applicable, free and clear of its
Encumbrance, with such Encumbrance to attach to the net proceeds of such sale and transfer,

license and assignent, as applicable, respectively, (ii) applicable nonbankptcy law permits
9
68773-002IDOCS_SF:68379.10

sale of the assets free and clear of such Encumbrance, (iii) such Encumbrance is in bona fide dispute, (iv) such person or entity could be compelled, in a legal or equitable proceeding, to

accept a money satisfaction of such Encumbrance, or (v) the Buyer is obligated to obtain
governental or regulatory approval after the Sale.
31. The Buyer would not have entered into the Sale Agreement and would not

consummate the transactions contemplated thereby if

the sale of

the Sold Assets to the Buyer or

(to the extent permitted by the Sale Agreement) its respective assignees, the assumption and
assignent ofthe Assumed Executory Contracts to the Buyer or (to the extent permitted by the
Sale Agreement) its respective assignees, and the assumption of

the Assumed Liabilities by the

Buyer or (to the extent permitted by the Sale Agreement) its respective assignees were not,
except as otherwise provided in the Sale Agreement and subj ect to the Assumed Liabilities, free

and clear of all Encumbrances of any kind or nature whatsoever, or if the Buyer would, or in the

future could (except as provided in the Sale Agreement or any amendments thereto, and subject to the Assumed Liabilities), be liable for any of such Encumbrances or other future liabilities

arsing out of past conduct ofthe Debtors or the Debtors' past ownership ofthe Sold Assets.
32. The Buyer is not purchasing all ofthe Debtors' assets. The Buyer is only

purchasing the Sold Assets and is not purchasing any assets other than the Sold Assets, to the

extent set forth in the Sale Agreement. The Sold Assets do not include the Excluded It~ms, as
defined in the Sale Agreement. The Excluded Items shall remain subject to existing

Encumbrances, if any.
33. The Buyer is assuming the Assumed Liabilities, as set forth in the Sale

Agreement, and is not assuming any obligations other than the Assumed Liabilities.
10
68773-002IDOCS_SF:68379. i 0

34. The Debtors are not assuming and assigning all of their contracts and
leases to the Buyer. The Debtors are only assuming and assignng to the Buyer the Assumed
Executory Contracts in accordance with the terms of

the Sale Agreement and are not assuming

and assignng any executory contracts or leases other than the Assumed Executory Contracts.
35. Given all of the circumstances of

the Debtors' chapter 11 cases and the

adequacy and fair value of the purchase price under the Sale Agreement, the proposed sale of the
Sold Assets to the Buyer constitutes a reasonable and sound exercise of

the Debtors' business

judgment and should be approved.

I. Lenders
36. Sale proceeds from the Sale, net of reasonable out-of-pocket costs of

the

Sale as set forth in ordered paragraphs 7 and 8 below (the "Net Sale Proceeds), shall be

distrbuted on the Closing Date to the agents for the Lenders in accordance with paragraph 21 of
the Final Order Pursuant to 11 Us.e. 105, 361, 362, 363, 364, 365 and 507: (1) Approving
Senior Secured Super priority Post

petition Financing; (2) Authorizing Use of Cash Collateral;


priority Administrative Expense Status; (4) Granting

(3) Granting Liens and Providing Super

Adequate Protection; and (5) Modifing Automatic Stay, entered June 4,2009 (Docket No. 415)
(the "Final DIP Financing Order") entered in these Cases and section 2.10(a) ofthe debtor-inpossession financing credit agreement, as amended (the "DIP Credit Agreement").
J. Miscellaneous
37. All findings of

fact and conclusions oflaw announced by the Court at the

Sale Hearing are hereby incorporated herein.

11
68773-002\DOCS_SF:68379.10

NOW, THEREFORE, IT is HEREBY ORDERED, ADJUGED AN


DECREED THAT:
1. Notwithstanding anything to the contrar herein, the effectiveness of this

Order is conditioned upon dismissal ofthe Appeal by the Distrct Cour. Unless and until the
Appeal is dismissed, this Order shall have no force or effect. Upon dismissal of

the Appeal, the

Debtors shall promptly file a notice with this Court notifying paries in interest in these

banptcy cases that the Appeal has been dismissed and this Order has become effective.
2. All objections to the Reconsideration and Sale Motion or the relief

requested therein that have not been withdrawn, waived, or settled as anounced to the Court at the hearing on the Reconsideration and Sale Motion or by stipulation fied with the Cour, and all
reservations of rights included therein, are, except as provided in other orders of the Court,

hereby overrled on the merits or the interests of such objections have been otherwise satisfied
or adequately provided for.
3. The Reconsideration and Sale Motion is granted, as modified hereby.

4. The Abandonment Order is vacated as it relates to any of

the Sold Assets

effective as of

the entry of an order dismissing the AppeaL. The Abandonment Order shall

remain in effect and the instant Order shall be null and void in the event that the Appeal is not
dismissed and the Closing of

the Sale Agreement does not become effective. For the avoidance

of doubt, in the event that the Closing does become effective, the Debtors' estates shall not be responsible for any costs, expenses or liabilities associated with the Sold Assets that were the
subject ofthe Abandonment Order for the period from the date of entry of

the Abandonment

Order through the effective date of the Closing.


12
68773-0021DOCS _SF: 68379. i 0

5. The Sale Agreement and all other documents attached as exhibits to the
Sale Agreement (substantially in the form thereof) are hereby approved in all respects, and shall be deemed in full force and effect, binding and benefiting the Debtors and the Buyer.
6. The Debtors are authorized and empowered to execute and deliver to the

Buyer the Sale Agreement and the other agreements contemplated thereby, and to implement and

consummate all ofthe transactions and perform all obligations contemplated by the Sale
Agreement, including, without limitation, to sell the Sold Assets to the Buyer and to assume and
assign to the Buyer the Assumed Executory Contracts, all on the terms of

the Sale Agreement,

for the purchase price set forth therein (subject to any adjustments set forth therein), and

determined in accordance with the Sale Agreement. The Debtors are authorized and empowered
to deliver deeds, bils of sale, assignents and other such instrments and/or documentation

that

may be necessary or requested by the Buyer in accordance with the terms of the Sale Agreement
to evidence the transfers required or otherwise contemplated by the Sale Agreement.
7. As contemplated by the Cour's Consent Order Authorizing the

Employment and Retention of Lazard Frres & Co. LLC as Investment Banker and Financial
Advisor to the Debtors Nunc Pro Tunc to the Petition Date Pursuant to 11 USe. 327(a) and

328(a), Fed. R. Bankr. P. 2014 and 2016, and Del. Bankr. L.R. 2014-1, entered May 1, 2009

(Docket No. 264) (the "Lazard Order"), upon the Closing and subject to final allowance of

compensation and reimbursement of expenses by a separate order ofthe Court, the Debtors are
authorized to use the proceeds of the sale to pay the allowed fees and expenses of

Lazard Frres

& Co. LLC ("Lazard") of $250,000, which shall be the amount due Lazard, which has waived

13
68773-002IDOCS_SF:68379.10

the provision ofthe agreement approved by the Lazard Order providing for a minimum $500,000
fee.
8. As contemplated by the Cour's Order Authorizing Retention of

Milstream Energy, LLC, as Consultant, Nunc Pro Tunc to the Petition Date, entered May 15,
2009 (Docket No. 314) (the "Milstream Order"), upon the Closing and subject to final
allowance of compensation and reimbursement of expenses by a separate order of

the Court, the

Debtors are authorized to use the proceeds of

the sale to pay the allowed fees and expenses of

Milstream Energy, LLC, up to $50,000, which is the amount provided for in the agreement
approved by the Millstream Order.
9. Upon the Closing, the Buyer shall take title to and possession of

the Sold

Assets in accordance with and subject to the Sale Agreement and Assumed Liabilities. Pursuant

to Section 363(f) ofthe Banptcy Code and the Sale Agreement, including any amendments
thereto, with the exception ofthe Assumed Liabilities or as otherwise contemplated by the Sale
Agreement, the transfer of title to the Sold Assets and the Assumed Executory Contracts shall be
free and clear of any interest and free of all Encumbrances, including, any options, pledges,

security interests, claims, equities, reservations, third party rights, voting trsts or similar
arrangements, liens, charges or other encumbrances (other than easements, restrctive covenants,

leases, overrding royalty interests and licenses encumbering property owned by the Debtors) or

restrictions on or conditions to transfer or assignent of any kind (including, without limitation,


restrictions or conditions on or to the transfer, assignent or renewal of licenses, permits

registrations and authorizations or approvals of or with respect to governental units and

instruentalities, except as contemplated under the Sale Agreement), whether direct or indirect,
14
68773-002IDOCS_SF:68379.1O

absolute or contingent, matued or unatured, liquidated or unliquidated on or against the

Relevant Alaska Assets or the Debtors. Except for the Assumed Liabilities or as otherwise
contemplated by the Sale Agreement, all Encumbrances shall attach solely to the net proceeds of
the sale with the same extent, validity and priority as they attached to the Sold Assets
immediately prior to the Closing.
10. Upon Closing and without fuher order of

this Court or any other or


the Lenders, the Debtors

further notice, in partial satisfaction of

the allowed secured claims of

shall distrbute the Net Sale Proceeds to the agents for the Lenders in accordance with paragraph
21 of the Final DIP Financing Order and section 2.10(a) of

the DIP Credit Agreement.

11. This Order shall be binding in all respects upon the Debtors, their estates,

all creditors of, and holders of equity interests in, any Debtor (whether known or unown), any
holders of

Encumbrances on the Sold Assets, all owners of easements, restrictive covenants,

leases, overrding royalty interests and licenses encumbering property owned by the Debtors, all
non-Debtor parties to the Assumed Executory Contracts, all successors and assigns of

the Buyer,

each Debtor and its respective affliates and subsidiares, the Sold Assets and any trustees, if any,
subsequently appointed in the Debtors' chapter 11 cases or upon a conversion to chapter 7 under

the Bankptcy Code of any of the Debtors' cases. This Order and the Sale Agreement shall
inure to the benefit of the Debtors, their estates, their creditors, the Buyer and their respective
successors and assigns.
12. Except for the Assumed Liabilities and Permitted Encumbrances or as

otherwise provided for in this Order or the Sale Agreement, the Buyer shall not have any lia~ilty

or responsibility for any liability or other obligation of the Debtors arsing under or related to the
15
68773-002IDOCS_SF:68379.IO

Sold Assets. Without limiting the generality ofthe foregoing, and except as otherwise
specifically provided herein or in the Sale Agreement, the Buyer shall not be liable for any

claims against the Debtors or any of their predecessors or affiiates, whether known or unown
as of the applicable Closing, now existing or hereafter arising, whether fixed or contingent, with

respect to the Debtors or any obligations of the Debtors arsing prior to the Closing, whether
relating to or arsing out of the Business, the Excluded Items or the Sold Assets or otherwise,
other than the Assumed Liabilities.
13. Subject to, and at the time of, the Closing, the Debtors are authorized to

assume and assign each Assumed Executory Contract to the Buyer free and clear of all

Encumbrances, except as otherwise provided in the Sale Agreement and subject to the Assumed

Liabilities. The payment of Cure Amounts (if any) shall (a) effect a cure of all defaults existing
thereunder as of

the Closing Date, (b) compensate for any actual pecuniar loss to such non-

Debtor party resulting from such default, and (c) together with the assumption of the Assumed
Executory Contracts by the Buyer, constitute adequate assurance of future performance thereof.

The Buyer shall then have assumed the Assumed Executory Contracts and, pursuant to section

365(f) and 365(k) of the Bankptcy Code, the assignent by the Debtors of such Assumed
Executory Contracts shall not be a default thereunder. After the payment ofthe relevant Cure
Amounts, neither the Debtors nor the Buyer shall have any further liabilities to the non-Debtor parties to the Assumed Executory Contracts other than the Buyer's obligations under the
Assumed Executory Contracts that become due and payable on or after the Closing Date, except
as otherwise provided in the Sale Agreement and subject to the Assumed Liabilities.

16
68773-002IDOCS_SF:68379.10

14. Any provisions in any Assumed Executory Contract that prohibit or


condition the assignent of such Assumed Executory Contract or allow the pary to such
Assumed Executory Contract to terminate, recaptue, impose any penalty, condition on renewal

or extension or modify any term or condition upon the assignent of such Assumed Executory
Contract, constitute unenforceable anti-assignent provisions that are void and of

no force and

effect. All other requirements and conditions under sections 363 and 365 of

the Banptcy
the Assumed Executory

Code for the assumption by the Debtors and assignent to the Buyer of

Contracts have been satisfied. Upon the Closing, in accordance with sections 363 and 365 of the

Bankptcy Code, the Buyer shall be fully and irrevocably vested with all rights, title and interest
of the relevant Debtor under the applicable Assumed Executory Contracts.
15. Upon the Closing and the payment of

the relevant Cure Amounts by the

Buyer, the Buyer shall be deemed to be substituted for each relevant Debtor as a party to the
applicable Assumed Executory Contracts and the Debtors shall be relieved from all

liability on

such Assumed Executory Contracts as set forth in the Sale Agreement. Should any issue arise
affecting the assumption and assignent of Assumed Executory Contract which was not raised

at the time for filing objections to the proposed sale, Buyer reserves the right through Closing to

remove the affected Assumed Executory Contract from the list of leases or contracts being
assumed and assigned pursuant to the Sale Agreement and this Order
16. The Buyer has provided adequate assurance of its futue performance

under the relevant Assumed Executory Contracts within the meaning of sections 365(b)(1 )(C),
365(b)(3) (to the extent applicable) and 365(f)(2)(B) of

the Bankptcy Code.

17
68773-002IDOCS_SF:68379.1O

17. There shall be no rent accelerations, assignent fees, increases or any


other fees charged to Buyer as a result ofthe assumption and assignent ofthe Assumed

Executory Contracts.

18. At or prior to the Closing, the Buyer shall establish, or cause to be


established, a segregated interest bearng reserve from which cure costs relating to unresolved

cure claims arsing on or prior to the Closing shall be paid (the "Cure Reserve"). The Cure
Reserve shall be fuded in an amount equal to the maximum liquidated amount of cure costs

asserted by the counterparty to any contract or lease for which there is an unresolved cure claim

("Unresolved Cure Claim"). Funds shall be released to the cure party or the Buyer from the Cure Reserve as cure disputes are resolved. Notwithstanding anything to the contrary in the Sale
Agreement, Buyer's obligation under the Sale Agreement to pay Cure Amounts at Closing shall

be satisfied by funding the Cure Reserve for each Unresolved Cure Claim in the maner set forth
in this paragraph.
19. The Unresolved Cure Claims shall be resolved in the following manner:

(a) the Assumed Contracts relating to the Unresolved Cure Claims shall be assumed and assigned
in accordance with the terms of

the Sale Agreement and this Order, (b) within 30 days after the

date of

this Order, the Buyer and the non-Debtor pary to an Assumed Agreement shall negotiate
the Unresolved Cure Claims, and (c) to the extent the parties are

in good faith a resolution of

unable to resolved the applicable Unresolved Cure Claim, any such pary may request the Court

to set the Unresolved Cure Claim for hearing before the Court on no less than eighteen days
notice.

18
68773-002\DOCS_SF:68379.10

20. Pursuant to sections lO5(a), 363 and 365 of

the Bankptcy Code, all

paries to the Assumed Executory Contracts are forever bared and enjoined from raising or

asserting against Buyer any assignent fee, default, breach or claim or pecuniar loss, or
condition to assignent, arsing under or related to the Assumed Executory Contracts existing as

of

the Closing or arising by reason ofthe Closing, except for any amounts that are Assumed

Liabilities being assumed by the Buyer under the Sale Agreement.


21. The Buyer is a good faith purchaser within the meaning of section 363(m)
of the Bankptcy Code and, as such, is entitled to the full protections of section 363(m) of

the

Banptcy Code.
22. Pursuant to Rules 7062, 9014, 6004(g) and 6006(d) of

the Federal Rules of


the Appeal
the AppeaL.

Bankptcy Procedure, this Order shall be effective immediately upon dismissal of

and Closing of

the Sale Agreement shall be immediately effective upon dismissal of

23. This Order is and shall be binding upon and govern the acts of all entities,

including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies,

governental departments, secretaries of state, federal and local officials, and all other persons
and entities who may be required by operation oflaw, the duties of

their offce, or contract, to

accept, file, register or otherwise record or release any documents or instruments, or who may be
required to report or insure any title or state of

title in or to any lease; and each ofthe foregoing

persons and entities is hereby directed to accept for fiing any and all of the documents and
instruments necessary and appropriate to consummate the transactions contemplated by the Sale
Agreement.
19
68773-002IDOCS_SF:68379.10

24. This Order constitutes authorization under all applicable jursdictions

versions of

the Uniform Commercial Code for the Buyer to fie UCC termination statements with

respect to all securty interests in or liens on the Sold Assets.


25. The failure specifically to include any paricular provision of

the Sale

Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being

the intent ofthe Cour that the Sale Agreement is authorized and approved in its entirety.
26. This Cour shall retain jurisdiction to, among other things, interpret,

implement, and enforce the terms and provisions of this Order and the Sale Agreement, all
modifications thereto and any waivers and consents thereunder and each of the agreements
executed in connection therewith to which the Debtors (or any of

them) are a party or which has

been assigned by the Debtors to the Buyer, and to adjudicate, if necessary, any and all disputes
concerning or relating in any way to the Sale.
27. Notwithstanding anything to the contrary herein, the Sale Agreement shall
be consistent with the terms of the Donkel Agreement and the terms of

the Donkel Agreement

are hereby approved. The Court shall retain jursdiction to hear any and all disputes related to
performance, interpretation, execution, applicability, enforcement or breach( es) of the Donkel
Agreement.
28. To the extent that any provisions of

this Order shall be inconsistent with

the provisions in the Sale Agreement or any related instrument or document, any prior order, or
any pleading with respect to the motions in this case, the terms of

this Order shall control.


and all rights of

29. Notwithstanding anything to the contrary herein, any

the

Committee to challenge, contest or object to the disbursement of

the Net Sale Proceeds to the


20

68773-002\DOCS _SF:68379. i 0

Lenders, as contemplated by Recital I and ordered paragraph 10 above, are expressly preserved,
including any right of

the Debtors' estates to seek disgorgement of such Net Sale Proceeds.


30. Notwithstanding anything to the contrar herein, the Assumed Executory

Contracts do not include that certain postpetition Amended and Restated Trading Bay Facilities

Agreement, effective September 1, 2009 (the "Facilities Agreement") between PEAO and Union

Oil Company of California ("Union"). The Facilities Agreement may be assigned by PEAO to
the Buyer at Closing in accordance with the terms thereof. Nothing in this Order is intended to
alter or modify the terms or provisions of

the Facilities Agreement, which shall remain in full

force and effect, and the Buyer shall comply with the terms of

the Facilities Agreement from and

after Closing. Nothing in this Order shall effect or create a novation of any rights or obligations
that may exist between Union and PEAO under the Facilities Agreement.
31. Notwithstanding anything to the contrary herein, nothing in the Sale

Agreement or this Order shall affect the rights of the State of Alaska and its various agencies to

(a) evaluate, qualify and approve the Buyer under applicable Alaska rules, regulations or other
statc law to own, occupy, or operate the Sold Assets, including any requirement for the Buycr to

post bonds or cash deposits for the benefit ofthe State of Alaska to secure its decommissioning

obligations; or (b) evaluate and approve the sale, transfer or assignent of any interests in any of
the Sold Assets, pursuant to applicable law (with the understanding that in connection with the conveyance of overrding royalty interests to Donkel Oil & Gas, LLC, pursuant to Section 7.2(1)
of

the Sale Agreement, so long as such conveyances do not constitute an initial separation from

the working interest the State of Alaska shall take no action in accordance with 11 AAC
82.605(b) only with respect to such conveyances). The State of Alaska's cure objection (D.1.
21
68773-002IDOCS_SF:68379.10

1054) is withdrawn pursuant to the terms stated on the record at the auction applicable to Buyer's

acquisition ofthe Redoubt assets. For the avoidance of doubt, nothing in the Sale Agreement
shall purort to limit or otherwise affect the authority and powers of

the State of Alaska or any of

its agencies respecting the Sold Assets.


32. Notwithstanding anything to the contrary herein or in the Cure Notice,

upon the Closing, the Buyer shall pay the sum of $51 0,566.69 to the United States Deparment of
Interior, Minerals Management Service ("MMS"), as agent for the Bureau of

Land Management

("BLM") as administrator of

Oil & Gas Lease BLM-A-035017/West Foreland, in full

satisfaction of any unpaid royalty cure claims that may be owed to MMS or BLM with reference

to Lease BLM-A-035017/West Foreland, which lease, to the extent that it is executory, is to be


assumed and assigned to the Buyer under section 365 of

the Banptcy Code pursuant this


the unpaid royalty cure owing to

Order. The Buyer reserves all rights to contest the amount of

BLM and COO with respect to the foregoing, subject to the administrative review and appellate

process available through the MMS under applicable regulations and non-bankptcy law. The

Buyer agrees and acknowledges that the Bankptcy Cour shall have no jurisdiction to
determine the amounts that may be owed as between the Buyer and MMS with respect to Lease

BLM-A-035017/West Foreland from and after the Closing. For the avoidance of doubt, the
foregoing provisions governing the cure amount payable to MMS are separate and apart from the
cure amounts reflected on the Cure Notice as owed and payable to Cook Inlet Region, Inc.
("CIRI"), the subsurface lessor of

Lease BLM-A-035017/West Foreland, and shall not preclude

claims for additional royalties owed to COO, whether directly or by and through the United

States as Administrator of such lease. However, nothing in this paragraph shall prevent the
22
68773-002\DOCS_SF:68379.1O

Buyer from seeking a refud from the MMS ofthe amounts paid to COO in accordance with the
administrative review and appellate process outlined above.
33. Notwithstanding anything to the contrary herein or in the Cure Notice,

upon the Closing, the Buyer shall post a surety bond or irrevocable letter of credit in the

aggregate amount of$500,000 in favor ofBLM/COO to secure the obligations (including


plugging and abandonment and remediation costs) under Lease BLM-A-035017/West Foreland,

which surety shall be irrespective of any additional applicable abandonment requirements under

Federal and State law. By no later than one year following the Closing, the Buyer shall increase

such bond or bonds so that the Buyer wil have $1,000,000 securng its obligations to BLM/COO
under Lease BLM-A-035017/West Foreland. By no later than two years following the Closing,

the Buyer shall increase such bond or bonds so that the Buyer wil have $1,500,000 securng its
obligations to BLM/CIRI under Lease BLM-A-035017/West Foreland. Failure to provide proof
of

bonding or a Letter of Credit as required by this Order wil constitute a default under Lease

BLM-A-035017/West Foreland and will serve as a basis to terminate Lease BLM-A035017/West Foreland without further notice.
34. The Buyer wil cure all defaults due to CIRI under Lease BLM-A-

035017/West Foreland through the Closing Date of

the Sale. Through July 23,2009, PEAO

listed the necessary prepetition cure as $47,589. PEAO asserts that this amount is subject to

adjustment and final reconciliation. PEAO fuher acknowledges that additional amounts may be
owed to COO as ofthe Closing of

the Sale. Accordingly, the Buyer shall cure the prepetition

amount owed to COO within 10 days of the Closing Date, and shall cure any additional amounts

owed as of the Closing within 30 days of reconciliation and establishment of a final amount due
23
68773-002IDOCS_SF:68379.10

(the reconciliation is to be completed by December 31, 2009). The Buyer may treat the cure
payable to CIRI as an Unresolved Cure Claim in accordance with paragraphs 18 and 19 of

this

Order, pending a final reconciliation of

the amounts due.

35. For new gas wells drlled under the Lease BLM-A-035017/West Foreland,

the Buyer shall provide a surety bond or irrevocable letter of credit in the amount of $1 ,000,000

per well for contractual plug and abandonment obligations (which surety shall be irrespective of

any additional applicable abandonment requirements under Federal and State law) fuded at
$150,000 each quarer, with the first installment being due 60 days after a new well begins

production. The final amount of the bond or letter of credit required for new gas wells is to be
adjusted to 1.5 times the average actual cost of plugging and abandoning the two existing wells

described in paragraph 32 once such plug and abandonment has been completed. A failure to

provide proof of a bond or letter of credit in the requisite amount by each deadline wil constitute
a default under Lease BLM-A-035017/West Foreland and shall serve a basis to terminate Lease
BLM-A-035017/West Foreland without further notice.
36. The Buyer shall procure adequate insurance to cover all activities and

property on or associated with the Lease BLM-A-035017/West Foreland, including but not
limited to coverage for environmental liabilities, and add COO and BLM as an additional insured

on all such policies. The policy amounts shall be set at levels required by statute or within
industry standards (whichever is greater).
37. The terms of

Lease BLM-A-035017/West Foreland, including the

provisions set forth in this Order, shall be binding on the Buyer and any of its successors and
assigns.24
68773-002IDOCS_SF:68379.10

38. COO and SalamatofNative Association, Inc. (Salamatof') serve as

counter parties on certain real property easement agreements and leases to be included as Sold
Assets in the Sale, as more fully described in subparagraphs (a)-(d) of

this paragraph (the

"CIRSalamatof Agreements"). The Buyer wil cure all defaults under the CIRSalamtof
Agreements through the Closing Date of

the Sale. Through July 23,2009, PEAO calculates the

amounts that must be cured by the Buyer under the CIRSalamatof Agreements as follows:

easements, as amended from time to time (COO)-cure amount through July 23, 2009 as calculated by PEAO is $6,187;
Kustatan Subsurface Easement dated December 5,2002 (CIRI)-- cure amount through July 23, 2009 as calculated by PEAO is $23,992;
(b) Kustatan Trading Bay Subsurface Easement Agreement along with related

(a) West Foreland General Agreement and related agreements and pipeline

(c) West Foreland General Agreement and related agreements and pipeline

easements, as amended from time to time (Salamatof)-- cure amount through July 23, 2009 as calculated by PEAO is $5,531; and
(d) Surface Use and Easement Agreement dated as of August 27, 1999

between Salamatof and Forest Oil Corporation, as such may have been amended and assigned from time to time, including without limitation as amended by Amendment #1 thereto effective as of August 1,2002 (Salamatof) -- cure amount through August 31, 2009 is $50,000.
PEAO notes that the amounts described above are subject to upward adjustment to cover the

period through the Closing Date of the Sale. The Buyer shall cure the amounts listed above
within 10 days of

the Closing Date, and shall cure the additional amounts within 30 days of

reconciliation and establishment of a final amount due (reconciliation shall be completed by


December 31, 2009).

39. The Buyer shall provide a surety bond or irrevocable letter of credit in
favor of

COO and Salamatofin the amount of$750,000 for the contractual and statutory

remediation/removal obligations funded in three installments of$250,000 each by May 1, 2010,

25
68773-0021DOCS _SF:68379. 1 0

May 1, 2011, and May 1, 2012. A failure to provide proof of a bond or letter of credit in the

requisite amount by each deadline wil constitute a default under the CIRSalamatof Agreements
and a basis for COO and/or Salamatofto terminate the CIRSalamatof Agreements without

fuher notice.
40. The Buyer shall procure adequate insurance for its activities and property

located on the real property covered by the CIRSalamatof Agreements, including for
environmental

liabilities, and add COO and Salamatof as an additional insured on all such

policies. The policy amounts wil be set at levels required by the CIRSalamatof Agreements
and industr standards, and the policy(ies) shall be bound and effective at the time the Buyer
takes control of

the Lease.
41. The Buyer, COO and Salamatof shall, upon the request of any party,

document the conditions set forth herein in Paragraphs 38-40, above in the form of an
amendment(s) to the CIRSalamatof Agreements. The various contracts with COO and

Salamatof described in paragraph 38, as modified by this Order, shall be enforceable against
successors and assigns.
42. The Environmental Protection Agency Region 10, 1200 6th Avenue,

Seattle, W A 98101 ("EP A"), is the beneficiary of both an Irevocable Standby Letter of Credit in

the amount of

$490,000.00 issued by the First National Bank of Alaska on behalf of

PERL (the

"EP A Letter of Credit") and a Standby Trust Agreement by and between PERL, as the grantor,
and the First National Bank of Alaska, as the trustee ("Standby Trust Agreement"). The EP A

Letter of Credit and Standby Trust Agreement were issued to satisfy permit and regulatory
provisions requiring PERL to guarantee the costs of

plugging and abandoning the two injection


26

68773-002IDOCS_SF:68379.1O

wells referenced in the Letter of

Credit, RUD #1 and WMU #4D. The EPA Letter of

Credit is

cash collateralized with account #22504955 at First National Ban of Alaska (the "First National
Account"). Such interest as PERL may have in the EP A Letter of Credit and Standby Trust
Agreement shall be transferred to Buyer pursuant to the Sale Agreement, and Buyer shall have
its name substituted onto the EP A Letter of Credit and Standby Trust Agreement, or, subject to EP A approval, have a new letter of credit and Standby Trust Agreement issued by First National
Ban covering the same injection wells. Thus, Buyer shall step into the shoes of

PERL as

regards the EP A Letter of Credit and the Standby Trust Agreement and shall thereby satisfy the

aforementioned permit and regulatory financial assurance requirements for plugging and
abandonment of

the above-identified wells. Buyer shall have no right to access the cash

collateral in the First National Account except to the extent that EP A releases all or some part of
its interest in the EP A Letter of Credit.
43. Buyer shall maintain the EPA Letter of

Credit and StandbyTrust

Agreement for EP A's benefit in the full amount of $490,000 until EP A approves a new letter of

credit and Standby Trust Agreement that provides financial assurance for the plugging and
abandonment of

the referenced injection wells. From and after the Closing, Buyer shall comply
the Sold Assets,

with all applicable laws applicable to Buyer's ownership or operation of

including applicable environmental

laws.

44. Notwithstanding anything to the contrary herein, nothing in the Sale

Agreement or this Order shall affect any party's right to adjudicate in a subsequent proceeding
any issue pertaining to the validity and/or effect of

the Medema throughput interest, including


the

but not limited to the issue of

whether that interest is considered a lien under section 363(f) of

27
68773-002IDOCS _SF:68379. 10

Banptcy Code, and whether the Buyer must take the Assets subject to the Medema
throughput interest.
45. For the avoidance of doubt, the Debtors shall have no fuher obligations

or liabilties with respect to the Sold Assets from and after the Closing. However, the
effectiveness ofthis Order shall not affect any actions as may be necessary pursuant to section 10.3 ofthe Sale Agreement.

Dated:

,2009
Honorable Kevin J. Carey

United States Bankptcy Judge

28
68773-002IDOCS_SF:68379.1O

EXHIBIT A

DONKLOn. & GAS LLC


1906 Kohioor Pla
Golde Colorao 80401

E-mai: ddonk~cf.rr.com
November 5, 2009
Pacifc Energy Resurces Ltd., et al ("Debtors")

Prospece Bidders For Debtors' Alaska Asse

Re: Ageement

Gentemen:
Ths letter ses fort additiona tes, proviions and procedures as approved and

agree to by Donkel Oil & Ga LLC ("00&(7') an Danel K. Donkel ("Donkel")


pertg to, and related to the auction and/or sale of certn of

the Debtors' oil and ga

assets which generally conis of Pacifc Energy Alaska Operaing, LLC's ("PEAO")
interests in lea oil an ga producton and exploration assets locate in Alaska that

were formerly operated by PERL or presenty operated by Auora Ga, LLC. but not
includig cert oil and gas leaes and relat assets locad in the Reoubt Unit (the

"Sold Assets").
The ten, provisions and procedures conted herein are mae under the

following facs and circumsces:


A. On November 3. 2009, Chief Banptcy Judge Kevi J. Cay (the
"Banpty Judge") of the Unied Staes Banptcy Cour in the Distct of

Delaware

Pacifc Energy Resource Ltd, et aI. (Cae No. 09-10785). At the Heing, the Banptcy Judg expressed hi concern that due to the pending appea of Donkel
(Disct Cour Cae No. 09-cv-00740-JJF, Docket No.7) .(the "Appea") no jursdction existed for him to consider th Debtors' Motion to Vacae Abandonment and Sell dated Octber 14, 2009 (Docket No. 998) (the "Motion to Vacae and Sell"). which seeks,
among other thngs, entr of an Order in the Chapter 1 i banptcy cae (the

(the "Banptcy Cour') conducted a hearng (the ~cHearing") in the Chapter 11 cae of

"Banptcy Case") (a) vacatig the Abandonment Order entered on September II, 2009
(Docket No. 876) (the "Abandonment Ordet') as it relates to the Sold Asets to be sold to Cook Inet Energy, LLC ("Cook Inlet"); and (b) approvig the sale to Cok Inet of the

Sold Assets of the Debtors, al as set fort in a Purchase and Sale Ageement between Cok Inlet and Pacifc Energy Alaska Holdings and PEAO fied as an &hbit to the

(BAY:0141944l

November 5, 2009
Pacific Energy Resource Ltd. et al ("ebtors")

Prspecve Bidders For Debtors' Alaska Asse

!age20f6
the appeance of severa additona prospecve B. At the Heag, in light of purchaers in response to the Recnsderaon Motion, the Banptcy Judge agee to aucton procedures and a sale hear date of Novembr 6, 2009, thus alowig the
pares an opportty (i) for higher and beer offers for the Sold Aset (ii) to resolve
differences and (il) to fuer addres th juisicton issue in order to allow the
Banptcy Cour to approve a posble sale of certn of

the Sold Assets.

Basd on the foregoing, the undergned pares hereby agee to abide by and
comply With the followig te provisions and procedures, which sba be incorporated

in any Purchae and Sale Ageement and/or Sale Order suportng a bid on the Assets
an the fi Puhase and Sale Ageement (the "Fina PSA") to be entered into by the

succesful bidder (the "Successfl Biddet'), as determed and estalished by the


Debtors.
1. Assbmment of Ovenidin~ Row." Ri2hts to DO&G. Subjec to the
ter and provisions contained herein the Successful Bidder hereby covenan and

agees tht, in exchage for DO&G and Donkel undertg and perfomig the actons
set fort in Section 2 below. immedately upon Closing, as hereiafer defined the

Successfu Bidder inclug any Backup Bidder th becmes a Succesfu Bidder shall
tranfer. convey and assign and/or cause to be tranferred. conveyed and assigned to

DO&G the following:


.

(a) A one-half of one percent overriding. royalty interes on PEAO's

worJng interest in any and al producig oil and gas leaes being acqed by suh Successfu Bidder in Alka as more fully desribed and set forth in Schedule 6(i) of the
Final PSA
(b) A one percnt overrding royalty interest on PEAO's. workig inre in any and al exloration oil and gas lease bein acired by such Succssfu
Bidder in Alaska as more fully described and set fort in Schede 6(i) of

the Fin PSA

(c) A 5/lOt of

the approximate one percent oveniding royalty interest

owned by PEAO on each of the leas which constie the Cosmopolitan Unit as more

fully desbed and se fort in Schedule 6(il) of the in PSA and being acquied by
such Successf Bidder.

transporton costs and other cost of sale; and that no ORR is payable on na gas consued or exchanged for consumption in the operation of the subjec properes. Notwdig any provision of th Ageement to the contr. such ORR in (c) above shal be subject to the tens of
agreements that inc1ides provisions for deductons of

(d) ORRs in (a) and (b) will be subjec to custmar ORR

1l ce Ass Sal Ag bet For Al Oper LL an PiOR$

(BY~14i""l ~

November 5~ 2009

Pacifc Energ Resurce Ltd, et a1 ("ebtors") Prospeve Bidders For Debtors' Alaska Assets
Pag

3 of6

Nat Resources Alaska. Inc. dated Febru 14, 2007 and th cern Overriding Royal Ageement beteen Forest Alask Opertig LLC and Pioneer Natal
Resurce Alaska Inc. dated Februar 16,2007.
Any and al assignent or other trsfer docents necsar to implement and effec the foregoing overndig roya interess assignments contmplated by ths
!

governent form anor cuomaly accpted form and Debtors shall reque pursuant
to the Final PSA that the ORR trfer documents be tiely executed notad and delivered by the Successl Bidder to Ru & Tucker, LL to be held (the "Escrovl')
until .the order dismissing the Appeal has been entered and afer which. conveyed to

Ageement) which ORR transfer docuents wil be prepared by the Debtors on stadard

DO&G. Such assignents shall be on form required by relevan governmenta and pnvae entities, and acceptable to DO& to ca out the intent of ths Agreement. It is underood and intended by the pares herein th any rights and ineress recived by DO&G puruan to the tes and provisions of ths Secon i may subsequently be
traerred and asigned as follows: 75% to Samuel H. Cae and 25% to Daniel K.

Donkel as permtted by applicable law.

2. Actions bv DO&G and Donkel. Subjec to the term an provisions set


forth in ths ageemen. DO&G and Donkel shall, in consideration for the nghts and

interest set forth in Secon I above, covenant and agree to support th Recnsiderion Motion to Vacte an Sell and (i) to convey to the Escrow a stipulaton with the Debtors
for the dismissal of the Appea (the "Stipulaton."), an concuently with the closing on

the Fin PSA (the "Closing"), wmch is to be conditioned upon entr of a. Banptcy
Court order autrig the sae, file the Stipulation in the Appea and obtan the dimial of the entir app, at which time the Banptcy Cour order authoring the

entr into the Final PSA and Sale Order, and the Closing. shall becme effective; and (ii)

to widraw without prejudice, eah of the items set fort in ths Secton 2 below,
provided tht such withdrawal shall be deemed to be wi prejudice upon the Closing and
fuer provied that nothng herei shal jeopardie the righ ofDonkel or DO&G to the
retu of

any deposit(s) which Donkel or DO&G may have tenderd and/or submitted to the Debtors or the Debtors' professionals:
(a) the DO&G purhase offer for exloration assets of the Debtors as

submitt on Octbe 22, 2009; provided, however, any such withdrawal efforts shall not
jeopardie or prejudice the retu and releae back to DO&G of

the $100,000 payment.

made in fuerace of such purchase offr;


(b) Donkels Motion for Sta Pending Appea (Eergenc) of the Order Granting Alteive Motion of the Debtors for an Order Authorig
Abandonmen of Certai Interes in Oil an Ga Properties in Alas (Excluding

Tradng Bay) an Rejection of Execuory Contracts &lag Thereto and th Order

Deg tV Emer - if Dal K. Do fo -- to St th 41

(BY~i41""1 (/ /' If

November 5~ 2009

Pacc Energ Resur Ltd., et al ("Debtors")


Prospectve Bidders For Debtors' Alasa Assets

Page40f6
Flecve Dae for th Abanmnt Orde an (II) Emergeny Motion for Jiediae Approval of Sal of Debtors' West Forela Lee to Donkl Oil & Ga LLC Or in the
Alternati, to Erotn th Shuttg in of West Forela an Well No. I Pendng Approval th Sale (Det No. 977); of
"
~

~ ~

(c) DO&G'8 Response to Notices of Sale oj De Minis Asets


(Docket No. 1010);
~

(d) DO&G's Objecon to Debtors' Motinfor Orde rA) Vacg Th Cou's Abadonment Order in Par fOT Cerai Alaska $ets an (B) Authrizg
Debto .to Sell Such Asets to Cook Inlt Energ LLC (Docket No. 1055) (the

I:

"Recnsideration Objection") and Donkel's Joinr in the Reconskkraton Objection


(Docket

i
~ !

No. 106).

(e) DO&G's Response oj Donkl Oil & Gas LLC to Debtors' Motion
to Sell Fure (Docket No. 108 i)

3. Conditions to A"reement. The obligations of DO&G and Donkel to


consmmate the ter and provisions of conditioned upon satisfaon of each of

the ageements as set fort herein is specificaly the following items on or before the Closin
the
the Final PSA shall be consistent

(a) The Banptcy Cour shaU conditionay approve the ter of sae of

the Sold Assets to the Succsful Bidder and an Backup Bidder;


(b) Al of the ten and provisions of

with all of

the ter and provisions as conted herein;

(c) The D~btors shal not object to, or oppose, any of~e term and

provisons as set fort heein. In addion, the Debtors wi unere an perfonn all
reaonable actons necssa to support ot an act in acrdae with the terms and
prviions' as set fort herei

(d) The Closing oftha Fin PSA on the Sold Asset to the Succesfu

Bidder or any Backup Bidder shal have occed subject to the Banptcy Court' 8

conditiona order bemig effectve;

(e) Th Debtors an the Successful Bidder shall have, pnor to or simultaeoly with the Closing, recived all necesar approvals and all necess 7t
lgs for the sae of the Sold Asets which may be required under any ageement or any /1

govemmentalaw or reguation; (! i

(BY:01419466v4J

November S~ 2009 Pacifc Energ Resource Ltd.. et at ("Debtors")

Prospve Bidders
For Debrs~ Alas Assets

Page 5 of6
(f) Al assignents to DO&G as contemplated by Secon i above

sha be held in esrow to be released to DO&G upon simuleous compliance with all conditions contned herein

4. Failure to Sati Condiaons. In the event tht al of the conditions set


fort in Secon 3 above have not been satisfied or complied with on or before the

Closing of the sae of the Sold Assets to the Succe Bidder or any Backup Bidder
under the Fin PSA, then al oftle obligations of

the Debtors, the Succ Bidder, any

Backup Bidder, DO&G and Donkel herein shall be deemed null and void and they and all other intered pares shal be automaticaly restore to their respectve positions prior to this ageement witout any prejudice or impediment to their respecve interes which
exsted, or may have ex pnor to th agreement.

5. Furter Assurance. All interesed pares agree to execute and deliver.


as may be required from tie to time. any and al intrents or oter documents as
necssar in order to effecte the tranctions contemplated by ths letter agreement. In

addition. the Debtors agree to de any appea relate to the Banptcy Cour's order
vacag the Abandonmen Order and authoriing the sale to the Successfu Bidder.
6. Default and Remedes.
(a) Default. Time is of the essence hereof If any obligaon hereuder is not perormed as provided for herein th non-breclug par shal be enttled to pursue
the remedies se fort herin
I

f
i

l
I

breaching par shal have any and all remees avaiable at law or in equit includig.
without limtation, th right of spifc pedormance.

(b) Remedes. Upon the breah of any obligation hereuder, th non-

(e) Atmets Fee Should any par seek to enforce tb Agrent.


or asrt any clai or def arsing out of or related to the ters oftls Agement or to

otherse enfrc any remed hereunder. the prevaling par shall be ented to rever
frm the oter par or pares any and all cost and expses including reanale
attrns fee, as may be incued.

pares to the Fina PSA ~V)~ ,/7 _


7. Gener Provisions. The te, provisions and proceures se fort herein

shal be incorporaed into the Fina PSA and/or Sale Order and sb be binding upon the . / .l

I
~

1
(BAY:0141946v4)

November 5, 2009
Paomc Energy Resurce Ltd., et aI ("Debtors") Prospecve Bidders
For Ders' Alaska Assets
Pag

6 of6
8. )letDtiOD of JuridicpOD. The Sale Order shl prode that the

Ba.ptc Cour wi retan jurisdicton to hear any and all disputes related to

perfrmce, interpreato~ exection. applicailty, enforceent or breach(es) of ~s I J_ /J

Ag as ii in th F"in PSA . d~ ~
Sincerely yours.

DONK On. & GAS, ~~ /I //


By:

Danel K. Donkel, Manaer

Danel K Donke~ individually

Li~G~
( 1l 1J~ 1'1w O;J Ilt

La ~

PACIFC ENRGY RESOURCE LTD, et a1

By.

Itc 111\( G-~ c,rrO

oJ C~

(BAY:01419466v4l

AMENOMENT TO AGREEMENT
WHEREAS the (,iriginal Agrement by and among Donkel Oil & Gas lLC ("DO&G") and Pacific En~.,gy Resoures. et ai (the '"Debtors"). dated November 5, 2009 (iite "I.ciicr
Agreement"). provided for the Successful Bidder, including any Backup Bidder t1ial bemes a

Successful Bidder, to transfer. convey and assign and/or c.'\use to be trsferred, conveyed or assigned to 00&0 the oveidlng royalty interets as set forth therein.
W.HEREAS the parties have detennined that Pacific Energy Resources Ltd. (".PERL")
and Pacifc Energy Alaska Operating Ll.C C"PEAO") wil transfer the overrde iiistead of

the

Succssful Bidder.

Wi-lEREAS this amendment (the "Amendment" sets frth a speific manner pursuant I(.l
the Lelter Agreement it) which siich overrding royalty interets may he conveyed 1: 00&0 in ilccordance with 11 AAC 82.605 (with respct to the overrding royalty interests in paragrph 3 below) and 1 i AAC 82.605(b) (with respect to the overriding royalty interests in par~raphs I
and 2 below).

