IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ___________________________________ In re : Chapter 11 : PACIFIC ENERGY RESOURCES : LTD.

, et al., : Case No. 09-10785 (KJC) : (Jointly Administered) Debtors. : ___________________________________ : : NEW ALASKA ENERGY, LLC, : : Adv. Pro. No. 09 - __________ Plaintiff, : : v. : : PACIFIC ENERGY RESOURCES : LTD., et al., : : Defendants. : ___________________________________ : COMPLAINT FOR DECLARATORY JUDGMENT AND OTHER RELIEF New Alaska Energy, LLC (Plaintiff or NAE), by and through its undersigned counsel, states as follows for this Complaint for Declaratory Judgment and Other Relief (the Complaint) against Pacific Energy Resources, Ltd., et al. (collectively the Defendants or Debtors; together with NAE, the Parties), pursuant to 28 U.S.C. 1334 and 2201. In support of this Complaint, NAE avers as follows: JURISDICTION AND VENUE 1. This adversary proceeding is commenced pursuant to Rules 7001 et seq. of the

Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). 2. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C.

1334(b). Venue in this District is proper pursuant to 28 U.S.C. 1408 and 1409(a). This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2).

THE PARTIES 3. 4. NAE is a limited liability company organized under the laws of Alaska. The Debtors in these cases are: Pacific Energy Resources Ltd. (PERL); Petrocal

Acquisition Corp.; Pacific Energy Alaska Holdings, LLC (PEAH); Cameros Acquisition Corp.; Pacific Energy Alaska Operating LLC (PEAO); San Pedro Bay Pipeline Company; Cameros Energy, Inc.; and Gotland Oil, Inc. 5. Beach, CA. FACTUAL BACKGROUND 6. On June 16, 2009, the Debtors filed their Motion for an Order (A) Approving The address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long

Procedures for Sale of the Debtors Alaska Assets; (B) Scheduling Auction and Hearing to Consider Approval of Sale; (C) Approving Notice of Respective Dates, Times, and Places for Auction and for Hearing on Approval of (I) Sale and (II) Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (D) Approving Forms of Notice; and (E) Granting Related Relief [Docket No. 453] (the Sale Motion). 7. On July 1, 2009, the Court entered an Order (A) Approving Procedures for Sale of

the Debtors Alaska Assets; (B) Scheduling Auction and Hearing to Consider Approval of Sale; (C) Approving Notice of Respective Dates, Times, and Places for Auction and for Hearing on Approval of (I) Sale and (II) Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (D) Approving Forms of Notice; and (E) Granting Related Relief [Docket No. 532] (the Sale Order). 8. On July 2, 2009, the Debtors filed the Sales Procedures for Alaska Assets [Docket

No. 547] (the Sale Procedures). Pursuant to the Sales Procedures, the Debtors established

procedures for the sale of the Alaska Assets (defined below), which were comprised of two groups of assets: the Group 1 Assets (defined below) and the Group 2 Assets (defined below). 9. The Group 1 Assets were described in the Sales Procedures specifically as: (A)

PEAOs interests in leased oil and gas production assets located in Alaska (and related assets
and contracts) that are operated by PERL or Aurora Gas, LLC (B) PEAOs interests in leased gas production assets located in Alaska (and related assets and contracts) that are operated by Aurora Gas, LLC; and (C) PEAHs 50% of the issued and outstanding common stock of Cook Inlet Pipe Line Company (the Group 1 Assets). The Group 2 Assets were described in the Sales

Procedure specifically as: PEAOs interests in leased oil and gas production assets located in Alaska (and related assets and contracts) that are operated by Union Oil (the Group 2 Assets; collectively with the Group 1 Assets, the Alaska Assets). 10. Pursuant to the Sales Procedures, any interested bidder of the Alaska Assets was

required to submit a bid on or before July 13, 2009 together with a cash deposit in an amount equal to at least ten percent of the proposed purchase price for the Alaska Assets contained in the Bid, but in no event less than $250,000.00, and a signed Purchase and Sales Agreement identifying the terms under which the interested bidder would purchase the Alaska Assets. 11. On or about July 11, 2009, NAE delivered a cashiers check made payable to

Pacific Energy Alaska Operating LLC to the Debtors office located in Anchorage, Alaska in the amount of $250,000.00 (the Deposit). A true and correct copy of this cashiers check is attached hereto as Exhibit A. 12. On or about July 12, 2009, in accordance with the Sales Procedures, NAE

submitted its Purchase and Sale Agreement By and Between New Alaska Energy, LLC and Pacific Energy Alaska Operating LLC and Pacific Energy Alaska Holdings LLC, dated July 12,