WHEREAS, all capitalized terms not otherise defined in this Amendment shal. have the meaning asi.Tbed to them in the Letter Agreement.
NOW, THEREFORE,

I. This Amendment provides for the conveyance of the ovcniding roynlt)' intel'CSL'I set fort
in parphs I (a) through Cd) ofthe Letter Agreement as follows:

(i) by PER.L from the previuusly severed 2.43823% overrding royalty interest

granted to SPCP Group Alaska LLC pursuant tl) that Conveyance of Overrding Royalty Interest dated effective: January I. 2007, appJicablc to the
oil and g~lS leases described and set forth in Schedule 6() and SchcduJe 6(H) of

the Final PSA; and


(ii)

by PEAO from its previously severed approximate one percent royalty interest in l.eaes that constitue the Cosmopolitan Unit and Palls Crek, as described
and set forth in Schedule 6(ii) of

the Final PSA.

2. Becuse such conveyances of overrding royalty it'tereslc from PERL and PEAO t(.i DO&O are the cQl'veyanct of a previously severe interesl, approprate documents wil be prepared by the Debtors and the Debtqri; shall be requi.red pursuant to the Final PSA to as.cur that the Conveyance of ORRl be timely cxt:ute. notazed and delivered by the Debtor to R.utan & Tucker, U..p to be bld untit the order dismissing the Appea has been entere. and after which, conveyed to DO&G. Such Conveyance shall be in a torm ~icceptahlc to PERL. PEAO

and DO&G to carr out the intent otthc Letter Agrement, as amended.
3. The conveyances of

ItiY:Ol'l32372vl1li ( 105271,M -1- 6.

ORRIs to 00&0 by .PERL and PEAO i.n accordance with this

t\mendment shall eliminate any obligations of the Successful Bidder to make sui.h conveyances.d

i;XCept that Successful Bidder shall be obligated to convey to DO&G (i) a one percent ORRI on the Successful Bidder's working interest in any oil and gas leae that shall be issued, granted or otherwiiie executed and delivered to tbe Successfl Bidder where such lease arie:: from, ot pursuat to, the properties referenced and included iii exploration license ADL 390078 if such

lease is issue, and (ii) a one pecent ORRJ on the Succesful Bidder's working interest in the
termnated Point Thomson leas. ADL 47562 and ADL 47567 presently on appel and pending deter ination by DNR, if a final judgment or decision is entere that rescinds or overtrns the
.~.'

tennination ofthe su~ject leas by Alaska DNR and the leas are reinstated. each as described
and set rOOM in Schedule 7 of the Final PSA.

4. In the event of any conflct betwen the ters of this Amendment and the Letter
Agreement. tbis Amendment shall govern and contrl. The terms of

remain in full faro an affec exaep., Ird!ed by ,hj, Amondment l~

the Letter Agreement shrll' lJ

't.~' ......

This Amendment to the above-referenced Letter Agreement is executed in counterparts on or about Novcm her 24, 2009, to be cffcctive as of such date.
DONKEL OIL & GAS, LLC
'.':.'

By:

Danel K. Donke!, Manager

o-p"'~

o~ k. dJ~Danel K. Donkel~ individually


By:

(Ml':01432372vii
105271J.04

.2-

EXHIBIT 2

IN THE UNITED STATES BANUPTCY COURT


FOR THE DISTRICT OF DELAWAR

In re

) Chapter 11

PACIFIC ENERGY RESOURCES LTD., et aI., 1 ) Case No. 09-10785 (KJC) ) (Jointly Administered)
Debtors.
) )
Related to Docket No. 2.

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 TO COOK INLET ENERCY. LLC
THIS MATTER is before the Cour on the motion (the "Reconsideration and Sale
Motion")2 of

Pacific Energy Resources Ltd. ("PERL"), Pacific Energy Alaska Holding, LLC

("PEAR") and Pacific Energy Alaska Operating LLC ("PEAO") and the other above-captioned

debtors and debtors in possession (collectively, the "Debtors") for entry of an order, pursuant to

sections 105(a), 363(b) and 365 oftiTitle 11 ofthe United States Code (the "Bankptcy
Code"), and Rules 2002,6004,6006 and 9024 of the Federal Rules of

Banptcy Procedure (the

"Bankptcy Rules"), Rule 60 of the Federal Rules of Civil Procedure, and Rule 6004-1 of the
Local Rules ofthe United States Bankptcy Court for the Distrct of

Delaware (a) vacating this

1 The Debtors in these cases, along with the last four digits of each of 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 Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2 Capitalized term not otherwise defined herein shall have the meaning given them in the Reconsideration and

Sale Motion.

68773-002IDOCS_LA20n79.JSF-8379 10

Court's Order Granting Alternative Motion of the Debtors for an Order Authorizing
Abandonment of

Certain Interests in Oil and Gas Properties in Alaska (Excluding Trading Bay)

and Rejection of Executory Contracts Relating Thereto entered on September 11, 2009 (the

"Abandonment Order") (Docket No. 876) as it relates to any ofthe Sold Assets (as defined as the

"Alaska Interests" in the Sale Agreement. as defined below); (b) approving the sale ofthe Sold
Assets free and clear of all liens, claims, encumbrances and other interests texcept as provided in
the Agreement)Purchase and Sale Af!reement (the "Sale Agreement") between the Debtors and

the Buver (as defined below) substantiallv in the form filed with the Cour; and (c) approving the
assumption and assignent of the Assumed Executory Contracts.

It appearing that the Reconsideration and Sale Motion has been served upon (i)
Offce of the United States Trustee; (ii) counsel to the Offcial Committee of

Unsecured

Creditors (the "Committee"); (iii) counsel to the Lenders; (iv) parties known by the Debtors to
assert liens, claims, rights, interests or encumbrances of

record in the ,A..laskaSold Assets; (v)

federal, state and local taxing authorities who have a reasonably known interest in the
AlaskaSold Assets; (vii) the United States Attorney for the District of

Delaware; (vii) the Internal

Revenue Service; (viii) the United States Department of Justice; (ix) the counterparties to the

Assumed Executory Contracts; (x) the paries that objected to the Debtors' previous motions for
abandonment and/or sale of

the Debtors' Alaska assets; and (xi) those persons who have

requested notice pursuant to Rule 2002 ofthe Federal Rules of

Bankptcy Procedure; the Cure

Notice, a copy of

which is attached as Exhibit B to the Reconsideration and Sale Motion, has

been served upon all of the counterparties to the Assumed Executory Contracts (or all such
Daries consent to the Sale); the Notice of Sale Hearng, a copy of

which is attached to the


2

68773-002IDOCS _ 1..'.:201'279. JSF'68379 10

Reconsideration and Sale Motion as Exhibit C, has served on all known creditors ofthe Debtors;
and

It further appearing that the legal and factual bases set forth in the

Reconsideration and Sale Motion and at the hearnghearne:s thereon which took place on
November ~3 and 6. 2009 (the "Sale Hearng") establish

just cause for the relief granted herein;

and after due deliberation thereon,


NOW, THEREFORE, THE COURT HEREBY FINS THAT:

A. Jurisdiction. Final Order and Statutory Predicates


1. llSubiect to dismissal ofthe Anneal (as defined below). this Court has

jursdiction over

the Reconsideration and Sale Motion pursuant to 28 U.S.C. 1334. This

proceeding is a core proceeding pursuant to 28 US.c. 157(b)(2)(A), (N) and (0). Venue is
proper in this District and in this Cour pursuant to 28 US.C. 1408 and 1409.

2. llOnce this Order constitutesbecomes effective. it shall constitute a


final and appealable order within the meaning of28 US.c. 158(a). To any extent necessary
under Banptcy Rule 9014 and Rule 54(b) ofthe Federal Rules of

Civil Procedure as made

applicable by Rule 7054 of

the Federal Rules of

Bankptcy Procedure, the Cour finds that there

is no just reason for delay in the implementation of this Order once it becomes effective, and
directs entry of judgment as set forth herein.
3. This proceeding is a "core proceeding" within the meaning of28 US.C.

157(b )(2)(A), (N and (0).

4. The proposed sale constitutes a sale of property of the estates outside the
ordinary course of business within the meaning of section 363(b) of

the Bankptcy Code.

3
68773-002IDOCS_l..29927~.JSF'68379 10

5. The service of

the Reconsideration and Sale Motion, the Notice of

Sale

Hearing and the Cure Notice was proper and sufficient.

B. Vacation of Abandonment Order as It Relates to the Sold Assets


6. The Reconsideration and Sale Motion vias made within a reasonable time

after the enry to the "'\.bandonment Order.Abandonment Order is currentlv the subiect of a

nending anneal to the United States District Court for the District of Delaware rDistrict Cour
Case No. 09-cv-00740-JJF. Docket No. 71 (the "Anneal"). filed bv Daniel Donke!. As a result of
the nending AnneaL. this Cour lacks iurisdiction to vacate the Abandonment Order. Hence.
entrv ofthis Order is conditioned unon dismissal of the Anneal nursuant to the terms of the

Af!reement dated November 5.2009. as amended (the "Donkel Agreement") between the

Debtors. on the one hand. and Donkel Oil & Gas LLC and Daniel K. Donkel. on the other hand.

attached hereto as Exhibit A.

7. The Buyer and Debtors had not agreed to the proposed sale at the time the
Abandonment Order was entered or within the ten day vlIndow for a request for a "new trial"
under Rule 59(b) ofthe Federal Rules of Civil Procedure, as incorporated into bankptcy cases

by Bankptcy Rule 9023. Therefore evidence ofthe proposed sale is "newly discovered
evidence" for purposes of vacating the f..bandonment Order under Rule 60(b )(2).,;
8. The Lessors of

the oil and gas assets that comprise the Sold Assets have

consented to the sale contemplated by the Reconsideration and Sale Motion, and by its express

terms, the Abandonment Order did not determine the identity of the owner of each Abandoned
Asset after the order was entered (other than to state that title would not vest in the Debtors'

4
68773-002IDOCS _I.A:Z09279.3SF'68379 10

lenders). Therefore, the vacationvacatu ofthe Abandonment Order as to the Sold Assets does
not prejudice any pary to '.vhich the Sold l..ssets may ha'/e been abandoned.
9. It is in the best interests of

the Debtors' estates and the creditors to vacate

that portion ofthe Abandonment Order tfas it relates to the Sold Assets in the event and only
in the event that the Anneal is dismissed and the sale of the Sold Assets to the Buyer closes as
contemplated by the Sale Agreement.

10. TfOnce the Anneal is dismissed. this Court has the inherent power to
modify and vacate its own orders, and may also do so under general principalsnrincinles of'
equity as well as section 105(a) of the Banptcy Code, Rule 9024 of

the Federal Rules of


Rule 60~ of

Bankptcy Procedure and subsections (b)(2) and (6) and (d) of

the Federal

Rules of Civil Procedure.


c. Good Faith of Buyer
11. Cook Inlet Energy, LLC (the "Buyer")is the "Buver" for nurnoses of this

Order. but to the extent that Cook Inlet Enel2v. LLC ("CIE") fails to close the Sale anDroved

herebv. Ramshorn Investments. Inc. ("Ramshorn"). as the back-un bidder at the auction held on

November 5. 2009. shall be considered the "Buver" for all nurnoses under this Order and in that
event the "Sale Aireement" for all nuroses under this Order shall be substantiallv in the form of

the Debtors' aireement with Ramshorn which "Sale Aireement" shall include all terms and
Drovisions ofthe Sale Aireement with CIE with resnect to Daniel Donkel and Donkel Oil &
Gas. LLC. nursuant to the Donkel Aireement. For the avoidance of doubt. the Sale Aireement

with CIE includes the Debtors' interests in the Redoubt Unit. whereas the Sale Aireement with
Ramshorn does not.
5
68773-002IDOCS_L ~:~0927~.3SF'68379 10

12. The Buver is purchasing the Sold Assets in good faith and is a good faith

purchaser within the meaning of 11 US.C. 363(m), and is therefore entitled to the protection of
that provision, and otherwise has proceeded in good faith in all respects in connection with this
proceeding in that: (a) the Buyer recognzed that the Debtors were free to deal with any other

pary interested in acquiring the Sold Assets; (b) all payments to be made by the Buyer and other
agreements or arrangements entered into by the Buyer in connection with the sale have been

disclosed; (c) the Buyer has not violated 11 U.S.c. 363(n) by any action or inaction; and (d)

the negotiation and execution of the Sale Agreement and any other agreements or instruents
related thereto was in good faith.

D. Hil!hest and Best Offer


13. -lThe Sale Agreement constitutes the highest and best offer for the Sold
Assets, and would provide a greater recovery for the Debtors' estates than would be provided by
any other available alternative. The Debtors' determination that the terms of

the Sale Agreement

constitute the highest and best offer for the Sold Assets constitutes a valid and sound exercise of
the Debtors' business judgment.
14. ll The Sale Agreement represents a fair and reasonable offer to purchase

the Sold Assets under the circumstances ofthese chapter 11 cases. No other person or entity or
group of entities has offered to purchase the Sold Assets for greater economic value to the
Debtors' estates (or any of

them) than the Buyer.

15. l4Approval of

the Reconsideration and Sale Motion and the Sale


the transactions contemplated thereby are in the best

Agreement and the consummation of

interests of the Debtors, their creditors, their estates and other parties in interest.
6
68773-002\DOCS_I.A:2(J9279.3SF'6R379 10

16. ~ The Debtors have demonstrated compellng circumstances and a good,

sufficient, and sound business purose and justification for the sale prior to, and outside of, a
plan of reorganzation.
17. l4 The consideration provided by the Buyer pursuant to the Sale

Agreement constitutes reasonably equivalent value and fair consideration for the Sold Assets

under the Banptcy Code and under the laws of the United States, any state, terrtory,
possession or the District of Columbia.
18. 17. TheAside from the AnneaL. the Debtors have full corporate power and

authority to execute and deliver the Sale Agreement and all other documents contemplated
thereby, and no fuher consents or approvals are required for the Debtors to consumate the

transactions contemplated by the Sale Agreement, except as otherwise set forth in the Sale
Agreement.
E. The Buyer is Not a Mere Continuation of

the Debtors

19. l& The Buyer is not a mere continuation of the Debtors, there is not
substantial continuity between the Buyer and the Debtors, and there is no continuity of enterprise
between the Debtors and the Buyer.
20. ~No common identity of

incorporators, directors or stockholders exists

between the Buyer and the Debtors.

21. ~ The sale is not being entered into fraudulently. The sale has been
properly noticed.

22. ~ The Buyer is not holding itself out to the public as a continuation of
the Debtors.
7
68773-002IDOCSJ.A:209:'79.JSF'6837910

F. Successor Liabilty

23. ~The Buyer does not constitute a successor to the Debtors or the estates.
24. ~ The sale does not amount to a consolidation, merger or de facto

merger of

the Buyer and the Debtors or any ofthem.

25. ~Except as otherwise set forth in the Sale Agreement, the Buyer is not
expressly or impliedly agreeing to assume any of

the Debtors' liabilities and the Buyer is not a

mere continuation ofthe Debtors and the transactions contemplated by the Sale Agreement are
not being entered into fraudulently or in order to escape liability from the Debtors' debts.
G. Assumption and AssIlmment of Executory Contracts and Unexpired Leases

26. ~Subject to, and at the date and time (the "Closing Date") of, the

closing (the "Closing") ofthe sale (the "Sale") ofthe Sold Assets contemplated by this Order,
the Debtors may assume the Assumed Executory Contracts, as identified in Exhibit 1 attached to the Cure Notice that is attached to the Reconsideration and Sale Motion as Exhibit B (as

suoolemented or modified bv the Sale Agreement), and assign each ofthem to the Buyer

pursuant to section 365 of the Banptcy Code free and clear of all Encumbrances (as defined
below) except as otherwise provided in the Sale Agreement and subject to the Assumed
Liabilities, and notwithstanding any anti-assignent clause as provided in section 365(f) of

the

Bankptcy Code. The assumption and assignent of the Assumed Executory Contracts

pursuant to the terms ofthis Order is integral to the Sale Agreement and is in the best interests of
the Debtors and their estates, creditors and other parties in interest, and represents the reasonable
exercise of sound and prudent business judgment by the Debtors.

8
68773-002IDOCS_1. '.:209279.3SF'68379 10

27. 26. TheExceDt as exoresslv sUDDlemented or modified bv the Sale

AQIeement or this Order. the respective cure amounts set forth on the Cure Notice, and served

upon each counterparty to the Assumed Executory Contracts (each a "Counterpary"), are the
sole amounts necessary under sections 365(b)(I)(A) and (B) and 365(f)(2)(A) of

the Banptcy

Code to cure all defaults and pay all actual pecuniary losses under the Assumed Executory
Contracts (the "Cure Amounts"). The Cure Amounts for each of

the Assumed Executory

Contracts shall be paid as set forth in the Sale Agreement.


28. ~ The Buyer has provided adequate assurance of its future performance

under the relevant Assumed Executory Contracts within the meaning of sections 365(b)(1 )(C),
365(b)(3) (to the extent applicable) and 365(f)(2)(B) of

the Bankptcy Code.

H. Section 363 Sale


29. i&The conditions of Section 363(f) of

the Bankptcy Code have been

satisfied in full; therefore, the Debtors may sell the Sold Assets free and clear of any interest in
such property, except as otherwise provided in the Sale Agreement and subject to the Assumed Liabilities and Permitted Encumbrances (as such term is defined in the Sale Agreement).
30. ~With respect to any and all entities and persons asserting any

options,

pledges, securty interests, claims, equities, reservations, third pary rights, replacement liens,
superpriority claims, voting trusts or similar arrangements, liens, charges or other encumbrances

(other than easements, restrctive covenants, leases, overrding royalty interests and licenses
encumbering property owned by the Debtors) or restrictions on or conditions to transfer or
assignent of any kind (including, without limitation, restrictions or conditions on or to the
transfer, assignent or renewal of licenses, permits registrations and authorizations or approvals

9
68773-002IDOCS_I..'209279.3Sl379 10

of or with respect to governental units and instrentalities), whether direct or indirect,


absolute or contingent, matued or unatued, liquidated or unliquidated on or against the Sold

Assets or the Debtors (collectively, the "Encumbrances"), except as otherwise provided in the
Sale Agreement and subject to the Assumed Liabilities, either (i) such person or entity has

consented to the sale and transfer, license and assignent, as applicable, free and clear of its
Encumbrance, with such Encumbrance to attach to the net proceeds of such sale and transfer,

license and assignent, as applicable, respectively, (ii) applicable nonbanptcy law permits
sale of the assets free and clear of such Encumbrance, (iii) such Encumbrance is in bona fide
dispute, (iv) such person or entity could be compelled, in a legal or equitable proceeding, to

accept a money satisfaction of such Encumbrance, or (v) the Buyer is obligated to obtain
governental or regulatory approval after the Sale.
31. ~ The Buyer would not have entered into the Sale Agreement and would

not consumate the transactions contemplated thereby if

the sale of

the Sold Assets tothe Buyer

or (to the extent permitted by the Sale Agreement) its respective assignees, the assumption and
assignent of

the Assumed Executory Contracts to the Buyer or (to the extent permitted by the

Sale Agreement) its respective assignees, and the assumption of the Assumed Liabilities by the Buyer or (to the extent permitted by the Sale Agreement) its respective assignees were not, except as otherwise provided in the Sale Agreement and subject to the Assumed Liabilities, free

and clear of all Encumbrances of any kind or nature whatsoever, or if the Buyer would, or in the future could (except as provided in the Sale Agreement or any amendments thereto, and subject to the Assumed Liabilities), be liable for any of such Encumbrances or other future liabilities
arising out of past conduct ofthe Debtors or the Debtors' past ownership of

the Sold Assets.

10
68773-002\DOCS_I.A:21l9279.3SF'68379 10

32. M-The Buyer is not purchasing all ofthe Debtors' assets. The Buyer is
only purchasing the Sold Assets and is not purchasing any assets other than the Sold Assets, to
the extent set forth in the Sale Agreement. The Sold Assets do not include the Excluded Items,

as defined in the Sale Agreement. The Excluded Items shall remain subject to existing
Encumbrances, if any.
33. ~ The Buyer is assuming the Assumed Liabilities, as set forth in the Sale

Agreement, and is not assuming any obligations other than the Assumed Liabilities.
34. ~The Debtors are not assuming and assigning all of

their contracts and

leases to the Buyer. The Debtors are only assuming and assigning to the Buyer the Assumed
Executory Contracts in accordance with the terms of the Sale Agreement and are not assuming
and assigning any executory contracts or leases other than the Assumed Executory Contracts.
35. ~Given all of the circumstances of

the Debtors' chapter 11 cases and the

adequacy and fair value of the purchase price under the Sale Agreement, the proposed sale of the
Sold Assets to the Buyer constitutes a reasonable and sound exercise of

the Debtors' business

judgment and should be approved.

I. Lenders
36. ~Sale proceeds from the Sale, net of

reasonable out-of-pocket costs of

the Sale as set forth in ordered oaragraohs 7 and 8 below (the "Net Sale Proceeds), shall be
distributed on the ClosinQ: Date to the agents for the Lenders in accordance with paragraph 21 of

the Final Order Pursuant to 11 u.s.e. 105,361,362,363,364,365 and 507: (1) Approving
Senior Secured Super priority Post

petition Financing; (2) Authorizing Use of Cash Collateral;


priority Administrative Expense Status; (4) Granting
11

(3) Granting Liens and Providing Super

68773-002IDOCS_I.A:209279.3SF'6837910

Adequate Protection; and (5) Modifing Automatic Stay, entered June 4,2009 (Docket No. 415)
(the "Final DIP Financing Order") entered in these Cases and section 2.10(a) ofthe debtor-inpossession financing credit agreement, as amended (the "DIP Credit Agreement").
J. Miscellaneous
37. ~All findings of fact and conclusions oflaw anounced by the Cour at

the Sale Hearing are hereby incorporated herein.

NOW, THEREFORE, IT is HEREBY ORDERED, ADJUGED AN


DECREED THAT:
1. Notwithstandin!! anvthin!! to the contrarv herein. the effectiveness of this

Order is conditioned unon dismissal of

the Anneal bv the Distrct Court. Unless and until the


the AnneaL. the

Anneal is dismissed. this Order shall have no force or effect. Unon dismissal of

Debtors shall oromntlv file a notice with this Court notifvin!! naries in interest in these

bankntcv cases that the Anneal has been dismissed and this Order has become effective.
1. All objections to the Reconsideration and Sale Motion or the relief

requested therein that have not been withdrawn, waived, or settled as announced to the Court at

the hearing on the Reconsideration and Sale Motion or by stipulation fied with the Court, and all
reservations of rights included therein, are, except as provided in other orders of the Court,

hereby overrled on the merits or the interests of such objections have been otherwise satisfied
or adequately provided for.
2. The Reconsideration and Sale Motion is granted. as modified herebv.

3. The Abandonment Order is vacated as it relates to any ofthe Sold Assets


effective as of the closing of the sale of

the Sold l..ssets to the Buyer as contemplated by the


12

68773-002\DOCS_I.' :Z9~79.JSF'68379 10

Agrecmcnentrv of an order dismissinl! the AnneaL. The Abandonment Order shall remain in
effect and the instant Order shall be null and void in the event that the Anneal is not dismissed

and the Closinl! ofthe Sale Al!eement does not become effective. For the avoidance of doubt.
in the event that the Closinl! does become effective. the Debtors' estates shall not be resnonsible

for anv costs. exnenses or liabilities associated with the Sold Assets that were the subiect ofthe
Abandonment Order for the neriod from the date of entrv ofthe Abandonment Order throul!h the
effective date of

the Closinl!.

4. The Sale Agreement and all other documents attached as exhibits to the
Sale Agreement (substantially in the form thereof) are hereby approved in all respects, and shall be deemed in full force and effect, binding and benefiting the Debtors and the Buyer.
5. The Debtors are authorized and empowered to execute and deliver to the

Buyer the Sale Agreement and the other agreements contemplated thereby, and to implement and
consummate all of the transactions and perform all obligations contemplated by the Sale

Agreement, including, without limitation, to sell the Sold Assets to the Buyer and to assume and
assign to the Buyer the Assumed Executory Contracts, all on the terms of

the Sale Agreement,

for the purchase price set forth therein (subject to any adjustments set forth therein), and

determined in accordance with the Sale Agreement. The Debtors are authorized and empowered
to deliver deeds, bils of sale, assignents and other such instruments and/or documentation that

may be necessary or requested by the Buyer in accordance with the terms of the Sale Agreement
to evidence the transfers required or otherwise contemplated by the Sale Agreement.
6. As contemplated by the Court's Consent Order Authorizing the

Employment and Retention of Lazard Frres & Co. LLC as Investment Banker and Financial
13
68773-002IDOCSJ.A:2Qn79..iSF'68379 10

Advisor to the Debtors Nunc Pro Tunc to the Petition Date Pursuant to 11 US.c. 327(a) and
328(a), Fed. R. Bankr. P. 2014 and 2016, and Del. Bankr. L.R. 2014-1, entered May 1, 2009

(Docket No. 264) (the "Lazard Order"), upon the Closing and subject to final allowance of

compensation and reimbursement of expenses by a separate order ofthe Cour, the Debtors are
authorized to use the proceeds of the sale to pay the allowed fees and expenses of Lazard Frres

& Co. LLC ("Lazard") of $250,000, which shall be the amount due Lazard, which has waived
the provision of

the agreement approved by the Lazard Order providing for a minimum $500,000

fee.
7. As contemplated by the Court's Order Authorizing Retention of

Milstream Energy, LLC, as Consultant, Nunc Pro Tunc to the Petition Date, entered May 15,
2009 (Docket No. 314) (the "Milstream Order"), upon the Closing and subject to final
allowance of compensation and reimbursement of expenses by a separate order of the Court, the

Debtors are authorized to use the proceeds of the sale to pay the allowed fees and expenses of

Milstream Energy, LLC, up to $50,000, which is the amount provided for in the agreement

approved by the Milstream Order.


8. Upon the Closing, the Buyer shall take title to and possession of the Sold

Assets in accordance with and subject to the Sale Agreement and Assumed Liabilities. Pursuant
to Section 363(f) of

the Bankptcy Code and the Sale Agreement, including any amendments
the Assumed Liabilities or as otherwise contemplated by the Sale

thereto, with the exception of

Agreement, the transfer of title to the Sold Assets and the Assumed Executory Contracts shall be
free and clear of any interest and free of all Encumbrances, including, any options, pledges,

securty interests, claims, equities, reservations, third pary rights, voting trusts or similar
14
68773-002IDOCS_Ll :209279..iSF'68379 10

arangements, liens, charges or other encumbrances (other than easements, restrictive covenants,

leases, overrding royalty interests and licenses encumbering property owned by the Debtors) or
restrctions on or conditions to transfer or assignent of any kind (including, without limitation,
restrctions or conditions on or to the transfer, assignent or renewal of licenses, permits
registrations and authorizations or approvals of or with respect to governental units and
instrentalities, except as contemplated under the Sale Agreement), whether direct or indirect,

absolute or contingent, matured or unatued, liquidated or unliquidated on or against the

Relevant Alaska Assets or the Debtors. Except for the Assumed Liabilities or as otherwise
contemplated by the Sale Agreement, all Encumbrances shall attach solely to the net proceeds of
the sale with the same extent, validity and priority as they attached to the Sold Assets
immediately prior to the Closing.

9. Upon Closing and without further order ofthis Court or any other or
further notice, in partial satisfaction of the allowed secured claims of

the Lenders, the Debtors

shall distribute the Net Sale Proceeds to the agents for the Lenders in accordance with paragraph
21 of the Final DIP Financing Order and section 2.1O(a) of

the DIP Credit Agreement.

10. This Order shall be binding in all respects upon the Debtors, their estates,

all creditors of, and holders of equity interests in, any Debtor (whether known or unkown), any
holders of

Encumbrances on the Sold Assets, all owners of easements, restrictive covenants,

leases, overrding royalty interests and licenses encumbering property owned by the Debtors, all
non-Debtor parties to the Assumed Executory Contracts, all successors and assigns of

the Buyer,

each Debtor and its respective affliates and subsidiaries, the Sold Assets and any trstees, if any,
subsequently appointed in the Debtors' chapter 11 cases or upon a conversion to chapter 7 under
15
68773-002IDOCS _U.:209279.JSF'68379 i 0

the Banptcy Code of any ofthe Debtors' cases. This Order and the Sale Agreement shall
inure to the benefit of

the Debtors, their estates, their creditors, the Buyer and their respective

successors and assigns.


11. Except for the Assumed Liabilities and Permitted Encumbrances or as

otherwise provided for in this Order or the Sale Agreement, the Buyer shall not have any liability
or responsibility for any liability or other obligation of the Debtors arising under or related to the

Sold Assets. Without limiting the generality ofthe foregoing, and except as otherwise
specifically provided herein or in the Sale Agreement, the Buyer shall not be liable for any
claims against the Debtors or any of

their predecessors or affiliates, whether known or unkown

as of the applicable Closing, now existing or hereafter arising, whether fixed or contingent, with

respect to the Debtors or any obligations ofthe Debtors arising prior to the Closing, whether
relating to or arising out of the Business, the Excluded Items or the Sold Assets or otherwise,
other than the Assumed Liabilities.
12. Subject to, and at the time of, the Closing, the Debtors are authorized to

assume and assign each Assumed Executory Contract to the Buyer free and clear of all

Encumbrances, except as otherwise provided in the Sale Agreement and subject to the Assumed
Liabilities. The payment of Cure Amounts (if any) shall (a) effect a cure of

all defaults existing

thereunder as of

the Closing Date, (b) compensate for any actual pecuniary loss to such non-

Debtor party resulting from such default, and (c) together with the assumption of the Assumed

Executory Contracts by the Buyer, constitute adequate assurance of futue performance thereof.
The Buyer shall then have assumed the Assumed Executory Contracts and, pursuant to.section

365(f) and 365(k) ofthe Bankptcy Code, the assignent by the Debtors of such Assumed
16
68773-0021DOCS _l. ',:gn79.3SF'68379 10

Executory Contracts shallnot be a default thereunder. After the payment of

the relevant Cure

Amounts, neither the Debtors nor the Buyer shall have any further liabilities to the non-Debtor

parties to the Assumed Executory Contracts other than the Buyer's obligations under the
Assumed Executory Contracts that become due and payable on or after the Closing Date, except
as otherwise provided in the Sale Agreement and subject to the Assumed Liabilities.
13. Any provisions in any Assumed Executory Contract that prohibit or
condition the assignent of such Assumed Executory Contract or allow the pary to such

Assumed Executory Contract to terminate, recapture, impose any penalty, condition on renewal
or extension or modify any term or condition upon the assignent of such Assumed Executory
Contract, constitute unenforceable anti-assignent provisions that are void and of

no force and

effect. All other requirements and conditions under sections 363 and 365 of

the Banptcy

Code for the assumption by the Debtors and assignent to the Buyer of the Assumed Executory
Contracts have been satisfied. Upon the Closing, in accordance with sections 363 and 365 of

the

Bankptcy Code, the Buyer shall be fully and irrevocably vested with all rights, title and interest
of

the relevant Debtor under the applicable Assumed Executory Contracts.


14. Upon the Closing and the payment ofthe relevant Cure Amounts by the

Buyer, the Buyer shall be deemed to be substituted for each relevant Debtor as a pary to the
applicable Assumed Executory Contracts and the Debtors shall be relieved from all

liability on

such Assumed Executory Contracts as set forth in the Agrooment.Sale Aireement. Should anv
issue arise affectin2: the assumDtion and assiiment of Assumed Executorv Contract which was
not raised at the time for filin2: obiections to the nroDosed sale. Buver reserves the ri2:ht throu2:h

17
68773-002IDOCS_Lf :29927~.3SF'68379 10

Closing to remove the affected Assumed Executorv Contract from the list of leases or contracts

being assumed and assiimed oursuant to the Sale Agreement and this Order
15. The Buyer has provided adequate assurance of

its futue performance

under the relevant Assumed Executory Contracts within the meaning of sections 365(b)(1 )(C),
365(b)(3) (to the extent applicable) and 365(f)(2)(B) of

the Bankptcy Code.

16. There shall be no rent accelerations, assignent fees, increases or any


other fees charged to Buyer as a result of the assumption and assignent of

the Assumed

Executory Contracts.

17. At or orior to the Closing. the Buver shall establish. or cause to be


established. a segregated interest bearng reserve from which cure costs relating to unesolved
cure claims arising on or orior to the Closing shall be oaid (the "Cure Reserve"). The Cure
Reserve shall be fuded in an amount eaual to the maximum liauidated amount of cure costs

asserted bv the counteroartv to anv contract or lease for which there is an umesolved cure claim

("Umesolved Cure Claim"). Funds shall be released to the cure oartv or the Buver from the Cure
Reserve as cure disoutes are resolved. Notwithstanding anything to the contrarv in the Sale
Agreement. Buver's obligation under the Sale Agreement to oav Cure Amounts at Closing shall

be satisfied bv fuding the Cure Reserve for each Umesolved Cure Claim in the manner set forth
in this oaragraoh.
18. The Umesolved Cure Claims shall be resolved in the following manner:

(a) the Assumed Contracts relating to the Umesolved Cure Claims shall be assumed and assmed
in accordance with the terms ofthe Sale Agreement and this Order. (b) within 30 davs after the

date ofthis Order. the Buver and the non-Debtor oartv to an Assumed Agreement shall negotiate
18
68773-002\DOCS J. ',:~on79. JSE

in wod faith a resolution of the Unresolved Cure Claims. and (c) to the extent the naries are

unable to resolved the annlicable Unresolved Cure Claim. anv such narv mav reQuest the Cour
to set the Unresolved Cure Claim for hearing before the Cour on no less than eighteen davs
notice.

19. l4Pursuant to sections lO5(a), 363 and 365 ofthe Banptcy Code, all
paries to the Assumed Executory Contracts are forever barred and enjoined from raising or

asserting against Buyer any assignent fee, default, breach or claim or pecuniar loss, or
condition to assignent, arsing under or related to the Assumed Executory Contracts existing as

ofthe Closing or arising by reason ofthe Closing, except for any amounts that are Assumed
Liabilities being assumed by the Buyer under the Sale Agreement.
20. .l The Buyer is a good faith purchaser within the meaning of section

363(m) ofthe Banptcy Code and, as such, is entitled to the full protections of section 363(m)

of the Bankptcy Code.

21. l&Pursuant to Rules 7062,9014, 6004(g) and 6006(d) ofthe Federal.


Rules of Bankptcy Procedure, this Order shall be effective immediately upon entr and the

Debtors are authorized to close the sale immediately upon entry of

the Sale Orderdismissal of

the

Anneal and Closing of the Sale Agreement shall be immediatelv effective unon dismissal of the
AnneaL.
22. -l This Order is and shall be binding upon and govern the acts of all

entities, including, without limitation, all filing agents, filing officers, title agents, title

companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative


agencies, governental deparents, secretaries of state, federal and local offcials, and all other
19
68773-002IDOCS_L.\:Zgn7~.3SF'68379 10

persons and entities who may be required by operation oflaw, the duties of

their office, or

contract, to accept, file, register or otherwise record or release any documents or instrments, or
who may be required to report or insure any title or state oftitle in or to any lease; and each of
the foregoing persons and entities is hereby directed to accept for fiing any and all of

the

documents and instrents necessary and appropriate to consumate the transactions


contemplated by the Sale Agreement.
23. ~ This Order constitutes authorization under all applicable jurisdictions

versions of the Uniform Commercial Code for the Buyer to file UCC termination statements with

respect to all securty interests in or liens on the Sold Assets.


24. ih The failure specifically to include any particular provision of

the Sale

Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being

the intent ofthe Cour that the Sale Agreement is authorized and approved in its entirety.
25. ~This Court shall retain

jurisdiction to, among other things, interpret,


this Order and the Sale Agreement, all

implement, and enforce the terms and provisions of

modifications thereto and any waivers and consents thereunder and each of the agreements
executed in connection therewith to which the Debtors (or any ofthem) are a pary or which has

been assigned by the Debtors to the Buyer; and to adjudicate, if necessary, any and all disputes
concerning or relating in any way to the Sale.
26. Notwithstanding anything to the contrarv herein. the Sale Agreement shall
be consistent with the terms of the Donkel Agreement and the terms of

the Donkel Agreement

are herebv aDOloved. The Court shall retain iurisdiction to hear anv and all disDutes related to

20
68773-002IDOCS_ LA:2Q9279.3SF'68379 10

Derformance. intemretation. execution. aDDlicabilitv. enforcement or breach( es) of the Donkel

Agreement.

27. ~ To the extent that any provisions ofthis Order shall be inconsistent

with the provisions in the Sale Agreement or any related instruent or document, any prior
order, or any pleading with respect to the motions in this case, the terms of this Order shall
control.
28. Notwithstandine: anvthine: to the contrarv herein. anv and all rie:hts ofthe
Committee to challene:e. contest or obiect to the disbursement of

the Net Sale Proceeds to the

Lenders. as contemDlated bv Recital I and ordered DaragraDh 10 above. are eXDresslvoreserved.


includine: anv rie:ht of the Debtors' estates to seek dise:ore:ement of such Net Sale Proceeds.
29. Notwithstandine: anvthine: to the contrarv herein. the Assumed Executorv

Contracts do not include that certain Dostoetition Amended and Restated Tradinf! Bav Facilities

Af!reement. effective SeDtember 1. 2009 (the "Facilities Agreement") between PEAO and Union

Oil ComDanv of California ("Union"). The Facilities Agreement mav be assimed bv PEAO to
the Buver at Closine: in accordance with the terms thereof. Nothine: in this Order is intended to
alter or modifv the terms or Drovisions of

the Facilities Agreement. which shall remain in full the Facilities Agreement from and

force and effect. and the Buver shall comDlv with the terms of

after Closine:. Nothine: in this Order shall effect or create a novation of anv rie:hts or oblie:ations

that mav exist between Union and PEAO under the Facilities Agreement.
30. Notwithstandine: anvthine: to the contrary herein. nothine: in the Sale

Agreement or this Order shall affect the riclts of the State of Alaska and its various ae:ncies to
(a) evaluate. aualifv and aDorove the Buver under aDDlicable Alaska rules. reimlations or other
21
68773-002IDOCS _1. '.: '09279. 3SE

state law to own. OCCUDV. or ODerate the Sold Assets. including anv reauirement for the Buver to

DOSt bonds or cash deDosits for the benefit of the State of Alaska to secure its decommissioning
obligations: or (b) evaluate and aDDrove the sale. transfer or assigrent of anv interests in anv of

the Sold Assets. Dursuant to aDDlicable law (with the understanding that in connection with the

convevance of overrding rovaltv interests to Donkel Oil & Gas. LLC. Dursuant to Section 7.2(1
of the Sale Agreement. so long as such convevances do not constitute an initial seDaration from

the working interest the State of Alaska shall take no action in accordance with 11 AAC
82.605(b) onlv with reSDect to such convevances) The State of Alaska's cure obiection (D.1.
1054) is withdrawn Dursuant to the terms stated on the record at the auction aDDlicable to Buver's
acauisition of

the Redoubt assets. For the avoidance of doubt. nothing in the Sale Agreement

shall Duroort to limit or otherwise affect the authoritv and Dowers ofthe State of Alaska or anv of

its agencies resDecting the Sold Assets.


31. Notwithstanding anything to the contrarv herein or in the Cure Notice.
UDon the Closing. the Buver shall Dav the sum of $510.566.69 to the United States DeDarment of
Interior. Minerals Management Service ("MMS"). as agent for the Bureau of

Land Management

("BLM") as administrator of

Oil & Gas Lease BLM-A-035017/West Foreland. in full

satisfaction of anv unDaid rovaltv cure claims that mav be owed to MMS or BLM with reference

to Lease BLM-A-035017/West Foreland. which lease. to the extent that it is executory. is to be


assumed and assiiied to the Buver under section 365 of

the BankDtcv Code Dursuant this


the unDaid rovaltv cure owing to

Order. The Buver reserves all rights to contest the amount of

BLM and COO with reSDect to the foregoing. subiect to the administrative review and aDDellate

orocess available through the MMS under aDDlicable reimlations and non-bankDtcv law. The
22
68773-002\DOCS_I.A:209279.3SF'68379 10

Buver airees and acknowledQ:es that the BankDtcv Court shall have no iurisdiction to
determine the amounts that mav be owed as between the Buver and MMS with reSDect to Lease

BLM-A-035017/West Foreland from and after the ClosinQ:. For the avoidance of doubt. the
foreQ:oinQ: Drovisions Q:overninQ: the cure amount Dayable to MMS are seDarate and aDart from the

cure amounts reflected on the Cure Notice as owed and Davable to Cook Inlet ReQ:ion. Inc. ..
("CIRI"). the subsurface lessor of Lease BLM -A -035017 /W est Foreland. and shall not oreclude

claims for additional rovalties owed to CIRI. whether directlv or bv and throuQ:h the United
States as Administrator of such lease. However. nothinQ: in this DarairaDh shall Drevent the

Buver from seekinQ: a refund from the MMS of the amounts Daid to COO in accordance with the
administrative review and aDDellate orocess outlined above.

32. NotwithstandinQ: anvthinQ: to the contrarv herein or in the Cure Notice.

UDon the ClosinQ:. the Buver shall Dost a suretv bond or irrevocable letter of credit in the
aQ:ireQ:ate amount of

$500.000 in favor ofBLM/CIRI to secure the obliQ:ations (includinQ:

DluQ:Q:inQ: and abandonment and remediation costs) under Lease BLM-A-035017/West Foreland.

which suretv shall be irresDective of anv additional aDDlicable abandonment reauirements under
Federal and State law. Bv no later than one vear followinQ: the ClosinQ:. the Buver shall increase

such bond or bonds so that the Buver wil have $1.000.000 securinQ: its obliQ:ations to BLM/COO

under Lease BLM-A-035017/West Foreland. Bv no later than two vears followinQ: the ClosinQ:.
the Buver shall increase such bond or bonds so that the Buver wil have $1.500.000 securinQ: its

obliQ:ations to BLM/CIRI under Lease BLM-A-035017/West Foreland. Failure to Drovide oroof

ofbondinQ: or a Letter of Credit as reauired bv this Order wil constitute a default under Lease

23
68773-002IDOCS-i 'Q9279.3SF'68379 10

BLM-A-035017/West Foreland and wil serve as a basis to terminate Lease BLM-A-

035017/West Foreland without fuher notice.


33. The Buver wil cure all defaults due to CIRI under Lease BLM-A-

035017/West Foreland through the Closing Date of

the Sale. Through Julv 23.2009. PEAO

listed the necessarvoreDetition cure as $47.589. PEAO asserts that this amount is subiect to adiustment and final reconciliation. PEAO further acknowledges that additional amounts mav be
owed to COO as of the Closing of

the Sale. Accordinglv. the Buver shall cure the oreDetition

amount owed to COO within 10 davs of the Closing Date. and shall cure anv additional amounts
owed as ofthe Closing within 30 davs of

reconciliation and establishment ofa final amount due

(the reconciliation is to be comDleted bv December 31. 2009), The Buver mav treat the cure

Davable to CIRI as an Unresolved Cure Claim in accordance with DaragraDhs 18 and 19 of this

Order. Dending a final reconciliation ofthe amounts due.


34. For new gas wells drilled under the Lease BLM-A-035017/West Foreland.

the Buver shall orovide a suretv bond or irrevocable letter of credit in the amount of $1.000.000
Der well for contractual Dlug and abandonment obligations (which suretv shall be irresDective of
anv additional aDDlicable abandonment reQuirements under Federal and State law) funded at

$150.000 each Quarter. with the first installment being due 60 davs after a new well be~ins

oroduction. The final amount of the bond or letter of credit reQuired for new gas wells is to be
adiusted to 1.5 times the average actual cost OfDlugging and abandoning the two existing wells
described in DaragraDh 32 once such Dlug and abandonment has been comDleted. A failure to

orovide Droof of a bond or letter of credit in the reQuisite amount bv each deadline wil constitute

24
68773-002\DOCS_Li.2QS'279.3SF'68379 10

a default under Lease BLM-A-035017/West Foreland and shall serve a basis to terminate Lease
BLM-A-035017/West Foreland without fuher notice.
35. The Buver shall Drocure adeauate insurance to cover all activities and

oroDertv on or associated with the Lease BLM-A-035017/West Foreland. including but not
limited to coverage for environmental

liabilities. and add COO and BLM as an additional insured

on all such Dolicies. The Dolicv amounts shall be set at levels reauired bv statute or within
industr standards (whichever is ireater)

36. The terms of

Lease BLM-A-035017/West Foreland. including the

Drovisions set forth in this Order. shall be binding on the Buver and anv of its successors and
assHffs.37. COO and SalamatofNative Association.

Inc. (Salamatof') serve as

counter Darties on certain real oroDertv easement aireements and leases to be included as Sold
Assets in the Sale. as more fullv described in subDarairaDhs (a)-(d) of

this DarairaDh (the

"CIRSalamatof Aireements"). The Buver will cure all defaults under the CIRIISalamtof

Aireements through the Closing Date ofthe Sale. Through Julv 23.2009. PEAO calculates the
amounts that must be cured bv the Buver under the CIRSalamatof Aireements as follows:
(a) West Foreland General Aireement and related aireements and DiDeline

easements. as amended from time to time (COO)--ure amount through Julv 23. 2009 as calculated bv PEAO is $6.187:
(b) Kustatan Trading Bav Subsurface Easement Aireement along with related

Kustatan Subsurface Easement dated December 5.2002 (COO)-- cure amount through Julv 23. 2009 as calculated bv PEAO is $23.992:
(c) West Foreland General Aireement and related aireements and DiDeline

easements. as amended from time to time (Salamato)-- cure amount through Julv 23. 2009 as calculated bv PEAO is $5.531: and
(d) Surface Use and Easement Aireement dated as of AUllst 27. 1999

between Salamatof and Forest Oil Corooration. as such mav have been amended
25
68773-002IDOCS_l.A:209279.3SF'68379 io

and assigned from time to time. including without limitation as amended bv Amendment #1 thereto effective as of Auirst 1. 2002 (Salamatof) -- cure amount
through Auirst 31. 2009 is $50.000.