2009 (the Original PSA) executed by NAE. A true and correct copy of the Original PSA, along with all relevant schedules attached thereto, is attached hereto as Exhibit B. Pursuant to the Original PSA, the bid by NAE was for the amount of $250,333.00. 13. On July 20, 2009, the Debtors held an auction (the Auction) of the Group 1

Assets, at which Ammadon Limited and Catherwood Limited (Ammadon) was named the successful bidder with a bid of $8.1 million. The Debtors determined that NAE was the successful back-up bidder for the Group 1 Assets under the terms and conditions set forth in the Original PSA submitted by NAE, pursuant to the terms of the Notice of Auction Results for Alaska Assets and Date and Time of Sale Hearing [Docket No. 652] (the Notice). 1 14. After the conclusion of the Auction, the Debtors notified NAE of numerous

material changes (collectively, the Material Changes) that would be required to be made to the Original PSA and the Description of the Alaska Interests attached as Exhibit A to the Original PSA (the Schedule of Assets) if the Debtors were to consummate any sale to NAE. The Material Changes, provided for, inter alia: (i) numerous reductions to the assets listed on the Schedule of Assets; (ii) a material revision to the Original PSA through the inclusion of the Forest Indemnities (defined below) under Excluded Items; and (iii) an increase of approximately $1,218,723.00 in cure costs related to the assumption of executory contracts pursuant to be paid by any purchaser of the Group 1 Assets. 2

Notably, the Notice stated that the Debtors determined that NAE was the successful back-up bidder for the Group 1 Assets at the Auction, subject to court approval. See Notice, at 3. To date, the Court has not approved NAE as the successful back-up bidder for the purchase of the Group 1 Assets. A true and correct copy of the revised Purchase and Sale Agreement By and Between New Alaska Energy, LLC and Pacific Energy Alaska Operating LLC and Pacific Energy Alaska Holdings LLC, dated August 3, 2009 (the Revised PSA), along with a copy of the Schedule of Assets incorporated by the Revised PSA, is attached hereto as Exhibit C. A true and correct redline showing the comparison between the Schedule of Assets attached to the Original PSA and the Schedule of Assets incorporated by the Revised PSA is attached hereto as Exhibit D.
2

15.

In particular, the impact of the Material Changes upon the Group 1 Assets as

contemplated by the Original PSA and all relevant exhibits and attachments thereto, including the Schedule of Assets, is as follows: Loss of access, control and use of the airstrip located in the Cook Inlet Area, as designated by ADL 37596; Loss of access to approximately 200 feet of pipeline leading into the Cook Inlet Pipeline Building, as designated by ADL 32299; Loss of access, control and rights to use the Barge Landing, as designated by ADL 32549; Loss of access to the Steelhead Building for purposes of metering and receiving fuel gas, as designated by ADL 32299; Loss of access, control, and rights to use various roads and rights of ways, as designated by ADL 37596 and ADL 32299; Loss of access, control and rights to build a drill pad to develop Sabre Prospect, as designated by ADL 32299, which is necessary to develop oil reserves in the Sabre Prospect; Loss of access, control and rights to the airstrip and barge landing areas and facilities, which represent the only two ways to access the Debtors operating facilities other than by helicopter; and A potential loss of the Cosair Unit. 3 Further, the Material Changes significantly revised the Original PSA through the

16.

inclusion of the Forest Indemnities under section 1.40 of the Revised PSA, entitled Excluded Items. This inclusion amounted to a withdrawal of Sellers rights to indemnification provided by Forest Oil Corporation under the Assets Sales Agreement and Membership Interest Purchase Agreement, each as amended, referenced in the Recitals to this Agreement and under that certain

On August 3, 2009, the Debtors served upon NAE a notice of cancellation of the Farmout Agreement for the Cosair Unit. The Debtors were selling over 600,000 acres of exploratory oil & gas leases, and the Corsair Unit is an exploratory asset with the potential of being the largest natural gas find in Cook Inlet. A true and correct copy of the cancellation of the Farmout Agreement is attached hereto as Exhibit E.