PEAO notes that the amounts described above are subiect to uDward adiustment to cover the
Deriod through the Closing Date of

the Sale. The Buver shall cure the amounts listed above

within 10 davs of

the Closing Date. and shall cure the additional amounts within 30 davs of

reconciliation and establishment of a final amount due (reconciliation shall be comDleted bv


December 31. 2009),

38. The Buver shall Drovide a suretv bond or irrevocable letter of credit in
favor of COO and Salamatofin the amount of

$750.000 for the contractual and statutorv

remediation/removal obligations fuded in three installments of$250.000 each bv Mav 1. 2010.


Mav 1. 2011. and Mav 1. 2012. A failure to nrovide nroof of a bond or letter of credit in the

reQuisite amount bv each deadline wil constitute a default under the CIRSalamatof Agreements

and a basis for CIRI and/or Salamatofto terminate the CIRSalamatof Agreements without

fuher notice.
39. The Buver shall nrocure adeQuate insurance for its activities and nroDertv

located on the real DroDertv covered bv the CIRSalamatof Agreements. including for
environmental

liabilities. and add COO and Salamatof as an additional insured on all such

Dolicies. The Dolicv amounts will be set at levels reQuired bv the CIRSalamatof Agreements

and industrv standards. and the Dolicv(ies) shall be bound and effective at the time the Buver

takes control ofthe Lease.


40. The Buver. COO and Salamatof shalL. UDon the reQuest of anv Dartv.
document the conditions set forth herein in ParagraDhs 38-40. above in the form of an
26
68773-002IDOCS_I...\:209279.3SF'68379 10

amendment( s) to the CIRSalamatof Agreements. The varous contracts with COO and
Salamatof described in DaragraDh 38. as modified bv this Order. shall be enforceable a2:ainst

successors and assi2:s.


41. The Environmental Protection A2:ncv Re2:on 10. 1200 611 Avenue.

Seattle. W A 98101 ("EP A"t is the beneficiarv of both an Irrevocable Standbv Letter of Credit in
the amount of $490.000.00 issued bv the First National Bank of Alaska on behalf of

PERL (the

"EP A Letter of Credit") and a Standbv Trust Agreement bv and between PERL. as the grantor.
and the First National Bank of Alaska. as the trustee ("Standbv Trust Agreement"). The EP A

Letter of Credit and Standbv Trust Agreement were issued to satisfv Dermit and reimlatorv
Drovisions reauirin2: PERL to imarantee the costs ofDlu2:2:in2: and abandonin2: the two iniection

wells referenced in the Letter of Credit. RUD #1 and WMU #4D. The EP A Letter of Credit is
cash collateralized with account #22504955 at First National Bank of Alaska (the "First National

Account"). Such interest as PERL mav have in the EP A Letter of Credit and Standbv Trust
Agreement shall be transferred to Buver Dursuant to the Sale Agreement. and Buver shall have
its name substituted onto the EP A Letter of Credit and Standbv Trust Agreement. or. subiect to
EP A aDorovaL. have a new letter of credit and Standbv Trust Agreement issued bv First National
Bank coverin2: the same iniection wells. Thus. Buver shall steD into the shoes of

PERL as

re2:ards the EP A Letter of Credit and the Standbv Trust Agreement and shall therebv satisfv the
aforementioned Dermit and reimlatorv financial assurance reauircmcnts for Dlu2:2:in2: and

abandonment ofthe above-identified wells. Buver shall have no ri2:ht to access the cash
collateral in the First National Account exceDt to the extent that EP A releases all or some Dart of
its interest in the EP A Letter of Credit.
27
68773-002\DOCS_1. \:Z9927~.3SF'68379 i 0

42. Buver shall maintain the EP A Letter of Credit and Standbv Trust

Aireement for EP A's benefit in the full amount of $490.000 until EP A aonroves a new letter of
credit and Standbv Trust Aireement that nrovides financial assurance for the olu!.!n2: and
abandonment of the referenced iniection wells. From and after the Closin2:. Buver shall como Iv

with all aoolicable laws aoolicable to Buver's ownershio or ooeration of

the Sold Assets.

inc1udin2: aoolicable environmental

laws.

43. Notwithstandin2: anvthin2: to the contrarv herein. nothin2: in the Sale

Aireement or this Order shall affect anv oartv's ri2:ht to adiudicate in a subseauent nroceedin2:
anv issue oertainin2: to the validitv and/or effect of

the Medema throuimout interest. inc1udin2:


the

but not limited to the issue of

whether that interest is considered a lien under section 363m of

Bankotcv Code. and whether the Buver must take the Assets subiect to the Medema
throU2:hout interest.
44. For the avoidance of doubt. the Debtors shall have no further obli2:ations

or liabilities with resoect to the Sold Assets from and after the Closin2:. However. the
effectiveness of

this Order-shall not affect anv actions as mav be necessarv oursuant to section

10.3 of

the Sale Aireement.

Dated:

,2009
Honorable Kevin J. Carey

United States Banptcy Judge

28
68773-002IDOCS_I.A:209279.3SF'6R379 10

EXHIBIT 3

EXECUTION COpy

PURCHASE AND SALE AGREEMENT


BY AND BETWEEN

COOK INLET ENERGY, LLC


AND

PACIFIC ENERGY ALASKA OPERATING LLC


AND

PACIFIC ENERGY ALASKA HOLDINGS, LLC


Dated as of

November 24, 2009

674/023353-0033
1045194.19 al 1/24/09

TABLE OF CONTENTS
Pa2e
ARTICLE 1
1.1

DEFINITIONS..................... ............................................. ................................... 2


AA C...................................................................................................................... 2 Abandoned Assets............................................... ......................................... ........ 2

1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9

Abandonment Obligations................................................... ................................. 2 Abandonment Order............................................................................. ................ 2 Affected Employees ............................................................. ................................ 2 Affiliates................. .............................. ................................................................ 2 Agreement ........................ ........ ............................................................ ................ 2 Alaska Interest or Alaska Interests ....................................................................... 2
Alaska Interests Closing .... .......... ...... ...................................................................4

1.10
1.11

1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20


1.21 1.22 1.23

Alaska Interests Closing Date............................................ ................................... 4 Alaska Interests Deposit .............. ............. ......................................... ................ ...4 Alaska Interests Purchase Price..................................................................... ...... 4 Applicable Laws ................................................................................................... 4 Assignment and Bill of Sale............................... ................... ....... ....... ................. 4
Associated Parties.................................................. ............................................... 4

Assumed Liabilities............................... ~.............................................................. 5

Banptcy Case................................................................................................... 5 Banptcy Claim................................................................................................. 5 Bankptcy Code.................................................................................................. 5 Banptcy Costs........................................................................... ....................... 6


Banptcy Cour ...... ........ ........ ......... ....... .......................................... ... ....... ....... 6 B usiness Day ........................................................................................................ 6 Buyer.................................................................................................................... 6 CERCLA ........................................................... ................................................... 6 CIPL................................................................................................................ ...... 6 Claim or Claims.................................................................................................... 6 Confidentiality Agreement....................... ............................................................ 6
Consents.................................................. .............................. ..... ........................... 6 Contracts.................................. .............................. ...... ...... ..... ..... ......................... 6

1.24 1.25 1.26 1.27 1.28 1.29 1.30


1.31

1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40


1.41

Credit Agreements............................. ................................... ................................ 6 Cure Amounts.......................................................................... ........ ..................... 6 Deposit Agreement............................................................................................... 6
DNR............... ........................... ............... ....... ...................................................... 6 Easements......................................................................... .................................... 7

Effective Time............................................................................ .................. ........ 7 Environmental Laws............................. ...... .......................................................... 7 Environmental Liabilities.................... ......................... ........................ ................ 7
Escopeta...... ..................................................... ............. .......... ....... ........ ............... 7

1.42 1.43
674/023353-0033 1045194.19

Excluded Items..................................................................................................... 7 Excluded Liabilities................................ .............................................................. 8 Execution Date....................................................................... .............................. 9 Fee Interests.......................................................................................................... 9 Final Alaska Interests Purchase Price.................................................................. 9
-1-

Paee
1.44 Final Settlement Statement ......... .......... ................... ............................ ................. 9
1.4 5 Forest Indemnities.... ............................................................................................ 9

1.46 GAAP ..... .............. ............. ................................... ..... ........... .......................... ......9 i .47 Gas ........................................................................................................................ 9 i .48 Governental Bonds.......................................... ............. ......................... ............ 9
1.49 Governental Entity........ ....... ............................................. ...... ... .... .................... 9

1.50 Hiring Period.. ...................................................................................................... 9


1.51 Imbalances................................................................. ...................... ................... 10

1.52 J. Aron ............... ........ ........ .............................................. ..................... .............. 10


1.53 Lands....... ......... ............. ................................... ,..... ............................................ 10

1.54 Leases..................................................................................................... ............ 10 1.55 Liability or Liabilities.................... ..................................................................... 10 1.56 NORM ...... ......... ................................................................................. ......... ....... 10 1.57 Oil.......... ........ ............................. ................................................................. ....... 10 1.58 Organizational Documents .......... .................. ...... ........... ........................ .... ........ 10 1.59 0 RRI Hydrocarbons...,..................... .................................................................. 10
1.60 Pary or Parties.................................................................................................... 10

1.61 PEAH.. ... ........ ..................... ............. ............................................. .... .................. 10


1.62 PEA 0.................................................................................................................. 10

1.63 PEAO ORR ..... ........... ........................... .................... ......................... ......... ...... 10 1.64 PERL.......................................... .............................. ................ .......................... 11 1.65 PERL ORRI.............. .......................................................................................... i 1
1.66 Permits.............. .............................................. ........................................ ............ 11

1.67 Permitted Encumbrances ................... ........................ ............ ....... ..................... 11 1.68 Person........ ................................................................................................. ........ 11 1.69 Post-Closing ORRI ........ ............................................... ...................................... 11 1.70 Preliminar Alaska Interests Purchase Price ......................................................11 1. 71 Preliminar Settlement Statement...................................................................... 11 1.72 Production Taxes ........................... .............................................. ....................... 11 1.73 Propert or Properties .............................................................. .................. ......... 11
1.74 Propert Conditions .............. ....................................... ....................................... 11

1.75 Property Taxes .......................... ........ ......................... ......................................... 12


1.76 Prospective Employees... .................................. ........... ........ ............................... 12

1.77 RCA ............................................................ ......................... ................... ......... ... 12


1.78 RD I Account................... ........................................................... ......................... 12

1.79 Records ................................... .................................................... ....... ..... ............ 12 1.80 Redoubt Interrption Claim .................... ... ........................................... .............. 13
1.81 Rejected Contracts.......... .............. ..... ..... ............ ........................ ......................... 13

1.82 Related Agreements............................................................................................ 13 1.83 Remaining Employees ............................................................. ........................... 13 1.84 Royalty Interests .................. ............................................................................... 13
1.85 Sale Order.. ............ ...................... ......................................... ...................... ........ 13

1.86 Seller or Sellers ........ ....... ............... .................... ...... ............... ............................ 13 1.87 Silver Point......................... ........................................................................ ........ 13 1.88 Strict Liability.... .... .... ....... ............ ....................................................... ............... 13
1.89 Successor Operator Approval.... '" .............. ........................................................ 13

1.90 Tangible Assets............... ........................ ............................................................ 13


674/023353-0033

1045194.19 -11-

Paee
1.91 Third Party................................................................................................. ... ...... 13 1.92 Title Defect..... ........ ......... ....... ....... ........ ................. ............................................ 13 1.93 Transaction Documents ................. ............................................. ....... ........... ....... 14
1.94 Units.............................................................................. ...................................... 14

1.95 WARN Act....... ...... .... ................ ....................... ................................................. 14 1. 96 Well or Wells................................... .............................................. ..................... 14

ARTICLE 2 PURCHASE AND SALE......................................... .......................................... 14 2.1 Interests............................................................ ................................................... 14


2.2 Assumption............. ............................... ............................................................. 14

ARTICLE 3
3.1

PURCHASE PRICE........................................................................................... 14
Purchase Price............................................................................................. ........ 14 Increases in Alaska Interests Purchase Price ............ .......................................... 14 Decreases in Alaska Interests Purchase Price..................................................... 15

3.2
3.3

ARTICLE 4
4.1

4.2
4.3 4.4 4.5 4.6 4.7 4.8

BUYER'S REVIEW ........................................................................................... 15 Buyer's Review Before the Execution Date....................................................... 15 Abandonment Order ....................... ......... ....................... ......... ........................... 16 Environmental Review...................................... ................................................. 16
Access to Assets and Properties ......................................................................... 16

No Representation or Waranty of Accuracy; Disclaimer................................. 16


Acknowledgments of Buyer .... ......... .................. .............. ....... ........................... 17 Independent Evaluation...................................................................................... 20 Buyer's Confidentiality Obligations. .................. .................... ....... ............ ......... 20

ARTICLE 5 DESCRIPTION AND OTHER ERRORS.......................................................... 21

ARTICLE 6 CERTAIN COVENANTS BETWEEN EXECUTION DATE AND CLOSING........................................................................................................... 21


6.2 Third Pary Notifications and Regulatory Approvals for the Alaska

Interests. ................................................................... ........................................... 22

6.3 Payment of Deposit and Segregation of Alaska Interests Purchase


Price. .................................................. ....~.................... .............. .......................... 23

6.4 Conduct of Business Pending the Alaska Interests Closing. .............................. 23

6.5 Sale Procedures....................................... ............................................................ 25


ARTICLE 7
7.1

7.2 7.3 7.4

ALASKA INTERESTS CLOSING....... ................. ................................... ......... 25 Alaska Interests Closing Date.............................................................................25. Closing Obligations; Deliveries.......................................................................... 25 Sellers' Conditions............................................... .............................................. 28 Buyer's Conditions........................................ ..................................................... 30

ARTICLE 8 FINANCIAL ABILITY ...................................................................................... 31


ARTICLE 9 TERMINATION.... ................... ............. ........................ .................................... 31 Termination ........................................................................................ 31 9.1 Events of 9.2 Effect of Termination. .... ........ ............................... ............................................. 31
674/023353-0033 1045194.19

-ll-

Pal!e

ARTICLE 10 CERTAIN OBLIGATIONS AFTER ALASKA INTERESTS CLOSING........................................................................................................... 32 10.1 Filing and Recording. ......................... .................................. .............................. 32
10.2 Copies ............ ..................................................................................... ................ 32

10.3 Further Assurances............. ......................................... ............. ............ .............. 32 1 0.4 Post-Closing Consents. .......................................... .................. ............. .............. 32 10.5 Buyer's Compliance........................................ ......... ...... ................. ................... 33 10.6 Allocation of Proceeds, Costs and Expenses. .................. ................................... 33 10.7 Plugging and Abandoning Wells and Platforms; Remediation; Security for Buyer's Obligations. ..................................................................................... 33 10.8 Preliminar Settlement Statement ...................................................................... 34 10.9 Final Settlement Statement. .............. .................. ........... ....... .............................. 35 10.10 Post-Closing Revenues....................................................... ..................... ........... 35 10.11 Post-Closing Expenses ................. ...................................................................... 36
10.12 Audits.................................................................................................................. 36

10.13 Reservation of Claims.......................................................................... .............. 36 10.14 Post-Closing Conveyance of Overriding Royalty Interests................................ 36
ARTICLE 11 TAXES, COSTS, AND FEES ... ..... ..... .............. ............ ............ ............. ............ 38
11.1
Propert Taxes ........ .... .... ............ ..... ...... ........... .......... ....... ...... ... ........................ 38

11.2 11.3

Production Taxes................................................................................................ 38 Other Taxes......................................................................................................... 38

ARTICLE 12 POST-CLOSING OPERATIONS ...................................................................... 38 12.1 Operation ..... ........................ ........................................................ ........... ........ .... 38 12.2 Renioval of Signs...................................................... .......................................... 38 12.3 Risk of Loss ... ........................ ........................... ............................................ ...... 39

ARTICLE 13 EMPLOYEES AND PERSONNEL................................................................... 39 13.1 Offers of Employment. .............................................................. ............ ............. 39 13.2 WARN Act Indemnification........... .............. ......................................................40 13.3 General Employee Provisions. .... ....... ............... ........................ ......... ................40

ARTICLE 14 BUYER'S RELEASE, DISCHARGE, AND COVENANT NOT TO SUE; BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION .............................................. 40 14.1 Buyer's Release and Discharge of Sellers and their Associated Paries ............ 40 14.2 Buyer's Covenant Not to Sue Sellers or their Associated Paries ...................... 41
14.3 Buyer's Obligations to Indemnify, Defend, and Hold Sellers and their
Associated Paries Harless....... ........... ................................................ ............. 4 i

14.4 Buyer's Obligations. .............. ......................................... .............. ...................... 41 14.5 Buyer's Duty to Defend..............................................................~....... ................ 43 14.6 Dispute Resolution .................... ..... ........ ....................... .....................................43
14.7 Retroactive Effect................................. .................................... .......................... 43 14.8 Inducement to Sellers ................ ..................................................... ....................44

ARTICLE 15 ENVIRONMENTAL MATTERS ......................................................................44


674/023353-0033 1045194.19

-IV-

Pat!e

15.1 Buyer's Acknowledgment Concerning Possible Contamination of the


15.2 Disposal of

Tangible Assets and the Properties..................................................................... 44 Materials, Substances, and Wastes; Compliance with Law............ 44

ARTICLE 16 REPRESENTATIONS AND WARRNTIES ..................................................45


16.1 Representations by Sellers .......................................................... .................. ...... 45 16.2 Representations by Buyer ........ ....................................... .................. .................. 45

ARTICLE 1 7 COMMUNICATIONS ........... ....... ....................... .................. ............ ................ 47

ARTICLE 18 MISCELLANEOUS. ..........................................................................................48 18.1 Entire Agreement.................................................................................... ............ 48


18.2 Successors and Assigns; Amendment; SurvivaL.............................................. 49

18.3 Exclusive Remedy............ .................................. ................................................ 49


18.4 Choice of Law.................................................................................................... 49

18.5 Assignment. .................... ..... ............................................. .......... ................ ..... ...49 18.6 No Admissions........................ ........................................................................... 49 18.7 No Third Par Beneficiaries.............................................................................. 50 18.8 Public Communications..... ................... .............................................................. 50
18.9 Headings and Titles............................................................................... ....... ...... 50

i 8.10 Bulk Transfer Law.......... .................................................................................... 50


I 8.1 1 Severability...... ................................................................................................... 50 18.12 Counterparts........................................................................................................ 50

18.13 Not to Be Construed Against the Drafter ........................................................... 50 18.14 No Waiver.. .................... .............. ....... ..................................... .............. ............. 50
18.15 Expenses .......... ........... ........... ................... .......................................................... 50

18.16 Time of Essence....... .............................. ...................................................... ....... 5 i


18.17 No Parnership .................................................................................................... 5 i

18.18 Foreign Trade Law Compliance .......... ................... .............. .............................. 5 i 18.19 Rules of Construction......................................................................................... 51

Exhibits and Schedules

Exhbit A
Exhibit B Exhibit C Exhibit D
Schedule Schedule Schedule Schedule Schedule Schedule 1 2 3 4 5 6 -

Description of the Alaska Interests Certain Contracts Comprising the Alaska Interests Form of Assignment and Bil of Sale
Form of

Non-Foreign Affdavit

Cure Amounts to be Paid by Buyer at Closing Certain Excluded Items


Performance Bonds

Schedule 7 -

RDI Account and Related Information Related Agreements Schedule of Previously Created Overriding Royalty Interests to be Conveyed by Pacific Energy Resources Ltd. and/or Pacific Energy Alaska Operating LLC to Donkel Oil & Gas, LLC Pursuant to Aricle 7, Section 7.2(1) Schedule of Overrding Royalty Interests to be Conveyed by Buyer to Donkel Oil & Gas, LLC Pursuant to Article 10, Section 10.14
-v-

674/023353-0033 1045194.19

PURCHASE AND SALE AGREEMENT


This Purchase and Sale Agreement (this "Agreement"), dated as of November 24, 2009

(the "Execution Date"), is by and between COOK INLET ENERGY, LLC, an Alaska limited

liability company with an address of P.O. Box 90834, Anchorage, Alaska 99509 ("Buyer"), PACIFIC ENERGY ALASKA OPERATING LLC, a Delaware limited liabilty company with
an address of 11 I W. Ocean Boulevard, Suite 1240, Long Beach, California 90802 ("PEAO"),

and PACIFIC ENERGY ALASKA HOLDINGS, LLC, a Delaware limited liability company
with an address of i 1 i W. Ocean Boulevard, Suite 1240, Long Beach, California 90802

("PEAH"). PEAO and PEAH may each be referred to herein as a "Seller" and collectively as the
"Sellers." Sellers and Buyer may each be referred to herein as a "Pary" and collectively as the

"Paries."
R E C ! TAL s-:
A. Pursuant to an Asset Sales Agreement by and between Forest Oil Corporation and

PERL (as defined below) and a Membership Interest Purchase Agreement by and among Forest Oil Corporation, Forest Alaska Holdings LLC, Forest Alaska Operating LLC and PERL, each dated May 24,2007, as amended, Sellers acquired the Alaska Interests (as defined below), and the membership interests in PEAO. PEAH acquired 100% of
B. Sellers are debtors in possession under the protection of Chapter i i of the United

States Banptcy Code pursuant to jointly administered cases under Case Number 09-10785

(the "Banptcy Case") fied with the United States Bankuptcy Court for the District of Delaware (the "Bankptcy Cour").

C. On September 11, 2009, at Sellers' request, the Banptcy Court entered an


order ("Abandonment Order") authorizing Sellers to (i) abandon certn of their interests in oil

and gas properties located in Alaska outside Trading Bay, including the Alaska Interests the Banruptcy Code (as defined (collectively, "Abandoned Assets"), pursuant to section 554 of
below), and (ii) reject certain executory contracts relating to the Abandoned Assets, including the Contracts (as defined below) (collectively, the "Rejected Contracts"), pursuant to section

365 of the Banptcy Code. Sellers abandoned the Abandoned Assets and rejected the
Rejected Contracts as contemplated in the Abandonment Order.

D. Buyer desires to purchase the Alaska Interests from Sellers, and Sellers desire to sell the Alaska Interests to Buyer, in each case effective as of the Effective Time (as defined below), and subject to the terms and conditions of this Agreement.
E. The transactions contemplated by this Agreement, including the purchase and sale

of the Alaska Interests hereunder, are subject to approval by the Banuptcy Cour pursuant to the Banptcy Code (as defined below). Sections 105,363 and 365 of

A G R E E MEN T S-:

In consideration of their mutual promises under this Agreement, the benefits to be


derived by eah Pary, and other good and valuable consideration, the Paries agree as follows:

674/023353-0033
1045194

-i -

ARTICLE 1 DEFINITIONS
The following terms, when used in this Agreement, have the following definitions:

1.1 AAC. Alaska Administrative Code.


1.2 Abandoned Assets. Defined in the Recitals.
1.3 Abandonment Obli2ations. Defined in Section 1O.7(a).

1.4 Abandonment Order. Defined in the Recitals.


1.5 Affected Employees. Defined in Section 13.1(a).
1.6 Mfiiates. A Person's "Parent Companies" and "Affiliated Companies." "Parent

Companies," "Affiliated Companies," and "Controlling Interest" shall have the following meanIngs:
(a) A Person's "Parent Companies" means any and all entities having a

"Controllng Interest" in such Person;

(b) A Person's "Affiiated Companes" means any and all entities in which the Person or the Parent Companies of such Person have a direct or indirect "Controlling
Interest"; and
(c) "Controllng Interest" means a legal or beneficial ownership of

more than

50% ofthe voting stock or other voting rights in an entity.

1.7 A2reement. Defined in the preamble of this Agreement, as more particularly


described in Section i 8.19( c ).
1.8 Alaska Interest or Alaska Interests. Except for the Excluded Items, and subject

to the limitations and terms expressly set forth herein and in Exhibit A and Exhibit B, all of Sellers' right, title and interest in and to the following, to the extent that they pertain to the
Properties:
(a) All Fee Interests, Leases and Lands, together with corresponding surface

and subsurace interests in and to all the property and rights incident thereto, including

any Units; all tenements and hereditaments belonging to the Leases and the Units; all production from the Units allocated to any such Lands; and all reversionary interests,
cared interests, options, convertible interests, net profits interests, together with all rights that arse by operation of Applicable Laws or otherwise in all properties and land unitized, communitized or pooled with the Leases or Lands;
(b)

All Easements;
All Wells;

(c)

674/023353-0033 1045194.19

-2-

(d) All Tangible Assets;


(e) All Oil and Gas (or the proceeds from the sale of

Oil and Gas) produced in

connection with the Properties after the Effective Time;


(f) All Contracts;
(g) All unitization, communitization and pooling declarations, orders and

agreements (including all units formed by voluntary agreement and those formed under the rules, regulations, orders or other official acts of Governental Entities) to the extent they relate to the Properties or the production of Oil and Gas therefrom;
(h) All Permits;

(i) All Records;

G) All Royalty Interests;


(k) All parnership and joint venture interests (tax, state law or otherwse)

affecting any Properties, Easements, Wells or Tangible Assets;

(1) To the extent assignable, all rights to indemnities (other than the Forest Indemnties) and releases from any Third Pary relating to the Properties, Easements, Wells or Tangible Assets, in each case only to the extent such indemnities and releases relate to (i) activities occuring on or after the Effective Time or (ii) any Claim or
Liability assumed by Buyer under this Agreement, provided that Sellers shall retain their interest in such representations, waranties, indemnities and releases to the extent Sellers may potentially remain liable for any such Claim or Liability;

(m) All operating revenues and accounts receivable relating to the period after the Effective Time, in each case associated with the Properties or the production of Oil and Gas attributable thereto;
(n) All leases or subleases of

Tangible Assets as to which Sellers are (i) lessor

or sublessor or (ii) lessee or sublessee, together with any options to purchase the
underlying property;
(0) All leases for real propert used by Sellers in connection with the

operation of the Alaska Interests and the Properties (such as leases for office and
warehouse space, but excluding the Leases);

(p Y Sellers' geophysical and geological data, engineering and consulting


reports, computer data, seismic data, together with any rights of Seller to such types of

intellectual propert owned or prepared by third parties and not subject to licensing
arangements requiring purchase of a proprietary license by each successor-user, all with respect to the Alaska Interests;

674/023353-0033 1045194.19

-3-

(q) Escrow accounts and bonds deposited with Governental Entities solely

with respect to the Alaska Interests;


(r) all surety bonds, plugging bonds, abandonment bonds, standby trst

agreements, escrow accounts for plugging, abandonment, decommissioning, removal and restoration obligations, and other bonds posted by or at the request of Sellers, and securty deposits and other security furnished by Sellers or their predecessors in interest, solely with respect to the Alaska Interests;
(s) all Imbalances owed to Sellers by a Third Pary as of

the Effective Time;

(t) all Oil and Gas in pipelines or in tans (including in storage, line fill and

tan bottoms) upstream of the sales custody transfer meter at the Effective Time that are

fairly attributable to the Properties; .


(u) all Oil and Gas held by or for the account of Sellers relating to the Alaska

Interests (including Oil in storage, linefill ard tan bottoms, other than Oil and Gas held by CIPL for the account of Sellers) at the Effective Time; and.
(v) royalties.
the portion of Sellers' RDI account relating to post-petition suspended

The Alaska Interests shall explicitly exclude the Excluded Items, which are not being transferred hereunder. It is understood and agreed that the Exhibits and Schedules to this Agreement describe assets intended to be conveyed and assigned to Buyer pursuant to this Agreement and that approvals by DNR or other regulatory agencies of such conveyarces and
assignments and of any overriding royalty interests that Buyer wishes to care out of its working interest are beyond the scope of this Agreement.
1.9 Alaska Interests Closin!!. Defined in Section 7.1.
1.10 Alaska Interests Closin!! Date. Defined in Section 7.1.

1.11 Alaska Interests Deposit Defined in Section 6.3.


1.12 Alaska Interests Purchase Price. Defined in Section 3.1

(a).

1.13 Applicable Laws. Any and all federal, state, Native American, county, municipal or other federal, state or local laws, ordinances, regulations, rules, permits, or other regulatory requirements and any administrative, executive or judicial or cour orders or judgments, as well

Interests. .
Exhibit C.
674/023353-0033 1045194.19

as the common law, in each case which are applicable to any of the Paries or the Alaska

1.14 Assi!!nment and Bil of Sale. An instrument substantially In the form of


1.15 Associated Parties. As to each Party, its successors, assigns, members,

shareholders, directors, officers, employees, agents, representatives and Affiiates.

-4-

1.16 Assumed Liabilties. The following Liabilities of Sellers, but in each case only to the extent directly related to and associated with the Alaska Interests:
(a) All Liabilities associated with, related to or arising from the ownership of

the Alaska Interests afer the Effective Time;


(b) All Liabilities associated with, related to or arsing from the operation of

the Properties after the Effective Time;

(c) All Environmental Liabilities with respect to the Alaska Interests;


(d) All accounts payable that accrue after the Effective Time;

(e) All royalty obligations associated with, relating to or arising from the Alaska Interests that accrue after the Effective Time, including those associated with,

relating to or arising from the conveyance, transfer or assignment of overrding royalty interests of PERL and PEAO pursuant to Section 7.2(1); provided, however, that notwithstanding any other provision of this Agreement, upon the Alaska Interests Closing any and all overriding royalty interests created or put in place on or after August 24, 2007 (other than those associated with, relating to or arsing from conveyance, transfer or assignment of overriding royalty interests of PERL and PEAO pursuant to Section 7.2(1) shall be terminated and Buyer shall take the Alaska Interests and Properties free and clear of any and all such overrding royalty interests;
(f) All Claims arising out of the ownership or operation of the Alaska

Interests after the Effective Time;


(g) All plugging, abandonment, decommissioning, removal and/or restoration

Liabilities associated with, related to or arsing from the Alaska Interests with respect to the periods prior to, on or after the Effective Time;
(h) Permitted Encumbrances;
(i) Imbalances owed by Sellers to a Third Pary; and

G) Post-petition suspended royalties maintained by RDI and as set forth on


Schedule 4.

For puroses of clarity, Assumed Liabilities excludes any and all Liabilities not
specifically referenced in this definition of Assumed Liabilties.
1.1 7
Bankruptcy Case. Defined in the Recitals of

ths Agreement.

1.18 1.19

Bankruptcy Claim. As defined in Section 101 (5) of the Bankptcy Code.


Bankruptcy Code. Title 11 of

the United States Code, as amended.

674/023353-0033 1045194.19

-5-

i .20 Bankruptcy Costs. All costs and claims related to the Banptcy Case,
including all administrative expenses and claims for administrative expenses pursuant to
Section 503 of

the Bankptcy Code.

i .2 i Bankruptcy Court. Defined in the Recitals of this Agreement.

i .22 Business Day. Any day on which the Banptcy Cour is physically open to the
public.
i.23 Buyer. Defined in the preamble of

this Agreement.

1.24 CERCLA. The Comprehensive Environmental Response, Compensation and


Liability Act, as amended.

1.25 CIPL. Cook Inlet Pipe Line Company, a Delaware corporation.

1.26 Claim or Claims. Collectively, any and all written or oral claims, demands,
suits, causes of action, losses, damages, liabilities, fines, penalties and costs (including attorneys' fees and costs of litigation) asserted or, as applicable, filed by any Person.
1.27 Confidentiality Ae:reement. The Confidentiality Agreement, dated Februar 26,

2009, between PERL and Buyer.

1.28 Consents. Any approval, consent, ratification, waiver or other authorization from

any Person (including any of the foregoing issued, granted, granted, given or otherwise made available by or under the authority of any Governental Entity or pursuant to any Applicable Laws).

1.29 Contracts. All wrtten contracts, contractual rights, interests and other written agreements and instruents covering or affecting any or all of the Alaska Interests or the
production, handling or transporttion of Oil and Gas attributable thereto or the use or ownership or operation of any of the Alaska Interests or the Oil, Gas, water or other substances produced
therefrom, to be assigned to or assumed by Buyer under this Agreement, consisting of those certain contracts listed on Exhibit B and any Related Agreements listed on Schedule 5.
i .30 Credit Ae:reements. (i) The Senior Secured Super Priority Priming Debtor in

Possession Credit and Guaranty Agreement, dated 'as of March 11, 2009, among PERL, Sellers, J. Aron, Silver Point and certain other lenders, guarantors and others pary thereto, as amended, supplemented and modified from time to time, and (ii) the Second Lien Credit Agreement, dated August 24,2007, among Sellers, J. Aron, Silver Point and certain other lenders, guarantors and others pary thereto, as amended, supplemented and modified from time to time.
1.31

Cure Amounts. Defined in Section 6.1(a).

1.32
1.33

Deposit Ae:reement. Defined in Section 6.3.


DNR. Alaska Deparment of

Natural Resources.

674/023353-0033 1045194.19

-6-

1.34 Easements. All easements, rights-of-way, rights-of-use, servitudes, licenses,


authorizations, permts, and similar surface and other rights and interests applicable to, or used or useful in connection with, any or all of the Properties, as listed on Exhibit A.

1.35 Effective Time. 7:00 a.m. Pacific time on the Alaska Interests Closing Date.
1.36 Environmental Laws. Any and all Applicable Laws of any Governental Entity whose purpose is to conserve or protect human health, the environment, wildlife or natural

resources, including those Applicable Laws relating to storage, handling and use of chemicals and other hazardous materials; those relating to the generation, processing, treatment, storage, transport, disposal, cleanup, remediation or other management of waste materials or hazardous
substances of any kind; and those relating to the protection of environmentally sensitive or
protected areas. Without limiting the foregoing, Environmental Laws expressly includes the

Clean Air Act, as amended; the Federal Water Pollution Control Act, as amended; the Rivers and

Harbors Act of 1899, as amended; the Safe Drinking Water Act, as amended; CERCLA; the

Superfund Amendments and Reauthorization Act of 1986, as amended; the Resource


Conservation and Recovery Act of 1976, as amended; the Hazardous and Solid Waste

Amendments Act of 1984, as amended; the Toxic Substances Control Act, as amended; the Hazardous Materials Transportation Act, as amended; Title 46 of the Alaska Statutes; and Title
18 of the Alaska Administrative Code.
1.37 Environmental Liabilties. All Liabilities under Environmental Laws relating
to, arsing out of, in connection with, or attributable to ownership or operation of the Alaska

Interests, whether associated with, related to or arising from the periods prior to, on or after the Effective Time.
1.38 Escopeta. Escopeta Oil Company, L.L.C., a Texas limited liability company.

1.39 Excluded Items. The (i) reservations, exceptions and exclusions, if any, listed on Exhibit A and Exhibit B, (ii) the items listed in Schedule 2, and (iii) the following:
(a) pipelines, fixtures, equipment, interests in land or any other property

owned by any Third Pary such as lessors, contractors, purchasers or transporters of Oil or Gas, including any of Sellers' Affiliates;
(b) Sellers' geological or geophysical data containing information not related

to the Alaska Interests;


(c) Sellers' intellectual propert (including, without limitation, their trade

names and logos), not expressly included in the Alaska Interests;


(d) (i) cash located on or at the Properties, (ii) cash equivalents and (iii)

deposits with Sellers' legal counsel; provided that, in the case of (i) and (ii) above, to the

extent that such cash or cash equivalents were generated from transactions occurng prior to the Effective Time or to the extent such transactions do not relate to the Alaska
Interests,
(e)
674/023353-0033 1045194.19

items used, consumed or disposed of prior to the Alaska Interests Closing;

-7-

(f) all rights to representations, waranties, indemnities (including the Forest

Indemnities) and releases from any Third Party, except indemnities and releases that are specifically included in the Alaska Interests pursuant to Section 1.8(1.
(g) all rights under insurance policies held by Sellers or any of their Affiliates

covering any of the Alaska Interests;


(h) Tangible Assets currently in use in connection with the ownership or

operation of other property not included in the Alaska Interests;


(i) Records that are subject to attorney-client privilege, work product

immunity or other privileges against disclosure enjoyed by Sellers or any of their


Associated Paries, including all privileged information and work product of Sellers and
their Associated Paries from the period up to and including the Alaska Interests Closing;

G) any interests, properties or assets owned by any Person other than Sellers;

(k) any and all Claims against operators or other third paries arising out of
the operation of the Properties or Alaska Interests prior to the Effective Time;
(1) the Redoubt Interruption Claim;

(m) the Forest Indemnities;


(n) the shares of capital stock of CIPL owned by PEAR;
(0) all Contracts between a Seller or Sellers, on one hand, and PERL on the

other;
(P) any and all Claims and rights arising under errors and omissions and

directors and offcers liability insurance policies of Sellers or any Affliate of any Seller;

(q) any and all Claims and rights relating to litigation or other actions
unelated to the Alaska Interests, including any Claims and rights arising under Chapter 5

of the Banptcy Code or applicable state fraudulent transfer statutes; and


(r) the overriding royalty interests being transferred, conveyed, assigned and

delivered by PERL and PEAO to Donkel Oil & Gas, LLC pursuant to Section 7.2(1.

1.40 Excluded Liabilties. Without limiting the definition of Assumed Liabilties or implying that Buyer is assuming any Liability other than the Assumed Liabilties, the following Claims against and Liabilties and obligations of Sellers are excluded and not assumed by Buyer:
(a) All Liabilities associated with, related to or arising from debt instruents

to which one or both Sellers is a party, except for Liabilities that relate to Permitted Encumbrances;
(b)

All accounts payable that have accrued prior to the Effective Time;

674/023353-0033 1045194.19

-8-

(c) All royalty obligations associated with, related to or ansing from the

Alaska Interests that have accrued pnor to the Effective Time, except as set fort on
Schedule 4;
(d) All Claims, except Environmental Claims and Abandonment Obligations,

arsing out of the ownership or operation of the Alaska Interests pnor to the Effective Time; and
(e) All Banptcy Claims (except Environmental Claims and Abandonment

Obligations) and Bankuptcy Costs (except Environmental Claims and Abandonment


Obligations).
1.41 Execution Date. Defined in the preamble.
1.42 Fee Interests. All fee interests to the surface and in the Oil and Gas, including

rights under grant deeds, mineral deeds, conveyances or assignments, as specifically listed on Exhibit A.
1.43 Final Alaska Interests Purchase Price. The actual Alaska Interests Purchase

Pnce, as adjusted in accordance with Section 3.2 and Section 3.3, determined based on the Final
Settlement Statement.

1.44 Final Settlement Statement. Defined in Section 10.9(a).

1.45 Forest Indemnities. Sellers' rights to indemnification provided by Forest Oil Corporation under the Asset Sales Agreement and Membership Interest Purchase Agreement, each as amended, referenced in the Recitals to this Agreement and under that certain indemnity letter dated January 29, 2008, as supplemented on November 6,2008.

1.46 GAAP. Generally accepted accounting pnnciples in Canada, as in effect from


time to time.

1.47 Gas. Natural gas, including casinghead gas, gas-well gas and other hydrocarbon

gases.
1.48 Governmental Bonds. All bonds or other forms of financial security (including

all lease-specific abandonment bonds, areawide bonds, operator bonds, right of way bonds, supplemental bonds for abandonment accounts) required by the DNR or other Governental
Entities in connection with Buyer's acquisition and ownership of

the Alaska Interests or Buyer's designation as an operator of the Properties or any Alaska Interest.

1.49 Governmental Entitv. Any federal, state, Native Amencan, county, municipal or other federal, state or local governental entity or judicial or regulatory agency, board, body, deparment, bureau, commission, instnuentality, cour, tnbunal or quasi-governental entity in any jurisdiction (domestic or foreign) havingjunsdiction over any Par or any affected asset, or
over any of the transactions contemplated by ths Agreement.
1.50

Hirine: Period. Defined in Section 13.l(a).

674/023353-0033 1045194.19

-9-

1.51 Imbalances. Over-production or under-production subject to an imbalance or

make-up obligation with respect to Oil and Gas produced from or allocated to the Properties,
regardless of whether such over-production or under-production, imbalance or make-up
obligation arses at the wellhead, pipeline, gathering system, transportation or other location and
regardless of

whether the same arses under contract or by operation of Applicable Laws.

1.52 J. Aron. J. Aron & Company.

1.53 Lands. All of the lands covered by the Leases or held by Sellers in fee simple or
otherwise.

1.54 Leases. The Oil and Gas leases and subleases, and the surface and subsurface
leasehold estates created thereby, as specifically listed on Exhibit A.
1.55 Liability or Liabilities. Collectively, all Claims, damages (including

consequential and puntive damages), including damages for personal injury, death or damage to personal or real propert (both surface and subsurface) and costs for remediation, restoration or
clean up of contamination, whether the injur, death or damage occurred or occurs on or off any

of the Properties by migration, disposal or otherwise; losses; fines; penalties, expenses; costs to remove or modify facilities on or under any of the Properties; costs to recondition or repair the Tangible Assets; all Abandonment Obligations, including without limitation, plugging liabilities for all Wells, platforms, pipelines and other facilities; attorneys' fees; court and other costs

incured in defending a Claim; liens; and judgments; in each instance, whether any of the foregoing are foreseeable or unoreseeable, known or unown.
1.56 NORM. Natually occuring radioactive materiaL.
1.57 Oil. Crude oil, distilate, drip gasoline, condensate and other liquid hydrocarbons.

1.58 Oreanizational Documents. With respect to any Person, its certificate of


incorporation, formation or organization (or comparable) document, its by-laws, parership

agreement or any certificate of formation, limited liabilty company agreement or operating


agreement, or any other similar organizational instrument or document governing such Person or applicable to ownership.

1.59 ORR Hvdrocarbons. Oil, gas and other minerals attributable to the PERL
ORR, the PEAO ORR or the Post-Closing ORR.
1.60
1.61
Part or Parties. Defined in the preamble of this Agreement.

PEAH. Defined in the preamble of this Agreement.


PEAO. Defined in the preamble of

1.62
1.63

this Agreement.

PEAO ORR. Defined in Section 7.2(1.

674/023353-0033 1045194.19

-10-

1.64 PERL. Pacific Energy Resources Ltd., a Delaware corporation, which is a debtor
in possession under the Banptcy Case, owner of all of the issued and outstanding membership

interests of PEAR and operator of certain Alaska Interests.

1.65 PERL ORR. Defined in Section 7.2(1.


1.66 Permits. All transferable environmental and other governental (whether
federal, state, local or tribal) certificates, consents, permits, licenses, orders, authorizations,

franchises and related instruments or rights relating to the ownership, operation or use of the Properties, including credits or the right to create credits or other transferable rights relating to past or future emissions reductions.

1.67 Permitted Encumbrances. Any mortgage, deed of trust, lien, encumbrance,


Claim, royalty, obligation or interest (i) related to one or more Assumed Liabilities or (ii) set
forth on Exhibit A or Exhibit B.

1.68 Person. Any individual, corporation, parnership, joint venture, association,

limited liability company, joint stock company, trust, estate, unincorporated organization,
Governental Entity or other entity.

1.69 Post-Closine ORR. Defined in Section 10.14.

1.70 Preliminary Alaska Interests Purchase Price. An estimate of the Alaska


Interests Purchase Price, as adjusted in accordance with Section 3.2 and Section 3.3, determined
based on the Preliminary Settlement Statement.

1.71 Preliminary Settlement Statement. Defined in Section 10.8.


1.72 Production Taxes. All federal, state or local taxes, assessments, levies or other
charges, which are imposed upon production from the Properties, including, without limitation, excise taxes on production, severance or gross production, as well as any interest, penalties and fines assessed or due in respect of any such taxes, whether disputed or not.
1.73 Property or Propertes. The real properties included within or covered by the Leases, Lands, Units and Fee Interests.

1.74 Propert Conditions. The physical condition or any other aspect of the
Properties and the Tangible Assets, including (a) the structual integrty of any improvements on the Properties or the Tangible Assets; (b) the conformity of improvements on the Properties or the Tangible Assets to any plans or specifications for such Properties or the Tangible Assets; (c) the conformity of the Properties or the Tangible Assets to past, current or futue applicable building code requirements; (d) the existence of soil instability, past soil repairs, soil zoning or

additions or conditions of soil fill, or susceptibility to landslides; (e) the sufficiency of any undershoring; (f) the suffciency of any drainage; (g) whether the Properties or the Tangible Assets are located wholly or parially in a flood plain or a flood hazard boundar or similar area;

(h) any other matter affecting the stability or integrity of the land, or any buildings or
improvements situated on or as par of the Properties or the Tangible Assets; (i) the availability

of public utilities and services for the Properties or the Tangible Assets; G) the fitness or
674/023353-0033 1045194.19

-11-

suitability of the Properties or the Tangible Assets for any intended use; (k) the potential for further development of the Alaska Interests; (1) the existence of vested land use, zoning or
building entitlements affecting the Alaska Interests or the Tangible Assets; or (m) the presence of toxic wastes, hazardous materials or frable asbestos in, on or about the Alaska Interests or the Tangible Assets.