indemnity letter dated January 29, 2008, as supplemented on November 6, 2008 (the Forest Indemnities). See Original PSA, 1.45. 17. Additionally, the Material Changes imposed upon the sale by the Debtors an

increase in the amount of cure costs related to the assumption of executory contracts as contemplated by the sale of the Group 1 Assets from $0.00 to approximately $1,218,723.00. 18. In sum, the Material Changes imposed upon the sale by the Debtors significantly

decreased the value of the Group 1 Assets as they served to significantly restrict a potential purchasers ability and right to enter upon and extract oil from the reserves of the land, vastly increase the cure costs associated with the purchase of the Group 1 Assets, and excluded the Forest Indemnities. 19. NAE never agreed to the Material Changes. Instead, NAE remained a participant

in the sale with the hope and expectation that it would be able to reach a good faith final purchase and sale agreement for the purchase of the Group 1 Assets as modified by the Material Changes. 20. 21. Prior to the Sale Hearing, Ammadon withdrew its bid. On August 3, 2009, the Debtors filed an Amended Notice of Auction Results for

Alaska Assets and Date and Time of Sale Hearing [Docket No. 703] (the Amended Notice). Because Ammadon had withdrawn its bid, the Amended Notice reflected that NAE was the successful bidder at the Auction. The Amended Notice set the Sale Hearing for August 4, 2009 at 1:30 p.m. (EST). 22. Upon review of the Material Changes required by the Debtors to the Original PSA

and the continuing uncertainty as to the nature of the assets to be conveyed by the Debtors, NAEs lender, First National Bank Alaska (FNBA), withdrew its agreement to provide

financing to NAE for the purchase of the Group 1 Assets as modified by the Material Changes. A copy of FNBAs declination letter is attached hereto as Exhibit F. Consequently, even if NAE had determined to purchase the Group 1 Assets as reduced by the Material Changes for an amount that it would have found acceptable, NAE was no longer in a position to consummate any transaction with the Debtors. Thus, NAE formally withdrew its bid for the Group 1 Assets. 4 23. It is black-letter law that a contract requires an offer and acceptance of that offer.

The Debtors own Sale Procedures established the assets to be conveyed to interested purchasers those being the Group 1 Assets. In reliance on the Sale Procedures, NAE made an offer to purchase of the Group 1 Assets as set forth in the Original PSA. After that offer was tendered, the Debtors indicated that they could not convey all of the Group 1 Assets. Rather, the Debtors proposed to sell the Group 1 Assets as reduced by the Material Changes, thereby effectively rejecting NAEs energys offer and making a counter-offer. 24. NAE tendered the Deposit to the Debtors with respect to the purchase offer set

forth in the Original PSA. With the Debtors effective rejection of that offer, the Debtors are without any legal right to maintain the Deposit. Accordingly, the Deposit is not property of the Debtors estates should be returned to NAE, along with any interest earned thereon. 25. Despite numerous inquiries and demands by NAE for return of the Deposit, to

date, the Debtors have refused to return the Deposit to NAE.

Upon information and belief, to date the Debtors have not obtained Court approval of any sale of the Group 1 Assets or any portion of those assets. Further, the nature of the Debtors Group 1 Assets and the terms and conditions under which those assets are to be sold remain uncertain. That uncertainty includes such material issues as the amount and extent of overriding royalty interests to which production assets may be subject. Accordingly, even if the Debtors contend that NAE somehow accepted the Material Changes, which it did not, upon information and belief the Debtors would not have been able to consummate the sale of the Group 1 Assets.

FIRST CAUSE OF ACTION (Declaratory Judgment that the Deposit is not Property of the Estates) 26. 27. Each of the foregoing paragraphs is incorporated herein by reference. The Deposit is not property of the Debtors estates because, among other reasons,

the scope of the assets for which NAE made the Deposit materially changed, including but not limited to the Material Changes. 28. Because NAE tendered the Deposit expressly in connection with consummating a

purchase under the terms of the Original PSA and because the Debtors could not, by their own admission, consummate that transaction, there is no basis under which the Debtors are permitted to maintain the Deposit. Therefore, the status quo of the parties prior to payment of the Deposit should be restored, and the Deposit should be returned to NAE. 29. Further, because the Debtors are unable to perform under the terms of the Original

PSA, the Deposit should be restored to NAE because: (i) NAE is the true, proper and equitable owner of the Deposit; and (ii) the Debtors hold the Deposit in constructive trust for NAE. 30. Upon information and belief, an actual and justiciable controversy exists between

NAE and the Debtors concerning NAEs and the Debtors respective rights and property interests with respect to the Deposit. The controversy is real and immediate, and is ripe for judicial resolution. 31. A declaration is needed at this time to resolve any question about the Parties

rights and duties with respect to the Deposit. 32. Furthermore, NAE is entitled to a judicial declaration that (a) it owns the Deposit,

along with any interest that has accrued on the Deposit, (b) the Debtors hold the Deposit in constructive trust for NAE, and (c) NAE is entitled to possession of the Deposit, and interest thereon.

SECOND CAUSE OF ACTION (Imposition of Constructive Trust) 33. 34. 35. the Deposit. 36. 37. The Debtors have failed or refused to remit the Deposit to NAE. By retaining possession of the Deposit that should have been remitted to NAE, the Each of the foregoing paragraphs is incorporated herein by reference. NAE is the true, proper and equitable owner of the Deposit. The Debtors were, and are, acting in a fiduciary capacity for NAE with respect to

Debtors have been unjustly enriched at the NAEs expense. 38. 39. Upon information and belief, it is possible to trace the location of the Deposit. NAE is entitled to the imposition of a constructive trust over the Deposit and all

interest accruing thereon. THIRD CAUSE OF ACTION (Conversion) 40. 41. 42. Each of the foregoing paragraphs is incorporated herein by reference. The Debtors have failed and/or refused to remit the Deposit to NAE. The Deposit was never the Debtors property, and at all times the Deposit was

being held in trust by the Debtors for NAE, pending its return to NAE. 43. By failing or refusing the remit the Deposit to NAE, Debtors have unlawfully

exercised dominion or a right of ownership over property belonging to NAE. 44. The Debtors failure or refusal to remit the Deposit to NAE constitutes unlawful

conversion of property owned by the NAE, which has caused damage to NAE.

FOURTH CAUSE OF ACTION (Injunctive Relief Enjoining Debtors from Distributing Proceeds of the Sale of the Group 1 Assets) 45. 46. Each of the foregoing paragraphs is incorporated herein by reference. If the Debtors have not maintained the Deposit and if the Debtors are allowed to

distribute the proceeds of the sale of the Group 1 Assets prior to the litigation of this matter, then NAE may be left with no adequate remedy at law to recover the Deposit. 47. Accordingly, NAE is entitled to a preliminary injunction enjoining the Debtors

from distributing the proceeds of the sale of the Group 1 Assets in an amount equal to the Deposit, plus pre-judgment interest, prior to the adjudication of the litigation of this matter. FIFTH CAUSE OF ACTION (Unjust Enrichment) 48. 49. 50. Each of the foregoing paragraphs is incorporated herein by reference. The Debtors have refused to remit the Deposit to NAE. The Debtors have directly and/or indirectly received a benefit from failing to

remit the Deposit to NAE. 51. The Debtors continue to enjoy the exclusive benefit of the Deposit, plus interest

on account of their retention of the Deposit. 52. Under the circumstances, it is inequitable for the Debtors to retain the benefit of

the Deposit, plus any interest earned thereon by the Debtors. 53. NAE is entitled to full and immediate repayment of the Deposit, plus any interest

earned thereon by the Debtors.

10

PRAYER FOR RELIEF WHEREFORE, NAE respectfully requests the following relief: (1) By way of specific performance, an order compelling the Debtors to immediately

remit the Deposit to NAE; (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) Imposition of a constructive trust over the Deposit; Restitution of the Deposit; Disgorgement of the Deposit; A declaration by the Court that the Deposit is not property of the Debtors estates; Money damages in amount of no less than $250,000 to be determined at trial; Punitive damages in an amount to be determined at trial; Interest; Costs; Attorneys fees; and Such other relief as the Court deems appropriate.

Dated: November 25, 2009 Wilmington, Delaware

CIARDI CIARDI & ASTIN

/s/ Carl D. Neff Anthony M. Saccullo, Esquire (Bar No. 4141) Mary E. Augustine, Esquire (Bar No. 4477) Carl D. Neff, Esquire (Bar No. 4895) 919 N. Market Street, Suite 700 Wilmington, Delaware 19801 (302) 658-1100 telephone (302) 658-1300 facsimile dastin@ciardilaw.com asacculo@ciardilaw.com maugustine@ciardilaw.com cneff@ciardilaw.com Counsel to New Alaska Energy, LLC

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Exhibit A

Exhibit B Part 1

PURCHASE AND SALE AGREEMENT BY AND BETWEEN NEW ALASKA ENERGY, LLC AND PACIFIC ENERGY ALASKA OPERATING LLC AND PACIFIC ENERGY ALASKA HOLDINGS, LLC Dated as of the Execution Date