1.75 Propert Taxes. All federal, state or local taxes, assessments, levies or other
charges, which are imposed upon the Properties or other real and personal property of Sellers that is acquired by Buyer hereunder, including, without limitation, ad valorem, propert, documentar or stamp, as well as any interest, penalties and fines assessed or due in respect of
any such taxes, whether disputed or not.
1.76 Prospective Emplovees. Defined in Section 13.1

(a).

1.77 ReA. Regulatory Commission of Alaska.

1.78 RDI Account. Sellers' ban account held in the name of Royalty Distributors
Inc. as described on Schedule 4.

1.79 Records. All books and records, fies, data, correspondence, studies, sureys,
reports, Oil and Gas sales contract files, gas processing files, geologic, proprietar geophysical

and seismic data (including raw data and any interpretative data or information relating to such
geologic, geophysical and seismic data) and other data (in each case whether in wrtten or
electronic format) in Sellers' possession and relating to the operation of the Properties, including all title records, prospect information, title opinions, title insurance reports, abstracts, property ownership reports, customer lists, supplier lists, sales materials, well logs, well tests, maps,

engineering data and reports, health, environmental and safety information and records, ThirdPar licenses, promotional materials, operational records, technical records, reserve estimates

and economic estimates; production and processing records, division order, lease, land and right-

of-way fies, accounting and financial fies, tax records (other than income tax), and contract fies (including all files regarding the Contracts and related fies); provided, however, "Records" shall not include (a) Sellers' general corporate or limited liability company, accounting and
financial books and records even if containing references to the Properties, provided that Sellers shall provide Buyer reasonable access to such books and records as reasonably necessar for the conduct of Buyers post closing business activities related to the Alaska Interests, (b) books, records (including seismic data) and fies that may not be disclosed under the terms of any Third Pary agreement (and consent to make disclosure has not been obtained) or are not transferable without payment of fees or penalties (except as may be agreed to be paid by Buyer) or canot be disclosed under Applicable Laws, ( c) information entitled to legal privilege, including attorney work product and attorney-client communications (excluding title opinions, which shall be
included in the Records), and information relating to Excluded Items, (d) income tax

information, (e) records relating to the acquisition or disposition (or proposed acquisition or
disposition) of the Properties, including proposals received from or made to, and records of

negotiations with, Persons other than Buyer and economic analyses associated therewith, (f)
seismic data already owned or held by Buyer, and (g) Excluded Items.

674/023353-0033 1045194.19

-12-

1.80 Redoubt Interruption Claim. Any and all claims or rights of Sellers or their
Affiliates relating to the business interrption arsing from or related to the volcanic and seismic activity that began in March 2009.
1.81 Rejected Contracts. Defined in the Recitals.
1.82 Related Af!reements. Defined in Section 6.1(a).

1.83 Remaininf! Emplovees. Defined in Section 13.l(a).

1.84 Rovalty Interests. All royalties, overriding royalties, sliding scale royalties, shut-in royalties, rights to royalties in kind, or other interests in production of Oil and Gas,
excluding working interests, as set fort on Exhibit A.
1.85 Sale Order. The sale order to be entered by the Banptcy Court approving the

consummation of the purchase and sale of the Alaska Interests as contemplated by this Agreement.
1.86 Seller or Sellers. Defined in the preamble of

this Agreement.

1.87 Silver Point. Silver Point Finance, LLC.

1.88 Strict Liabilty. Includes strict statutory liability, strict products liability and
strict environmental liability.

1.89 Successor Operator Approval. Final, unconditional approval by the DNR and

any other applicable Governental Entity of Buyer as the successor operator for the Alaska
Interests previously operated by PERL.

1.90 Tanf!ible Assets. All pipelines, flowlines, plants, gathering and processing systems, buildings, vehicles, compressors, meters, tans, machinery, tools, pullng machines,
utility lines, personal propert, all computer and automation equipment located in proximity to the Properties (including SCADA equipment and Rosemont transmitters, telecommunications equipment, field radio telemetry and associated frequencies and licenses, pressure transmitters and central processing equipment that is used primarily in connection with the ownership or
operation of the Properties), equipment, fixtues, fuitue (other than furnitue located in the

Anchorage offce), and improvements and other appurenances, on or to, the Properties, insofar
as they are used or were obtained in connection with the ownership, operation, maintenance or

repair of the Properties or relate to the production, treatment, sale, or disposal of Oil and Gas
produced from the Properties or attbutable thereto.

1.91 Third Party. A Person other than Buyer and its Affiliates or Sellers and their
Affiliates.
1.92 Title Defect. (i) Any mortgage, deed of

trust, lien, Encwnbrance, Claim, royalty,

obligation, or third pary interest with respect to any Alaska Interest, other than those expressly

agreed in writing by Sellers to be eliminated in connection with the Alaska Interests Closing

674/023353-0033 1045194.19

-13-

pursuant to the "Liens" disclosure on Exhibit A, and (ii) any expiration, termination or cancellation of Sellers' rights to any Alaska Interest.
1.93 Transaction Documents. Defined in Section 18.1.
1.94 Units. All rights in any pooled or unitized or communitizeCl acreage by virtue of

the Lands being a par thereof, as described on Exhibit A.

1.95 WARN Act. Defined in Section 13.2.


1.96 Well or Wells. All well bores, both abandoned and unabandoned, including Oil

wells, Gas wells, injection wells, disposal wells and water wells associated with the Properties, including wells drilled after the Execution Date.
ARTICLE

PURCHASE AND SALE


2.1 Interests. Sellers agree to sell the Alaska Interests to Buyer, and Buyer agrees to

buy the Alaska Interests from Sellers, for the consideration recited in and subject to the terms of this Agreement.

2.2 Assumption. From and after the Alaska Interests Closing, but effective as of the Effective Time, Buyer shall assume and be responsible for all Assumed Liabilities, all on the terms more specifically provided in this Agreement. Buyer shall not acquire and shall have no liability pursuant to this Agreement with respect to the Excluded Liabilties.
ARTICLE 3
PURCHASE PRICE

3.1 Purchase Price. The total purchase price for the Alaska Interests wil be $2,250,000, subject to adjustment pursuant to Section 3.2 and Section 3.3 below (the "Alaska Interests Purchase Price"). For greater clarity, Buyer hereby acknowledges and agrees that notwithstanding anything to the contrary contained in Section 3.2, Section 3.3 or elsewhere in this Agreement, Sellers shall not be responsible for any costs, expenses, or Liabilities arising or accruing with respect to the Alaska Interests at any time afer entr of the Abandonment Order.
3.2 Increases in Alaska Interests Purchase Price. The Alaska Interests Purchase

Price will be increased by the following amounts:


(a) the amount of any costs and expenses, accounts payable and other

disbursements, including royalties, rentals, taffs, Propert Taxes or Production Taxes,

and penalties and interest, paid by Sellers with respect to periods at or afer the Effective
Time and fairly attbutable to Buyer pursuant to this Agreement, including any capital

expenditues permitted under this Agreement pursuant to Section 6.4(a)(iv)


(b) the ahount of all prepaid expenses, including Property Taxes, that are paid

by Sellers and fairly attributable to the Alaska Interests for the period of time on or after the Effective Time;

674/023353-0033
1045 i 94.i 9

-14-

(c) the amount of any taxes paid by Sellers pursuant to Article 11;

(d) the amount of all proceeds, receipts (including producing receipts, driling
receipts and constrction overhead receipts), reimbursements, credits, and income paid to

or received by Buyer, including proceeds from the sale of Oil and Gas, net of all
applicable Property Taxes and Production Taxes and royalties paid by Buyer, that are fairly attributable to Sellers pursuant to this Agreement; and
(e) the amount of

Sellers' RDI account assumed by Buyer that relates to post-

petition royalties.

3.3 Decreases in Alaska Interests Purchase Price. The Alaska Interests Purchase
Price wil be decreased by the following amounts:

(a) an amount equal to any costs and expenses, accounts payable and other

disbursements, including royalties, rentals, tariffs, Property Taxes or Production Taxes, and penalties and interest, that are paid by Buyer with respect to periods prior to the Effective Time and fairly attributable to Seller pursuant to this Agreement (excluding any Cure Amounts, which amounts are payable by Buyer pursuant to Section 6.1);

(b) the amount of all proceeds, receipts (including producing receipts, drilling
receipts and construction overhead receipts), reimbursements, credits, and income paid to

or received by Sellers, excluding proceeds from the sale of Oil and Gas, net of all
applicable Property Taxes, Production Taxes and royalties paid by Sellers with respect to periods from and after the Effective Time, that are fairly attbutable to Buyer pursuant to this Agreement; and

(c) the amount of any suspended post-petition royalties liability being


maintained by RDI and assumed by Buyer.

ARTICLE 4 BUYER'S REVIEW


4.1 Buyer's Review Before the Execution Date.
(a) Prior to the Execution Date, Sellers have made available to Buyer certain

data relating to the Alaska Interests and the Properties for Buyer's review. Buyer acknowledges that it thoroughly reviewed all of this material before Buyer submitted its offer to purchase the Alaska Interests and executed this Agreement. Buyer shall notify
Sellers in wrting if it wishes to review files or data in addition to those previously
provided, but Sellers' obligation to provide additional fies or data shall be limited to fies

and data that are reasonably available to it. SELLERS HAVE NO OBLIGATION TO PROVIDE ACCESS TO, AND BUYER WAIVES ALL CLAIMS TO INSPECT, SELLERS' INTERPRETIVE, PREDICTIVE, CONFIDENTIAL, PRIVATE, PROPRIETARY OR PRIVILEGED INFORMATION OR WORK PRODUCT

DISSEMINATION OF WHICH IS RESTRICTED BY APPLICABLE LAW OR CONTRACTS BETWEEN SELLERS AND ANY THIRD PARTY. Sellers have no
674/023353-0033 1045194.19

(INCLUDING PERSONNEL RECORDS), OR INFORMATION THE

-15-

obligation to provide any documents or any other information to Buyer that is available to

the general public, whether in the public records or from a Governental Entity on
request.
(b) By entering into this Agreement, Buyer acknowledges and represents that

it has reviewed and inspected the Alaska Interests (including the Tangible Assets) and the

Propert, in each case to its satisfaction to enable it to submit its offer to purchase the
Alaska Interests and to execute this Agreement, and that it is not entitled to a reduction in the Purchase Price, indemnification or any other recourse of any kind whatsoever against

Sellers or any of their respective Associated Paries with respect to any Title Defects.
Buyer has underten all appropriate inquiry to its satisfaction, and has made an informed

decision to acquire the Alaska Interests on the basis of its own investigations and without reliance on statements or investigations by any other Person, including Sellers, PERL and
their respective Associated Pares. Any Title Defect is hereby waived by Buyer and such

Title Defect will transfer with the affected Alaska Interest.

4.2 Abandonment Order. The Alaska Interests and the Contracts were included
among the Abandoned Assets and the Rejected Contracts. Buyer acknowledges that notwithstanding anything to the contrary contained in or incorporated by reference into this Agreement, as of the Execution Date Sellers are not owners, in control of, or operators of the Abandoned Assets and are not pary to the Rejected Contracts that were abandoned or rejected
pursuant to the Abandonment Order. Sellers expressly disclaim knowledge of and responsibility

for the status, condition and changes in status and condition of the Alaska Interests since the
entry of the Abandonment Order. Sellers have submitted to the Bankuptcy Court a motion
requesting that the Banptcy Court reconsider the Abandonment Order and ultimately vacate

the Abandonment Order to the extent required for consummation of the sale to Buyer of the

Alaska Interests pursuant to the terms of this Agreement. Buyer understands that if the Bankptcy Court is unwiling to vacate the Abandonment Order, then the Alaska Interests
Closing wil not occur.

4.3 Environmental Review. Prior to the Execution Date, Buyer and its Associated
Paries had opportunity to inspect and inventory (i) the Tangible Assets and the Properties with respect to environmental matters and (ii) Sellers' environmental records relating to the Tangible

Assets and the Property, and Buyer has conducted such reviews to its satisfaction.

4.4 Access to Assets and Properties. Buyer acknowledges that (i) prior to the
Execution Date, it has had the opportnity to inspect and inventory the condition of the Tangible
Assets and Properties to its satisfaction and (ii) there wil be no adjustment of

the Purchase Price

on the basis of the condition of the Tangible Assets or Properties. Buyer acknowledges that
certain of

the Tangible Assets observed durng Buyer's inspections may be or have been used or

replaced before the Alaska Interests Closing.


4.5 No Representation or Warranty of Accuracv; Disclaimer.
(a) Sellers make no representation or warranty whatsoever (express, statutory

or implied) and expressly disclaim all representations and waranties as to the accuracy or completeness of the files or any other information that they have provided to Buyer or

674/023353-0033 1045194.19

-16-

may provide to Buyer or that have been provided or may be provided by Sellers'
Associated Paries or other Persons. Conveyance of the Alaska Interests (including the

Tangible Assets) and the Properties shall be without representation or waranty whatsoever (express, statutory or implied) as to title, description, physical condition of
the Alaska Interests (including the Tangible Assets) or the Properties (including the

environmental condition), of the Alaska Interests (including the Tangible Assets and
Properties that are par of the Alaska Interests), quality, value, fitness for purpose,

merchantability or otherwise. Buyer shall satisfy itself prior to the Alaska Interests Closing, and at the Alaska Interests Closing wil be deemed to have satisfied itself
entirely as to the tye, condition, quality and extent of the property and property interests that comprise the Alaska Interests (including the Tangible Assets, the Properties and any other property or assets that are part of the Alaska Interests) being sold and conveyed to Buyer pursuant to this Agreement.

ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET (b) BUYER FORTH IN SECTION 16.1 OF THIS AGREEMENT, SELLERS HAVE NOT MADE, AND WILL NOT MAKE, ANY REPRESENTATION OR WARRTY WHATSOEVER (EXPRESS, IMPLIED OR STATUTORY) IN CONNECTION WITH THIS AGREEMENT OR THE TRASACTIONS CONTEMPLATED BY

IT, INCLUDING THE ACCURACY OR COMPLETENESS OF DATA,


INFORMATION OR MATERIALS FURNISHED AT ANY TIME TO BUYER OR ANY OF ITS ASSOCIATED PERSONS IN CONNECTION WITH THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) OR THE PROPERTIES, OR THE QUALITY OR QUANTITY OF OIL AND GAS RESERVES (IF ANY ATTRIBUTABLE TO THE ALASKA INTERESTS, OR THE ABILITY OF THE ALASKA INTERESTS TO PRODUCE OIL AND GAS. NONE OF SELLERS'

ASSOCIATED PARTIES (NOR CIPL OR AN OTHER PERSON) IS AUTHORIZED TO MAKE ANY WARRNTY OR REPRESENTATION ON
SELLERS' BEHALF. ALL DATA, INFORMATION AND OTHER MATERIALS
FURNISHED BY SELLERS ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY, AND RELIANCE ON OR USE OF THEM is AT BUYR'S SOLE RISK.

4.6 Acknowled2ments of Buver. By proceeding with the transactions contemplated


in this Agreement, Buyer shall be deemed to have acknowledged and admitted, that:
(a) Buyer has been given full opportunity to adequately inspect the Tangible

Assets and the Properties;


(b) Buyer is aware that the Tangible Assets and the Properties have been used

for the exploration, development, production, treating and transporting of Oil and Gas, and that physical changes to the environment may have occurred or wil occur as a result
of sueh use and that Sellers have disclosed, and Buyer is further aware, that there exists

the possibilty that there could have occured or wil occur from such use one or more releases of hazardous substances or releases of chemical substances into, or other
pollution or contamination of or into, the ambient air, seawater, surface water,

groundwater, soil, seabed or subsurface strata of any real property included in the
Properties and of contiguous or a series of contiguous, real properties not a part of the

674/023353-0033 1045194.19

-17-

Properties and that pursuant to Alaska Statute 46.03.780 Buyer may be liable to the State

of Alaska for damages based on the injuries to, including the death of, fish, animals,
vegetation, or the environment of the State of Alaska;
( c) Buyer has entered into this Agreement based solely on its own
investigation of the physical condition of the Tangible Assets and the Properties

(including the environmental condition of the Properties and the surounding

environment);

(d) Buyer acknowledges that at the Alaska Interests Closing it will acquire the Alaska Interests, including the Tangible Assets and the Properties, based solely on its own investigation of the physical or other condition thereof and assumes the risk that adverse conditions outside the scope of Sellers' representations and waranties set forth in

Section 16.1 may not be revealed by Buyer's own investigation. Buyer, with full knowledge of the foregoing and afer conducting the investigations and evaluations referenced in the immediately preceding sentence and elsewhere in this Agreement, is ACQUIRING THE ALASKA INTERESTS, INCLUDING THE TANGIBLE

ASSETS AND THE PROPERTY, ON AN "AS IS, WHERE is, WITH ALL
FAULTS" BASIS, and, Buyer, by acquiring the Alaska Interests on an "AS IS, WHERE IS, WITH ALL FA UL TS" basis, waives any other rights of indemnification, contrbution or recourse it may have against or from Sellers or any of their Associated Paries with respect to the condition of the Alaska Interests, including the environmental condition of
the Tangible Assets, the Properties and the surounding environment and any and all
damage to the Tangible Assets, the Properties and the surounding environment

(including as a result of volcanic activity or other acts of God). As part of Buyer's


agreement to purchase and accept the Alaska Interests "AS IS, WHERE IS, WITH ALL
F AUL TS" and not as a limitation on such agreement, except as specifically set forth in

this Agreement to the contrary, Buyer hereby unconditionally and irrevocably waives and releases any and all actual or potential rights Buyer might have against Sellers regarding

any form of waranty, express or implied, of any kind or type, relating to the Alaska
Interests, their improvements or the Property Conditions, and such waiver and release is absolute, complete, total and unlimited in every way. Except as specifically set fort in this Agreement to the contrar, such waiver and release includes a waiver and release of

express waranties, implied waranties, waranties of fitness for a particular use, waranties of merchantability, warranties of habitabilty, Strct Liability rights, and
claims of every kind and type, including claims regarding defects which might have been
discoverable, claims regarding defects which were not or are not discoverable,

environmental claims, environmental liability claims, and all other extant or later created or conceived of Strict Liability or Strct Liability type claims and rights;
(e) In connection with the waivers, releases and limitations of liability set fort in this Agreement (including in Article 14), Buyer expressly waives any rights
under Section 1542 of

the California Civil Code, which provides:

"A general release does not extend to claims which the


creditor does not know or suspect to exist in his favor at the

674/023353-0033 1045194.19

-18-

time of executing the release which if known by him must have materially affected his settlement with the debtor."

Buyer has been advised by its legal counsel as to the significance of this waiver of Section 1542 relating to unkown, unsuspected and concealed Claims, and Buyer
acknowledges that it fully understands and agrees to such waiver;
(f) Buyer hereby agrees, represents and warrants that the matters released,

waived, and limited herein are not limited to matters which are known or disclosed. In this connection and to the extent permitted by law, including the decision of the Alaska Supreme Court in Wit v. Watkins, 579 P.2d 1065 (Alaska 1978), Buyer hereby agrees,
represents and warants that Buyer realizes and acknowledges that factual matters now

unkown to it may have given or may hereafter give rise to causes of action, claims,
demands, debts, controversies, damages, costs, losses, and expenses which are presently

unkown, unanticipated and unsuspected, and Buyer fuher agrees, represents and
warants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge

and acquit Sellers from any such unown causes of action, claims, demands, debt,
controversies, damages, costs, losses and expenses which might in any which way be included in the waivers and matters released as set fort in this Agreement; and
(g) Without limiting clauses (d) and (e) above, Buyer expressly acknowledges

the following specific disclaimers:


(i) Buyer has made its own estimates of prospective data such as

future Oil and Gas production rates, value of exploration prospects, operating costs and Abandonment Obligations, based on Buyer's own abilties and skils to explore, produce, operate, and abandon the Properties and the Alaska Interests
and is not relying on Sellers' own estimates of such data.
(ii) NORM.

The Properties may contain asbestos, hazardous substances or

(iii) Portions of the Properties and the Alaska Interests are or may be

located in a "Wetland" as defined in the "Federal Manual for Determining

Jurisdictional Wetland" or Applicable Laws.


(iv) Portions of the Properties and the Alaska Interests are or may be

located in a "Flood Zone" as defined by the U.S. Federal Emergency Management Administration or other Governental Entities.
(v) Sellers do not represent or warrant that ownership, use, operation,

maintenance, improvement or abandonment of any intellectual propert rights


included within the Alaska Interests or owned or held by CIPL would not infinge any patent, copyright, trademark or trade secret rights of any Person.

674/023353-0033 1045194.19

-19-

By initialing where indicated below, Buyer speificaly agree to the foregoing


acknowledgements, disclaimers an releaes in this Section 4.6.

BUYER l? /1,
.- (1nitials)

4.7 Independent Evaluation. Buyer has made an independent evaluation of the


Alaska Interests (including the Tangible Assets) and the Propertes, and acknowledges that
Sellers have made no statements or representations concerning the present or futue value of the

anticipated income, costs or profits, if any, to be derived from the Properies or the Alaska
Interests (including the Tangible Assets), or the quantity and quality of any Oil and Gas or other

minerals, if any, that may be produe from the Alaska Interests and the Properes, and that

SELLERS DO NOT IMPLlEDLY OR EXPRESSLY WART ANY DESCRIION, TITLE, VALUE, QUALITY OR PHYSICAL CONDITION OF THE ALASKA
INTERESTS (ICLUDING THE TANGIBLE ASSETS) OR THE PROPERTIES (ICLUDING, WITHOUT LIMITATION, THE ENVIRONMNTAL CONDITION OF THE PROPERTIES), MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF

THE ALASKA INTERETS (INCLUDING THE TANGIBLE ASSETS) OR


PROPERTIES, OR OTHER PERSONAL PROPERTY OR FIXTURS LOCATED THEREON OR USED IN CONNECTION THEREWITH. Buyer fuher acknowledges that,
in enterng into this Agreement, it has relied solely upon its independent examination of the

Alaska Interests (including the Tangible Assets and the Propertes) and the public records
relating to the Alaska Interests (including thc Tangible Assets and the Propertes) and its

indepndent estimates, computations, evaluations, reports, and studies based thereon. Buyer
acknowledges that it has madc such investigation of the Proper Conditions as Buycr deems

adequate, and shall rely solely upon its own investigation of such conditions and not upon any statement or opinion by Sellcrs or any Associatcd Pary of Sellers or any Third Pary. Except for representations in Section 16.1, Sellers shall not be responsible for any innocent or negligent

ttsrepresentation or failure to investigate the Alaska Interests on the par of Sellers, any
Associated Pary of

Sellers or any Third Pary.

4.8 Buver's Confidentialty Oblieations.


(a) Except as set fort in Secion 18;8. Buyer wl keep confidential all

infonnation concering the Alaska Interests (including the Tangible Assets), as set forth in the Confidentiality Agreeent.
(b) In the event of terination of (his Agreement, Buyer shall promptly, and
in any event withi five days of such termination, (i) retur to Seller all documentation

or other information concernng the Alaska Interests or otherwise puruant to or in


connection with this Agreement, that it obtained frm Sellers or any Associated Pary of
Seller or CIPL, (ii) destry all of its work paper and anlyses that incorporate the

infonnation, and (ii) be subject to these confidentiality obligations for five yea afer the

Executon Date, all in accordance with the Confdentiaity Agreement. However, if the Alaska Interes Closing occurs, then Buyer's confdentiality obligations under ths

Section 4.8 with respect to the Alaska Intersts will not surve the Alaska Interests
Closing.

674/023353-031
1045194.

-20-

ARTICLE 5 DESCRIPTION AND OTHER ERRORS

If either Pary determines, either before or within 30 days after the Alaska Interests Closing, that the description of an Alaska Interest is incorrect or that certain Alaska Interests
were erroneously included in or erroneously excluded from the respective definitions thereof,

other sales information or any conveyancing instrents, then Sellers and Buyer shall meet and use their respective commercially reasonable efforts to resolve the error without need of fuer consideration, and shall, as applicable, execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, such other instruents of conveyance and take
such other actions as either Pary reasonably may request in connection therewith. If the Parties canot resolve any such purported error within 15 days of the commencement of negotiations,

then the issue wil be submitted to the Banptcy Court for resolution.

ARTICLE 6 CERTAIN COVENANTS BETWEEN EXECUTION DATE AND CLOSING


6.1 Assumption of Contracts and Leases: Payment of Cure Amounts.
(a) Sellers and Buyer recognize that the list of Contracts set forth on
Exhibit B may not be complete, and agree to cooperate in the continuing evaluation of

the

contracts, leases and other documents of Sellers that affect the Alaska Interests to determine the complete list of Contracts. Seller retains the right to edit or modify
Exhibit A with the advise and consent of Buyer and regulatory agencies at any time prior to the Alaska Interests Closing in order to facilitate timely submission and approval of Lease and overriding royalty interest assignments. If and to the extent the parties agree prior to the Closing that additional oil, gas and mineral leases, assignments, subleases,
farout agreements, unit agreements, joint operating agreements, pooling agreements,

letter agreements, easements, rights-of-way, gathering and transportation agreements, obligations and other agreements, in each case to the extent that Sellers are paries (or as such agreements are otherwise binding upon Sellers) and that concern or pertain to the Alaska Interests (each of the foregoing, but expressly excluding any agreement that constitutes an Excluded Item, a "Related Agreement" and collectively, the "Related Agreements") should expressly be assigned to and assumed by Buyer, the paries shall list such Related Agreements on Schedule 5, and such Related Agreements shall be treated in the same maner as are Contracts under this Agreement. Obligations due to the counterparty of any Contract or Lease as to which Contract or Lease the Sale Order

authorizes assignment to Buyer, as determined by the Banptcy Court pursuant to


Section 365 of the Banptcy Code, including without limitation all amounts set forth in

Schedule 1 ("Cure Amounts"), shall be paid by Buyer to Sellers at the Alaska Interests Closing. Except for their obligation to remit Cure Amounts pursuant to Section 6.1 (c), Sellers shall have no liability for Cure Amounts.
(b) At the Alaska Interests Closing and to the extent approved by the Sale

Order, the Paries wil execute and deliver all documents necessary for Buyer to assume the Contracts and Leases, and Buyer shall assume all of Sellers' obligations and liabilities

674/023353-0033 1045194.19

-21-

under the Contracts and Leases. Buyer's obligations shall apply to all Contracts, whether

or not recorded.
(c) At or as soon as practicable following the Alaska Interests Closing, to the

extent not previously remitted to counterparies, Sellers shall remit directly to each
counterpary as set forth in Schedule 1 all Cure Amounts paid by Buyer to Sellers.
(d) (i) To the extent any of the Contracts or Leases constitutes an executory the Banruptcy Code, such Contracts

contract or an unexpired lease under Section 365 of

or Leases shall be deemed assumed by the applicable Seller and assigned by such Seller
to Buyer pursuant to Section 365 of the Banptcy Code; and (ii) to the extent any of

the

Contracts or Leases do not constitute an executory contract or unexpired lease subject to

assumption and assignent under Section 365 of the Banptcy Code, then the rights
and obligations under such Contract or Lease shall be transferred to Buyer as par of the sale of the Alaska Interests with such rights and obligations being expressly assumed by
Buyer.
6.2 Third Part Notifications and Regulatory Approvals for the Alaska Interests.

(a) Buyer acknowledges that the sale of the Alaska Interests may require the
providing of notice to, and Consent of, lessors, joint interest owners, farmors, sublessors, assignors, grantors, paries to agreements, Governental Entities having jurisdiction
(including a borough, municipality, city, or vilage in the State of Alaska, the State of

Alaska, Deparent of Natural Resources, Division of Oil & Gas, the United States
Bureau of Land Management, the Regulatory Commission of Alaska, the United States
Environmental Protection Agency, the Alaska Oil and Gas Conservation Commission,

the United States Deparent of the Interior, Bureau of Indian Affairs, the Federal Communications Commssion, the State of Alaska, Department of Natural Resources, Mental Health Trust Land Offce and the Regulatory Commission of Alaska), or any other Third Pary.

(b) Buyer acknowledges that it is and shall be solely responsible for obtaining all Consents applicable to the sale of the Alaska Interests from any Governental Entities having jursdiction (including a borough, municipality, city, or vilage in the State of Natual Resources, Division of Oil & Gas, the Alaska, the State of Alaska, Deparment of United States Bureau of Land Management, the Regulatory Commission of Alaska, the United States Environmental Protection Agency, the Alaska Oil and Gas Conservation Commission, the United States Departent of the Interior, Bureau of Indian Affairs, the
Federal Communications Commission, the State of Alaska, Deparent of Natural

Resources, Mental Health Trust Land Offce and the Regulatory Commission of Alaska).

At least one Business Day prior to the hearng at which the Sale Order is anticipated to be conditionally approved, Buyer shall fuish Sellers with copies, or other acceptable proof,
of

the granting or receipt of(l) Buyer's qualification to do business in Alaska as reflected

by a Deparment of Commerce Good Standing Certificate, (2) Buyer's qualification certificate or card; incumbency certificate, contact list and Power of Attorney from the

Deparment of Natural Resources; (3) Buyer's completed Mental Health Trust

674/023353-0033 1045194.19

-22-

Questionnaire as required by the Trust Lands Office; (4) Buyer's qualification certificate
or card from the Bureau of

Land Management; and (5) the Successor Operator ApprovaL.

(c) If Buyer does not furnsh Sellers with all Consents applicable to the sale of

the Alaska Interests from any Governental Entities having jursdiction (including a
borough, municipality, city, or vilage in the State of Alaska, the State of Alaska,

Deparment of Natural Resources, Division of Oil & Gas, the United States Bureau of

Land Management, the Regulatory Commission of Alaska, the United States


Environmental Protection Agency, the Alaska Oil and Gas Conservation Commission, and State of Alaska, Deparment of Natural Resources, Mental Health Trust Land Offce) at least one Business Day prior to the hearing at which the Sale Order is anticipated to conditionally approved, then Sellers may, at their option, elect to (i) delay the Alaska Interests Closing as to any or all of the Alaska Interests, with no charge to either Pary for the delay, to permit Buyer to obtain the Consents; or (ii) waive the condition set forth in Section 7.3(c) and proceed with the Alaska Interests Closing without all Consents.
(d) Sellers shall reasonably cooperate with Buyer at Buyer's expense II

obtaining all Consents.

6.3 Payment of Deposit and Sel!rel!ation of Alaska Interests Purchase Price.


(a) Prior to Buyer's execution of this Agreement, Buyer caused $250,000 to

be deposited into an account for the benefit of Sellers, to serve as a deposit with respect to the Alaska Interests Purchase Price ("Alaska Interests Deposit"). The Alaska Interests

Deposit is non-refundable except as specifically set forth in the Deposit Agreement


between PEAO and Buyer. At the Alaska Interests Closing, the Alaska Interests Deposit shall be applied to the PrelI1inar Alaska Interests Purchase Price.

(b) No later than 1 :00 p.m. Pacific time on the Business Day prior to the
hearng at which the Sale Order is anticipated to be approved, Buyer wil (x) cause to be deposited into Buyer's attorney's trust account immediately available U.S. dollars equal to the difference between (i) the sum of the Alaska Interests Purchase Price and the Cure Amounts and (ii) the Alaska Interests Deposit, and (y) provide Sellers with written evidence of such deposit having been made. Such funds shall remain in the trust account until transferred to Sellers at the Alaska Interests Closing or until termination of this Agreement pursuant to Article 9.
6.4 Conduct of Business Pendinl! the Alaska Interests Closinl!.
(a) Subject in all respects to the requirements and restrictions of, or as may

result from or relate to, the Banptcy Case and orders entered therein, the Credit
Agreements, or specific terms of either this Agreement or that certin letter agreement
dated November 5, 2009, as amended on or about the date of this Agreement, between

PERL, on the one hand, and Donkel Oil & Gas, LLC and Daniel K. Donkel, on the other hand (which letter agreement is proposed to be attached as Exhibit A to the Sale Order), from the Execution Date to the Alaska Interests Closing Date, except as provided herein

674/023353-0033 1045194.19

-23-

or as otherwise consented to in writing by Buyer, Sellers, on a joint and several basis,

wil:
(i) not act in any maner with respect to the Properties other than in

the normal, usual and customar maner, consistent with prior practice (including

paying or causing to be paid all associated costs and expenses, and meant to
preserve intact the business and Properties and associated goodwill);
(ii) except as referenced in Exhibit A, not dispose of or relinquish any of the Properties (other than sales of Oil and Gas in the ordinary course; the
disposition of used, surlus or obsolete Tangible Assets; relinquishment resulting

from the expiration of a non-producing Lease; and the abandonment of a Lease not operated by Sellers or their Affiliated Parties);

(iii) not waive, compromise or settle, or violate, breach or default


under, any material right or Claim included in the Properties;
(iv) not make or enter into an agreement to make, terminate or amend

an agreement for capital expenditures or workover expenditures with respect to the Properties, except as required by Applicable Law or when required by an emergency when there shall have been insufficient time to obtain advance consent

(provided, that Sellers wil promptly notify Buyer of any such emergency
expenditures);
(v) not incur Liabilities with respect to the Properties for which Buyer

would be responsible after the Alaska Interests Closing, other than transactions in the normal, usual and customar maner, of a nature and in an amount consistent with past practices employed by Sellers with respect to the Properties;
(vi) not take any affirmative action that would result in any of the

Properties becoming subject to any new encumbrances;

(vii) not cancel any financial indebtedness owed to Sellers that is fairly attributable to the Properties for the period of time on or after the Effective Time, except for indebtedness owed from any Affliate of Sellers to Sellers;
(viii) not, except as otherwse provided in this Agreement, amend or

terminate, or violate, breach, or default under, any Contract;


(ix) use commercially reasonable efforts to preserve relationships with

each Third Pary having material business dealings with respect to the Properties;
(x) pay all taxes and assessments with respect to the Properties that

become due and payable prior to the Effective Time; and


(xi)

comply in all material respects with all Applicable Laws.

674/023353-0033 1045194.19

-24-

(b) Notwithstanding anything in Section6.4(a) or elsewhere in this

Agreement to the contrary, from and after the Execution Date, neither Seller shall have any obligation to repair or otherwise perform maintenance on any Tangible Assets.
6.5 Sale Procedures. The sale procedures regarding the transactions contemplated by this Agreement wil be governed by the Sale Order and any other applicable orders entered by

the Banptcy Cour.


ARTICLE 7
ALASKA INTERESTS CLOSING
7.1 Alaska Interests Closing Date. Subject to the satisfaction of all of the conditions
precedent to closing set forth in this Aricle 7, the purchase and sale of the Alaska Interests

contemplated by this Agreement (the "Alaska Interests Closing") shall take place at 611 Anton Boulevard, 14th Floor, Costa Mesa, California, on the date that the Sale Order becomes effective ("Alaska Interests Closing Date"); provided, however, that the Alaska Interests Closing shall in the Effective Time. any event be effective as of
7.2 Closing Obligations; Deliveries. At the Alaska Interests Closing the following
shall occur:

(a) Certificate of Buver. Buyer shall deliver to Sellers a certificate in form


and substance satisfactory to Sellers, effective as of the Alaska Interests Closing Date and

executed by Buyer's duly authorized offcer, certifying as to (i) Buyer's


acknowledgement and agreement to the acknowledgements, disclaimers and releases set forth in Section 4.6, (ii) compliance with the conditions set fort in Section 7.3 and (ii)

the incumbency and specimen signature of each offcer of Buyer executing this
Agreement and the other Transaction Documents to which Buyer is or is intended to be a

pary.
(b) Certificate of Sellers. Each Seller shall deliver to Buyer a certificate in

form and substance satisfactory to Buyer, effective as of the Alaska Interests Closing
Date and executed by such Sellers' duly authorized officer, certifying as to (i) compliance

with the conditions set forth in Section 7.4(a), and (ii) the incumbency and specimen

signature of each officer of such Seller executing this Agreement and the other
Transaction Documents to which such Seller is or is intended to be a pary.
(c) Assie:nment and Bil of Sale. Sellers and Buyer shall execute and deliver

counterpars of the Assignment and Bill of Sale. The Assignment and Bil of Sale, when delivered at the Alaska Interests Closing, shall be effective as of the Effective Time, be

without waranty of any kind (e.g., title, fitness, condition), and shall restate (or incorporate by reference) the indemnities, releases and waivers contained in this
Agreement.
(i) Exhibit A to this Agreement states Sellers' interest in the Alaska

Interests, to the best of Sellers' knowledge and belief. The Assignent and Bil of Sale shall not, however, state or warant the interests in the Alaska Interests
assigned to Buyer.
674/023353-0033 1045194.19

-25-

(ii) The Paries shall execute and acknowledge any such other

instruments reasonably necessary to effectuate the conveyance of the Alaska


Interests to Buyer, including without limitation, separate instrments on any

officially approved form for the assignment of the Leases and for each Lease, Easement, franchise, license or similar interest issued by a Governental Entity.
(d) Letters in Lieu. Sellers shall prepare and the Paries shall execute letters-

in-lieu-of-transfer orders (or other instrents) to give notice of the transactions


hereunder to remitters of proceeds from the sale of Oil and Gas production from the
Alaska Interests.
(e) Consents. Buyer shall deliver to Sellers evidence reasonably satisfactory
to Sellers that Buyer has obtained all required Consents required under Section 6.2

related to the sale of the Alaska Interests.

(f) Financial Security. Buyer shall deliver to Sellers evidence satisfactory to


Sellers of Buyer's ability to perform fully its financial obligations under this Agreement, together with evidence satisfactory to Sellers that Buyer has otherwise satisfied all requirements of Applicable Law with respect to transfer of ownership and operatorship of the Alaska Interests.
(g) Payment of Purchase Price and Cure Amounts. Buyer will pay to

Sellers an amount equal to the sum of the Preliminar Alaska Interests Purchase Price
and the Cure Amounts, by wire transfer of immediately available fuds to an account or accounts specified by Sellers.

Foreign Affidavit in substantially the form attached hereto as Exhibit D.

(h) Non-Foreien Affdavit. PEAO shall execute and deliver to Buyer a Non-

evidence reasonably satisfactory to Sellers that Buyer has complied with the requirements

(i) Chanee of Ownership Documentation. Buyer shall deliver to Sellers

of all Applicable Laws relating to the transfer of ownership of the Alaska Interests,
including those regarding the assumption of responsibilty for the Abandonment

Obligations, and each other platform and facility that is included in the applicable Alaska
Interests or located on the Property.

(j) Other Documents. The Paries shall execute and deliver other documents reasonably required to close the sale of the Alaska Interests and implement the related
terms of this Agreement, including assignents, deeds, assumption agreements,
additional bils of sale and the like, as well as instrents m,cessary under operating

agreements, plans of unitization and Applicable Laws affecting the Alaska Interests to transfer the Alaska Interests and related obligations from Sellers to Buyer.

(k) Delivery of Possession. Sellers shall deliver possession of the Tangible Assets to Buyer at Buyer's expense as soon as practicable after the Alaska Interests
Closing Date.

674/023353-0033 1045194.19

-26-

(I) Conveyance of Overridinf! Royalty Interest. Sellers shall cause:

(A) PERL to grant, transfer, assign, convey, execute and deliver to


Donkel Oil & Gas, LLC in accordance with 11 AAC 82.605(b) and applicable federal regulations, a portion of that certain overriding royalty interest cared out of each Alaska Interest listed on Schedule 6(i) and (ii (collectively, "PERL ORR"), previously conveyed to SPCP Group Alaska LLC pursuant to that Conveyance of Overrding Royalty Interest dated effective January 1, 2007 and being assigned to PERL pursuant to

that Conveyance of Overrding Royalty Interest dated on or about the date of this
Agreement; and

(B) PEAO to grant, transfer, assign, convey, execute and deliver to


Donkel Oil & Gas, LLC in accordance with 11 AAC 82.605(b) and applicable federal regulations, a portion of that certain overriding royalty interest previously carved out of each Alaska Interest listed on Schedule 6(iii ("PEAO ORRI"); and

(C) PERL or PEAO, as appropriate, to prepare and, upon request of


Sellers, to execute and acknowledge any instruments reasonably necessar to effectuate

such conveyance and assignment, and reasonably acceptable to Donkel Oil & Gas, LLC
to cary out the intent of Section 7.2(1) and 7.30), for the assignment of such overriding

royalty interests, in the percentages as follows:


(i) a one-half of one percent overriding royalty interest on PEAO's

working interest in any and all producing oil and gas leases being acquired by Buyer in Alaska under this Agreement, as more fully described and as set forth in
Schedule 6(i) and in the subject transfer document provided for in Section 7.3(i);
(ii) a one percent overriding royalty interest on PEAO's working

interest in any and all exploration oil and gas leases being acquired by Buyer in Alaska under this Agreement, as more fully described and set forth in Schedule 6(ii) and in the subject transfer document provided for in Section 7.3(1; and
(iii) a five-tenths of one percent overrding royalty interest owned by

PEAO on each of the leases that constitute the Cosmopolitan Unit and Falls Creek, and are being acquired by Buyer under this Agreement, as more fully
described and set forth in Schedule 6(iii and in the subject transfer document
provided for in Section 7.3

(i.

Such PERL ORRI in (i) and (ii) above and the ORR Hydrocarbons shall be free and
clear of (a) all taxes of any kind (including without limitation ad valorem or propert
taxes), (b) all costs and expenses associated with acquiring, exploring, developing,

maintaining, producing, operating, reworking, recompleting, and remediating the Alaska Interests, ( c) all royalties, overrding royalties, production payments, and similar charges burdening the Alaska Interests, and (d) all costs for separating, gathering, compressing, treating, dehydrating, processing or marketing ORR Hydrocarbons or of transporting ORR Hydrocarbons to the point of sale in a condition to meet pipeline or transporter specifications and qualifications, except that costs of sale and costs of transportation by

674/023353-0033 1045194.19

-27-

third pares including Cook Inlet Pipe Line Company, or any successor, and by any

purchaser of hydrocarbons, arising at or after the Effective Time, shall be allowable


deductions in computing the PERL ORR.

Such PERL ORR in (i) and (ii) above shall not apply to any oil, gas or other minerals that are unavoidably lost in the production thereof or in the compression or transportation

of hydrocarbons prior to the applicable point of sale or which are used by Buyer as
working interest owner or the operator of any Well for the production of hydrocarbons or for the compression or transportation thereof prior to the applicable point of sale, in each
case only to the extent the same are lost or used in the course of operations which are

being conducted prudently and in a good and workmanlike manner.

Notwithstanding any provision of this Agreement to the contrary, such PEAO ORR in (iii) above shall be subject to the terms of that certain Asset Sales Agreement between

Forest Alaska Operating LLC and Pioneer Natural Resources Alaska, Inc. dated
Operating LLC and Pioneer Natual Resources Alaska, Inc. dated February 16, 2007.

Februar 14,2007 and that certain Overriding Royalty Agreement between Forest Alaska

It is understood that pursuant to paragraph 31 of the Sale Order, in connection with the conveyance of overriding royalty interests to Donkel Oil & Gas, LLC pursuant to this Section 7.2(1), so long as such conveyances do not constitute an initial separation from the working interest, the State of Alaska shall take no action in accordance with 11 AAC 82.605(b) only with respect to such conveyances.
7.3 Sellers' Conditions. The obligations of Sellers to be performed at the Alaska

Interests Closing are subject to the satisfaction or waiver in wrting by Sellers at or prior to the Alaska Interests Closing, of the following conditions (it being understood that Sellers may not waive Buyer's compliance with Section 7.3(j)) :
(a) Representations True; Performance of Obli2ations. All representations

and waranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Alaska Interests Closing as if such representations and waranties were
made at and as of the Alaska Interests Closing, and Buyer shall have performed and

satisfied in all material respects all obligations required by this Agreement to be


pedormed and satisfied by it at or prior to the Alaska Interests Closing.

threatened before any cour or Governental Entity seeking to restrain, prohibit, or


declare illegal, or seeking substantial damages in connection with, the sale of the Alaska Interests or related transactions contemplated by the Agreement. Without limiting the generality of the foregoing, the pending appeal of Donkel Oil & Gas, LLC and Daniel K.

(b) No Pendin2 Suits. No suit or other proceeding shall be pending or

Donkel (District Cour Case No. 09-cv-00740-JJF, Docket No.7) shall have been
dismissed in its entirety with prejudice, effective as of the Alaska Interests Closing.