TABLE OF CONTENTS Page ARTICLE 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 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 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 1.42 DEFINITIONS...................................................................................................... 1 Abandonment Obligations .................................................................................... 1 Affected Employees .............................................................................................. 1 Affiliates ............................................................................................................... 2 Agreement ............................................................................................................. 2 Alaska Interest or Alaska Interests ....................................................................... 2 Alaska Interests Closing ....................................................................................... 4 Alaska Interests Closing Date ............................................................................... 4 Alaska Interests Deposit ....................................................................................... 4 Alaska Interests Purchase Price ............................................................................ 4 Allocated Value .................................................................................................... 4 Applicable Laws ................................................................................................... 4 Assignment and Bill of Sale ................................................................................. 4 Associated Parties ................................................................................................. 4 Assumed Liabilities .............................................................................................. 4 Bankruptcy Case ................................................................................................... 5 Bankruptcy Claim ................................................................................................. 5 Bankruptcy Code .................................................................................................. 5 Bankruptcy Costs .................................................................................................. 5 Bankruptcy Court .................................................................................................. 5 Business Day ......................................................................................................... 5 Buyer ..................................................................................................................... 5 Casualty Loss ........................................................................................................ 5 CERCLA ............................................................................................................... 6 CIPLC ................................................................................................................... 6 Claim or Claims .................................................................................................... 6 Confidentiality Agreement.................................................................................... 6 Consents ................................................................................................................ 6 Contracts ............................................................................................................... 6 Credit Agreements ................................................................................................ 6 Defect Value ......................................................................................................... 6 DNR ...................................................................................................................... 6 Easements ............................................................................................................. 7 Effective Time ...................................................................................................... 7 Environmental Laws ............................................................................................. 7 Environmental Liabilities...................................................................................... 7 Escrow Agreement ................................................................................................ 7 Excluded Items...................................................................................................... 7 Excluded Liabilities .............................................................................................. 8 Execution Date ...................................................................................................... 9 Fee Interests .......................................................................................................... 9 Final Alaska Interests Purchase Price ................................................................... 9 Final Settlement Statement ................................................................................... 9

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Page 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.70 1.71 1.72 1.73 1.74 1.75 1.76 1.77 1.78 1.79 1.80 1.81 1.82 1.83 1.84 1.85 1.86 1.87 Forest Indemnities................................................................................................. 9 GAAP.................................................................................................................... 9 Gas ........................................................................................................................ 9 Governmental Bonds ............................................................................................ 9 Governmental Entity ............................................................................................. 9 Hiring Period ......................................................................................................... 9 Imbalances ............................................................................................................ 9 J. Aron ................................................................................................................. 10 Lands ................................................................................................................... 10 Leases .................................................................................................................. 10 Liability or Liabilities ......................................................................................... 10 Material Amount ................................................................................................. 10 Minimal Defect ................................................................................................... 10 Net Revenue Interest ........................................................................................... 10 NORM................................................................................................................. 10 Oil ....................................................................................................................... 10 Organizational Documents.................................................................................. 10 Party or Parties .................................................................................................... 10 PEAH .................................................................................................................. 10 PEAO .................................................................................................................. 10 PERL ................................................................................................................... 11 Permits ................................................................................................................ 11 Permitted Encumbrances .................................................................................... 11 Person .................................................................................................................. 11 Preliminary Alaska Interests Purchase Price ...................................................... 11 Preliminary Settlement Statement....................................................................... 11 Production Taxes ................................................................................................ 11 Property or Properties ......................................................................................... 11 Property Conditions ............................................................................................ 11 Property Taxes .................................................................................................... 12 Prospective Employees ....................................................................................... 12 Purchase Price ..................................................................................................... 12 PV-NRI ............................................................................................................... 12 Records ............................................................................................................... 12 Related Agreements ............................................................................................ 13 Remaining Employees ........................................................................................ 13 Royalty Interests ................................................................................................. 13 Sale Order ........................................................................................................... 13 Sale Procedures Order......................................................................................... 13 Securities Act ...................................................................................................... 13 Seller or Sellers ................................................................................................... 13 Silver Point.......................................................................................................... 13 Site Visit Indemnity Agreement ......................................................................... 13 Stock ................................................................................................................... 13 Stock Closing ...................................................................................................... 13

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Page 1.88 1.89 1.90 1.91 1.92 1.93 1.94 1.95 1.96 1.97 1.98 1.99 1.100 1.101 Stock Closing Date ............................................................................................. 13 Stock Deposit ...................................................................................................... 13 Stock Purchase Price ........................................................................................... 13 Strict Liability ..................................................................................................... 14 Tangible Assets ................................................................................................... 14 Third Party .......................................................................................................... 14 Title Defect ......................................................................................................... 14 Title Defect Notice.............................................................................................. 14 Transaction Documents ...................................................................................... 14 Uncured Title Defect........................................................................................... 14 Uncured Title Defects Value .............................................................................. 14 Units .................................................................................................................... 14 WARN Act.......................................................................................................... 14 Well or Wells ...................................................................................................... 14

ARTICLE 2 PURCHASE AND SALE ................................................................................... 15 2.1 Interests and Stock .............................................................................................. 15 2.2 Assumption ......................................................................................................... 15 ARTICLE 3 3.1 3.2 3.3 ARTICLE 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 ARTICLE 5 5.1 5.2 5.3 5.4 5.5 5.6 PURCHASE PRICE ........................................................................................... 15 Purchase Price. .................................................................................................... 15 Increases in Alaska Interests Purchase Price ...................................................... 15 Decreases in Alaska Interests Purchase Price ..................................................... 16 BUYERS REVIEW ........................................................................................... 16 Buyers Review before the Execution Date. ....................................................... 16 Access to Assets and Properties. ......................................................................... 17 Environmental Review........................................................................................ 17 Tangible Assets; Casualty Loss. ......................................................................... 18 No Representation or Warranty of Accuracy; Disclaimer. ................................. 18 Acknowledgments of Buyer ............................................................................... 19 Independent Evaluation ...................................................................................... 22 Buyers Confidentiality Obligations; Press Releases. ........................................ 22 TITLE AND TITLE DEFECTS ......................................................................... 23 Title Defect ......................................................................................................... 23 Title Defect Notice.............................................................................................. 23 Determination of Title Defects and Defect Values. ............................................ 24 Calculation of Defect Value................................................................................ 24 Consequences of Title Defect ............................................................................. 25 Description and Other Errors .............................................................................. 25

ARTICLE 6 CERTAIN COVENANTS BETWEEN EXECUTION DATE AND CLOSINGS ......................................................................................................... 26 6.1 Related Agreements. ........................................................................................... 26

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Page 6.2 6.3 6.4 6.5 6.6 6.7 6.8 ARTICLE 7 7.1 7.2 7.3 7.4 ARTICLE 8 8.1 8.2 8.3 8.4 ARTICLE 9 9.1 9.2 9.3 9.4

Third Party Notifications and Regulatory Approvals for the Alaska Interests. .............................................................................................................. 26 Third Party Notifications and Regulatory Approvals for the Stock.Error! Bookmark not defined Termination of Sellers Insurance ....................................................................... 27 Conduct of Business Pending the Alaska Interests Closing. .............................. 28 Preferential Rights to Purchase. .......................................................................... 29 Sale Procedures ................................................................................................... 30 Payment of Deposits ........................................................................................... 30 ALASKA INTERESTS CLOSING .................................................................... 30 Alaska Interests Closing Date ............................................................................. 30 Closing Obligations; Deliveries .......................................................................... 30 Sellers Conditions .............................................................................................. 33 Buyers Conditions ............................................................................................. 34 STOCK CLOSING ............................................................................................. 34 Stock Closing Date ............................................. Error! Bookmark not defined. Closing Obligations; Deliveries .......................... Error! Bookmark not defined. Sellers Conditions .............................................. Error! Bookmark not defined. Buyers Conditions ............................................. Error! Bookmark not defined. TERMINATION ................................................................................................. 34 Events of Termination......................................................................................... 34 Effect of Termination. ......................................................................................... 35 Events of Termination of Stock Sale .................. Error! Bookmark not defined. Effect of Termination of Stock Sale. .................. Error! Bookmark not defined.