Donkel Oil & Gas, LLC, Danel K. Donkel, and Sellers or their affiliates, as appropriate, shall have provided to Rutan & Tucker, LLP, no later than 8:00 a.m. Pacific time on the first Business Day following conditional entry of the Sale Order, an originally executed

stipulation for entry of an order dismissing the appeal referenced in the preceding

674/023353-0033 1045194.19

-28-

sentence, with the understanding that Rutan & Tucker, LLP would deliver such stipulation to Sellers' banptcy counsel for fiing in the appropriate cour immediately
following the satisfaction or waiver of all conditions to the Alaska Interests Closing other than the effectiveness of the fied conditional Sale Order.

(c) Consents. Each Consent related to the Alaska Interests required under
Section 6.2(b) shall have been obtained and shall be in full force and effect.

(d) Insurance. No later than the Business Day prior to the Alaska Interests Closing Date, Sellers shall have received certificates, dated as of a date no more than five

days prior to such date, from Buyer's insurers certifying that (i) Buyer has purchased
insurance (on a claims made basis) covering Buyer's ownership and operation of the

Tangible Assets and Propert in such amounts, and with such deductibles and limits, as is commercially reasonable and (ii) such insurance will be in full force and effect as of the Alaska Interests Closing Date.
(e) Chanl!e of Ownership and Operatorship. Buyer shall have obtained all
regulatory approvals and permits and satisfied all requirements of financial security to own and operate the Alaska Interests.

(f) Additional Documents. Buyer shall have delivered or provided to Sellers


all contracts, information, approvals, documents and instrments (i) required to be delivered or provided by Buyer pursuant to this Agreement prior to the Alaska Interests Closing or (ii) as Sellers may have reasonably requested.

issued the Sale Order in a form reasonably acceptable to the parties, and the Sale Order
shall not have been reversed, stayed or vacated and (ii) vacated the Abandonment Order to the extent required for consummation of the sale to Buyer of the Alaska Interests, it being understood that effectiveness of the Sale Order would be conditioned upon the

(g) Bankruptcy Court Approval. The Bankptcy Cour shall have (i)

entry of an order dismissing the appeal of Donkel Oil & Gas, LLC and Daniel K. Donkel

(District Cour Case No. 09-cv-00740-JJF, Docket No.7) as more fully described in
Section 7.3(b).

(h) Actions. Buyer shall have taken all actions described in Section 7.2 as
being required of

Buyer.

(i) Amounts.

Payment of Cure Amounts. Buyer shall have paid to Sellers all Cure

than the day after the conditional Sale Order is entered by the Banptcy Court but in no event later than at the Alaska Interests Closing, Sellers shall have delivered or caused to be delivered to Rutan & Tucker, LLP, counsel to Sellers, at the address for such counsel

(j) PERL and PEAO ORR Conveyances. To the extent possible, no later

listed in Article 17, any and all original duly executed and notaized conveyance of
overrding royalty interest or assignment documents pursuant to 11 AAC 82.605(b) and applicable federal regulations from PERL deemed necessary by Sellers to implement and effect the PERL ORRI and PEAO ORRI conveyances required pursuant to Section 7.2(1
674/023353-0033 1045194.19

-29-

on customarily accepted forms and reasonably acceptable to Donke! Oil & Gas, LLC to
car out the intent and purose of Section 7.2(1 and Section 703(I. It is understood and

agreed that Sellers would instruct Rutan & Tucker, LLP to send such documents to Donkel Oil & Gas, LLC upon the effectiveness of the Alaska Interests Closing, for recordation by Donkel Oil & Gas, LLC in the appropriate Alaska recording distrcts. If this Agreement is terminated prior to the Alaska Interests Closing, it is understood and
agreed that such original conveyance and assignment documents would be destroyed. by

or at the direction of Sellers. It is understood that pursuant to paragraph 31 of the Sale Order, in connection with the conveyance of overriding royalty interests to Donkel Oil & Gas, LLC pursuant to Section 7.2(1, as referenced in this Section 7.3(i, so long as such conveyances do not constitute an initial separation from the working interest, the State of Alaska shall take no action in accordance with 11 AAC 82.605(b) only with respect to
such conveyances.
7.4 Buver's Conditions. The obligations of Buyer to be pedormed at the Alaska

Interests Closing are subject to the satisfaction or waiver in writing by Buyer at or prior to the Alaska Interests Closing, of the following conditions:
(a) Representations True; Performance of Obligations All representations

and waranties of Sellers contained in this Agreement regarding the Alaska Interests shall
be true in all material respects at and as of the Alaska Interests Closing as if such

representations and waranties were made at and as of the Closing, and Sellers shall have pedormed and satisfied in all material respects all obligations required by this Agreement to be pedormed and satisfied by them at or prior to the Alaska Interests Closing.

threatened before any cour or Governental Entity seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the sale of the Alaska Interests or related transactions contemplated by the Agreement. Without limiting the generality of the foregoing, the pending appeal of Donkel Oil & Gas, LLC and Daniel K.

(b) No Pending Suits. No suit or other proceeding shall be pending or

Donkel (District Cour Case No. 09-cv-00740-JJF, Docket No.7) shall have been
dismissed in its entirety with prejudice, effective as of the Effective Time.

(c) Bankruptcv Court Approval. The Banptcy Cour shall have (i)
issued the Sale Order in a form reasonably acceptable to the paries, and the Sale Order

shall not have been reversed, stayed or vacated and (ii) vacated the Abandonment Order to the extent required for consummation of the sale to Buyer of the Alaska Interests, it being understood that the effectiveness of the Sale Order would be conditioned upon the entry of an order dismissing the appeal of Donkel Oil & Gas, LLC and Daniel K. Donkel (District Court Case No. 09-cv-00740-JJF, Docket No.7) as more fully described in
Section 7.3(b).

(d) Actions. Sellers shall have taken all actions described in Section 7.2 as
being required of Sellers.

674/023353-0033 1045194.19

-30-

ARTICLE 8 FINANCIAL ABILITY


No later than Buyer's execution of this Agreement, Buyer shall provide evidence

satisfactory to Sellers that Buyer has cash immediately available at Closing and/or a binding

commitment letter from a fuding source capable of fulfillng the commitment to provide cash to timely satisfy Buyer's obligations hereunder.

ARTICLE 9 TERMNATION

9.1 Events of Termination. This Agreement may be terminated at any time prior to
the Alaska Interests Closing:
(a) by mutual wrtten consent of

Buyer and Sellers;

(b) by Sellers, if the Alaska Interests Closing has not occured on or before

December 10, 2009 though no fault of Buyer;


(c) by Sellers, if the Alaska Interests Closing has not occured on or before

December 10, 2009 due, in whole or in par, to Buyer's failure to perform any covenant or obligation contained in this Agreement that is required to be performed by such date Buyer); (including Buyer's failure to obtain any Consents that are the responsibility of
(d) by Sellers or Buyer, if the Banptcy Court does not enter an order

vacating the Abandonment Order to the extent necessary for consummation of the
transactions contemplated in this Agreement, or does not enter the Sale Order in a form reasonably acceptable to the paries and which becomes effective, in either case on or
before December 10, 2009;
(e) by Sellers, with wrtten notice to Buyer if there is a material violation or

breach by Buyer of any covenant, representation, waranty or obligation contained in this Agreement and such violation or breach has not been waived by Sellers or cured by Buyer within seven days after receipt of written notice thereof from Sellers; provided, however, that with respect to a violation of Buyer's financial ability covenant contaned

in Aricle 8, no notice shall be required and Sellers shall in their sole discretion be
permitted to terminate this Agreement immediately upon such violation without permitting Buyer the opportunity to cure; or

(f) by Buyer, with wrtten notice to Sellers if there is a material violation or


breach by Sellers of any covenant, representation, waranty or obligation contained in this

Agreement and such violation or breach has not been waived by Buyer or cured by
Sellers within seven days after receipt of wrtten notice thereof from Buyer.
9.2 Effect of

Termination.

(a) Liabilty. If this Agreement is termnated pursuant to Section 9.1, then

subject to Section 9.2(b), such termination shall be without liability to any Pary.

674/023353-0033 1045194.19

-31-

(b) Survival of Confidentialitv. Notwithstanding the termination of this

Agreement or any other provision of this Agreement to the contrary, the Confidentiality

Agreement shall remain in full force and effect.

ARTICLE 10 CERTAIN OBLIGATIONS AFTER ALASKA INTERESTS CLOSING


After the Alaska Interests Closing, Sellers and Buyer shall each take the following actions:

10.1 Filine and Recordine. Sellers wil decide which Pary wil fie or record the
conveyance documents in the appropriate governental records. The recording Pary wil
provide either the original or photocopies of the filed or recorded document, including the

recording data, as agreed to by the Paries, to the non-recording Pary. Buyer shall reimburse

Sellers for the filing, recording, and other reasonable fees that Sellers incur if Sellers file or
record the documents.

10.2 Copies. If originals or the last-remaining copies of any data or Records are
provided to Buyer, Sellers may have access to them at reasonable times and upon reasonable notice durng regular business hours for as long as any Alaska Interests are in effect afer the Effective Time (or until all of the Abandonment Obligations have been fully satisfied and discharged or a longer period if required by Applicable Law). Sellers may, durng this period and
at their expense, make copies of the data and records pursuant to a reasonable request. Without

limiting the generality of the two preceding sentences, for as long as any Alaska Interests are in effect after the Effective Time (or until all of the Abandonment Obligations have been fully satisfied and discharged or for a longer period if required by Applicable Law), Buyer may not
destroy or give up possession of any original or last-remaining copy of the data or Records

without first offering Sellers the opportunity, at Sellers' expense, to obtain the original or a copy. After this period expires, Buyer must offer to deliver the data and Records (or copies) to Sellers, at Sellers' expense, before giving up possession or destroying them.
10.3 Further Assurances. Buyer and Sellers each shall, from time to time after the Alaska Interests Closing and upon reasonable request from the other Parties, Donkel Oil & Gas, LLC and Daniel K. Donkel, execute, acknowledge and deliver in proper form any conveyance,

assignment, transfer or other instrent reasonably necessar to accomplish the sale of Alaska
Interests and related obligations contemplated by this Agreement (including the conveyances set forth in Section 7.2(1 and the correction of scrivener's errors in the preparation of documents delivered at the Alaska Interests Closing).

lOA Post-Closine Consents.


(a) If the Alaska Interests Closing occurs without all necessary Consents,

Buyer shall use its best efforts and proceed dilgently after the Alaska Interests Closing to obtain and promptly provide evidence of such Consents to Sellers.

(b) From and after the Effective Time, Buyer will be responsible for all
amounts due under any Contract, including the Related Agreements, related to all or any

674/023353-0033 1045194.19

-32-

(ii) plug, abandon, and if

necessar, reabandon each Well;

(iii) remove all equipment and facilities, including flowlines, pipelines,


and platforms;

(iv) close all pits; and

(v) restore and remediate the surface, subsurface, seabed and offshore

sites associated with the Tangible Assets and the Properties (all of the foregoing
in this Section io.7(a), "Abandonment Obligations").

(b) Buyer wil pay all costs and expenses associated with the obligations
assumed under Section 10.7(a). At least one Business Day prior to the Alaska Interests Closing Date, Buyer shall deliver documentation satisfactory to Sellers that Buyer has satisfied all necessary requirements and acquired all necessary approvals required by any Governental Entity or Third Pary in order to own and, where applicable, operate the
Alaska Interests. Upon consummation of the Alaska Interests Closing following delivery to Sellers of such satisfactory documentation of approvals as provided in the preceding
sentence, the cash fuds of Sellers posted to satisfy such performance obligations

identified on Schedule 3 shall be transferred to the appropriate account of such


Governental Entity or Third Pary on behalf of Buyer in order that Sellers shall have no further obligations under such performance obligations subsequent to the Effective Time.
In the alternative, if Buyer is required to provide

its own cash funds for any paricular performance obligation listed on Schedule 3, and Sellers receive a refund of Sellers' cash
fuds, then Sellers shall immediately remit such cash funds to Buyer, whether or not

Buyer's cash funds are of greater or lesser amount.


10.8 Preliminary Settlement Statement. Sellers wil prepare, in accordance with this

Agreement, a statement ("Preliminary Settlement Statement"), and deliver a copy to Buyer no


later than two days prior to the hearng at which the Sale Order is anticipated to be approved,

setting forth each adjustment to the Alaska Interests Purchase Price they anticipate to be
appropriate as of

the Alaska Interests Closing Date to determine the Preliminar Alaska Interests

Purchase Price and showing the calculation of such adjustments in accordance with Article 3.

Immediately upon receipt of the Preliminar Settlement Statement, Buyer wil review such
statement and provide written notice to Sellers of Buyer's objection, if any, to any item on the Preliminar Settlement Statement. Buyer's notice wil clearly identify the item(s) objected to and the reasons and support for the objection(s). The Paries shall attempt to agree on the amount of the Preliminar Alaska Interests Purchase Price to be paid at the Alaska Interests Closing no later than one Business Day prior to the hearng at which the Sale Order is anticipated to be conditionally approved. If the Paries do not agree by that date, the arithmetic average of Sellers' and Buyer's respective good faith estimates shall be used to determine the adjustments to the Buyer does not provide written objection(s) on or Preliminar Alaska Interests Purchase Price. If

before the Business Day prior to the hearng at which the Sale Order is anticipated to be
conditionally approved, then the Paries will treat the Preliminar Settlement Statement as

correct for purposes of determining the Preliminar Alaska Interests Purchase Price.

674/023353-0033 1045194.19

-34-

10.9 Final Settlement Statement.

(a) Determination of Final Alaska Interests Purchase Price. After the

Alaska Interests Closing, Sellers wil prepare, in accordance with this Agreement, a statement ("Final Settlement Statement"), and deliver a copy to Buyer no later than 30
days after the Alaska Interests Closing Date, setting fort its determination of each

adjustment to the Alaska Interests Purchase Price but excluding any amounts paid by the Paries under Section 10.10 and Section 10.11, and showing the calculation of such adjustments in accordance with Article 3. Buyer wil have five days after receipt of the Final Settlement Statement to review such statement and to provide written notice to Sellers of Buyer's objection to any item on the statement. Buyer's notice will clearly identify the item(s) objected to and the reasons and support for the objection(s). If Buyer
does not provide written objection(s) within the five-day period, the Paries wil treat the

Final Settlement Statement as correct and the Final Alaska Interests Purchase Price wil not be subject to fuher adjustment. If Buyer provides wrtten objection(s) within the five-day period, the Parties will treat the Final Settlement Statement as correct with respect to the items not objected to, and Buyer and Sellers wil meet to negotiate and resolve the objections within three days of Sellers' receipt of Buyer's objections. If the
Parties agree on all objections, the Paries wil treat the adjusted Final Settlement

Statement as agreed upon by the Parties as correct and the Final Alaska Interests
Purchase Price wil not be subject to furter adjustment. Any items not agreed to at the

end of such thee-day period may, upon either Sellers' or Buyer's wrtten request, be submitted to the Banptcy Cour for resolution.
Interests Purchase Price is more than the Preliminar Alaska Interests Purchase Price, Buyer will pay such difference to Sellers via wire transfer to an account or accounts

(b) Payment of Final Alaska Interests Purchase Price. If the Final Alaska

specified by Sellers, in immediately available funds, within two Business Days afer the
Final Settlement Statement has been agreed to by the Paries or determined by the

Banptcy Cour, as applicable. If the Final Alaska Interests Purchase Price is less than the Preliminar Alaska Interests Purchase Price, Sellers wil (subject to Section 3.3(c))
pay such difference to Buyer via wire transfer to an account specified by Buyer, in

immediately available funds, within two Business Days after the Final Settlement Statement has been agreed to by the Paries or as determined by the Banptcy Cour, as
applicable.

i 0.1 0 Post-Closine Revenues. Except as expressly provided otherwise in this Agreement, Buyer shall pay to Sellers any and all amounts received after the Alaska Interests Closing by Buyer (to the extent not accounted for in the Preliminar Settlement Statement or the
Final Settlement Statement) that are attibutable to the ownership of the Alaska Interests prior to

the Effective Time. Except as expressly provided otherwise in this Agreement, Sellers shall pay to Buyer any and all amounts received afer the Alaska Interests Closing by Sellers (to the extent not accounted for in the Preliminar Settlement Statement or the Final Settlement Statement) that
are attributable to the ownership of the Alaska Interests on or after the Effective Time. The Par

responsible for a payment required under this Section 10.10 shall pay the Par entitled to receive

payment within ten Business Days after the end of the month in which such amounts were

674/023353-0033 1045194.19

-35-

received by the Pary responsible for payment and no fuher adjustments shall be made with
respect to such amounts in the Final Settlement Statement.

10.1 1 Post-Closine Expenses. Except as expressly provided otherwise in this


Agreement, Sellers shall reimburse Buyer for any and all costs and disbursements paid after the
Alaska Interests Closing by Buyer durng the 30-day period immediately following the Alaska

Interests Closing Date (to the extent not accounted for in the Preliminar Settlement Statement or the Final Settlement Statement) that are attributable to the ownership of the Alaska Interests prior to the Effective Time. Except as expressly provided otherwise in this Agreement, Buyer shall reimburse Sellers for any and all costs and expenses paid after the Alaska Interests Closing by Sellers during the 30-day period immediately following the Alaska Interests Closing Date (to the
extent not accounted for in the Preliminar Settlement Statement or the Final Settlement

Statement) that are attributable to the ownership of the Alaska Interests on or afer the Effective Time. The Part responsible for a payment required under this Section 10.1 1 shall pay the Pary entitled to receive payment within ten Business Days after the end of the month in which such amounts were paid by the other Pary, and no further adjustments shall be made with respect to
such amounts in the Final Settlement Statement. For the avoidance of doubt, Sellers shall pay

royalties attributable to proceeds for the month of August 2009 so that Buyer will not need to
pay those. amounts and seek reimbursement from Sellers.

10.12 Audits. Notwithstanding anything in this Agreement to the contrary, (a) Sellers
shall have the right to conduct and participate in audits related to joint operations provided for

under any operating or other Contract relating to the Alaska Interests in accordance with the
terms thereof to the extent any such audit relates to the period of time prior to the Effective

Time, (b) Buyer shall have the right to conduct and paricipate in audits related to joint
operations provided for under any operating or other Contract relating to the Alaska Interests in accordance with the terms thereof to the extent any such audit relates to the period of time on or afer the Effective Time, and (c) no audit Claim of Sellers or Buyer related to joint operations under any operating or other Contract relating to the Alaska Interests in accordance with the terms thereof is waived or released by Sellers or Buyer under this Agreement, nor shall any indemnity in this Agreement affect any such audit Claim by Sellers or Buyer related to joint operations under any operating or other Contract relating to the Alaska Interests in accordance

with the terms thereof to the extent any such audit relates to the period prior to the Alaska
Interests Closing Date.

10.13 Reservation of Claims. At the Alaska Interests Closing, Sellers shall reserve all Claims, accounts receivable and rights of any kind concernng the Alaska Interests or Properties against any Third Par (to the extent such Claims, accounts receivable and rights would not be a

recoupment or setoff against any Assumed Liabilty), which Claims, accounts receivable or
rights accrue before the Effective Time (including those against overrding royalty owners,

royalty owners, working-interest owners, and Oil or Gas purchasers), whether discovered before or after the Alaska Interests Closing.
10.14 Post-Closine Conveyance of Overridine Royalty Interests. After the Alaska Interests Closing, Buyer shall transfer, assign and .convey, or cause to be transferred, assigned
and conveyed, in the maner and time frame referenced in Section 10.1 4( c) below, the following

overriding royalty interests ("Post-Closing ORRI") to Donkel Oil & Gas, LLC:

674/023353-0033 1045194.19

-36-

(i) a one percent overriding royalty interest on Buyer's working

interest in any oil and gas lease that shall be issued, granted or otherwse executed
and delivered to Buyer where such lease arses from, or pursuant to, the properties

referenced and included in the exploration license listed in Schedule 7(i; and
(ii) a one percent overrding royalty interest on Buyer's working

interest in the oil and gas leases listed in Schedule 7(ii), provided, that a final judgment in the Point Thomson Unit litigation or decision is entered that rescinds

or overtrns the termination of the subject leases by Alaska DNR and the leases
are reinstated.
(a) Such Post-Closing ORR in (i) and (ii) above and the ORR Hydrocarbons
shall be free and clear of (a) all taxes of any kind (including without limitation ad

valorem or property taxes ), (b) all costs and expenses associated with acquiring,

exploring, developing, maintaining, producing, operating, reworking, recompleting, and remediating the Alaska Interests, ( c) all royalties, overrding royalties, production

payments, and similar charges burdening the Alaska Interests, and (d) all costs for
separating, gathering, compressing, treating, dehydrating, processing or marketing ORR Hydrocarbons or of transporting ORRI Hydrocarbons to the point of sale in a condition to meet pipeline or transporter specifications and qualifications, except that costs of sale and costs of transportation by third paries including Cook Inlet Pipe Line Company, or any successor, and by any purchaser of hydrocarbons, arising at or after the effective date for conveying such Post-Closing ORRI, shall be allowable deductions in computing the Post-Closing ORR.

(b) Such Post-Closing ORR in (i) and (ii) above shall not apply to any oil,
gas or other minerals that are unavoidably lost in the production thereof or in the compression or transportation of hydrocarbons prior to the applicable point of sale or which are used by Buyer as working interest owner or the operator of any Well for the production of hydrocarbons or for the compression or transportation thereof pnor to the applicable point of sale, in each case only to the extent the same are lost or used in the course of operations which are being conducted prudently and in a good and workmanlike maner.
(c) In no event later than fort-five (45) days after Buyer receives notice of

the issuance of an oil and gas lease in (i) above or entry of final judgment or decision in (ii) above, Buyer shall deliver or caused to be delivered to Donkel Oil & Gas, LLC, at its then address noted on Buyer's records for receipt of overrding royalties, any and all original duly executed and notarzed conveyance of overriding royalty interest or assignent documents necessary to implement and effect the Post-Closing ORR conveyances on customarily accepted forms and reasonably acceptable to Donkel Oil & this Section 10.14. Gas, LLC to cary out the intent and purose of

674/023353-0033 1045194.19

-37-

ARTICLE 11 TAXES. COSTS. AND FEES


11.1 Propert Taxes. Propert Taxes will be apportioned between Sellers and Buyer

as of the Effective Time. Whether the Alaska Interests are valued based on the previous year's production or any other basis, Buyer is obligated to pay the current year's ad valorem tax
assessment and all subsequent Property Taxes, subject to the following apportionment

provisions. The basis of the apportionment will be the assessment for the tax year in which the Effective Time occurs or, if that assessment is not known, then the basis of the apportonment will be the assessment for the previous tax year. Buyer wil be responsible for all Property Taxes and interest that are applied to the Alaska Interests retroactively after the Effective Time.

11.2 Production Taxes. All Production Taxes attibutable to the Alaska Interests wil be apportioned between the Paries as of the Effective Time. Sellers will be responsible for
paying or withholding all Production Taxes that have accrued before the Effective Time and for fiing all statements, returns, and documents pertinent to them. Buyer will be responsible for paying or withholding all Production Taxes that accrue or are applied retroactively after the Effective Time; for filing all statements, retus, documents incident to them; and for obtaining reimbursements, if any, relating to those taxes.

11.3 Other Taxes. Buyer will pay all applicable state and local sales taxes, use taxes,
gross receipts taxes, business license taxes, other taxes (except taxes imposed on Sellers'

income), and fees from and after the Effective Time. Buyer wil pay all state and local taxes, including penalty and interest, if any, assessed after the Effective Time against any Party attributable to periods after the Effective Time with respect to this transaction or, if paid by
Sellers, Buyer wil promptly reimburse Sellers for amounts paid ifrelated to the period after the

Effective Time. Sellers will pay all applicable state and local sales taxes, use taxes, gross
receipts taxes, business license taxes, other taxes (except taxes imposed on Seller' s income), and

fees prior to the Effective Time. Buyer will pay all state and local taxes, including penalty and interest, if any, assessed afer the Effective Time against any Pary attributable to periods prior to the Effective Time with respect to this tranaction or, if paid by Buyer, Sellers will promptly reimburse Buyer for amounts paid if related to the period prior to the Effective Time. Buyer wil pay all documentar stamp taxes and documentar tranfer taxes.

ARTICLE 12
POST-CLOSING OPERATIONS
If the Alaska Interests Closing occurs, the provisions of

this Article 12 shall apply.

12.1 Operation. As of the Alaska Interests Closing, operation of the Alaska Interests
will become the responsibility of

Buyer.

12.2 Removal of Siens. Sellers may either remove their names and signs from any
Property, or may require Buyer to do so. If Sellers' name or signs remain on any Property after the Alaska Interests Closing, Buyer shall (a) remove any remaining signs and references to Sellers promptly, but no later than the time required by Applicable Law or 45 days after the

Alaska Interests Closing Date, whichever occurs first, (b) install signs complying with

674/023353-0033 1045194.19

-38-

Applicable Laws, including signs showing Buyer as operator of any Alaska Interests of which it is the operator, and (c) notify Sellers of the removal and installation. Sellers reserve a right of access to any Property after the Alaska Interests Closing to remove their signs and names from all the Propert, or to confirm that Buyer has done so. If Sellers remove signs because Buyer has
not done so, Sellers wil charge its costs to Buyer, and Buyer wil pay Sellers' invoice within 15 days aftcr receipt.
12.3 Risk of Loss. Unless this Agreement is termnated, the risk ofloss for damage to

or destruction of the Alaska Interests or any of the Property will pass from Sellers to Buyer as of

the Effective Time, INCLUDING DAMAGE OR DESTRUCTION RESULTING IN WHOLE OR IN PART FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLERS OR THEIR ASSOCIATED PARTIES. Damage to, or destruction of, any of the
Alaska Interests or any of the Property wil not be cause for Buyer to delay the Alaska Interests Closing or terminate this Agreement.

ARTICLE 13
EMPLOYEES AND PERSONNEL
13.1 Offers of

Employment.

(a) Buyer may select and offer employment with Buyer to all or a portion of those employees of Sellers or PERL who are identified on a list to be provided by Sellers
on or before the Alaska Interests Closing Date (the "Prospective Employees"). Buyer's

offers of employment to the selected Prospective Employees shall be made in writing and

shall be made durng a "Hiring Period" beginning on the date the list of Prospective Employees is provided to Buyer and ending on the Alaska Interests Closing Date. Employment with Buyer is to begin in accordance with all such offers at the Effective
Time. Buyer may require that each Prospective Employee submit a formal application for employment. Buyer shall have no obligation under this Agreement to employ any
Prospective Employee. Those Prospective Employees who accept Buyer's employment

offers and become employees of Buyer on the Alaska Interests Closing Date are the "Affected Employees." Sellers make no representation or warranty, express or implied, regarding the qualifications, capabilities or fitness for duty of any of the Affected
Employees. The Prospective Employees who do not become Affected Employees are the

"Remaining Employees." Nothing in ths Agreement shall affect Buyer's right to


terminate the employment of any Affected Employee on or after the date he or she

becomes an employee of Buyer, with or without cause, or Sellers' or PERL's right to terminate the employment of any Prospective Employee or Remaining Employee, before or after the Alaska Interests Closing Date.

(b) Buyer shall control and be responsible for the process of selecting from
the Prospective Employees those Prospective Employees to whom Buyer makes an offer of employment.
(c) On the Alaska Interests Closing Date, Buyer shall notify Sellers in wrting

as to the list of Affected Employees.

674/023353-0033 1045194.19

-39-

13.2 WARN Act Indemnification. Buyer shall indemnify Sellers and each of their
Affiliates against all

liabilities arsing out of the notification or other requirements of the Worker

Adjustment and Retraining Notification Act of 1988, as amended ("WAR Act") and each comparable law of any state, with respect to the Affected Employees. Sellers shall reasonably
cooperate with Buyer in taking all actions necessar to comply with the provisions of

the WARN

Act.
13.3 General Emplovee Provisions.
(a) If any of the arangements described in this Aricle 13 are determined by

the u.S. Internal Revenue Service or other applicable Governental Entity, or by a court of competent jurisdiction, to be prohibited by Applicable Law, Sellers and Buyer shall modify such arangements to as closely as possible retain the intent and economic benefits and burdens of the Paries as reflected herein in a maner which is not prohibited
by Applicable Law.

(b) As soon as reasonably practicable after the Alaska Interests Closing Date, and to the extent required for Buyer to comply with the terms of this Aricle 13, Sellers will provide to Buyer a list of all Affected Employees' length of service used under the employee benefit plans or policies of Sellers or their Affliates as of the Alaska Interests
Closing Date.

(c) If Buyer hires any Remaining Employee within six months after he or she

terminates employment with Sellers or PERL, Buyer shall notify Sellers of such event and shall reimburse Sellers or PERL for any severance pay paid by Sellers or PERL to such Remaining Employee immediately after the hire date.

ARTICLE 14 BUYER'S RELEASE. DISCHARGE. AND COVENANT NOT TO SUE; BUYER'S OBLIGATIONS TO INDEMNIFY. DEFEND. AND HOLD HARMLESS; DISPUTE RESOLUTION

14.1 Buver's Release and Dischari!e of Sellers and their Associated Parties. Buyer releases and discharges Sellers and their Associated Paries from each Claim and Liability

relating to the Alaska Interests (including the Tangible Assets), the Propertes and the
transactions contemplated hereby (including all Abandonment Obligations), regardless of when or how the Claim or Liability arose or accrued, or arses or accrues, or whether the Claim or

Liability is foreseeable or unforeseeable. BUYER'S RELEASE AND DISCHARGE OF

SELLERS AND THEIR ASSOCIATED PARTIES INCLUDE CLAIMS AND


LIABILITIES RESULTING IN ANY WAY FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLERS OR THEIR ASSOCIATED PARTIES, WHTHER THE

NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR


CONCURRNT. The only exception to Buyer's release and discharge of Sellers and their
Associated Paries is stated in Section 14.4(c), and the release and discharge are binding on Buyer and its successors and assigns.

674/023353-0033 1045194.19

-40-

14.2 Buyer's Covenant Not to Sue Sellers or their Associated Parties. Buyer covenants not to sue Sellers or their Associated Paries with regard to any Claim or Liability
relating to the Alaska Interests (including the Tangible Assets), the Properties, and the
transactions contemplated hereby (including any Abandonment Obligations), regardless of

when

or how the Claim or Liability arose or accrued, or arises or accrues, or whether the Claim or Liability is foreseeable or unforeseeable. BUYER'S COVENANT NOT TO SUE SELLERS

OR THEIR ASSOCIATED PARTIES INCLUDES CLAIMS AND LIABILITIES


RESULTING IN ANY WAY FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLERS OR THEIR ASSOCIATED PARTIES, WHETHER THE NEGLIGENCE OR

STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR CONCURRNT. The only


exception to Buyer's covenant not to sue Sellers or their Associated Paries is stated in Section 14.4(c), and the covenant is binding on Buyer and its successors and assigns.

14.3 Buyer's Oblii!ations to Indemnify. Defend. and Hold Sellers and their Associated Parties Harmless. Buyer wil indemnify, defend, and hold harless Sellers and
their Associated Paries for, and wil pay to Sellers the amount of, each Claim and Liability relating to, arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or waranty made by Buyer in this

Agreement, the Assignent and Bil of Sale or any other certificate or document
delivered by Buyer pursuant to this Agreement;
(b) any breach by Buyer of any covenant or obligation of Buyer in this

Agreement, the Assignment and Bil of Sale or any other certificate or document
delivered by Buyer pursuant to this Agreement; and
(c) the Alaska Interests (including the Tangible Assets), the Properties, and

the transactions contemplated hereby (including all Abandonment Obligations),

regardless of when or how the Claim or Liability arose or accrued, or arises or accrues, or
whether the Claim or Liability is foreseeable or unforeseeable. BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD SELLERS AND THEIR ASSOCIATED PARTIES
HARMLESS INCLUDE CLAIMS AND LIABILITIES

RESULTING IN ANY WAY

FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLERS OR THEIR


ASSOCIATED PARTIES, WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR CONCURRNT. The only exception to Buyer's obligations to indemnify, defend, and hold Sellers and their Associated Parties harless is stated in
Section 1 4.4( c ), and the obligations are binding on Buyer and its successors and assigns.

14.4 Buyer's Oblig:ations.


(a) In each instace of Buyer's obligations to release, discharge, indemnify,

defend, and hold Sellers and their Associated Parties harless and its covenant not to sue Sellers or their Associated Paries, the Claims and Liabilities subject to the obligations

include the following:


(i) the ownership of the Alaska Interests by Sellers, PERL or their respective Associated Paries, the operation of the Tangible Assets, Alaska

674/023353-0033 1045194.19

-41-

Interests and the Properties by Sellers, PERL or their respective Associated

Paries, and the acts or omissions of Sellers, PERL or their respective Associated

Paries in connection with the Alaska Interests, the Propertes or the Contracts,
whether arising or accruing before or afer the Effective Time.
(ii) the ownership of the Alaska Interests by Buyer, the operation of

the Alaska Interests, Tangible Assets and the Properties by Buyer or its
Associated Paries, and the acts or omissions of Buyer or its Associated Paries in

connection with the Alaska Interests, the Properties or under this Agreement or the Contracts, whether arising or accruing before or after the Effective Time.
(iii) the acts or omissions of any Thrd Part relating to the Properties

or the Alaska Interests.

indemnify, defend, and hold Sellers and their Associated Paries harless and its
covenant not to sue Sellers or their Associated Paries include Claims and Liabilities arising in any maner from the Assumed Liabilities and the following:
(i) the review, inspection and assessment of the Alaska Interests and

(b) Buyer's obligations under this Agreement to release, discharge,

the Property by Buyer and its Associated Paries;


(ii) any error in describing the Alaska Interests or the Property, or any

error in the conveyance instruments;


(iii) rights and obligations of the Paries or any Third Par under the

Contracts;
(iv) closing without a Consent;

(v) failure by any Third Par to approve or consent to any aspect of

this transaction;
(vi) obligations to plug and abandon Wells, pipelines and platforms and

remediate the Tangible Assets and the Properties;

(vii) payment of Real Propert Taxes or other taxes applicable to any of


the Alaska Interests and any Property;
(vii) payments or disbursements paid or payable by Sellers or Buyer to any Third pary;

(ix) a physical or environmental condition relating to the Tangible

Assets or any Property, including Claims and Environmental Liabilities, or failure to comply with the Environmental Laws;
(x) remediation activities, including damages incurred by Buyer or its

Associated Paries during or arsing from remediation activities;

6741023353-0033 1045194.19

-42-

(xi) lawsuits filed before the Effective Time, but amended after the

Effective Time to include the Alaska Interests or Property or Sellers' ownership of or activities regarding the Alaska Interests or Property; and
(xii) obligations to inspect or to repair or recondition any of the Alaska

Interests or Property.
(c) Buyer's obligations to indemnify, defend, and hold Sellers and their

Associated Parties harmless do not apply, however, to:


(i) Claims or Liabilties with respect to the Alaska Interests or the

Properties that result from a judgment rendered or settlement reached in a lawsuit fied before the Effective Time, but only to the extent that acts or omissions that gave rise to the cause of action are attributable to the conduct or operation or ownership of Sellers or their Associated Parties before the Effective Time;
(ii) Claims that Sellers breached this Agreement or the Transaction

Documents;
(iii) Claims arising solely from the Excluded Liabilities; or

(iv) Claims arising solely from alleged criminal conduct or fraud of

Sellers or Sellers' Associated Paries.

14.5 Buver's Duty to Defend. Buyer acknowledges that its obligations to indemnify,
defend, and hold Sellers and their Associated Paries harless under this Agreement include

obligations to pay the attorneys' fees and cour and other costs incured by Sellers and their
Associated Paries in defending all Claims. As to each Claim and Liability, Sellers, at their sole option, may elect to (a) manage their own defense, in which event Buyer shall reimburse Sellers and their Associated Paries for all attorneys' fees and cour and other costs reasonably incured in defending a Claim, upon delivery to Buyer of invoices for these fees and costs; or (b) tender its defense as to any Claim to Buyer, in which event Buyer wil be responsible for all aspects of defending the Claim at issue and resulting Liabilities.

14.6 Dispute Resolution. Any and all disputes between the Paries relating to, arising out of, in connection with, or attibutable to this Agreement, including this Aricle 14 and the

Sale Order, shall be submitted to the Banptcy Cour for resolution. Any decision of the Banptcy Court regarding this Agreement shall be conclusive and will be binding on the
Paries and their respective successors and assigns, subject to any rights to rehearing, appeal or certiorari.

14.7 Retroactive Effect. In addition to the assumption of liabilities and releases and
indemnities in the Agreement applicable to times from and afer the Execution Date, Buyer

acknowledges that its obligations to release, discharge, defend, and hold Sellers and their
Associated Paries harless and its covenant not to sue Sellers or their Associated Paries apply

to matters occuring or arising before the Execution Date to the extent provided in this Agreement.

674/023353-0033 1045194.19

-43-

14.8 Inducement to Sellers. BUYER ACKNOWLEDGES THAT IT HAS

EVALUATED ITS OBLIGATIONS UNDER THIS ARTICLE 14 BEFORE IT


DETERNNED AND SUBMITTED ITS OFFER TO PURCHASE THE ALASKA INTERESTS AND THAT ITS ASSUMPTION OF THESE OBLIGATIONS IS A MATERIAL INDUCEMENT TO SELLERS TO ENTER INTO THIS AGREEMENT
WITH, AND CLOSE THE SALES OF THE ALASKA INTERESTS HEREUNDER.

ARTICLE 15 ENVIRONMENTAL MATTERS

15.1 Buyer's Acknowledement Concernine Possible Contamination of the


Taneible Assets and the Properties. Buyer is aware that the Tangible Assets and the Property

have been used for exploration, development, production, processing and transporttion of Oil
and Gas and that there may be petroleum, produced water, wastes, or other materials located on

or under the Properties or associated with the Alaska Interests. Equipment and sites included in the TaIgible Assets or the Properties may contain asbestos, hazardous substances, or NORM. NORM may affx or attach itself to the inside of Wells, materials, and equipment as scale, or in other forms; the Wells, materials, and equipment located on the Properties or included in the Alaska Interests may contain NORM and other wastes or hazardous substances; and NORMcontaining material and other wastes or hazardous substances may have been buried, come in contact with the soil, or otherwise been disposed of on the Properties. Special procedures may be required for the remediation, removal, transportation, or disposal of wastes, asbestos, hazardous substances, and NORM from the Tangible Assets and the Properties. Buyer is aware that it may be strictly liable under Alaska Statute 46.03.822 for any hazardous substances that mayor have been released on or from the Tangible Assets or the Properties.

BUYER WILL ASSUME ALL LIABILITY FOR THE ASSESSMENT,


REMEDIATION, REMOVAL, TRANSPORTATION, AND DISPOSAL OF WASTES,

ASBESTOS, HAZARDOUS SUBSTANCES, AND NORM FROM THE ALASKA


INTERESTS AND THE PROPERTIES AND ASSOCIATED ACTIVITIES AND WILL

CONDUCT THESE ACTIVITIES IN ACCORDANCE WITH ALL APPLICABLE


LAWS, INCLUDING THE ENVIRONMENTAL LAWS.
15.2 Disposal of Materials. Substances. and Wastes, Compliance with Law. Buyer

shall store, handle, transport and dispose of or discharge all materials, substances, and wastes from the Alaska Interests, Tangible Assets and the Properties (including produced water, drillng

fluids, NORM, and other wastes), whether present before or afer the Effective Time, in
accordance with Applicable Laws. Buyer shall keep records of the types, amounts, and location of materials, substances, and wastes that are stored, transported, handled, discharged, released, or disposed of onsite and offsite. When any Lease or other lease included in the Alaska Interests

terminates or Buyer subsequently transfers any portion of the Alaska Interests, Buyer shall
undertake additional testing, assessment, closure, reporting, or remedial action with respect to the
Tangible Assets, Alaska Interests or Properties as is necessar to satisfy all local, state, or federal

requirements in effect at that time and necessar to restore the Alaska Interests, Properties or
Tangible Assets.

674/023353-0033 1045194.19

-44-

ARTICLE 16 REPRESENTATIONS AND WARRNTIES


16.1 Representations by Sellers. Each Seller represents and warants to Buyer that

subject to (i) approval of the Banptcy Cour, (ii) the entry and continued effectiveness of the
Sale Order and any necessar order vacating the Abandonment Order, and (iii) approval of such

Seller's respective limited liability company members:


(a) This Agreement and the Transaction Documents to which such Seller is a

pary have been duly authorized, executed and delivered by such Seller,
(b) This Agreement constitutes, and the Tranaction Documents to which such

Seller is a pary, when executed and delivered by such Seller wil constitute, the legal,
valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to the general principles of equity and all orders entered or to be entered in the Banruptcy Case and any related proceedings.

16.2 Representations bv Buver. Buyer represents and warants to Sellers as follows:


(a) Existence. Buyer is a limited liabilty company duly organized, validly

existing and in good standing under the Applicable Laws of the State of Alaska.

liability company power and authority to execute, deliver, and perform this Agreement and the Transaction Documents to which it is a pary and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery, and performance of this
Agreement and the Transaction Documents to which Buyer is a pary have been duly

(b) Power. Authorization. Execution. Buyer has all requisite limited

authorized by all requisite paries, and this Agreement and the Transaction Documents to which it is a pary has been duly executed and delivered by Buyer.
( c) Qualifications and Bonding:. Buyer is now, and, upon and after the

Closing, shall continue to be, qualified with all applicable Governental Entities to own

the Alaska Interests. Buyer will obtain and maintain, all necessar bonds, permits and other authorizations required by any Governental Entity or Third Party in order to own or operate the Alaska Interests including, but not limited to, those bonds identified on
Schedule 3.
(d) Enforceabilty. This Agreement constitutes, and the Transaction

Documents to which it is a party, when executed and delivered by Buyer wil constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance

with its terms, except as enforceabilty may be subject to (i) banptcy, insolvency,
reorganization or other similar Applicable Laws now or hereafter in effect affecting the enforcement of creditors rights generally, and (ii) general principles of equity (regardless whether enforceabilty is considered in a proceeding in equity or at law). of

(e) Non-Contravention. The execution and delivery by Buyer of this


Agreement and the Transaction Documents to which it is a party and the performance by the terms hereof and thereof do not confict with or result in a violation of: Buyer of
674/023353-0033 1045194.19

-45-

(i) the Organizational Documents of

Buyer, or

(ii) any material agreement, instruent, order, wrt, judgment, or

decree to which Buyer is a pary or is subject.


(f) Brokers. Neither Buyer nor any Affliate of Buyer has incured any

liability, contingent or otherwse, for broker's fees, finder's fees, agent's commissions, or other similar forms of compensation in connection with this Agreement or any contract or
transaction contemplated hereby or thereby for which Sellers shall have any

responsibility whatsoever. Buyer releases Sellers and their Associated Paries from, and shall fuly protect, indemnify, and defend Sellers and their Associated Paries and hold them harless from and against, any and all Liabilities relating to, arising out of or connected with, directly or indirectly, commissions, finders' fees, or other remuneration due to any such agent, broker, or finder claiming by, through, or under Buyer or any
Affiiate of Buyer.

(g) Investi2ation. Buyer, for itself and on behalf of its Affiliates, investors, shareholders, directors and offcers, represents and warants that it is knowledgeable of
the Oil and Gas business and of the usual and customary practices of producers and

operators. Buyer has had access to and an opportunity to inspect all relevant information relating to the Alaska Interests and the Properties, sufficient to enable Buyer to evaluate its acquisition of the merits and risks of the Alaska Interests and the Properties. Buyer has had the opportunity to ask questions and receive answers relating to Alaska Interests and
the Properties. In making its decision to enter into this Agreement and to consumate the

transactions contemplated herein, Buyer has relied solely upon the representations and
warranties made in this Agreement and upon its contractual rights in this Agreement to

conduct its own independent, due-diligence investigation of the Alaska Interests and the

Properties. ACCORDINGLY, BUYER, FOR ITSELF AND ON BEHALF OF ITS ASSOCIATED PARTIES ACKNOWLEDGES THAT NEITHER SELLERS NOR ANY ASSOCIATED PARTIES OF SELLERS HAVE MADE, AND SELLERS, FOR THEMSELVES AND FOR THEIR RESPECTIVE ASSOCIATED PARTIES,

HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY


REPRESENTATIONS OR WARRNTIES (OTHER THAN THOSE EXPRESS REPRESENTATIONS AND WARRNTIES MADE IN THIS AGREEMENT), WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE ALASKA INTERESTS AND THE PROPERTIES.

(h) Funds Available. Buyer shall timely meet the deposit requirements of
Section 6.3 and the financial ability requirements of Article 8. In addition, at the Alaska Interests Closing, Buyer shall have sufficient fuds to enable Buyer to:
(i) pay the Alaska Interests Purchase Price, all Assumed Liabilities

and all Cure Amounts; and


(ii) post all bonds and deposits required by the transactions

contemplated by this Agreement, including all Governental Bonds.

674/023353-0033 1045194.19

-46-

(i) Bankruptcv. There are no banptcy, reorganization or arrangement

proceedings pending against, contemplated by, or to the knowledge of Buyer, threatened against Buyer.
G) Basis of

Buver's Decision. Buyer:

(i) has reviewed and investigated the Alaska Interests and the

Properties to its satisfaction in order to enter into this Agreement;


(ii) has evaluated the Alaska Interests and the Propert to its

satisfaction and has made an informed decision, as a prudent and knowledgeable

Buyer, to acquire the Alaska Interests;


(iii) is knowledgeable and experienced in the evaluation, acquisition,

and operation of oil and gas properties;


(iv) has evaluated the merits and risks of purchasing the Alaska

Interests and has formed an opinion based solely upon its knowledge and

experience and not in reliance on any statements or actions by Sellers or their


Associated Parties; and

(v) is acquiring the Alaska Interests "AS is, WHERE is, WITH
ALL FAULTS."
(k) Material Factor. Buyer acknowledges that its representations and

waranties contained in this Agreement are a material inducement to Sellers to enter into this Agreement with Buyer, and to close the tranactions contemplated hereunder.

ARTICLE 17 COMMUNICATIONS

Unless otherwise provided in this Agreement, any notice, request, instrction,


correspondence or other document to be given hereunder by either Pary to the other shall be in writing and delivered in person or by courier service requiring acknowledgment of receipt of

delivery or mailed by certified mail, postage prepaid and retu receipt requested, or by
telecopier, as follows:
If to Sellers:

c/o Pacific Energy Resources Ltd.


Attn: President

111 W. Ocean Boulevard, Suite 1240 Long Beach, California 90802


Telephone: (562) 628-1526

Facsimile: (562) 628-1536

674/023353-033
1045194.19

-47-

with a copy to:

Rutan & Tucker, LLP Attn: Gregg Amber 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626
Telephone: (714) 641-5100

Facsimile: (714) 546-9035


and to:

Pachulski Stag Ziehl & Jones LLP Attn: Ira D. Kharasch


10100 Santa Monica Blvd., 1 i th Floor Los Angeles, California 90067
Telephone: (310) 277-6910

Facsimile: (310) 201-0760


If to Buyer:

Cook Inlet Energy, LLC Attn: David Hall, CEO P.O. Box 90834 Anchorage, Alaska 99509
Telephone: (907) 317-8239

Facsimile: (907) 334-6735


with a copy to:
Miler Energy Resources

Attn: Scott Boruff, CEO 3651 Baker Highway Huntsville, Tennessee 37756 Telephone: (423) 663-9457 Facsimile: (423) 663-9461
and to:

Sullvan Hazeltine Allnson LLC Attn: Wiliam D. Sullvan


4 East 8th Street, Suite 400

Wilmington, Delaware 1980 i


Telephone: (302) 428-8191

Facsimile: (302) 428-8195

Notice given by personal delivery, courer service or mail shall be effective upon actual receipt. Notice given by telecopier shall be effective upon actual receipt if received during the recipient's normal business hours, or at the beginning of the recipient's next Business Day afer
receipt if

not received during the recipient's normal business hours. Any Par may change any

address to which notice is to be given to it by giving Notice as provided above 'of such change of address.

ARTICLE 18 MISCELLANEOUS
18.1 Entire Aereement. This Agreement, the Confidentiality Agreement, the Deposit Agreement and the other documents and instruents and other agreements specifically referred

674/023353-0033 1045194.19

-48-

to herein or delivered pursuant hereto, including the exhibits and the schedules hereto

(collectively, the "Transaction Documents"), (a) constitute the entire agreement between the
Paries with respect to the subject matter hereof and supersede all prior agreements and

understandings, both written and oral, between the Paries with respect to the subject matter
hereof except for the Confidentiality Agreement and the Deposit Agreement, which shall continue in full force and effect, and shall survive any termination of ls Agrtt:mt:nl or iht: Alaska Interests Closing in accordance with its terms; and (b) are not intended to confer upon

any other Person any rights or remedies hereunder. Each Part agrees that (i) the other Pary (including its agents and representatives) has made no other representation, waranty, covenant or agreement to or with such Part relating to the transactions contemplated hereby other than those expressly set fort in the Transaction Documents, and (ii) such Par has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated
hereby, other than those referred to in clause (i) above.
lS.2 Successors and Assil!ns; Amendment; SurvivaL. This Agreement is binding on
and inures to the benefit of the Paries and their respective successors, heirs, representatives, and

assigns and may be supplemented, altered, amended, modified, or revoked only in wrting signed this Agreement nor of any Alaska Interests or any part by both Parties. Neither the assignment of or portion thereof will relieve Buyer of its obligations under this Agreement unless and to the

extent Sellers consent in writing to release Buyer, which consent may be withheld for any
reason. All of the covenants, agreements, representations and waranties, and indemnities made
by each Pary contained in this Agreement shall survive the Alaska Interests Closing.

IS.3 Exclusive Remedv. If the Alaska Interests Closing occurs, the express
indemnities set forth in this Agreement shall be the exclusive remedies for the Paries for the
breach of any representation, waranty or covenant set fort in this Agreement or any Claim arising out of, resulting from or related to the transactions contemplated hereby, and each Party
hereby releases, waives and discharges, and covenants not to sue (and shall cause its Associated

Parties to release, waive, discharge and covenant not to sue) with respect to, any cause of action not expressly provided for in this Agreement, including Claims under state or federal securties Laws and Claims available at common law, in equity or by statute.

lS.4 Choice of Law. This Agreement and its performance shall be construed in
accordance with, and enforced under, the internal laws of the State of Alaska, without regard to

choice of law rules of any jurisdiction, including Alaska.

IS.5 Assil!nment. Neither ths Agreement nor the rights and obligations under it may be assigned or delegated by Buyer without Sellers' prior written consent, which consent may be
withheld for any reason, and an attempted assignent or delegation is null and void; provided,

however, that Buyer may assign this Agreement to a wholly-owned subsidiar so long as Buyer Buyer hereunder. remains primarily liable for any and all obligations of
lS.6 No Admissions. To the fullest extent permitted by Applicable Laws, including Federal Rule of Civil Procedure Rule 40S, neither this Agreement, nor any part of it, nor any performance hereunder, nor any payment of any amount hereunder, shall constitute or may be
construed as a finding, evidence of, or an admission or acknowledgment of (a) any liability, fault, past or present wrongdoing, or violation oflaw, rule, regulation, or policy, by either Sellers

674/023353-0033 1045194.19

-49-

or Buyer or their respective Associated Paries or (b) any rights, claims or positions asserted by
any Third Pary.

18.7 No Third Party Beneficiaries. The only third pary beneficiaries of ths
Agreement are the Associated Paries of Sellers and solely respect to Aricle 14. Except as set

fort in the immediately preceding sentence.. there are no Third Par beneficiaries of this
Agreement.

18.8 Public Communications. Unless provided otherwise in this Agreement, no Pary


shall make or issue, or cause to be made or issued, any press release or public communication

concerning this Agreement or the transactions contemplated by this Agreement without the other
Paries' prior wrtten consent, which consent shall not be unreasonably withheld; provided,

however, that, upon giving the other Paries at least 24-hours' advance notice, any Party (or an Affliate of such Pary) may make or issue, or cause to be made or issued, any press release or

public communication as may be required by Applicable Laws or the public disclosure


requirements applicable to such Pary or any Affiliate of such Pary; provided fuher, however, that prior notice or written consent shall not be required in connection with Sellers' press release and public disclosures to be made in connection with the Alaska Interests Closing.

18.9 Headin~s and Titles. The headings and titles in this Agreement are for guidance and convenience of reference only and do not limit or otherwise affect or interpret the terms or
provisions of this Agreement.

18.10 Bulk Transfer Law. Buyer waives compliance with the provisions of any
applicable bulk sales or bulk transfers Law.

18~ 11 Severabiltv. The provisions of this Agreement are severable at Sellers' option.

If a court of competent jurisdiction finds any par of this Agreement to be void, invalid or
otherwise unenforceable, then Sellers may decide whether to enforce this Agreement without the void, invalid, or unenforceable parts or to terminate this Agreement.
18.12 Counterparts. This Agreement may be executed in multiple counterpars, each

of which shall be deemed to be an original, and all of which together shall be considered one instrument.

18.13 Not to Be Construed A~ainst the Drafter. Each Par acknowledges that it has read this Agreement, has had opportnity to review it with an attorney of its choice, and has
agreed to all of its terms. Under these circumstances, the Paries agree that the rule of

construction that a contract be construed against the drafter may not be applied in interpreting this Agreement.

18.14 No Waiver. No waiver by either Pary of any par of this Agreement shall be
deemed to be a waiver of any other part of this Agreement or a waiver of strict performance of
the waived part in the future.

18.15 Expenses. Except as otherwise expressly provided herein, all expenses incurred

by each Pary in connection with the transaction contemplated herein, including, without limitation, attorney's fees, are for the account of the Pary incurring the same, and the Pary
674/023353-0033 1045194.19

-50-

incuring such expenses shall defend, indemnify, and hold harless the other Pary from and

against such expenses.

18.16 Time of Essence. Time is of the essence in the performance of this Agreement.

18.1 7 No Partnership. Nothing contained in this Agreement shall be deemed to create


a

joint ventue, partnership, tax parnership, or agency relationship between the Paries.

18.18 Forei!!n Trade Law Compliance. Both Paries agree that all imports, exports,
and re-exports, if any, under this Agreement shall be undertaken in accordance with all

Applicable Laws of the United States with respect to foreign trade and export control. Both
Paries furher agree to fully cooperate in complying with such Applicable Laws and in assisting the other Pary with such compliance. If licenses of any kind are required, including United

States trade or export licenses, exports/re-exports and/or technology sharing will occur only after such licensees) have been obtained. Buyer shall notify Sellers of any request of a United States Governental Entity for information, documentation, or data relating to any contract that Buyer has entered into with Sellers. Buyer shall provide responses to requests from a United States Gover-ental Entity for information, documentation, or data of any kind to such entity promptly
upon request. Copies of the responses to a United States Governmental Entity shall be provided

to Sellers promptly upon Sellers' request.

Sellers are relying upon the representations and waranties of Buyer that it shall fully comply with all United States foreign trade and export control laws and regulations including any prohibitions on the transfer or release of products or technology contrar to such Applicable Laws or regulations.
18.19 Rules of Construction. For puroses of

this Agreement:

(a) Unless the context otherwise requires, (i) "or" is not exclusive; (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (iii) words in the singular include the plural and words in the plural include the singular; (iv) words in the masculine include the feminine and words in the feminine include the masculine; (v) any date specified for any action that is not a Business Day shall be deemed to mean the first Business Day after such date; (vi) a reference to a Pary includes its successors and permtted assigns; (vii) the word "includes" and its syntactical variants mean "includes, but is not limited to" and corresponding syntactical variants, and the rule ejusdem generis shall not be invoked to restrict or limit the scope of the general term or phrase followed or preceded by an enumeration of particular examples; (viii) the words "hereof," "herein," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any paricular provision of this Agreement; and (ix) any reference to dollars shall be a reference to U.S. dollars.
(b) References in ths Agreement to Aricles, Pars, Sections, or other

subdivisions are, uness otherwise specified, to corresponding Articles, Pars, Sections, or other subdivisions of this Agreement. Neither the captions to Articles, Pars, Sections, or

other subdivisions of this Agreement (including the section headings of this

674/023353-0033
1045 i 94. 1 9

-51-

Section 18.19(b)), nor the Table of Contents, shall be deemed to be a par of this
Agreement or this Section 18.1 9(b ).
(c) All Exhibits and Schedules to this Agreement are hereby incorporated by

reference herein, form a par of ths Agreement, and shall have the same force and effect as if actually set out in the body of this Agreement. All references to this Agreement
shall'

include all Exhibits and Schedules, as well as all attachments incorporated herein.

All references in this Agreement to Exhibits and Schedules refer to the Exhibits and
Schedules to this Agreement, unless expressly provided otherwse.
(d) In the event of a conflict between (i) the provisions of this Agreement and

(ii) the provisions of ary other document, the provisions of this Agreement shall control
and prevail as between the Paries.
(e) References herein to any agreement or other instrument shall, unless the

context otherwise requires (or the definition thereof otherwse specifies), be references to
the same as it may from time to time be changed, amended, modified, amended and

restated, or extended.
(Signature Page Follows)

674/023353-0033 1045194.19

-52-

The Parties have executed this Agreement on the date bclow their signatures. to be
enforceable and binding as of

the Execution Date.

Dated: November:?, 2009

PACIfIC ENERGY ALASKA OPERATING LLC

By:

Name: Gerr Tyvi oiuk Title: Acting Chie Executive Ot1cer

Dated: November 24. 2009

PACIFIC ENERGY ALASKA HOLDINGS, LLC

Name: y foniuk
Title Acting Chi fExeculve Officer

By:

Dated: November

.2009

COOK INLET ENERGY, LLC

By:

Name: David Hall Title: Chief Executive Officer

67 4iOU 353-033 104519.i

,I

The Parties have executed tls Agreement on the date below their signatures, to be
enforceable and binding as of the Execution Date.

Dated: November -- 2009

PACIFIC ENERGY ALASKA OPERATING LLC

By:
Name: Gerr Tywoniuk
Title: Acting Chief

Executive Officer

Dated: November -' 2009

PACIFIC ENERGY ALASKA HOLDINGS, LLC

By: Name: Gerry Tywoniuk

Title: Acting ChjefExecutive Officer

Dated: Noveinberd3 ,2009

COOK INLET ENERGY, LLC

By:

~ IJJ

Na . David Hall
itle: Chief Executive Officer

6;41023:\53.0033 1045194

AMNDMENT NO.1 TO PURCHASE AN SALE AGREEMENT


AMENDMENT NO.1 (the "Amendment") TO PURCHASE AN SALE AGREEMENT (the
the 24th day of November, 2009 by and among COOK INLET ENERGY, LLC, an Alaska limited liabilty company ("Buyer"), PACIFIC ENERGY ALASKA OPERATING LLC, a Delaware limited liabilty company ("PEAO"), and PACIFIC ENERGY ALASKA HOLDINGS, LLC, a Delaware limited liabilty company ("PEAH"). PEAO and PEAH may each be referred to herein as a "Seller" and collectively as the "Sellers." Sellers and Buyer may each be referred to "PSA") is made and effective as of

herein as a "li" and collectively as the "Paries."

RECITALS:
A. Buyer and Sellers entered into the PSA dated as of November 19,2009, whereby the Buyer agreed to purchase the Alaska Interests (as defined in the PSA) from the Sellers.

B. C.

Buyer and Sellers desire to amend the PSA as set forth below. Pursuant to Section i 8.2 of the PSA, the PSA may be amended by writing signed by all

Paries.
D: All capitalized ascribed to terms not otherwisethe PSA. : shall have the meaning them in defined in thisAmendment
, . NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of

which

are acknowledged by the Parties hereto, the Parties agree as follows:


i. Alaska Interests. The following is hereby added to the definition of Alaska Interest or Alaska
Interests in Section 1.8 of

the PSA:

"( w) Any refund due to the Sellers of overpayment of royalties paid to the State of Alaska solely with respect to leases that are listed as Alaska Interests in Exhibit A to this Agreement."

2. Assumed Liabilties. Section 1.16( e) contained in the definition of Assumed Liabilties in the
PSA is hereby amended and restated to read in its entirety as follows:
"(e) All royalty obligations associated with, relating to or arising from the Alaska Interests

ADL 381003, ADL 381201 and ADL 378114); provided, however, that notwithstading any other
provision of created or put in place on or after August 24,2007 (other than those described in clauses (i) and (ii) of

that accrue after the Effective Time, including those associated with, relating to or arising from (i) the conveyance, transfer or assignment of overriding royalty interests of PERL and PEAO pursuant to Section 7.2(1 and (ii) the overriding royalty interests in the Redoubt Unit (ADL 374002, ADL 381203,
this Agreement, upon the Alaska Interests Closing any and all overriding royalty interests
this

Section 1.16( e)) shall be terminated and Buyer shall take the Alaska Interests and Properties free and

clear of any and all such overriding royalty interests;"


3. Excluded Items. The following is hereby added to the definition of Section 1.39 of

Excluded Items in

the PSA:

"(r) Any refund due to the Sellers of overpayment of royalties paid to the State of Alaska with respect to leases other than the leases that are listed as Alaska Interests in Exhibit A to this Agreement."
674/023353-0033 i 04963 i. 0

4. Exhibit A (Description of Description of

the Alaska Interests). The following are hereby added to the the Alaska Interests contained in Exhibit A to the PSA:

State Oil and


Gas Leases

State of Alaska ADL 374002

Danco/ Alaska

4/1/1991

100% Working Interest


Redoubt Unit Tract 2

Parership Ltd.

T. 7 N., R. 13 W., Seward Meridian, Alaska


Protracted, All, 615 acres; Section 20: Protracted, All, 640 acres; Section 21 : Protracted, All, 640 acres; Section 28: Protracted, All, 640 acres; Section 29: Protracted, All, 640 acres; Section 30: Protracted ,All, 617 acres; Section 31 : Protracted, All, 619 acres; Section 32: Protracted, All, 640 acres; Section 33: Protracted, All, 640 acres;
Section 19:

containing 5,691 acres, more or less.

State of Alaska ADL 381203

Danco/ Alaska

12/1/1994

100% Working Interest


Redoubt Unit Tract 3

Parership Ltd.

T. 7 N., R. 14 W., Seward Meridian, Alaska

Section 13: Protracted, All, 640 acres; Section 14: Protracted, All, 640 acres; Section 23: Protracted, All, 640 acres; Section 24: Protracted, All, 640 acres; Section 25: Protracted, All, 640 acres; Section 26: Protracted, All, 640 acres;
containing 3,840 acres, more or less.

State of Alaska ADL 378114

Danco/ Alaska Parnership Ltd.

12/1/1994

100% Workig Interest


Redoubt Unit Tract 1

T. 7 N., R. 13 W., Seward Meridian, Alaska


Section 4: Section 5: Section 6: Section 7: Section 8:
674/023353-0033

Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 610 acres; Protracted, All, 612 acres; Protracted, All, 640 acres;

1049631.0

Section 9: Protracted ,All, 640 acres;

Section 16: Protracted, All, 640 acrs; Section 17: Protracted, All, 640 acres; Section 18: Protracted, All, 613 acres;
containing 5,675 acres, more or less.

State of Alaska ADL 381003

Danco/ Alaska Parnership Ltd.

12/1/1994

100% Workig Interest


Redoubt Unit Tract 4

T. 7 N., R. 14 W., Seward Meridian, Alaska


Section 33: Section 34: Section 35: Section 36:

Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres;

- -

State of Alaska ADL 381201

Danco/ Alaska

12/1/1994

containg 2,560 acres, more or less . 100% Working Interest


Redoubt Unit Tract 5

Parership Ltd.

T. 6 N., R. 14 W., Seward Mendian, Alaska


Section 1: Protracted, All, 640 acres; Section 2: Protracted, All, 640 acres; Section 3: Protracted, All, 640 acres;

Section 10: Protracted, All, 640 acres; Section 11: Protracted, All, 640 acres; Section 12: Protracted, All, 640 acres; Section 13: Protracted, All, 640 acres; Section 14: Protracted, All, 640 acres; Section 15: Protracted, All, 640 acres;
containing 5,760 acres, more or less

674/023353-0033
i 04963 1. 0

Rie:hts-of-Wav
GRANTOR
STATE OF ALASKA ADL 227954
STATE OF ALASKA ADL 228217

GRANTEE
FOREST OIL CORPORATION FOREST OIL CORPORATION

EFFECTIVE DATE
5/1/2003

RECORDING DISTRICT
ANCHORAGE

DOCUMENT NUMBER
2004-044693-0

3/1/2004

ANCHORAGE

2004-044694-0

Platforms. Wells and Equipment

REDOUBT SHOAL FIELD

osprey ti or Pi a m
Well

RU-l
RU-2 RU-3 RU-4 RU-4A RU-5 RU-5A RU-6 RU-7 RU-Dl

Workine: Interests in Leases. Wells. Product. Camps and Related Infrastructure


Seller's working interest in all Redoubt Unit leases, wells, platform, related infrastrcture and rights in all contracts and agreements supporting their operations, and including, but not limited to, all assets, properties, rights and interests associated therewith or connected thereto.
All of

All other equipment associated with the Osprey Platform and its associated pipelines, and including, but not limited to, all assets, properties, rights and interests associated therewith or connected thereto.

(remainder of page intentionally left blan)

674/023353-0033

1049631.0

5. Exhibit B (Certin Contracts Describing the Alaska Interests). The following contracts

are hereby added to the list of Certin Contracts Comprising the Alaska Interests contained on Exhbit B to the PSA:

Redoubt Shoal Unit Agreement between State of Alaska DNR and Forcenergy
Inc., dated August 15, 1997.

Redoubt Shoal Operating Agreement between Unocal and Forcenergy Inc., dated
September 9, 1997.

Escrow Trust Agreement for Abandonment Liabilities of Redoubt Unit between


PERL and State of Alaska, Deparment of

Natual Resources.

6. Schedule 1 (Cure Amounts to be Paid bv Buyer at Closing). The following cure amounts

are hereby added to the list of Cure Amounts to be Paid by Buyer at Closing contained on
Schedule 1 to the PSA:

Counterpart
DNR (as beneficiary) and First
National Ban Alaska (as escrow

Agreement
Escrow Agreement for Abandonment Liabilties of Redoubt Unit

Estimated Cure

Amount
$0.00

agent)
7. Schedule 3 (Performance Bonds). The following performance bonds are hereby added to

the list of Performance Bonds on Schedule 3:

Account Type

Bank

Balance

Notes
Escrow Account Pledged to DNR for Redoubt Operations - Balance as of

Abandonment First National Liabilty Ban of Alaska

$6,627,711.45 10/14/2009

The items in the foregoing Performance Bonds table are included as Alaska Interests to the extent such items are returned to Sellers through a reversal or vacation of the Abandonment Order; otherwise, such items are not included as Alaska Interests.
8. Effect on PSA, Exhibits and Schedules. Except as expressly provided in this Amendment

to the contrar, the PSA and its Exhbits and Schedules continue in full force and effect

according to their terms. For the avoidance of doubt, it is acknowledged and agreed that the assets added to Exhibit A pursuant to ths Amendment are not being added to, and are intentionally excluded from, Schedule 6.
(signature page follows)

674/023353-0033

1049631.0

IN WITNESS WHEREOF, the undersigned have executed this Amendment, effective as


of

the date and year Irst above n,Ttten.

PACIFIC ENERGY ALASKA OPERATING LLC

Name: Gerr Tyw muk

By: U-'. v,

(~j

Title: Acting Chie xecutive Ofcer


PACIFIC ENERGY ALASKA HOLDINGS, LLC

By:

Name: Gerry Tyw niuk

Title: Acting Chie Executive Oftcer


COOK INLET ENERGY, LLC

By:

Name: David Hall


Title: Chief

Executive Offcer

67-l/0i3JS3-O33
1049631

IN WITNSS WHEREOF, the undersigned have executed this Amendment, effective as of the date and year first above wrtten.
PACIFIC ENERGY ALASKA OPERATING LLC

By:
Name: Gerr Tywoniuk

Title: Acting Chief Executive Offcer


PACIFIC ENERGY ALASKA HOLDINGS, LLC

By:
Name: Gerr Tywoniuk
Title: Acting Chief

Executive Offcer

COOK INLET ENERGY, LLC

~avid Hall

By: : A c...tTitle: Chief Executive Offcer

~ '/1 'y( //

6741023353.0033
1049631

Exhibit A to
Purchase and Sale Agreement (Alaska Group 1)

DESCRIPION OF THE ALASKA INTERESTS

Lease/Lessor

Orie:inal Lessee

Lease Date

Interest Assie:ned and


Property Description

(interest delineated in description assIlmed to PEAO)

Bureau orLand
Manae:ement BLM A 035017
Ralph H. Cottis
10/1/1958

100.000% Record Title Interest 100.000% Operating Rights in "Shallow Rights" 60.000 % Operating Rights in "Deep Rights"
West Foreland Township 8 North, Range 14 West, Seward Meridian, State of Alaska
Section 16:

Fractional SE/4 SW/4,

Fractional S/2 SE/4


Section 21: Fractional E/2, E/2 W /2 Section 22: Section 27:

Fractional SW/4 SW/4 Fractional NW /4, Fractional N/2

SW/4
Section 28: NE/4, E/2 NW/4, NE/4 SW/4, N/2 SE/4 Protracted Survey U.S. Survey 4522 U.S. Survey 4523

U.S. Survey 4524, Lot 1

U.S. Survey 11865

containing 857 acres, more or less.

674/023353-0033 1044197.33

Exhibit A, Page 1

LeaselLessor

Orh.dnal Lessee (interest delineated

Lease Date

Interest Assie:ned and


Property Description

in description asshmed to PEAO)


MMS Oil and
Gas Lease

OCS-Y-01665

Forcenergy Inc.

8/1/1997

0.5000% Overriding Royalty Interest *


COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act from the United States Deparment of Interior, Minerals Management Service, effective August 1,
1997, identified as serial number OCS- Y -

01665 whose leased area is described as: "That portion of Block 6163, OCS Offcial Protraction Diagram NO 05-02, Seldovia, approved January 4, 1995, shown as Federal 8(g) Area B on Supplemental Official OCS Block Diagram dated January 03, 1994, containing 1,546.208235 hectares, and that Block 6213, OCS Offcial portion of Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal 8(g) Area C on Supplemental Offcial OCS Block Diagram dated February 3, 1994, containing 259,420981 hectares.

MMS Oil and Gas Lease OCS-Y-01664

Forcenergy Inc.

8/1/1997

0.5000 % Overriding Royalty Interest *


COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act from the United States Deparment of Interior, Minerals Management Service, effective August 1,
1997, identified as serial number OCS- Y-

01664 whose leased area is described as: "That portion of Block 6113, OCS Official Protraction Diagram NO 05-02, Seldovia, approved January 4, 1995, shown as Federal 8(g) Area B on Supplemental Official OCS Block Diagram dated January 03, 1994, containing 2,084.249688 hectares; and That portion of Block 6114, OCS Offcial Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal
674/023353-0033 1044197.33

Exhibit A, Page 2

Lease/Lessor

Orieinal Lessee

Lease Date

Interest Assiened and


Property Description

(interest delineated in description assiened to PEAO)

8(g) Area B on the Supplemental Offcial OCS Block Diagram dated January 03, 1994, containing 62.294910 hectares."

State Oil and


Gas Leases

State of Alaska ADL 384404

Stewart Petroleum Company

1/1/1995

0.43750% Overriding Royalty Interest *


Cosmopolitan Unit, Tract 4
T. 3 S., R. 15W., Seward Meridian, Alaska
Section 22:
Section 23: Section 26:

Protracted, All, 640 Acres; Protracted, All, 640 Acres; . Surveyed, Fractional, All, 11.13

acres;

Section 26: Protracted, All, tide and submerged lands, 628.87 acres; Section 27: Protracted, All 640 Acres
containing 2,560.00 acres, more or less. State of Alaska ADL 384403
Stewar Petroleum

1/1/1995

0.43750% Overriding Royalty Interest *


Cosmopolitan Unit, Tract 3
T. 3 S., R. 15W., Seward Meridian, Alaska

Company

Section 20: Protracted, All, within the computed Alaska seaward boundary, listed as "state acreage' on Alaska's seaward boundary diagram approved by the state on Feb. 4, 1993,203.80 acres; Section 21: Protracted, All, 640 acres; Section 28: Protracted, All 640 acres; Section 29: Protracted, All, within the computed Alaska seaward boundary, listed as "state acreage" on Alaska's seaward boundary diagram approved by the state on Feb. 4, 1993,419.20 acres; Section 32: Protracted, All, within the computed Alaska seaward boundary, listed as "state acreage" on Alaska's seaward boundary diagram approved by the state on Feb. 4, 1993,535.69 acres
674/023353-0033 1044197.33

Exhibit A, Page 3

LeaselLessor

Orie:inal Lessee

Lease Date

Interest Assie:ned and


Property Description

(interest delineated in description assie:ned to PEAO)

Section 33: Protracted, W/2, 320.00 acres;


containing 2,758.69 acres, more or less
State of Alaska ADL 18790
Superior Oil

9/1/1962

0.418750% Overriding Royalty Interest *


Cosmopolitan Unit, Tract 7

company

T. 3 S., R. 15 W., Seward Meridian, Alaska

Section 33: E/2, 320 acres; Section 34: All, 640 acres; Section 35; Fraction (all shorelands (if any), tidelands, and submerged lands, including such shorelands (if any) and tidelands as may underlie the portion of StariskI Creek that runs through this section), 479.99 acres;
T. 4 S., R. 15 W., Seward Meridian, Alaska

Section 2: Fraction, (all tidelands and submerged lands), 378.98 acres; Section 3: All, 640 Acres; Section 4: All, 640 Acres;
Section 10: All, 640 Acres;

Section 11: Fraction, (all tidelands and submerged lands), 220.39 acres;
Containing 3,959.26 acres, more or less.

State of Alaska ADL 387102

Arco Alaska

Inc.

2/1/1996

0.5000 % Overriding Royalty Interest *


Cosmopolitan Unit, Tract 1

T. 3 S., R. 15W., Seward Meridian, Alaska


Section 15: Protracted, All, 640 Acres; Section 16: Protracted, All within the computed Alaska seaward boundary, listed as "state acreage' on Alaska's seaward boundary diagram approved by the state on Feb. 4, 1993,466.64 acres; Section 17: Protracted; All within the computed Alaska seaward boundary, listed as "state acreage" on Alaska's seaward boundary diagram approved by the state on
674/023353-0033 1044197.33

Exhibit A, Page 4

Lease/Lessor

Oril!inal Lessee (interest delineated in description assIlmed to PEAO)

Lease Date

Interest Assil!ned and


Property Description

Feb. 4, 1993, 2.50 acres;

containing 1,109.14 acres, more or less

State of Alaska ADL 389230

Arco Alaska Inc.

2/112000

0.5000% Overriding Royalty Interest *


Cosmopolitan Unit, Tract 6

T. 4 S., R. 15W., Seward Meridian, Alaska


Section 5: Protracted, All tide and submerged land within the computed Alaska seaward boundary, listed as "state acreage' on Alaska's seaward boundary diagram approved by the state on Feb. 9, 1993,634.15 . acres; Section 6: All tide and submerged land within the computed seaward boundary, listed as "state acreage' on Alaska's seaward boundary diagram approved by the state on Feb. 9, 1993,52.73 acres; Section 7: Protracted, All tide and submerged land within the computed seaward boundary, listed as "state acreage" on Alaska's seaward boundary diagram approved by the state on Feb. 9, 1993,258.35 acres; Section 8: Protracted, All, 640 Acres; Section 9: Protracted, All, 640 Acres;
Section 16: Protracted, All, 640 Acres;

Section 17: Protracted, All, 640 Acres; Section 18: Protracted, All tide and submerged land within the computed seaward boundary, listed as "state acreage" on Alaska's seaward boundary diagram approved by the state on Feb. 9, 1993,530.49
acres;

State of Alaska ADL 389525

Philips Alaska, Inc.

5/112001

containing 4,035.72 acres, more or less 0.5000 % Overriding Royalty Interest *

Cosmopolitan Unit, Tract 8 (Parial)


T.4 S., R. 15 W., Seward Meridian, Alaska

674/023353-0033 1044197.33

Exhibit A, Page 5

LeaselLessor

Original Lessee

Lease Date

Interest Assigned and


Propertv Description

(interest delineated in description asshmed to PEAO)

Section 19: Protracted, N/2. 311.00 acres.


containing 311.00 acres, more or less 0.5000 % Overriding Royalty Interest *

State of Alaska ADL 389526

Philips Alaska, Inc.

5/1/2001

Cosmopolitan Unit, Tract 9


T. 4 S., R. 16 W., Seward Meridian, Alaska

Section 13: Protracted, All, as listed as "state acreage" on Alaska's seaward boundary diagram approved by the state on February 2, 1993, 16.68 acres; Section 24: Protracted. N/2, as listed as "state acreage" on Alaska's seaward boundary diagram approved by the state on February 2, 1993, 84.02 acres;
Containing 100.70 acres, more or less
State of Alaska ADL 390368

Forest Oil Company

10/1/2003

100% Working Interest


Kustatan

T. 7 N., R. 14 W., Seward Meridian, Alaska

Section 4: Unsurveyed. All tide and submerged lands, 8.75 acres; Section 4: Unsurveyed. The beds of the unnamed lakes located within the S2NE4 and SE4, 41.11 acres; Section 9: Unsurveyed, All tide and submerged lands, 441.57 acres; U.S. Survey 12121, Lot 1 and that portion of Lot 2 lying within Sections 3, 4, 9 & 10, 310.37 acres; U. S. Survey 4527, Lot 1 and 3, 161.09 acres;
containing 962.89 acres, more or less.
State of Alaska ADL 388233

Anadarko Petroleum Corporation and Arco Alaska, inc.

2/1/1997

30% & 70% Working Interest


Three Mile Creek Unit Tract 4
T. 13 N., R. 11 W., Seward Meridian, Alaska, Tract A

674/023353-0033 1044197.33

Exhibit A, Page 6

Lease/Lessor

Original Lessee (interest delineated in description asshmed to PEAO)

Lease Date

Interest Assigned and


Property Description

Segment 1: As to a 30% working interest


in 2,800.00 acres, more or less, and described as follows:
Section 22: Section 23:

Section 26:

Unsurveyed, SE/4; 160 acres; Unsurveyed, SW/4; 160 acres; Unsurveyed, All; 640 acres;

Section 27: Unsurveyed, E/2, SW/4; E/2

NW/4; 560 acres Section 34: Unsurveyed, All; 640 acres; Section 35: Unsurveyed, All; 640 acres;

Segment 2: As to a 30% working interest in 200.00 acres, more or less, and described as
follows:
Section 22:

Unsurveyed, SE/4NE/4; 40.00 Unsurveyed, NW/4; 160.00

acres;
Section 23:

acres;

Segment 3: As to a 70% working interest in 160.00 acres, more or less, and described as
follows:
Section 23:

Unsurveyed, SE/4; 160 acres;

Segment 4: As to a 70% working interest in 160.00 acres, more or less, and described as
follows:
Section 23:

Unsurveyed, NE/4; 160 acres;

entire tract containing 3,320 acres, more or less.


State of Alaska ADL 359111
Richard E. Wagner

12/1/1983

100% Working Interest


West McArhur River Unit, Tract 1
T. 8 N., R. 14 W., Seward Meridian, Alaska
Section 3: Protracted, All; 640.00 acres;

674/023353-0033 1044197.33

Exhibit A, Page 7

LeaselLessor

Ori2inal Lessee (interest delineated in description asshmed to PEAO)

Lease Date

Interest Assi2ned and


Property Description

Section 4: Protracted, All; 640.00 acres;

Section 5: Unsurveyed; All tide & submerged lands; 465.00 acres; Section 8: Unsurveyed; All tide & submerged lands; 130.00 acres; Section 9: Unsurveyed; All tide & submerged lands; 630.00 acres; Section 10: Protracted, All; 640.00 acres; Section 15: Protracted, All; 640.00 acres; Section 16: Unsurveyed, All; tide & submerged lands; 390.00 acres

containing 4,175.00 acres, more or less


State of Alaska ADL 359112

Richard E. Wagner

12/1/1983

100% Working Interest


West McArhur River Unit, Tract 2
T. 8 N., R. 14 W., Seward Meridian, Alaska
Section 21: Unsurveyed; All tide & submerged lands; 125.00 acres; Section 22: Unsurveyed; All tide & submerged lands; 635.00 acres; Section 23: Protracted, All; 640.00 acres; Section 27: Unsurveyed, All; tide & submerged lands; 495.00 acres; Section 34: Unsurveyed, All; tide & submerged lands; 260.00 acres; containing 2,155.00 acres, more or less

State of Alaska ADL 390078


EXPLORA nON LICENSE

Forest Oil

11/1/2003

100% Interest in Exploration License

Corporation

South Susitna Exploration License No.2


T. 19 N., R. 6 W., S.M. Sections 1-18; All T. 19 N., R. 7 W., S.M. Sections 1-3 & 10-15; All T. 19 N., R. 8 W., S.M. Sections 1-36; All T. 19 N., R. 9 W., S.M. Sections 1-13, 16-18,20-36, All; Section 14, All, Excluding U.S. Survey 3998, Lot 1;
Exhibit A, Page 8

674/023353-0033 1044197.33

Lease/Lessor

Orh!nal Lessee

Lease Date

Interest Assie:ned and


Property Description

(interest delineated in description


asslmed to PEAO)

Section 15, All, Excluding U.S. Survey 3998,


Lot 1 & 2;

Section 19, All, Excluding U.S. Survey 3997;


U.S. Survey 3998, Lot 1;
T. 19N.,R. LOW., S.M.

Sections 1-3, 10-15, 22-27 & 34-36, All;


T. 20 N., R. 5 W., S.M.

Sections 4-9, 16-21 & 28-33, All;


T. 20 N., R. 6 W., S.M.

Sections 1-36, All;


T. 20 N., R. 7 W., S.M.

Sections 1-36, All;


T. 20 N., R. 8 W., S.M.

Sections 1-36, All;


T. 20 N., R. 9 W., S.M.

Sections 1-36, All;


T. 20 N., R. 10 W., S.M.

Sections 1-3, 10-15,22-27 & 34-36, All;


T. 21 N., R. 5 W., S.M.

Sections 4-9, 16-21 & 28-33, All;


T. 21 N., R. 6 W. S.M.
Sections 1-3,5-8, 10-36, All;

Section 4, All, Excluding U.S. Survey 3900; Section 9, All, Excluding U.S. Survey 3900;
T. 21 N., R. 7 W., S.M.

Sections 1-36, All;


T. 21 N., R. 8 W., S.M.

Sections 1-36, All;


T. 21 N., R. 9 W., S.M.

Sections 1,2,5-7,11-14,17-22,24-36, All;


Section 3, All, Excluding U.S. Survey 3990; Section 4, All, Excluding U.S. Survey 3990 & 3991; Section 8, All, Excluding U.S. Survey 2938; Section 9, All, Excluding U.S. Survey 3990; Section 10, All, Excluding U.S. Survey 3990; Section 15, All, Excluding U.S. Survey 3989; Section 16, All, Excluding U.S. Survey 3989; Section 23, All, Excluding U.S. Survey 3992;
T. 21 N., R. 10 W., S.M.

Sections 1-3, 10-15,21-28 & 33-36, All;


T. 22 N., R. 5 W., S.M.

Sections 4-6,8-16, 19,21 & 30-33; Section 7, All, Excluding U.S. Survey 4784;
674/023353-0033 1044197.33

Exhibit A, Page 9

LeaselLessor

Original Lessee (interest delineated in description ass!med to PEAO)

Lease Date

Interest Assigned and


Property Description

Section 17, All, Excluding U.S. Survey 4783 & 4784; Section 20, 28 & 29, All, Excluding U.S.
Survey 4783;

U.S. Survey 4784, Lots 3, 5, 7 & 9, 14 & 17;


T. 23 N., R. 6 W., S.M.

Sections 1-36, All;


T. 22 N., R. 7 W., S.M.

Sections 1-36, All; T. 22 N., R. 8 W., S.M. Sections 1-36, All;


T. 23 N., R. 6 W., S.M.

Sections 1-36, All;


T. 23 N., R. 7 W., S.M.
Sections 1-36, AlL.

Total Acreage 471,474.23


State of Alaska ADL 390578
Forest Oil Corporation
6/112005

100% Working Interest


North Alexander Prospect

Tract CI2004-596

T. 14 N., R. 8 W., Tract A, Seward Meridian, Alaska.


Section 4, Unsurveyed, All, 640.00 Acres; Section 5, Unsurveyed, All, 640.00 Acres; Section 6, Unsurveyed, All, 619.76 Acres; Section 7, Unsurveyed, All, 621.52 Acres; Section 8, Unsurveyed, All, 640.00 Acres; Section 9, Unsurveyed, All, 640.00 Acres; Section 16, Unsurveyed, All, 640.00 Acres; Section 17, Unsurveyed, All, 640.00 Acres; Section 18, Unsurveyed, All, 623.28 Acres; This Tract (CI2004-596) contains 5,704.56 Acres, More or Less.
State of Alaska ADL 390585
Forest Oil

100% Working Interest

Corporation

North Ivan Prospect


Tract CI2004-642

T. 15 N., R. 8 W., Tract A, Seward Meridian, Alaska.


674/023353-0033 1044197.33

Exhibit A, Page 10

Lease/Lessor

Orieinal Lessee

Lease Date

Interest Assiened and


Property Description

(interest delineated in description assiimed to PEAO)

Section 19, Unsurveyed, All, Including The Bed of Ivan River, 615.00 Acres; Section 20, Unsurveyed, All, 640.00 Acres; Section 21, Unsurveyed, All, 640.00 Acres; Section 28, Unsurveyed, All, 640.00 Acres; Section 29, Unsurveyed, All, 640.00 Acres; Section 30, Unsurveyed, All, Including The Bed of Ivan River, 616.00 Acres; Section 31, Unsurveyed, All, Including The Bed of Ivan River,
618.00 Acres;

Section 32, Unsurveyed, All, 640.00 Acres; Section 33, Unsurveyed, All, 640.00 Acres; This Tract (CI2004-642) Contains 5,689.00 Acres, More or Less. State of Alaska ADL 17595

Pan American
Petroleum Corp.

2/1/1962

50% Working Interest


Raptor Prospect

New Segment 2 T. 9 N., R. 12 W., Seward Meridian, Alaska. Sec. 17: All; 640 Acres; Sec. 18: All; 634 Acres;

Sec. 19: Nl/2, SWl/4SWl/4, Nl/2SWl/4, SEl/4SEl/4, Nl/2SEl/4


556.5 Acres; Sec. 20: All; 640 Acres.

Containing 2,470.5 Acres

State of Alaska ADL 390370

Forest Oil

10/1/2003

100% Working Interest


Raptor Prospect

Corporation

Tract CIA 2003-284 T. 9 N., R. 12 W., Seward Meridian, Alaska.


Section 3, Protracted, All, 640.00 Acres; Section 10, Protracted, All, 640.00 Acres;

This Tract (CIA 2003-284) Contains 1,280.00 Acres, More or Less


674/023353-0033 1044197.33

Exhibit A, Page 11

Lease/Lessor

Oril!inal Lessee (interest delineated in description ass!med to PEA 0)


Forest Oil

Lease Date

Interest Assil!ned and


Propert Description

State of Alaska ADL 390379

10/1/2003

100% Working Interest


Raptor Prospect

Corporation

Tract CIA 2003-371 T. 10 N., R. 12 W., Seward Meridian, Alaska.

Section 29, Protracted, All, 640.00 Acres; Section 30, Protracted, All, 627.00 Acres; Section 31, Protracted, All, 629.00 Acres; Section 32, Protracted, All, 640.00 Acres;

This Tract (CIA 2003-371) Contains 2,536.00 Acres, More or Less.

State of Alaska ADL 390555

Forest Oil

6/1/2005

100% Working Interest


Tutna Prospect

Corporation

Tract CI2004-373

T. 10 N., R. 13 W., Tract A, Seward


Meridian, Alaska.

Section 4, Unsurveyed, All, 640.00 Acres; Section 9, Unsurveyed, All Including The Bed Of Middle River And
Excluding U.S. Survey 4551,432.41 Acres;

T. 10 N., R. 13 W., Seward Meridian, Alaska.

Section 9, Unsurveyed, All Tide And Submerged Lands, 202.59 Acres; Special Surveys
U.S. Survey 4551,5.00 Acres;

This Tract (CI2004-373) Contains 1,280.00 Acres, More or Less.


State of Alaska ADL 390556
Forest Oil

6/1/2005

100% Working Interest


Tutna Prospect

Corporation

Tract CI2004-374
674/023353-0033 1044197.33

Exhibit A, Page 12

Lease/Lessor

Orl!:nal Lessee

Lease Date

Interest Assigned and


Property Description

(interest delineated in description assIlmed to PEAO)

T. 10 N., R. 13 W., Tract A, Seward


Meridian, Alaska.

Section 5, Unsurveyed, All Including The Bed Of Middle River,


640.00 Acres;

Section 6, Unsurveyed, All Including The Bed Of Middle River,


620.00 Acres;

Section 7, Unsurveyed, All, 622.00 Acres; Section 8, Unsurveyed, All Including The Bed Of Middle River,
640.00 Acres;

This Tract (CI2004-374) Contains 2,522.00 Acres, More or Less


State of Alaska ADL 390557
Forest Oil

6/1/2005

100% Working Interest


Tutna Prospect

Corporation

Tract CI2004-377

T. 10 N., R. 13 W., Tract A, Seward


Meridian, Alaska.

Section 17, Unsurveyed, All, 397.38 Acres; Section 18, Unsurveyed, All Excluding U.S.
Survey 4552,619.00 Acres;

Section 19, Unsurveyed, All, 484.06 Acres; Section 20, Unsurveyed, All, 17.31 Acres; T. 10 N., R. 13 W., Seward Meridian, Alaska. Section 17, Unsurveyed, All Tide And Submerged Lands, 242.62 Acres; Section 19, Unsurveyed, All Tide And
Submerged Lands, 140.94 Acres;

Section 20, Unsurveyed, All Tide And Submerged Lands, 622.69 Acres; Special Surveys
U.S. Survey 4552,5.00 Acres;

This Tract (CI2004-377) Contains 2,529.00 Acres, More or Less.