ARTICLE 10 CERTAIN OBLIGATIONS AFTER ALASKA INTERESTS CLOSING ........................................................................................................... 35 10.1 Filing and Recording........................................................................................... 36 10.2 Copies ................................................................................................................. 36 10.3 Further Assurances.............................................................................................. 36 10.4 Post-Closing Consents. ....................................................................................... 36 10.5 Buyers Compliance............................................................................................ 36 10.6 Allocation of Proceeds, Costs and Expenses. ..................................................... 37 10.7 Plugging and Abandoning Wells and Platforms; Remediation; Security for Buyers Obligations....................................................................................... 37 10.8 Preliminary Settlement Statement....................................................................... 38 10.9 Final Settlement Statement. ................................................................................ 39 10.10 Post-Closing Revenues ....................................................................................... 40 10.11 Post-Closing Expenses ........................................................................................ 40 10.12 Audits .................................................................................................................. 40 10.13 Reservation of Claims ......................................................................................... 41 ARTICLE 11 TAXES, COSTS, AND FEES ............................................................................ 41 11.1 Property Taxes .................................................................................................... 41

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Page 11.2 11.3 ARTICLE 12 12.1 12.2 12.3 ARTICLE 13 13.1 13.2 13.3 Production Taxes ................................................................................................ 41 Other Taxes ......................................................................................................... 41 POST-CLOSING OPERATIONS BY BUYER ................................................. 42 Operation by Buyer ............................................................................................. 42 Removal of Signs ................................................................................................ 42 Risk of Loss ........................................................................................................ 42 EMPLOYEES AND PERSONNEL ................................................................... 42 Offers of Employment. ....................................................................................... 42 WARN Act Indemnification ............................................................................... 43 General Employee Provisions. ............................................................................ 43

ARTICLE 14 BUYERS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE; BUYERS OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION .............................................. 44 14.1 Buyers Release and Discharge of Sellers and their Associated Parties ............. 44 14.2 Buyers Covenant Not to Sue Sellers or their Associated Parties ...................... 44 14.3 Buyers Obligations to Indemnify, Defend, and Hold Sellers and their Associated Parties Harmless ............................................................................... 44 14.4 Buyers Obligations. ........................................................................................... 45 14.5 Buyers Duty to Defend ...................................................................................... 46 14.6 Dispute Resolution .............................................................................................. 47 14.7 Retroactive Effect ............................................................................................... 47 14.8 Inducement to Sellers .......................................................................................... 47

ARTICLE 15 ENVIRONMENTAL MATTERS ...................................................................... 47 15.1 Buyers Acknowledgment Concerning Possible Contamination of the Tangible Assets and the Properties ..................................................................... 47 15.2 Disposal of Materials, Substances, and Wastes; Compliance with LawError! Bookmark not defi ARTICLE 16 REPRESENTATIONS AND WARRANTIES... Error! Bookmark not defined. 16.1 Representations by Sellers .................................. Error! Bookmark not defined. 16.2 Representations by Buyer ................................... Error! Bookmark not defined. ARTICLE 17 COMMUNICATIONS ....................................................................................... 52 ARTICLE 18 18.1 18.2 18.3 18.4 18.5 18.6 18.7 18.8 MISCELLANEOUS ........................................................................................... 53 Entire Agreement ................................................................................................ 53 Successors and Assigns; Amendment; Survival ................................................. 53 Exclusive Remedy .............................................................................................. 53 Choice of Law ..................................................................................................... 53 Assignment ......................................................................................................... 53 No Admissions .................................................................................................... 54 No Third Party Beneficiaries .............................................................................. 54 Public Communications ...................................................................................... 54

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Page 18.9 18.10 18.11 18.12 18.13 18.14 18.15 18.16 18.17 18.18 18.19 Headings and Titles............................................................................................. 54 Bulk Transfer Law .............................................................................................. 54 Severability ......................................................................................................... 54 Counterparts ........................................................................................................ 54 Not to Be Construed against the Drafter ............................................................. 54 No Waiver ........................................................................................................... 54 Expenses ............................................................................................................. 55 Time of Essence .................................................................................................. 55 No Partnership .................................................................................................... 55 Foreign Trade Law Compliance ......................................................................... 55 Rules of Construction ......................................................................................... 55

Exhibits and Schedules Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G - Description of the Alaska Interests - Certain Contracts Comprising the Alaska Interests - Form of Assignment and Bill of Sale - Form of Non-Foreign Affidavit - Copy of Site Visit Indemnity Agreement - Copy of Sale Procedures Order - Form of Transition Services Agreement

Schedule 1 - Certain Consents Schedule 2 - Certain Excluded Items Schedule 3 - Performance Bonds Schedule 4 - Permitted Encumbrances Schedule 5 Related Agreements Schedule 6 PERL Affiliates Agreements