State of Alaska ADL 391108
Forest Oil

10/01/2007

50% Working Interest


Raptor Prospect

Corporation

674/023353-0033 1044197.33

Exhibit A, Page 13

Lease/Lessor

Original Lessee (interest delineated in description assI!med to PEAO)

Lease Date

Interest Assigned and


Property Description

Tract: CI2006-285 T. 9 N., R. 12 W., Seward Meridian, Alaska.

Section 5, Protracted, All, 640.00 acres; Section 6, Protracted, All, 630.00 acres; Section 7, Protracted, All, 632.00 acres; Section 8, Protracted, All, 640.00 acres;
.

This Tract (CI2006-285) contains 2,542.00 acres, more or less.


State Of Alaska ADL 390571
Forest Oil

6/1/2005

100% Working Interest

Corporation

Pretty Creek
Tract CI2004-544

T. 13 N., R. 9 W., Tract A, Seward Meridian, Alaska. Section 1, Unsurveyed, SW4SW4 Including The Bed Of Lewis River,
40.00 Acres;
Bed Of

Section 2, Unsurveyed, S2S2 Including The Theodore River, 160.00 Acres; Section 11, Unsurveyed, All Uplands Including The Bed Of Theodore River And Excluding U.S. Survey 3956,

492.88 Acres;

Section 12, Unsurveyed, All Uplands Within The W2W2, 95.21 Acres; T. 13 N., R. 9 W., Seward Meridian, Alaska. Section 11, Unsurveyed, All Tide And
Submerged Lands, 133.22 Acres;

Section 12, Unsurveyed, All Tide And Submerged Lands Within The S2S2, NE4SE4, NW4SW4, 224.78 Acres; Special Surveys
U.S. Survey 3956, 13.90 Acres;

This Tract (CII2004-544) Contains 1,159.99 Acres, More or Less.


State of Alaska MHT 9300062
Forest Oil

1/1/2006

100% Working Interest


Three Mile Creek

Corporation

674/023353-0033 1044197.33

Exhibit A, Page 14

LeaselLessor

Ori2inal Lessee

Lease Date

Interest Assi2ned and


Property Description

(interest delineated in description asshmed to PEAO)

Tract 12, Mental Health Tract:

T. 13 N, R. 10 W., Seward Mendian, Alaska Section 4: Unsurveyed, All, Excluding the Beluga River (625.00 Acres) Section 5: Unsurveyed, All (640.00 Acres);
Section 6: Unsurveyed, SE1/4 (160.00

Acres); Section 7: Unsurveyed, NE1/4, S1/2, Excluding the Beluga River, (402.00 Acres); Section 8: Unsurveyed, All, Excluding the Beluga River (596.00 Acres) Section 9: Unsurveyed, All, Excluding the Beluga River (555.00 Acres) Section 16: Unsurveyed, All (640.00 Acres); Section 17: Unsurveyed, All (640.00 Acres); Section 18: Unsurveyed, All, Excluding The Beluga River (599.00 Acres) This Tract Contains 4,857.00 Acres, More or Less.

MHT 9300063

Forest Oil

1/1/2006

100% Working Interest


Three Mile Creek
Tract 37, Mental Health Tract

Corporation

T. 13 N, R. 11 W., Seward Meridian, Alaska Section 1: Surveyed, W1/2NW1/4 (80.00 Acres); Section 2: Surveyed, All (640.00 Acres); Section 3: Surveyed, All, Excluding the Beluga River (605.00 Acres); Section 10: Surveyed, All, Excluding the Beluga River (580.00 Acres); Section 1 1: Surveyed, All, 640.00 Acres; Section 13: Unsurveyed, SE1/4, Excluding the Beluga River (139.00 Acres); Section 14: Surveyed, All, Excluding the Beluga River (587.00 Acres);
By the United States Deparment Of The

Interior, Bureau (35.00 Acres); of Land Management in Anchorage, Alaska


on January 8, 1992
674/023353-0033 1044197.33

Exhibit A, Page 15

Lease/Lessor

Orieinal Lessee (interest delineated in description assiimed to PEAO)

Lease Date

Interest Assiened and


Property Description

By the United States Deparment Of The


Interior, Bureau (35.00 Acres); of Land

Management in Anchorage, Alaska on


January 8, 1992

Section 15: Surveyed, All, Excluding the Beluga River (635.00 Acres)

Tract 37 contains 4,857.00 Acres, more or


less.

According to the Federal Amended Survey Plat accepted by the United States
Deparment Of The Interior, Bureau of Land

Management in Anchorage, Alaska on


January 8, 1992

State Of Alaska ADL 390579

Forest Oil

6/1/2005

100% Working Interest


Olsen Creek
Tract CI2004-608

Corporation

T. 14 N., R. 10 W., Seward Meridian, Alaska. Section 1, Unsurveyed, All, 640.00 Acres; Section 2, Unsurveyed, All, 640.00 Acres; Section 3, Unsurveyed, All, 640.00 Acres; Section 10, Unsurveyed, All, 640.00 Acres; Section 11, Unsurveyed, All, 640.00 Acres; Section 12, Unsurveyed, All, 640.00 Acres; Section 13, Unsurveyed, All, 640.00 Acres; Section 14, Unsurveyed, All, 640.00 Acres; Section 15, Unsurveyed, All, 640.00 Acres; This Tract (CI2004-608) Contains 5,760.00 Acres, More or Less.
State Of Alaska ADL 390549
Forest Oil Corporation
10/1 /2005

100% Working Interest


West Foreland

Tract CII2004-302 T. 9 N., R. 14 W., Tract A, Seward Meridian, Alaska. Section 3, Unsurveyed, All Uplands, Excluding U.S. Survey 4555, Lot 1 & 2, 565.71 Acres;
674/023353-0033 1044197.33

Exhibit A, Page 16

LeaselLessor

Ori2inal Lessee

Lease Date

Interest Assi2ned and


Propert Description

(interest delineated in description assIimed to PEAO)

Section 4, Unsurveyed, All Uplands, 640.00 Acres; Section 9, Unsurveyed, All Uplands, 585.86 Acres; Section 10, Unsurveyed, All Uplands, 104.33 Acres; T. 9 N., R. 14 W., Seward Meridian, Alaska. Section 3, Unsurveyed, All Tide And Submerged Lands, 65.26 Acres; Section 9, Unsurveyed, All Tide And Submerged Lands, 54.14 Acres; Section 10, Unsurveyed, All Tide And Submerged Lands, 535.67 Acres; Special Surveys
U.S. Survey 4555, Lots 1 & 2, 9.03 Acres;

This Tract (CI2004-302) Contains 2,560.00 Acres, More or Less


State Of Alaska ADL 390551
Forest Oil

06/112005

100% Working Interest


Maverick
T. 9 N., R. 14 W., Seward Meridian, Alaska
Section 29, Unsurveyed, All Tide and Submerged Lands, 328.95 acres; Section 32, Unsurveyed, All Tide and Submerged Lands, 188.97 acres; Special Surveys U.S. Survey 4566,2.00 acres;
Contains 519.92 Acres, more or less.

Corporation

State Of Alaska ADL 390735

Forest Oil Corporation

10/1/2006

100% Working Interest


West Foreland

Tract CI2005-309

T. 9 N., R. 14 W., Tract A, Seward Meridian, Alaska.


Section 29, Unsurveyed, All Uplands,
318.00 Acres;

Section 30, Unsurveyed, All, 637.00 Acres; Section 31, Unsurveyed, All, 639.00 Acres;
674/023353-0033 1044197.33

Exhibit A, Page 17

Lease/Lessor

Ori2inal Lessee (interest delineated in description assi2ned to PEAO)

Lease Date

Interest Assi2ned and


Property Description

Section 32, Unsurveyed, All Uplands Excluding U.S. Survey 4556 and 4566,
453.00 Acres;

Tract CI2005-309 contains 2,047.00 Acres, more or less.


State Of Alaska ADL 390749
Forest Oil

10/1/2006

100% Working Interest

Corporation

Pretty Creek
Tract CI2005-601

T. 14 N., R. 9 W., Tract A, Seward Meridian, Alaska. Section 5, Unsurveyed, All, 640.00 Acres; Section 6, Unsurveyed, All, 620.00 Acres; Section 7, Unsurveyed, All, 622.00 Acres; Section 8, Unsurveyed, All, 640.00 Acres; This Tract (CI2005-601) Contains 2,522.00 Acres, More or Less.
State of Alaska ADL 17602

70.0000% Working Interest


Non-unitized Acreage
Sabre Prospect

NEW SEGMENT 1
T. 8 N., R. 14 W., S.M.

Section 2:ALL, 640.00 ACRES; Section 11: ALL, 640.00 ACRES;

CONTAINING 1,280.00 ACRES, MORE OR LESS.


State of Alaska ADL 18758

70.000 % Working Interest


Non-unitized Acreage
Sabre Prospect
New Segment 1

Section 35: SE4SE4, 40.00 Acres; Section 36: S2, SE4NW4, 360.00 acres
674/023353-0033 1044197.33

Exhibit A, Page 18

Lease/Lessor

Orie:inal Lessee

Lease Date

Interest Assie:ned and


Property Description

(interest delineated in description assI!med to PEAO)

Containing 400.00 acres, more or less. Pertains to all depths.


State of Alaska ADL 17597

50.000% Working Interest


Non-unitized Acreage
Segment 1

T ION, R13 W, SM
Section 14: ALL 640 Acres Section 15: ALL 640 Acres Section 22: ALL 640 Acres Section 23: ALL 640 Acres Containing 2,560 Acres, More or Less.
Segment 2

T 10 N, R 13 W, SM Section 27: N/2 NE/4, W/2


400 ACRES

Section 28: ALL 640 ACRES Section 33: ALL 640 ACRES
Section 34: W /2, 320 Acres

State of Alaska ADL 384314

Peter G. Zamarello

4/23/1997

Containing 2,000 Acres, More or Less. 1.00000 % Overriding Royalty Interest *

Falls Creek Prospect


Ninilchik Unit, Tract 2
Tract 78-014 T. 2 N., R. 12 W., Seward Meridian, Alaska Section 19, Protracted, All, 626 Acres; Section 20, Unsurveyed, All Tide And Submerged Lands, 456.20 Acres; Section 21, Surveyed, NWl/4NEl/4, N1/2NEl/4NE1I4SEl/4, NE1/4NWl/4, 85 Acres;
Section 28, surveyed, SEl/4, 160 Acres;

Section 29, Unsurveyed, All Tide and Submerged Lands, 260.78 Acres; Section 30, Protracted, All, 627 Acres; Section 31, Surveyed, FractionaL, All, 29.57 Acres; Section 31, Unsurveyed, All Tide And
674/023353-0033 1044197.33

Exhibit A, Page 19

LeaselLessor

Ori2inal Lessee

Lease Date

Interest Assi2ned and


Property Description

(interest delineated in description assI!med to PEAO)

Submerged Lands, 599.43 Acres; Section 32, Surveyed, Fractional, Lot 2,

SEl/4, NEl/4SWl/4,
222.51 Acres; Section 32, Unsurveyed, All Tide And Submerged Lands, 51.96 Acres; Section 33, Surveyed, NEl/4, SWl/4SEl/4,

El/2Wl/2, NWl/4NWl/4,
400 Acres;

State of Alaska ADL 18730

This Tract Contains 3,518.45 Acres More or Less. 50.0000 % Working Interest

Non-unitized Acreage
New Segment 3
T. 9 N., R. 13 W., S.M.

Section 26, E2, 320.00 acres; Section 35, all, 640.00 acres;

Containing 960.00 acres, more or less. Pertains to all depths.


State of Alaska ADL 18777

50.0000 % Working Interest

Non-unitized Acreage
New Segment 1

T. 9 N., R. 13 W., S.M.

Section 7, All, 632.00 Acres;


Section 18, N2, SW4, 474.00 Acres;

Containing 1,106.00 Acres, more or less. Pertains to all depths.

State of Alaska ADL 17594

50.0000% Working Interest


Non-unitized Acreage
Segment 3

674/023353-0033 1044197.33

Exhibit A, Page 20

LeaselLessor

Orie:inal Lessee

Lease Date

Interest Assie:ned and


Property Description

(interest delineated in description asshmed to PEAO)

T 9 N., R. 13 W., S.M.

Section 17: NW4, 160.00 Acres;


Containing 160.00 Acres, more or less. Pertains to all depths
*

Percentage shown reflects conveyance by PEAO of a five-tenths of one percent


overriding royalty interest to Donkel Oil & Gas, LLC as contemplated by Schedule 6(ii).

Terminated Leases. pendine: appeal decision from Alaska DNR


These leases were terminated by Alaska DNR and are cunently under appeal as par of the Point Thomson litigation.
State Of Alaska ADL 47567
Pennzoil, FOC,

10/1/1969

5.2000 % Working Interest

Colorado Oil & Gas

Point Thomson
Terminated, appeal pending.
C23-152 T9N-R22E-D.M.
Section 3: 640.00, Acres, All Section 4: 640.00 Acres, All Section 9: 640.00 Acres, All
Section 10: 640.00 Acres, All

State Of Alaska

Pennzoil, FOC,

10/1/1969

Total Acres - 2,560.00 5.2000 % Working Interest

ADL47562

Colorado Oil & Gas, Newmont, AlAquitaine

Point Thomson
Termnated, appeal pending.
C23-147 T. 10 N.-R. 22 E.-D.M.
Section 27:

640.00 Acres, All

Section 28: 640.00 Acres, All Section 33: 640.00 Acres, All

Section 34: 640.00 Acres, All

Total Acres - 2,560.00

674/023353-0033 1044197.33

Exhibit A, Page 21

Liens and Title Defects


Title Defects
1. Each of the Leases is in good standing insofar as it covers the lands described in Exhibit A

as being within each said lease or "segment" thereof.

2. PEAO holds in each Lease (insofar as each lease covers the lands described in Exhibit A as being within each said lease or "segment" thereof) the undivided percentage working interest or overriding royalty interest that is described in Exhibit A as being held therein by
PEAO.
3. The Deparment of Natural Resources, Division of Mining, Land and Water requested a $250,000 performance bond from PEAO to cover authorizations for certain right-of-ways numbers ADL 32549, 32916, 34813, 35400, 220602, 221085, 227954, and 228217 pursuant to the decision of the Commissioner of Alaska DNR dated May 1, 2008. PEAO appealed the decision on the basis that such request was not supported nor authorized under any provision of Alaska law of regulation thereunder. PEAO and the State of Alaska endeavored to resolve the issue and PERL offered by letter dated December 16, 2008, to add such authorizations to PERL's performance guarantees on fie with Alaska DNR. As of the Execution Date, Alaska DNR has neither responded to nor rejected such offer. As of the Execution Date, the right-of-way authorizations remain in the name of Forest Alaska Operating, L.L.c. (which has changed its name to Pacific Energy Alaska Operating LLC).

4. A dispute relative to the leases formerly known as the Corsair leases, the assignment of

such leases to Escopeta and the status of the contingent interest under the farmout agreement retained by PEAO remains unresolved. Escopeta claimed in a letter to PERL dated August 3, 2009, that Pacific Energy breached the terms of the farm-out agreement by failing to deliver to Escopeta the five leases free and clear of all rental payments due in 2008 and 2009, and that Escopeta was therefore cancelling the farm-out agreement. However, by a separate letter to PERL dated August 6,2009, Escopeta advised PERL to disregard the August 3, 2009 letter because it was, in light of the fact that Pacific Energy is in bankrptcy proceedings, sent in error. Notwithstanding the August 6, 2009 letter, it is PERL's understanding that Escopeta is stil claiming a breach by Pacific Energy under the farm-out agreement for failing to deliver to Escopeta the five leases free and clear of all rental payments due in 2008 and 2009.
Liens

Liens under the DIP Credit Facilty and the Second Lien Credit Agreement; provided, however, that any liens pursuant to the DIP Credit Facilty and the Second Lien Credit Agreement wil be extinguished at Closing, and (a) the Alaska Interests being transferred to Buyer, and (b) the overrding royalty interests being conveyed by PERL and PEAO to Donkel Oil & Gas, LLC
pursuant to Section 7.2(1) of the Agreement, shall be transferred and conveyed free and clear of

any and all Liens, Claims, Liabilities, interests, other encumbrances and Title Defects relating to or in connection with the DIP Credit Facilty and the Second Lien Credit Agreement.

674/023353-0033 1044197.33

Exhibit A, Page 22

Owned Real Propertv*


GRANTOR
GRANTEE
GRANT DATE
4/20/2000

RECORDING DISTRICT
ANCHORAGE

PROSPECT NAME

RECORDING BOOK PAGE

HEIRS OF GLADYS ELVSAAS

FORCENERGY INC

REDOUBT SHOAL
Lot 2, USS 12121 according to

975

678

the offcial plat on fie in the BLM located within the


Anchorage Recording District, Third judicial District, State of AK, containing 161.613 acres more or less.

FRED H
EL VSAAS

FORCENERGY INC

1/28/2000

ANCHORAGE

REDOUBT SHOAL

975

662

Lot I, USS No. 4527, according to the official plat on fie at the BLM, located within the Anchorage Recording Districi, Third Judicial District, State of AK, containing
i 60.545 acres.

FRED H ELVSAAS

FORCENERGY INC

11/1/1998

ANCHORAGE

REDOUBT SHOAL
Parcell: USS 1999 according

3364

205

to the offcial plat on fie in the BLM located in the Anchorage Recording District, Third Judicial District, State of AK, containing 15.197 acres more
or less.

Parcel 3:USS 4527, Lot 2 according to the offcial plat on fie in the BLM, located within the Anchorage Recording Distrct, Third Judicial District, State of AK containing 4.581 acres more or less.

* All interests herein assigned to PEAO by Forest Oil Corporation or Forest Alaska Operating LLC.

674/023353-0033 1044197.33

Exhibit A, Page 23

Real Property Leases*

Surface Leases
LESSOR

LESSEE

LEASE DATE
8/1/2002

RECORDING DISTRICT
ANCHORAGE

PROSPECT NAME
REDOUBT SHOAL

RECORDING BOOK PAGE

SALAMATOF NATIVE ASSOCIATION SALAMATOF NATIVE ASSOCIATION

FOREST OIL CORPORATION

FORCENERGY INC

8/27/1999

ANCHORAGE

WEST FORELAND

* All interests herein assigned to PEAO by Forest Oil Corporation or Forest Alaska Operating

LLC

Riehts-of-Wav*
LESSOR or GRANTOR
LORENCE B.

LESSEE or GRANTEE
STEWART PETROLEUM MARATHON OIL COMPANY
FOREST OIL CORPORATION

LEASE DATE
11/6/1962

RECORDING DISTRICT
ANCHORAGE
ANCHORAGE

PROSPECT NAME

RECORDING BOOK PAGE

SNODGRASS ET UX LORENCE SNODGRASS AND NINA UNION OIL

5/23/1978

9/29/2005

ANCHORAGE

TRADING

BAY

COMPANY OF
CALIFORNIA AND FOREST OIL CORPORATION
COOK INLET REGION INC

STEWART PETROLEUM COMPANY

3/3/1995

ANCHORAGE

COOK INLET REGION INC

FOREST OIL CORPORATION

10/28/2002

ANCHORAGE

1995 SUBSURFACE PIPELINE EASEMENT Connecting West McArhur To Trading Bay (Subject to 1/1/1990 West Foreland General Agreement) KUSTATANTO TRADING BAY SUBSURFACE EASEMENT AGREEMENT

SALAMATOF NATIVE ASSOCIATION BARBARA M, STEVENS REPRESENTED BY THE BIA A-47826


674/023353-0033 1044197.33

FOREST OIL CORPORATION FOREST OIL CORPORATION

8/1/2002

ANCHORAGE

1 1/13/2002

ANCHORAGE

WEST MCARTHUR RIVER Section 21, T.8N, R.l4W., S.M.; Survey 45201

20030212230

Exhibit A, Page 24

LESSOR or GRANTOR
HEIRS OF ALEC DOLCHOK AND SHERIAN E. MARTIN REPRESENTED BY THE FIELD REPRESENTATIVE, BIA AA-8272-B SALAMATOF NATIVE ASSOCIATION

LESSEE or GRANTEE
FOREST OIL CORPORATION

LEASE DATE 09/04/2002

RECORDING DISTRICT
ANCHORAGE

PROSPECT NAME
WEST MCARTHUR RIVER

RECORDING BOOK PAGE


20020653630

FORCENERGY

8/27/999

T2lN R14W
Sec. 3,4,9, 10

T8N R14W
Sec. 16,21,28,33,34 - SO

COOK INLET REGION

STEW ART PETROLEUM COMPANY

1/1/1990

ft wide transportation corridor comprising approx. 80 acres s.m., Kenai pen.bor. SUBSURFACE ACCESS EASEMENT covering T8N R14W Sec 16, SM Commencing at a point in the SW/corner of the airstrip locally known as the Pan American Petroleum Airstrip (abandoned), said corner being the true point of beg.; then N 48 deg 30'W, approx. 1800'; then N 52 deg 4S'E. approx 1300' to the mean high water line of Cook Inlet; then in a SE'ly direction along the mean high water line of Cook Inlet, approx 3750'; then N48 deg 30'W, approx 1850 to the
true point of beg., all
located within the

2019

708

Anchorage Recording
Distrct, Third Judicial

Distrct, AK The Subsurface estate to a depth of 2000 feet from the existing surface contour in the above desc.
Property. (Subject to

1/1/1990 West Foreland

SALAMATOF NATIVE ASSOCIATION INC.

STEW ART PETROLEUM COMPANY

1/1/19990

General Agreement). T8N R14W


Sec 5, 8, 9, 16, 17, S.M.

2019

706

AK surface lease easement


containing approximately

700 acres.

* All interests herein assigned to PEAO by Forest Oil Corporation or Forest Alaska Operating LLC.

674/023353-0033 1044197.33

Exhibit A, Page 25

Platforms. Wells and Equipment

WEST McARTHUR RIVER FIELD. associated infrastructure, pipelines and the following
wells:
Well

lA
2A 3ST 4D
5

7A

WEST FORELAND FIELD, associated infrastructure, pipelines and the following wells:
Well
1

2(Lower) 2D(Upper)

THREE MILE CREEK, associated infrastructure, pipelines and the following wells:

ir I
KUST A TAN FIELD, associated infrastructure, pipelines and the following well:

i~

674/023353-0033 1044197.33

Exhibit A, Page 26

EQuipment and Tools1

Item
i 2
3

E#

Equipment Name

Model No.

Serial No.

Al9

All
Al2
A22 A13 A24

4
5

6 7
8

Al4
A26

Motor grader Motor grader Crawler Crawler Bucket loader Bucket loader Skid steer loader Skid steer loader
#ICrewcab Flatbed Truck

Caterpilar 14G Caterpilar 14G


Caterpilar D-6 Caterpilar D-7H LGP

Caterpilar 966C
Caterpillar 966Fl
Bobcat 863

9 10
11

Al7
b2503 b2504 b2505 b2506

12 13 14
15

Al8
A36 A37 A38 A39 A40 A09 AIO A2 A57 A52 A53 A8 A7 A3 A43 A44 A27 A58 A59
A35 A60 A47
A61 A48

16 17 18 19

#2Crewcab Pickup #3Crewcab Pickup #4Crewcab Pickup #5Crewcab Pickup Extended Cab Pickup #IKawasaki Mule 4X4 #2Kawasak Mule 4X4 #3Kawasak Mule 4X4 #4Kawasaki Mule 4X4
Honda A TV Honda A TV

Bobcat s250 Ford F550 2000 Ford F350 2002 Ford F350 2002 Ford F350 2002 Ford F350 2002
Ford F250 1997

96U05980 96U705 04X08385 7ME00676 7612806 ISL01399 514414261 521313258


FDA W57F31EB36746 i FlSW31 F72EB31928
i

3FlSW31 FX2MAl4709
i FlSW31 F02EB30720
i FlSW3 i i F32EA97 i 15

KA950A3 2510 Diesel KA950A3 2510 Diesel


KAF950A3 2510 Diesel

FlHX26F6VEC56000 JKIAFDAl52B508080 JKIAFDAl82B508073 JKIAFDAl12B508075


JKIAFDAI72B50808i

KA950A3 2510 Diesel


Rubicon

20
21

Fourtax
Skidoo Scandic 1999

22 23 24 25 26 27 28 29 30
31

Snow machine 1991 Diesel SUV Welding Truck Intemational Fuel TruckS Intemational Vac Truck Mack Truck 1982
Mack Vac Truck 1981

Surburban 4dr Chev

Ford F350+portable unit


1954 4070B
End Dump

Vac Truck
Ford F350 1993

Gas Crewcab (Pink lady) Light Plant #1 Light Plant #2


Snow Blower

32 33 34 35 36 37 38

Frost Fighter
Frost Fighter Trailer

Mag005Nightbuster Mag007Nightbuster Boss Totem diesel 500K BTU


1M BTU Hitachi EX 150 Deutz Caterpilar XQ350
Totem diesel

47BTE260314029254 47BTE2243X4004503 1430-00047 i GNGV266J8LFl5996 2FlJW36MOKCB56405 IHTLDZ5N7JH584462 103322228 DML821SX 001023 DMM6866S1353 2FlJW36H8PLBOl629 4000 10474 10476 N/A
1120046 GJ513785 1333489 7878610 E46-JVN89 4FVCBAA41U319265 OMCL0928JOOI

Replacement Excavator

Generator Generator Air Compressor Spil response boat ' 16

I\ 185

Honda Jet Lowe Boat

1 To the extent that such property is in existence upon return of

the equipment to Sellers through a reversal or vacation of the Abandonment Order, all such property will be conveyed to Buyer through a Letter Agreement between the Parties and by way of a Master Conveyance of such property.

674/023353-0033 1044197.33

Exhibit A, Page 27

Item E#

Equipment Name

Model No.

Serial No.

39 A29 Sander 2Vi yd 00-06-7399 41 A30 Diesel man lift JLG 450AJ 300046524

40 A45 Heater Tioga 88111246


43 A46 Spil trailer wIsp

42 A31 Electric scissor lift JLG 2646E2 200067236


il Spil Response Van 53126

44 A49 Equipment trailer 15 Ton N/A

& equipment

45 A32 #IPortable housing unit 2 bedroom + office N/A 46 A33 #2Portable housing unit 2 bedroom + office N/A 47 A34 Atco portable tools storage N/A
50 A5 Fuel truck 1974 Chevrolet CHM934

48 Al 1989 Ford F350 2FfJW36MXKCB08278 49 A4 1999 Ford F350 IFfSW31F6X3A68053


i

169628

51 A6 Vac trck - 60 bbl 1974 Intemational 25947DGAl8253

52 Al6 Backhoe 1975 JD 002859T

53 Crane RTT656S 39142


operations. operations. operations.

54 All of Seller's miscellaneous equipment located in Alaska or associated with Alaskan


55 All of Seller's miscellaneous power tools located in Alaska or associated with Alaskan 56 All of Seller's miscellaneous hand tools located in Alaska or associated with Alaskan

57 All of Seller's miscellaneous equipment storage and tool storage located in Alaska or
associated with Alaskan operations.

Computers and Data


All of Seller's miscellaneous servers, computer and IT hardware equipment located in Alaska or associated with Alaskan operations.
2 All of Seller's miscellaneous computer and IT software located in Alaska or associated with

Alaskan operations.
3 All of Sellers miscellaneous data and data storage located in Alaska or associated with Alaskan

operations.
4 All of Seller's miscellaneous printers, plotters, computer tables, furnture, and any other related

equipment or supplies related to computers and data located in Alaska or associated with Alaskan operations.

674/023353-0033 1044197.33

Exhibit A, Page 28

Workin2 Interests in Leases, Wells, Product, Camps and Related Infrastructure


All of Seller's Working Interest in all West McArhur River Unit leases, wells, camps related infrastrcture and rights in all contracts & agreements supporting their operations.
2 All of Seller's Working Interest in all West Foreland Field leases, wells, production facility,

related infrastrcture and rights in all contracts & agreements supportng their operations.
3 All of Seller's Working Interest in the Kustatan Field lease, KF #1 well, camp, production facility

related infrastructure and rights in all contracts & agreements supporting their operations.
4 All of Seller's rights, title and fee interest in the -360 acres of real property located on the west

side of Cook Inlet where the Kustatan Production Facility is situated.


5 All of Sellers Working Interest in the Mosquito Station and related infrastructure.
6 All of Seller's overrding royalty interests in all Leases located in Alaska.

7 All of Sellers rights, interests and royalty interests in any crude oil stored in any and all of the
storage tanks located in any of the Alaskan facilities and natural gas banked with Aurora Gas.

Furniture. Fixtures and Supplies


i All of Seller's Fumiture located in Alaska or associated to Alaskan operations (other than

fumiture located in the Anchorage office).


2 All of Seller's Fixtures located in Alaska or associated to Alaskan operations.

3 All of Seller's Office, Janitorial, Kitchen (including camp food), Camp, Welding, Lubricants,

Paint Welding, Spil Response and any other supplies in Alaska or associated to Alaskan operations.
Emplovee Records and A2reements

Copies of employee records and agreements of employees retained by Buyer to manage and operate Alaska operations, facilities and offices.
2 Copies of all records and agreements related to contract employees associated with Alaska

operations.

Bonds
i All of Seller's rights and interest in any cash bonds or accounts established to fund reclamation,

decommissioning, remediation, or abandonment of any Alaska facilities, infrastructure, wells or platforms to be acquired by Buyer through this agreement, to the extent retumed by the State of Alaska or other Govemmental Entities in connection with the reversal or vacation of the
Abandonment Order.

674/023353-0033 1044197.33

Exhibit A, Page 29

Seismic Data - Owned - Oct. 2009

. l/
Forest
)- Ul en Ul
Ul Q) Co

Survey
Line

o Z C1 i: :: Survey

Data

~
't
Cl ~ co.o

~~ og

Pacific Data

2D/ 3D

Prefix

Name
Year

Numbers
Basin

Owners
Miles
140.8
4
Y
Y

i :

Ownership
Y

0116

Cook
Inlet

20
Boulder Point
1997

97BP (97BPR)

13,15,17,19
Proprietary Proprietary
17.03
Y
Y Y

PAC 100% PAC 100%

Cook
1

20
Chickaloon Bay

97CB

1997
003
Inlet

Cook
10

20
Kalgin Island

97KAL

1997

01-10
Inlet
Y

Proprietary Proprietary

147.9 4

PAC 100%
Y Y

Cook
5

20
Starichkof
1997

97ST
01-05
Inlet

33.55
50.86
18.41

PAC 100%
Y Y
Y

Cook
3

20
Trading Bay

97TB

1997

05-07
Inlet
1

Proprietary Proprietary Proprietary Proprietary Proprietary

PAC 100%
?
Y

20
1

98HAL

Halibut

1998
Cook

Cook Inlet
Inlet

PAC 100%
18.52
Y

20
3
North Ivan

98NI
S. Middle

1998
Cook
1998
1-5
Inlet

02-04

PAC 100%

20
5

98SMGS
4

Ground Shoal
Tutna
1998

57.34
17.07

?
Y

?
Y
Y

PAC 100%

Cook

20
01-04/(02)
2

98TU(98TUT)
Redoubt Bay

Inlet

PAC 100%
Cook
Inlet

20
1997

FERB97

01,02

Proprietary
Cook
FOG/Aurora

13.72

Olsen/Ivan/
11

20
Otter

010_06
2006
2006
9

1 , 2-11

Inlet

Proprietary
1-4,6-10

99.33

PAC 100% PAC 100% Line 1 - no restrictions

20
South Susitna

SSU 06

Susitna

Proprietary

94.42

PAC 100%

674/023353-0033 1044197.33

Exhibit A, Page 30

Ul o. CI
Gl

II

Forest
r;
c:Q. aiO
"C

Q.
)- ii Cf.ii

Survey
~r; oS

Z i: :: Survey
Line

Data

2DI 3D

Prefix
Cook
4
Inlet

Name
Middle Lake
Y Y Y Y Y

Year
2007
Y

Numbers
Miles
17.84
PAC 100% PAC 100%

Basin
Proprietary Proprietary 31.79

Owners

i :

Pacific Data Ownership

20
01, 02, 03, 04 02,09(09A,09
Cook
Inlet
3

MLK

20
Redoubt Bay

97RB
Cook
1

1997
B),10

20
Redoubt Bay
11

98RB
Y

1998
Inlet

Proprietary
6.02

y y

PAC 100% PAC 100%


Subject to

Cook
3

20
Coffee Creek
1997
Inlet

CC

01, 02, 03
Cook

Proprietary

25.13
12.4

y
Y Y

restrictions
?

95%FOC
5% Unocal

20
2

98HA

Hanna
1998
Inlet

001,002
Cook

PAC 100%

95%FOC
5% Unocal

20
3

98MA

Marie
West McArthur

1998

01-03
Inlet

26.42 24.26

PAC 100%
Y

Cook
Inlet

20
14

97WMH

Hazard

1997

1-4
011,012,021,031
,

Proprietary

y
7.85
Y Y

y
y

PAC 100%

Redoubt High

Cook
Inlet

20
8

RHR

Resolution
Cook
1998

1998 040,041,050,051

Proprietary Proprietary

PAC 100%

20
15

RHZ

01-15

Inlet

27.86
Cook

PAC 100%

20
2000 2003
2003

WFHR2000

Redoubt Shoals Hazard West Foreland High Res Pipeline Survey


Corsair Prospect

Inlet

Proprietary
Cook
Inlet

y
Proprietary
Cook
Inlet

PAC 100%

20
Raptor Prospect

y
Proprietary

y y y

y y

PAC 100% PAC 100%

20

674/023353-0033 1044197.33

Exhibit A, Page 31

z c

. I/ o (\
In G)

Forest
)- In en In

20/ Survey
Line

:. Survey
Data
i't
C) 2i lI.u

Q. el

3D

Prefix

Name
Year

Numbers
Basin

Owners
Miles
Y Y Y Y Y

~~ 08

Pacific Data Ownership


PAC 100% PAC 100%

Valkyrie

Cook

2D
Inlet

Prospect
2003
Cook
3

2D
Inlet
Y

984C (98Fe)

4C

1998
17.09

03,04,12
50% FOC

Proprietary Unocal FOC

Copper River

Copper
2002
River
Y

2D

Test Names
Test Names
Copper
2004
104, 204, 304

Seismic Parameter Test Survey


50% Anschutz
PTNR 30% FOC
Y

Copper River
3

PAC 100%
No

2D

RWC

Basin
River

18.02

Restrictions

PAC 100%
Subject to

Cook
6
Inlet

2D
70% FOC

TMC04
3 Mile Creek

2004
01 - 06
Cook

70% Aurora

29.48

restrictions PAC 100%


Subject to

2D

OC04
3

Olsen Creek
Inlet

2004
Cook
Inlet

01,03,04
1 - 210 1 - 425

30% Aurora

14.73

restrictions

3D

RU3D
Redoubt 3D

1997

Proprietary Proprietary

44.3
16.8

Cook
Inlet
Y
Y
Y

3D

WMAC3D

West McArthur 3D

1997
1 - 193

1 - 120 1 - 239
Cook
Inlet

PAC 100% PAC 100%


Subject to

West Foreland
3D
North Middle

3D
1 - 406

WF3D 06
2006

Proprietary
50% FOC

23.25
Cook

restrictions

Ground Shoal
3D

3D

NMGS3D

1998

1 - 706

Inlet

50% Unocal

44.7
Proprietary
Cook

PTNR

West
McArthur3D

merged
wITBAY3D

3D

WMAC3D/ TB3D

2000

1 - 239

Inlet

WMAC Only

33.66

PAC 100%

674/023353-0033 1044197.33

Exhibit A, Page 32

Seismic Data - Licensed - Oct. 2009 (I)

20

No.

Forest
Data
"1;)- "I "I

I Survey 3D Prefx

's Name
:Vear

'Line I Survey
Line

Numbers
:Basin

2D:8265
i:OgklnltlJLiCi:nSi:cl ..

8265 (MR-8) 1 Middl River

::
Owners
Miles

i1 ll! el ll ~ ',,: New Owner or ; Pacifc Data


l=! ~ l= 0 ~. Owner's Agent . Ownership

Westside!
i Licensed~Jransfer

.... . 86~Ss~naBasin"
. """""''''''''''1 .........I.h..L...l...l..........I.........

~Pfl3Q6
See 8306 line 2

. ..6. N()rth

J9~SL8 19701 12344A16


1 Susitna .i Licensed : Susitna : Licensed
Westside ,: Ji:ook Inlet i Licensed

! Licensed~ Jransfi:r
Licensed - Transfer
:Lii:nSecl: Trans.fer

~pJfl~Q'7

. Q ....Line renamed to 8306

2D 18340

3Jfl~40:L()f1G1 Lake
Westside l
1.971

1971! 6.8,S
11-17
'Cook Inlet 'Licensed
2~S,1~,1J,14,1S . .su:sitna. 'Licensed

2D ,8341 1971

...Liensed~Trans.fer
.' Licensed: Transfer

2D 8343

fl341..~.McArthur 8343 - Kahi~na

Susitna
5.6.8.10-22.24-26 'Flats . (tH~lMtWcllk~mMl%*ElFm;im

2D, GULF66
! License ! Trade from

GULF68

Licensed

Licensed - Transfer

2PJtvR80
,QQE

.2. Ilviddle River 80

. ()()k.lnltli Unocal i License ! Susitna : Trade from


..i.El.asin ..... ... JIjn()cal

rievron(ljn()cil)JLiCi:nsi:cl~Jransfi:r

2D ;PEC

4 IPEC 61

.1 9611E~.JALElL.P
License :Trade from

i:rii:yron(ljnocaI)JLii:nsi:cl:Transfer
Chevrgn (Ijn()cal)!LiCi:nSi:cl...~.Jransfi:r

~PJsEln
! 1978179

JSl,sitnaaasinT' .. .......... L1ST'!7aL1~8


8A.9-16

iljn()gal
License i

, . .
iLicense 'Trade from lUnocal
:Ucense .~

.~PLSar.EL......

S....IS.IJ-sllnfl.El.asin,'7a~._.....

.....!.rii:yr()n(ljn()gfll)..iLic:~f1:s.~cl,:Jran~lr.

~pJI:a1
.t9_fll_

Tygneka1 .

Licensed - Transfer
License 'Trade from Cook Inlet :Unocal

2D;UD
! 1962163

3 IUD 66

1sEL 1-3
AA,AB,AC,AD,BU, E-Z

1.1S . II .J'f ..J.. NJheVrOn(UnOcal)!LiCi:nslcl~TranSfi:r


'Trade from
Cook Inlet: Unocal

(I)

Assignment of licensed seismic data is subject to written consent from Union Oil and Chevron. Such consent is to be acquired by Buyer after the

Alaska Interests Closing.

674/023353-0033 1044197.33

Exhibit A, Page 33

IT EQUIPMENT
COMPUTER WORKSTATIONS
FOC Name ANCOI544 ANCOl545 ANC0l607 ANCOl652 ANCOl659 ANCOl660 ANCOl741 ANCOl742 ANCOl743 ANCOl745 ANCOl747 ANC01748 ANCOl762 ANC01763 ANCOl765 ANC02028 ANC02048 ANC02052 ANC02061
Manal!ed Bv Shared Laptop
Lar Casara

PERL Name
Laptop Laptop Laptop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Laptop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Laptop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Laptop Desktop Desktop Desktop Desktop
ALSK-ANC-OOI

Shared Laptop Paul Winslow #2 HSE Consultant Anchorage Recept Calee Robison Conference Room
Bob Elder

x2136 - Guest Production Assistant ANCDataroom2 x2155 - Guest x2138 - Guest Carleigh Lester Shared PC I x2132 - Guest ANCDataroom Barbara Kruk #2
Theresa Rubey

ANC020n
ANC02173 ANC02181 ANC02253
ANC02312

Conference Room IT Consultant

Barbara Krk #1
Shared Laptop Jim Arlington
Shared PC 2 Rebekah Haynes

ANC02396 ANC02434 ANC02570 ANC02759 ANC02760 ANC02833 ANC02877 ANC02916 ANC02937 FLDOl750 FLDOl752 FLDOl754 FLDOl755 FLDOl761 FLDOl811
FLDO 1926

Paul Winslow #1 Greg Kirkland


Lary Casara

Renee Varlev
Leonard Gurule Leonard Gurule

wmr2 wmrop
Richard Scritchfield

kpfleadop

wmrleadop
Kustatan I

wmr2
David Hall Jim Newstead Tom Hall/Jim Newstead kpfop David Hall

FLDOl981 FLD02167 FLD02275 FLD02533


FLD02614

ALSK-ANC-002 ALSK-ANC-003 ALSK-ANC-004 ALSK-ANC-005 ALSK-ANC-006 ALSK-ANC-007 ALSK-ANC-008 ALSK-ANC-009 ALSK-ANC-OIO ALSK-ANC-Oll ALSK-ANC-OI2 ALSK-ANC-013 ALSK-ANC-OI4 ALSK-ANC-0l5 ALSK-ANC-OI6 ALSK-ANC-017 ALSK-ANC-OI8 ALSK-ANC-OI9 ALSK-ANC-020 ALSK-ANC-021 ALSK-ANC-022 ALSK-ANC-023 ALSK-ANC-024 ALSK-ANC-025 ALSK-ANC-026 ALSK-ANC-027 ALSK-ANC-028 ALSK-ANC-029 ALSK-ANC-030 ALSK-ANC-031 ALSK-ANC-032 ALSK-ANC-033 ALSK-WMR-039 ALSK-WMR-040 ALSK-KPF-041 ALSK-KPF-042 ALSK-WMR-043 ALSK-KPF-044 ALSK-WMR-045 ALSK-KPF-046 ALSK-KPF-047 ALSK-KPF-048 ALSK-KPF-049 ALSK-KPF-050

674/023353-0033 1044197.33

Exhibit A, Page 34

Foe Name No Asset Tag

Manai!ed Bv Kitchen PC

PERL Name
Desktop
ALSK-KPF-051

Anchorage Offce Hardware


-Printers

HP Color LaserJet 5500DN HP LaserJet 9050 HP LaserJet 4350 HP LaserJet 2200dtn


HP LaserJet 1200

Epson Stylus Color 3000


Plotters
HP DesignJet 1050C

Scanners

Neurascanner HP ScanJ et 8250


Copiers
Canon Imagerunner 600

Faxes
Canon LaserClass 3170
Phone System
A vaya Definity

A vaya Definity Expansion Cabinet


4-

Avaya Wireless Access Points (1 - Not in Service)


A vaya Wireless Phone A vaya Wireless Voice Processor A vaya 6416D+ handsets

41 2i -

Avaya 6408D+ handsets


A vaya Console

Switches/Hubs 3Com 3824 - GigE switch 4 - 3Com SuperStack3 - 24 port switch (1 - IP Voice) 2 - Cisco Catalyst 2960 - 48 port 10/1 00 Cisco Catalyst 2960G - 24 port 10/100/1000

Network/Communications Adtran 120e DSU


Cisco 2611 (Gateway)

Cisco 2800 Series Router Cisco PIX 515e


Echo Canceller Paradyne 9192

Vanguard 6455 Router


674/023353-0033 1044197.33

Exhibit A, Page 35

Anchora2e Offce Hardware


Servers

Compaq ML350 Servers HP DL320 Server HP DL360 Server 2 - HP DL380 Servers Dell Poweredge 2900 Dell Poweredge 2950
4-

Other
APC SmarUPS RT 5000

Proxima 9250+ Projector CalComp DrawingBoard V Shar XR-32x Projector Spectra Logic 10K Librarv - w/2 AIT3 Drives Spectra Logic T24 Librarv - wl2 LT03 Drives

WMRU Hardware

Prnters
Brother MFC 4800 - Fax
HP DeskJet 3845

Brother MFC-440CN - Fax


Copiers

Xerox Workcenter XDl25F


Phone System

Nortel Norstar MOX8A

Norstar Fast RA
Norte! CallPilot 100
SwItches/Hubs Netgear DSI08 - 8 port hub 3Com SuperStack3 - 24 port switch

Network/Communications Vanguard 6455 Router Lynx sc6 Radio (Not in Service)

674/023353-0033 1044197.33

Exhibit A, Page 36

Kustatan Hardware
Printers

Brother MFC-440CN - Fax Brother MFC-420CN - Fax 3 - HP DeskJ et 990cse


HP DeskJet 1220c

Phone System

Nortel Norstar MOX8A

Norstar Fast RAD


Nortel CallPilot 100

Switches/Hubs 2 - Cisco 2950 2 - 3Com SuperStack3 - 24 port switch

Network/Communications Vanguard 6455 Router 4 - Tellular SX5E units Lynx sc6 Radio - uplink to XTO Servers 3 - Dell Poweredge 1650 Dell Poweredge 2950

XTO Hardware Network/Communications Vanguard 6455 Router


Echo Canceller
33-

Microwave Dishes (2 - Not in Service) Lynx sc6 Radio (2 - Not in Service)

Other

Toshiba Laptop (Echo Canceller Management)

674/023353-0033 1044197.33

Exhibit A, Page 37

UNIX WORKSTATIONS

Equipment
EouiDment Ultra2
Ul tra2

TVDe

Serial Number
726F185C

Quantity
I I I I I I I

Ultra2 Ultra2 Ultra80


SunBlade 1000 SunBlade 1000

SunBladelOOO SunBladelOOO
A 1000

E250 (Kira)
E450 (Denali)

Workstation Workstation Workstation Workstation Workstation Workstation Workstation Workstation Workstation Disk Arrav Server Server Monitors Kevboards Mice Cables

931Tl297 839T01l9 625F06El


052COBEA 151C0942 151C08A6 151 C08BD 151C0941 043H33CB

I I
I I

038H4C2F
043H49A 7

i
7

N/A N/A N/A N/A

7+ 7+
?

674/023353-0033 1044197.33

Exhibit A, Page 38

Exhibit B to Purchase and Sale Agreement


(Alaska Group 1)

CERTAIN CONTRACTS COMPRISING THE ALASKA INTERESTS


Crude Oil Purchase Agreement Between PEAO and Tesoro Refining and Marketing Company dated March 13,2009. Gas Transportation and Measurement Station Usage Agreement between Forest Oil Corporation and Aurora Gas, LLC Dated October 27,2005. Asset Sales Agreement between Forest Alaska Operating LLC and Pioneer Natural Resources Alaska, Inc. Dated February 14, 2007.

Overrding Royalty Agreement between Forest Alaska Operating LLC and Pioneer Natural Resources Alaska, Inc. Dated February 16, 2007.
Joint Operating Agreement for Three Mile Creek Exploration Unit, Cook Inlet, Alaska by and between Aurora Gas, LLC, and Forest Oil Corporation Dated January 1,2004.

Farmout Agreement between Escopeta Oil Company, L.L.C. and PERL dated February 11,2009.
West Foreland General Agreement with Salamatof Native Association, Inc., Cook Inlet Region, Inc. and Stewar Petroleum Company, dated January 1, 1990, together with associated Surface and Subsurface Access Easements executed among Salamatof Native Association, Inc., Cook Inlet Region, Inc. and Forest Oil Corporation.

Response Action Contract between PEAO and Cook Inlet Spil Prevention and Response, Inc.
Point Thomson Unit Joint Operating Agreement.
Fuel Gas Purchase and Exchange Agreement between Marathon Oil Company and Pacitc Alaska Operating LLC, effective August 13, 2009.

Oil Spil Responder/Coordinator Contract between Pacific Energy Resources Ltd. and The O'Brien Group.
West Foreland #1-West Foreland Field Compensatory Royalty Agreement, dated effective as of April 1, 2001, by and between the United States of America, through the Secretary ofInterior, acting on its own behalf, and on behalf of Cook Inlet Region, Inc. (CIRI), the State of Alaska, and PEAO as successor-in-interest to Forest Oil Corporation.

West Foreland #2 Well- West Foreland Field Royalty Sharing Agreement Effective December 14, 2004 by and between the United States of America, through the Secretary of Interior, acting on its own behalf, and on behalf of CIRI, the State of Alaska, and PEAO as successor-in-interest to Forest Oil Corporation.

674/023353-0033 1044197.33

Exhibit B, Page 1

Three Mile Creek Gas Balancing Agreement dated August 2005, between Aurora Gas, LLC and Forest Oil Corporation - made an additional exhibit to that certain Joint Operating Agreement
dated effective January 1, 2004.

NMGS 3-D Seismic Agreement, dated July 1, 1998, between Forcenergy and Unocal.
Redoubt Shoal

3-D Seismic Agreement, dated July 1, 1998, between Union Oil Company of California and Forcenergy Inc.

Kustatan to Trading Bay Subsurface Easement Agreement, entered into on October 28, 2002, between Cook Inlet Region, Inc. and Forest Oil Corporation (assigned from Forest Oil Corporation to PEAO), along with related Kustatan Subsurface Easement dated December 5, 2002.

Surface Use and Easement Agreement dated August 27, 1999, and Amendment #1, effective
August 1,2002, between SalamatofNative Association, Inc. and Forest Oil Corporation, and

related agreements (except Lease and Right-of-Way Agreement effective January 1,2000 between Salamatof Native Association, Inc., as Lessor, and Forest Oil Corporation and Union Oil Company of California, as Lessees).
Amended and Restated Trading Bay Facilities Agreement effective as of September 1, 2009 by and between Union Oil Company of California and PEAO.
Standby Trust Agreement effective January 14,2008 between PERL and First National Bank

Alaska, a national bank, the "Trustee" for the benefit of U.S. Environmental Protection Agency.
Grant of Easement for Right of Way (A-47826 and AA-8272-B) between PEAO and Bureau of Indian Affairs, Branch of Realty.

Software Maintenance Contract between PEAO and Spectra Logic Corporation.


Software License between PEAO and Symantec Corporation.

Radio Tower and Communications services contract between PEAO and XTO Energy.
Container rental contract between PEAO and Industrial Refuse Inc.

Office Landline and Internet services contract between PEAO and ACS.

Seismic Data Trade and License Agreement, NMGS Area, Cook Inlet Basin, 2002 between Union Oil Company of California and Forest Oil Corporation, dated December 10, 2002. Data License Agreement between Union Oil Company of California and Forest Oil Corporation, dated December 29,2004 (Assignment of this agreement is subject to written consent from
Union OiL, to be acquired by Buyer after the Alaska Interests Closing).

Seismic Data Use License between Chevron USA Inc. and Forest Oil Corporation, dated December 30, 2004 (Assignment of this agreement is subject to written consent from Chevron, to be acquired by Buyer after the Alaska Interests Closing).
674/023353-0033 1044197.33

Exhibit B, Page 2

Data Storage, Trade and License Agreement (Cook Inlet Basin Alaska) dated as of October 1, 2001 by and between Forest Oil Corporation, BP Exploration (Alaska) Inc. and Union Oil Company of California.

674/023353-0033 1044197.33

Exhibit B, Page 3

Exhibit C to Purchase and Sale Agreement


(Alaska Group 1)

FORM OF ASSIGNMENT AND BILL OF SALE


RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

(Space Above This Line For Recorder's Use Only)

ASSIGNMENT AND BILL OF SALE


STATE OF CALIFORNIA COUNTY OF ORANGE

This Assignment and Bil of Sale ("Assignment") is effective as of November _, 2009,

at 7:00 a.m. Pacific Time ("Effective Time"), and is from PACIFIC ENERGY ALASKA OPERATING LLC, a Delaware limited liability company, with an address of 111 West Ocean Boulevard, Suite 1240, Long Beach, California 90802 ("PEAO") to COOK INLET ENERGY, LLC, an Alaska limited liabilty company with an address of P.O. Box 90834, Anchorage, Alaska 99509 ("Buver").

ARTICLE I Definitions
Capitalized terms used herein, but not otherwise defined, shall have the respective November _, 2009, between PEAO, Pacific Energy Alaska Holdings, LLC and Buyer ("Purchase Agreement").
meanings assigned to them in the Purchase and Sale Agreement, dated as of

ARTICLE II Grant

For Two Millon Two Hundred Fifty Thousand Dollars ($2,250,000) (subject to adjustment in accordance with the Purchase Agreement) and other good and valuable consideration, the receipt and sufficiency of which PEAO acknowledges, PEAO hereby bargains, sells, assigns and conveys to Buyer, its successors and assigns, the Alaska Interests, subject to the terms of this Assignment, the Purchase Agreement, and each other Related Agreement, including the exhibits, schedules and attachments to each of the foregoing, and subject to any
674/023353-0033 1044197.33

Exhibit C, Page 1

and all applicable instruments of record in the Offcial Records of the Recording Distrcts of the State of Alaska, and the DNR and the RCA, excluding, however, the Excluded Items.
TO HAVE AND TO HOLD the Alaska Interests from and after the Effective Time, subject to the exceptions, reservations and limitations set forth herein and in the Purchase Agreement, unto Buyer, its successors and assigns forever.

ARTICLE III Acceptance and Assumption


Section l. Buyer accepts this Assignment and, except to the extent specifically

excepted or reserved by PEAO, hereby assumes and agrees to perform all of PEAO's obligations and liabilties under each Contract comprising the Alaska Interests (including compliance with express and implied covenants and payment of costs, rentals, shut-in-payments, minimum royalties, and production royalties). Buyer's obligations under this Article II apply to all applicable agreements and instruments, whether recorded or not.
Section 2. Buyer hereby accepts the rights and obligations of operator with respect to the Alaska Interests and Properties transferred to Buyer under the Purchase Agreement.)

ARTICLE IV Certain Representations and Covenants by Buyer


Section 1. Buyer represents that it has acquired the Alaska Interests for its own benefit and account and has not acquired the Alaska Interests with the intent of distributing fractional undivided interests in them or otherwise sellng them in a manner that would be subject to regulation by federal or state securities laws.

Section 2. If Buyer sells, transfers, or otherwise disposes of the Alaska Interests or fractional undivided interests in them in the future, it wil do so in compliance with Applicable Laws.
Section 3. Buyer wil comply with all Applicable Laws applicable to Buyer's ownership and/or operation of the Alaska Interests.
Section 4. If any of the terms of any document affecting or comprising the Alaska

Interests requires that a third pary (including any Governmental Entity) concur with, consent to or approve any part of the assignment made by this Assignment, Buyer wil obtain such concurrence, consent or approval at its sole cost, risk and expense.
ARTICLE V Other Provisions
Section 1. This Assignment is in all respects subject to the terms, conditions and

provisions of the Purchase Agreement. The terms of this Assignment shall not expand, limit or modify any of the provisions of the Purchase Agreement, and to the extent of any conflct between this Assignment and the Purchase Agreement, the terms of the Purchase Agreement shall prevail in all instances. Nothing in this Assignment shall be deemed to amend or supersede
674/023353-0033 1044197.33

Exhibit C, Page 2

the Purchase Agreement in any respect. The provisions of the Purchase Agreement are not intended to, and shall not be merged into, or waived by, this Assignment.
Section 2. The provisions of this Assignment are severable. If a court of competent

jurisdiction finds any part of this Assignment to be void, invalid, or otherwise unenforceable, this holding wil not affect other portions that can be given effect without the invalid, void or otherwise unenforceable portion.
Section 3. All covenants and agreements in this Assignment bind and inure to the

benefit of the respective successors and assigns of PEAO and Buyer, are covenants running with the land, and are effective as stated, whether or not the covenants and agreements are memorialized in other assignments and other conveyances executed and delivered by the paries and their respective successors and assigns from time to time.
Section 4. Recitation of or reference to any encumbrance, burden, defect, agreement

or other instrument in this Assignment, or incorporated by reference into this Assignment, does not operate to ratify, confirm, revise, or reinstate the encumbrance, burden, defect, agreement or instrument if it has previously lapsed, expired or otherwise terminated. The inclusion of any reference to any encumbrance, burden, defect, agreement or instrument shall not operate to subject any such interest to any such encumbrance, burden, defect, agreement or other instrument except to the extent that such encumbrance, burden, defect, agreement or other instrument is valid and presently subsisting with respect to such interest; nor shall the reference to any such encumbrance, burden, defect, agreement or other instrument be deemed to constitute a recognition by the paries that any such encumbrance, burden, defect, agreement or other instrument is valid except to the extent that such encumbrance, burden, defect, agreement or other instrument is presently in force and effect.
Section 5. This Assignment and its performance wil be construed in accordance

laws of the State of Alaska, without regard to the choice of law rules of any jurisdiction, including those of the State of Alaska.
with, and governed by, the internal

Section 6. The word "includes" and its syntactical varants mean "includes, but not limited to" and its corresponding syntactical varants. The rule of eiusdem generis may not be invoked to restrict or limit the scope of the general term or phrase followed or preceded by an enumeration of paricular examples.
Section 7. All exhibits, schedules and attachments referenced in and attached to this

Assignment are incorporated herein.


Section 8. This instrument may be executed in counterpars, all of which together

wil be considered one instrument. This Assignment may be recorded in the real property records of any county, and may be fied with the DNR, the RCA and any other federal, state or local governmental department or agency.
Section 9. All parties producing, purchasing or receiving any hydrocarbons produced

from or attributable to the Alaska Interests, or having such, or proceeds therefrom in their possession for which they or others are accountable to Buyer by virtue of the provisions of this Assignment, are authorized and directed to treat and regard Buyer as the assignee and transferee
674/023353-0033 1044197.33

Exhibit C, Page 3

ofPEAO and entitled in PEAO's place and stcad to receive such hydrocarbons and all proceeds therefrom; and such paries and each of them shall be fully protected in so treating and regarding Buyer, and shall be under no obligation to see to the application by Buyer of any such proceeds or payments received by it.
Section 10. Separate assignments of the Alaska Interests may be executed on offcially

approved forms by PEAO to Buyer, in suficienl counterpars to satisfy Applicable Laws. Those

assignments shall be deemed to contain all of the exceptions, reservations, waranties, rights, titles, powers and privileges set forth or incorporated herein as fully as though they were set forth in each such assignment. The Alaska Interests conveyed by such separate assignments are the same as, and not in addition to, the Alaska Interests conveyed herein.
Section 11. Any depth limitations, unit designations, unit tract descriptions, descriptions of undivided leasehold interests and well names contained in, or incorporated by reference into, this Assignment shall not be deemed to expand, limit or otherwise modify the interests being assigned and conveyed pursuant to this Assignment.

the land descriptions contained in, or incorporated by reference into, this Assignment may refer only to a portion of the land covered by a paricular lease. Reference is made to the land descriptions contained in the applicable recorded documents of title. To the extent that the land descriptions contained in, or incorporated by reference into, this Assignment are incomplete, incorrect or not legally suffcient, the land descriptions contained in the recorded documents of title are incorporated herein by this reference.
Section 12. Some of

Section 13. References in, or incorporated by reference into, this Assignment to

instruments on fie in the public records are made for all purposes. Unless provided otherwise, all recording references are to the official real property records of the county or counties in which the Alaska Interests are located and in which records such documents are or in the past have been customarily recorded, whether deed records, oil and gas records, oil and gas lease
records, conveyance records or other records.

Signatures begin on next pagel

674/023353-0033 1044197.33

Exhibit C, Page 4

This Assignment and Bil of Sale is executed on the dates indicated below, but effective as of7:00 a.m. Pacific time on November _,2009.

PACIFIC ENERGY OPERATING LLC

COOK INLET ENERGY, LLC

By:

By:

Name: Gerald Tywoniuk

Name: David Hall

Title: Acting Chief Executive Officer


Date: November _, 2009

Title: Chief Executive Officer


Date: November _, 2009

674/023353-0033 1044197.33

Exhibit C, Page 5

State of Alaska Third Judicial District

) )

On November _, 2009, before me,


Notary Public, personally appeared David Hall, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscnbed to the within instrment and acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of

the State of Alaska that the

foregoing paragraph is true and correct.

WITESS my hand and offcial seaL.


Signature
(Seal)

State of California
County of

) )

On November _, 2009, before me,


Notary Public, personally appeared Gerald Tywoniuk, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tre and correct.
WITNESS my hand and official seaL.

Signature

(Seal)

674/023353-0033 1044197.33

Exhibit C, Page 6

Exhibit D to
Purchase and Sale Agreement (Alaska Group 1)

FORM OF NON-FOREIGN AFFIDAVIT


Non-Foreign Affdavit
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon disposition of a U.S. real property interest by Pacific Energy Alaska Operating LLC, a Delaware limited liability company ("PEAO"), PEAO hereby certifies the following:

1. PEAO is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and income tax regulations);

2. PEAO's U.S. taxpayer identification number is 20-5497021; and

3. The address ofPEAO's principal executive office is:


111 W. Ocean Boulevard, Suite 1240 Long Beach, California 90802

The undersigned understands that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement contained herein could be

punished by fine, imprisonment, or both.

Under penalty of perjury, I declare that I have examined this affidavit and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of PEAO.

Date: November _, 2009

Name: Title:

674/023353-0033 1044197.33

Exhibit D, Page 1

Schedule 1

to
Purchase and Sale Agreement (Alaska Group 1)

CURE AMOUNTS TO BE PAID BY BUYER AT CLOSING

Counterparty
ACS P.O. Box 19666 Anchorage, AK 99519-6663 Aurora Gas LLC 6051 North Course Drive Suite 200 Houston, TX 77043 Aurora Gas LLC 6051 North Course Drive Suite 200 Houston, TX 77043 BP Exploration (Alaska) Inc. Attn: Krissell Crandall or R.L. Skillern 900 E. Benson Blvd. Anchorage, AK 99508 P.O. Box 196612 Anchorage, AK 99516-6612 Branch of Realty Bureau of Indian Affairs West-Central Alaska Field

Estimated Cure
Agreement
Offce Landline and Internet
Amount (A)
$3,585.00 (H)

Joint Operating Agreement (Three


Mile Creek)

$174,782.00 (biled

!hrough August 2009)


$0.00

Gas Trans. & Measurement Agreement (Oct 2005)

Data Storage, Trade and License


Agreement (Cook Inlet Basin Alaska)

$0.00

Grant of Easement for Right of Way (A-47826)

$0.00

Offce
3601 C Street, Suite 1100

Anchorage, AK 99503-5947 Branch of Realty Bureau of Indian Affairs West-Central Alaska Field

Grant of Easement for Right of Way (AA-8272-B)

$0.00

Offce
3601 C Street, Suite 1100

Anchorage, AK 99503-5947
Bureau of Land

Oil & Gas Lease BLM-A035017/West Foreland (Land Owner)

$510,566.69 \C

ManagementI est Foreland


222 W. 7th Ave. #13 Anchorage, AK 99513

674/023353-0033 1044197.33

Schedule 1, Page 1

Counterparty
Bureau of Land

Agreement
West Foreland # I-West Foreland Field Compensatory Royalty Agreement (See same agreement below listed under the DNR)
West Foreland # 2- West Foreland

Estimated Cure
Amount (A)

Management/ est Foreland


222 W. 7th Ave, #13 Anchorage, AK 99513
Bureau of Land

$0.00

Management/ est Foreland


222 W. 7th Ave, #13 Anchorage, AK 99513 Cook Inlet Region, Inc. PO Box 93330 Anchorage, AK 99509-9330
Cook Inlet Region, Inc. PO Box 93330 Anchorage, AK 99509-9330

$0.00

Field Royalty Sharing Agreement (See same agreement below listed under the DNR) West Foreland General Agreement and related agreements and pipeline easements
West Foreland BLM-A-035017

$0.00

See same oil & gas lease above listed


under Bureau of Land Management (e)

Per Cook Inlet Region, Inc. section of Sale


Order $47,589.00 (D)

Cook Inlet Region, Inc. PO Box 93330 Anchorage, AK 99509-9330

West Foreland General Agreement,

related agreements and pipeline easements

Per Cook Inlet Region, Inc. section of Sale Order $6,187.00

Additional amount owing $2,296.63

Equals total amount owing $8,483.63


Cook Inlet Region, Inc. PO Box 93330 Anchorage, AK 99509-9330 Cook Inlet Spil Prevention and
Response, Inc.

Kustatan to Trading Bay easements (subsurface rights)

$23,992.00

Response Action Contract

$11,705.21

P.O. Box 7314 Nikiski, AK 99535


Exxon Mobil

3301 C. S1. #400 Anchorage, AK 99503-3958

Point Thomson Unit Joint Operating Agreement

$0.00

674/023353-0033 1044197.33

Schedule 1, Page 2

Counterparty
Escopeta Oil & Gas Corp. 5005 Riverway, Suite 440 Houston, TX 77056 Industrial Refuse Inc. 44196 Kalifomsky Beach Road Soldotna, AK 99669

Estimated Cure
Agreement
Letter Agreement Regarding Far-Out
(Feb 2009)
Container Rentals

Amount (A)

$0.00

$809.32

The Medema Family Trust c/o Max D. Medema 2800 Kempton Hils Dr. Anchorage, AK 99516 Salamatof Native Association P.O. Box 2682 Kenai, AK 99611

Agreement Regarding Throughput

$1,890.81lE

West McArhur River Pipeline

West Foreland General Agreement and related agreements and pipeline easements (surface rights)

Salamatof Native Association P.O. Box 2682 Kenai, AK 99611

Amendment #1 Surface Use and Easement Agreement (orig. agreement is dated August 27, 1999, amendment is effective August 1, 2002)
Oil & Gas Lease ADL-390368
(Redoubt - Kustatan)

Per SalamatofNative Association section of Sale Order $5,531.00 Additional amount owing $2,954.00 Equals total amount owing $8,485.00 $50,000.00

State of Alaska/edoubt
801 W. 10th Street Suite 302 Juneau, AK 99811 Spectra Logic Corporation
1700 55th Street

$2,889.00

Software Maintenance Contract

$0.00

Boulder, CO 80301 Symantec Corporation P.O. Box 60000 San Francisco, CA 94160 . Tesoro 300 Concord Plaza Drive San Antonio, TX 78218
The O'Brien's Group, Inc.

Software License

$0.00

Oil Sales Contract

$0.00

P. O. Box 8500 Philadelphia, PA 19178-2591


674/023353-0033 1044197.33

Oil Spil Responder/Coordinator Contract

$0.00

Schedule 1, Page 3

Counterparty
Union Oil Company of California Attn: Kevin Tabler
909 West 9th A venue

Estimated Cure
Agreement
Data Storage, Trade and License

Amount (A)

$0.00

Agreement (Cook Inlet Basin Alaska)

Anchorage, AK 99501 United States EPA


Region 10

Stand-By Trust Agreement

$0.00

1200 6th Street


Seattle, W A 98101

XTO Energy P.O. Box 730587 Dallas, TX 75373-0587

Radio Tower and Communications Services

$0.00

(A) Cure amounts are calculated as of October 13, 2009, with August 31, 2009 production, and are

subject to upward adjustment based upon a reconciliation of amounts owed through the Alaska Interests Closing Date.

(B) Represents prepetition portion of cure amount only. Sellers wil be responsible for post
petition amounts which are estimated to be $1,411 as of October 13, 2009 through the Effective Time.
(C) This dollar amount includes Cook Inlet Region, Inc.' s ("eIRI") portion of royalty payable and

is subject to further reconciliation. The amount of $510,566.69 shall be paid to the United States Deparment of Interior, Minerals Management Service ("MMS"), as agent for the Bureau of Land Management ("BLM") as administrator of Oil & Gas Lease BLM-A035017/West Foreland, in full satisfaction of any unpaid royalty cure claims that may be owed to MMS or BLM with reference to Lease BLM-A-035017/West Foreland. Buyer reserves all rights to contest the amount of the unpaid royalty cure owing to BLM and CIRI with respect to the foregoing, subject to the administrative review and appellate process available through the MMS under applicable regulations and non-bankruptcy law. To the extent funds are refundable or represent an overpayment, such funds wil first be paid to Sellers by Buyer to reimburse Sellers' related professional fees and expenses incurred after the Effective Time in support of Buyer's contest, and any funds remaining thereafter wil be the property of Buyer. Additionally, Buyer is responsible only for prepetition royalties and royalties incurred after the Effective Time. Sellers wil be responsible for post petition amounts which are estimated to be
$3,797 as of October 13, 2009.

674/023353-0033 1044197.33

Schedule 1, Page 4

(D) This amount is actually included within the amount noted in (C) above. The CIRI portion
should be shown at $29,547 as of October 31, 2009, not $47,589, but again is included in (C)

above. However, the Sale Order states that the Buyer shall cure the prepetition amount owed to CIRI within 10 days of the Alaska Interests Closing Date, and shall cure any additional amounts owed as of the Alaska Interests Closing within 30 days of reconciliation and establishment of a final amount due (the reconcilation is to be completed by December 31, 2009).

(E) Represents prepetition portion of cure amount only. Seller wil be responsible for post
petition amounts, which are estimated to be $4080.73 as of October 13, 2009 through the Effective Time. The Medema Family Trust ("Medema") asserts that its throughput agreement must be assumed as it runs with the land. As set forth in the Sale Order, Medema, Sellers and Buyer reserve all of their rights with respect to whether the Medema throughput agreement must be assumed and cured. However, Buyer agrees to escrow the asserted cure amount provided by Sellers with respect to the Medema throughput agreement pending further review and resolution of this issue.

674/023353-0033 1044197.33

Schedule 1, Page 5

Schedule 2

to
Purchase and Sale Agreement (Alaska Group 1)

CERTAIN EXCLUDED ITEMS

1. Seller's right, title and interest in that certain oil and gas platform built by the Superior Oil

Company (Superior) in the E/2 of Section 34-1 ON-13W under the authority granted under ADL 17597 in or about 1966, known as the Spurr Platform (together with all associated facilities,
materials and equipment) as acquired by the Forcenergy Inc. by virtue of that Assignment and

Bil of Sale dated December 22, 1998. Seller acquired Forest's interest in the Spurr Platform in
August 2007.

2. Any residual permit obligations or agreements regarding the Coffee Creek Exploration Site.
3. Encumbrances on WMRU pipeline throughput by Enbridge Pipelines or WPS Energy Services
4. Sellers' right, title and interest in those certain State of Alaska, Deparment of Natural

Resources, Division of Mining, Land & Water easements and tideland lease associated with the Trading Bay Facility, and specifically referenced as ADL 34813, ADL 35400, ADL 220602, ADL 221085, ADL 224467, ADL 32916, and ADL 32549.(A)
5. Middle Lake Prospect Leases:

State of Alaska MHT 9300047 State of Alaska MHT 9300048 State of Alaska MHT 9300049 State of Alaska MHT 9300050 State of Alaska MHT 9300051 State of Alaska MHT 9300052 State of Alaska MHT 9300053
(A) These authorizations pertain to properties abandoned September 2,2009.

674/023353-0033 1044197.33

Schedule 2, Page i

Schedule 3

to

Purchase and Sale Agreement


(Alaska Group 1)

PERFORMANCE BONDS

Account Type Bank


First National Bank

Balance Notes
Irevocable Letter of Credit Standby Agreement (EP A). Cash collateralized with account #22504955 at First $490,000.00 National Bank Alaska. Cash deposited 12/14/07

EP A Bond Alaska
Department of Natural Resources, Division of

Cash Performance Guarantee signed Jan. 30, 2008.


$100,000.00 Cash deposited with Alaska DNR 12/1412007

Blanket Oil and Gas


Natural Resources, Division of
Department of

Performance Guarantee. Cash deposited with Alaska


$500,000.00 DNR 12/1412007

Blanket Oil and Gas


,/

Driling &
Operating Bond

AK Oil & Gas Conservation Commission

$200,000.00 Cash deposited with DNR 12/1412007

Land Management Bond


Bureau of

Bureau of Land Management

$25,000.00 Lease A 035017

The items in the foregoing Performance Bonds table are included as Alaska Interests to the extent such items are returned to Sellers through a reversal or vacation of the Abandonment Order; otherwise, such items are not included as Alaska Interests.

674/023353-0033 1044197.33

Schedule 3, Page 2

Schedule 4

to Purchase and Sale Agreement


(Alaska Group 1)

RDI ACCOUNT AND RELATED INFORMATION


Cash on deposit with RDI for 2009 suspended or escrowed royalties as of October 31, 2009:
$7,880

Liabilty for 2009 suspended or escrowed royalties as of October 31,2009:


$13,479

674/023353-0033 1044197.33

Schedule 4, Page 1

Schedule 5

to
Purchase and Sale Agreement (Alaska Group 1)

RELA TED AGREEMENTS


None.

674/023353-0033 1044197.33

Schedule 5, Page 1

Schedule 6

to
Purchase and Sale Agreement (Alaska Group 1)

SCHEDULE OF PREVIOUSLY CREATED OVERRIDING ROYALTY INTERESTS TO BE CONVEYED BY PACIFIC ENERGY RESOURCES LTD. AND/OR PACIFIC ENERGY ALASKA OPERATING, LLC TO DONKEL OIL & GAS, LLC PURSUANT TO ARTICLE 7, SECTION 7.2(1)
(i) a one-half of one percent overriding royalty interest on PEAO's working interest in

any and all producing oil and gas leases being acquired by Buyer in Alaska under
the Agreement, as follows:

BLM A 035017 ADL 388233 ADL 359111 ADL 359112 ADL 390368
(ii) a one percent overriding royalty interest on PEAO's working interest in the

following exploration oil and gas leases being acquired by Buyer in Alaska under the Agreement:
ADL 390578 ADL 390585 ADL 17595, Segment 2 ADL 390370 ADL 390379 ADL 390555 ADL 390556 ADL 390557

ADL 391108 ADL 390571 MHT 9300062 MHT 9300063 ADL 390579 ADL 390549 ADL 390551 ADL 390735

ADL 390749 ADL 17602, Segment 1 ADL 18758, Segment 1 ADL 17597, Segments 1,2 ADL 18730, Segment 3 ADL 18777, Segment 1 ADL 17594, Segment 3

(iii) a five-tenths of one percent overriding royalty interest owned by PEAO on each of
the following leases that constitute the Cosmopolitan Unit and Falls Creek prospect and are being acquired by Buyer under the Agreement:

MMS Oil and Gas Lease


OCS- Y -01665

State Oil and Gas Leases


ADL 384404 ADL 384403 ADL 18790 ADL 384314
ADL 387102 ADL 389230 ADL 389525 ADL 389526

OCS- Y -01664

674/023353-0033 1044197.33

Schedule 6, Page 1

Schedule 7

to
Purchase and Sale Agreement (Alaska Group 1)

SCHEDULE OF OVERRIDING ROYALTY INTERESTS TO BE CONVEYED BY BUYER TO DONKEL OIL & GAS, LLC PURSUANT TO ARTICLE 10, SECTION 10.14
(i) a one percent overriding royalty interest on Buyer's working interest in any oil and

gas lease that shall be issued, granted or otherwise executed and delivered to Buyer where such lease arises from, or pursuant to, the properties referenced and included in the following exploration license:
ADL 390078
(ii) a one percent overriding royalty interest on Buyer's working interest in the

following oil and gas leases, provided, that a final judgment in the Point Thomson Unit litigation or decision is entered that rescinds or overturns the termination of the subject leases by Alaska DNR and the leases are reinstated:
ADL 47562 ADL47567

674/023353-0033 1044197.33

Schedule 7, Page 1

EXHIBIT 4

IN THE UNTED STATES BANUPTCY COURT

) PACIFIC ENERGY RESOURCES LTD., et at., 1 )

In~ )

FOR THE DISTRCT OF DELAWAR


Chapter 11

Case No. 09-10785(KC)


(Jointly Admnistered)
Related to Docket No. 907

Debtors. ))
)

ORDER GRANTING DEBTORS' THIRD MOTION FOR ORDER UNDER SECTION 365(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAI EXECUTORY CONTRACTS AN UNEXPIRED LEASES
Upon consideration ofthe motion (the "Motion")2 ofthe captioned debtors and
debtors in possession (the "Debtors"), seeking entr of an order under section 365(a) of

the

Banptcy Code authorizing the Debtors to reject varous contacts and leases of

personal

propert related to the Debtors' abandoned Alaska assets and former Wyomig operations; and it
appearng that the relief requested is in the best interests of the Debtors' estates and creditors;

and it appearng that this Cour has jursdiction over ths matter pursuant to 28 US.C. 157 and
1334; and it appearng that ths proceeding is a core proceeding pursuant to 28 US.C. 1408
and 1409; and adequate notice ofthe Motion having been given; and it appearng that no other

1 The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdigs, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacifc Energy Alaska Operatig LLC (7021); San Pedro Bay Pipelie Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2 Capitalized term not otherwise defied herein shall have the meanigs ascribed to them in the Motion.

68773-001 \DOCS_DE: 1 53698.2

notice need be given; and after due deliberation and sufficient cause appearng therefore, and

upon the Debtors' representation s in Cour that PEAR is not, by ths Motion, abandonig its
50% interest in the Cook Inlet Pipeline stock, it is hereby:

ORDERED that the Motion is granted as stated herein; and it is fuer


ORDERED that each of

the Alaska Agreements listed on Exhbit A attached to

this Order is hereby rejected to the extent that such agreements are executory; and it is fuer
ORDERED that the Wyoming Agreement listed on Exhibit B attached to this

Order is hereby rejected; and it is fuher


ORDERED that the Debtors' request to reject the Stand-By Trust Agreement with

the United States EP A is withdrawn without prejudice; and it is fuer


ORDERED that any claims against the Debtors or their estates relatig to the

Rejected Agreements shall be fied no later than thirty (30) days followig the date of entr of

ths Order to the extent not already filed; and it is furter; and it is fuher
ORDERED that the Debtors reserve all rights to contest any rejection or other
claims and/or the characterization of

the Rejected Agreements as executory contracts or

unexpired leases, or otherwse; and it is further

ORDERED that the Debtors reserve all rights to contest any flIed clais arsing
from the rejection of

the Rejected Agreements or otherwise; and it is furter


ORDERED that the Debtors do not waive any claims that they may have against

any ofthe counterpares to the Rejected Agreements, whether or not such claims are related to

the Rejected Agreements; and it is fuer

68773-001 \DOCS_DE: 153698.2

ORDERED that this Cour shal retai

jursdiction to hear and determe all

matters arsing from the implementation of

ths Order; and it is fuer


Rules 6004(h),

ORDERED that notwthstanding the possible applicability of

7062, 9014 of

the Federal Rules of

Banptcy Procedure, or otherwise, the terms and conditions

of

ths Order shall be imediately effective and enforceable upon its entr.

Dated: November -- 2009

The Honorable Kevin J. Carey


Chief

United States Banptcy Judge

68773-001 \DOCS_DE: 1 53698.2

Exhibit A- Alaska Agreements


COUNTERPARTY
Blake Offshore, LLC P.O. Box 6080 Metairie, Louisiana 70009

DEBTOR
PEAO

REJECTED EXECUTORY CONTRACT OR UNEXPIRED LEASE Offshore Daywork Drilling Contract (March 7, 2008)

. Cook Inlet Pipeline Company 909 W. 9th Street,


Anchoraae, Alaska 99501

PEAH

Cook Inlet Pipeline Funding Agreement (See same agreement below listed under Union Oil Company of California)

Digitel Data Joint 10811 S Westview Circle Dr.,#100, C

PEAO

Seismic Data Licensing Agreement

Houston, TX 77043-2739
Forest Oil Corporation

707 17th Street, Suite 3600 Denver, CO 80202


Forest Oil Corporation

PERL and PEAO

Member Interest Purchase Agreement (May 2007)

PERL

Asset Sale Agreement (May 2007)

707 17th Street, Suite 3600 Denver, CO 80202


Forest Oil Corporation

707 17th Street, Suite 3600 Denver, CO 80202


Frontier Business Systems

Pacific Energy Alaska Holdings


PEAO

Share Acquisition and Registration Rights (July

2007)

Copier Lease

1432 Ingra St. Anchorage, AK 99501


Lewis & Lewis

PEAO

Printer Maintenance Contract

405 E. Fireweed Lane Anchorage, AK 99503


MT A Communications, Inc.

PEAO

Phone Maintenance

1740 S. Chugach St. Palmer, AK 99645


Union Oil Company Of California 3800 Center Point Drive

PEAH

Cook Inlet Pipe Line Funding Agreement (See same agreement above listed under Cook Inlet Pipe Line

Company)

Suite 100 Anchoraae, AK 99503

DOCS_DE:153688.3

Exhibit 8- Wyoming Agreement


COUNTERPARTY
SWEPI LP P.O. Box 576 Houston, TX 77001 SWEPI LP
200 Nort Dairy Ashford

DEBTOR
PERL

REJECTED EXECUTORY CONTRACT OR UNEXPIRED LEASE Participation Agreement (Pacific Creek Prospect, Green River Basin, WY), as

amended

Houston, TX 77079

Wolverine Gas and Oil Co. One Riverfront Plaza - 55 Campau NW Grand Rapids, MI 49503-

PERL

Participation Agreement (Pacific Creek Prospect, Green River Basin, WY), (August

20,2005) as amended.

2616

EXHIBIT 5

IN THE UNTED STATES BANUPTCY COURT

) PACIFIC ENERGY RESOURCES LTD., et al., 1 ) ) )

In re: )
Upon consideration of

FOR THE DISTRICT OF DELAWAR


Chapter 11

Case No. 09-10785(KC)


(Jointly Administered)

Debtors. )

Related to Docket No. 1013

ORDER GRATING DEBTORS' FOURTH MOTION FOR ORDER UNDER SECTION 365(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNXPIRD LEASES
the motion (the "Motion")2 ofthe captioned debtors and
the

debtors in possession (the "Debtors"), seeking entry of an order under section 365(a) of

Banptcy Code authorizing the Debtors to reject varous contacts and leases of

personal

property identified on Exhibit A to the Motion (the "Exhibit A Contracts"), which are related to
their curent or former operations and offces in Californa and Alaska, and Exhibit B to the

Motion (the "Exhibit B Contracts"), which are contracts and leases that are related to certain

assets ofthe Debtors that had been subject to an order of abandonment entered by ths Cour on
September 11,2009 (Docket No. 876); and it appearg that the relief

requested is in the best

1 The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification
number, are: Pacifc Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacifc Energy Alaska

Holdigs, LLC (ta LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailing address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2 Capitalied term not otherwise defmed herein shal have the meanigs ascribed to them in the Motion.

68773-002\DOCS _LA:2 1 0251.2

interests of

the Debtors' estates and creditors; and it appearg that ths Cour has jursdiction

over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearg that ths proceedig is a

core proceeding pursuant to 28 U.S.c. 1408 and 1409; and adequate notice ofthe Motion

havig been given; and it appearng that no other notice need be given; and after due deliberation
and sufficient cause appearg therefore, it is hereby:

ORDERED that the Motion is granted as stated herein; and it is fuer


ORDERED that each of

the Exhibit A Contracts listed on Exhbit A attached to

this Order is hereby rejected and it is fuer


ORDERED that each ofthe Exhibit B Contracts listed on Exhbit B attached to

ths Order is hereby rejected; and it is fuer


ORDERED that any claims against the Debtors or their estates relatig to the

Rejected Agreements shall be filed no later than thirt (30) days following the date of entr of
this Order to the extent not already fied; and it is further
ORDERED that the Debtors reserve all rights to contest any rejection or other
clais and/or the characterization of

the Rejected Contracts as executory contracts or unexpired

leases, or otheiwise; and it is fuher


ORDERED that the Debtors reserve all rights to contest any fied claims arsing
from the rejection of

the Rejected Contracts or otheiwise; and it is fuher


ORDERED that the Debtors do not waive any claims that they may have against

any of

the counterparies to the Rejected Contracts, whether or not such claims are related to the

Rejected Contracts; and it is fuer

68773-002\DOCS _LA:2 1 0251.2

ORDERED that ths Cour shall retain jursdiction to hear and determne all
matters arsing from the implementation of

ths Order; and it is fuer


Rules 6004(h),

ORDERED that notwthstanding the possible applicabilty of

7062, 9014 of

the Federal Rules of

Banptcy Procedure, or otherwse, the terms and conditions

of ths Order shall be immediately effective and enforceable upon its entr.

Dated: November -- 2009

The Honorable Kevin J. Carey


Chief

United States Banptcy Judge

68773-002\DOCS _ LA:21 0251.2

Exhibit A
COUNERPARTY
Anschutz Exploration

DEBTOR
PEAO

REJECTED EXECUTORY CONTRACT OR

UNXPIRD LEASE
Corporation 555 17th Street, Ste 2400 Denver, CO 80202 CitiCapital Citicorp Vendor Finance, Inc. c/o Konica Business
Solutions U.S.A., Inc.

Farm out Contract dated October 15, 2003 - Copper River

PERL

Amendment to Lease Agreement


See Konica Minolta Business Solutions U.S.A., Inc.
entries below.

100 Wiliams Drive Ramsey, NJ 07446 Citicorp Vendor Finance, Inc. I International Blvd Mahwah, NJ 07495-0027
Color Broadband, Inc.
10601 Calle Lee Ste. 179

PERL

Amendment to Lease Agreement


See Konica Minolta Business Solutions U.S.A., Inc. entries below. Offce Landline and Internet - Bakersfield

PERL

Los Alamitos, CA 90702 Delphi International, Inc. 1924 S. Utica, Suite 810 Tulsa, OK 74104

PEAO

Farm out Contract dated October 15, 2003 - Copper River


Maintenance contract

Konica Minolta Business


Solutions U.S.A., Inc. 879 W. 190ih Street, Ste. 200

PERL

Bizhub C252 Copier C250

Gardena, CA 90248 Konica Minolta Business


Solutions U.S.A., Inc. One Deerwood, 1020 i

PERL

Maintenance contract Bizhub C252 Copier C250

Centurion Pkw N, Suite 100, Jacksonvile, FL 32256


Konica.Business Solutions U.S.A., Inc.

PERL

i 00 Wiliams Drive Ramsey, NJ 07446 Rutter & Wilbanks Corp. 301 S. Main Street, Suite B Midland, TX 79701

Maintenance contract Bizhub C252 Copier C250


Fan out Contract dated October 1 S, 2003 - Copper

PEAO

River

PERL = Pacific Energy Resources, Ltd.


PEAO = Pacific Energy Alaska Operating LLC

DOCS_LA:2094SS.2

Exhibit B
COUNERPARTY
FP Mailig Solutions
140 N. Mitchell Ct. Addison, IL 60101

DEBTOR
PEAO

RECTED EXECUTORY CONTCT OR UNXPIRD LEASE


Postage Meter - Anchorage

US Ban
1310 Madrd St., Suite 101 Marshall, MN 56258-4002

PEAO

Copier Lease - Anchorage

PERL = Pacific Energy Resources, Ltd. PEAO = Pacific Energy Alaska Operating LLC

DOCS _LA:209483.2

EXHIBIT 6

IN THE UNITED STATES BANKUPTCY COURT

In re: )

FOR THE DISTRCT OF DELAWAR


Chapter 11

PACIFIC ENERGY RESOURCES LTD., et ai., i )

Debtors. ))
)

Case No. 09-10785 (KC) (Jointly Admstered)


Related Docket No. lDp g

ORDER GRANTING DEBTORS' MOTION FOR AN ORDER

APPROVIG THE SALE OF CERTAIN OFFICE FURITUR FRE AND CLEAR OF LIENS, CLAIMS, INTERESTS, AN ENCUMRANCES
PURSUANT TO NOTICES OF PROPOSED SALES PREVIOUSLY FILED
Upon the motion of the above-captioned debtors and debtors in possession in this
chapter i 1 case (the "Debtors") for entr of an order pursut to 11 U.S.C. 1 05

(a) and 363

and Fed. R. Ban. P. 6004, authorizing the Debtors to sell cert of

their offce futue, free

and clear of all

liens, claims, interests, and encumbrances (the "Motion,,);2 and it appearing that

the relief

requested is in the best interests ofthe Debtors' estte, their creditors, and other paries

in interest; and it appearng that this Cour has jurisdiction over this matter pursuant to 28 U.S.C.

157 and 1334; and it appearing that this matter is a c?~e proceedg withn the meaning of28
'.
U.S.c;. 157(b)(2); and it appearng that venue of these.

proceedings and the Motion is proper in

this Distrct pursuant to 28 U.S.C. 1408 and 1409; ara it appearing that notice of

the Motion

1 The'Debtors in these cases, along with the last four'digits ofeachfbfthe Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acauisition Corp. (6249); Pacific Energy Alaska

Hol~ings, LLC (tax I.D. # not available); Cameros Acquisition C.orp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc.

(5463). ThemailngaddressforalloftheDebtorsisl11W.OceaBoulevard.SuiteI240.LongBeach.CA
90802. 2 Capitalized term not otherwise defined herein shall have the meanings ascribed to them in the Motion.

68773-O.o2\DOCS_LA:209844.i

;':'

and the opportity for a hearing on the Motion was appropriate under the parcular

circumstaces and no other or fuer notice need be given; upon the record herein, after due
deliberation thereon, good and sufcient cause exists for the granting of the relief as set fort
herein. IT is HEREBY

ORDERED that the Motion is GRATED in its entirety; and it is fuer

ORDERED that the Debtors are authorized to sell the Anchorage Furitue to
Forest Oil Company pursuant to the terms of

the Anchor~ge Furtue Sale Notice. free and clear

of all

liens, claims, interests and encumbrances; and it is fuer


ORDERED that the Debtors are authorized to sell the Bakersfield Furiture to

JR's Oil Company puruant to the terms ofthe Bakersfield Furiture Sale Notice, free and clear
of all

liens, claims, interests and encumbrances; and it is fuher ordered


ORDERED that Forest Oil Company and JR's Oil Company

are granted the

protections afforded by section 363(m) of

the Banptcy Code; and it is fuer

ORDERED that ths Cour shall retain jursdiction with respect to all matters
arising from or related to the implementation oftbIs Order.

Dated:

. 2009

THE HONORALE KEVIN J. CARY UNITED STATES BANKUPTCY JUDGE

2
68773-002\DOCS_LA:20984. )