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PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this Agreement), dated as of the Execution Date, is by and between NEW ALASKA ENERGY, LLC, an Alaska limited liability company with an address of 1150 South Colony Way, Suite 333, Palmer, Alaska 99645 (Buyer), PACIFIC ENERGY ALASKA OPERATING LLC, a Delaware limited liability company with an address of 111 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 111 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 Party and collectively as the Parties. R E C I T A L 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 PEAH acquired the Stock (as defined below) and 100% of the membership interests in PEAO. B. 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. C. Sellers are debtors in possession under the protection of Chapter 11 of the United States Bankruptcy Code pursuant to jointly administered cases under Case Number 09-10785 (the Bankruptcy Case) filed with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). The transactions contemplated by this Agreement, including the purchase and sale of the Alaska Interests hereunder, are subject to approval by the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code (as defined below). A G R E E M E N T S: In consideration of their mutual promises under this Agreement, the benefits to be derived by each Party, and other good and valuable consideration, the Parties agree as follows: ARTICLE 1 DEFINITIONS The following terms, when used in this Agreement, have the following definitions: 1.1 1.2 Abandonment Obligations. Defined in Section 10.7(a). Affected Employees. Defined in Section 13.1(a).

1.3 Affiliates. A Persons Parent Companies and Affiliated Companies. Parent Companies, Affiliated Companies, and Controlling Interest shall have the following meanings: (a) A Persons Parent Companies means any and all entities having a Controlling Interest in such Person; (b) A Persons Affiliated Companies 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) Controlling Interest means a legal or beneficial ownership of more than 50% of the voting stock or other voting rights in an entity. 1.4 Agreement. Defined in the preamble of this Agreement, as more particularly described in Section 18.19(c). 1.5 Alaska Interest or Alaska Interests. All of Sellers right, title and interest in and to those specific assets and contracts set forth in Exhibit A and Exhibit B attached hereto (the Scheduled Assets), except for the Excluded Items, and subject to the limitations and terms expressly set forth herein. Without limiting the foregoing the Alaska Interests shall include the following to the extent associated or related to the Scheduled Assets or as otherwise specifically provided herein: (a) All Fee Interests, Leases and Lands, together with corresponding surface and subsurface 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, carried interests, options, convertible interests, net profits interests, together with all rights that arise by operation of Applicable Laws or otherwise in all properties and land unitized, communitized or pooled with the Leases or Lands; (b) (c) (d) All Easements; All Wells; All Tangible Assets including Furniture Fixtures and Equipment;

(e) All Oil and Gas (or the proceeds from the sale of Oil and Gas) produced after the Effective Time; (f) All Contracts and Escrow Agreementw;

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(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 Governmental Authorities) to the extent they relate to the Properties or the production of Oil and Gas there from; (h) (i) (j) All Permits; All Records; All Royalty Interests;

(k) All partnership and joint venture interests (tax, state law or otherwise) affecting any Properties, Easements, Wells or Tangible Assets; (l) To the extent assignable, all rights to indemnities (including the Forest Indemnities) and releases from any Third Party relating to the Properties, Easements, Wells or Tangible Assets, in each case only to the extent such indemnities and releases relate to (i) activities occurring 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, warranties, indemnities and releases to the extent Sellers may potentially remain liable for any such Claim or Liability; (m) All intangibles, including 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 Property as to which Sellers are (i) lessor or sublessor or (ii) lessee or sublessee, together with any options to purchase the underlying property; and (o) All leases for real property used by Sellers in connection with the operation of their business (such as leases for office and warehouse space, but excluding the Leases);

(p) All intellectual property of any form or nature, including, without limitation, geophysical and geological data, engineering and consulting reports computer data, seismic data, together with any rights of Seller to intellectual property owned or prepared by third parties, all with respect to the Alaska Interests and with respect to any other Alaska assets, properties or prospects adjacent or proximate to any Alaska Interest; (q) Cash deposits, escrow accounts, bonds and other rights with Government Entities, contractors and vendors;

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(r) all surety bonds, plugging bonds, abandonment bonds, standby trust agreements, escrow accounts for plugging, abandonment, decommissioning, removal and restoration obligations, and other bonds posted by or at the request of Sellers, and security deposits and other security furnished by Sellers or their predecessors in interest; (s) all Oil and Gas in pipelines or in tanks (including in storage, line fill and tank bottoms) upstream of the sales custody transfer meter at the Effective Time that are fairly attributable to the Properties; (t) all Oil and Gas held by Sellers or by CIPL for the account of Sellers (including Oil in storage, linefill and tank bottoms) at the Effective Time

The Alaska Interests shall explicitly exclude the Excluded Items, which are not being transferred hereunder. 1.6 Alaska Interests Closing. Defined in Section 7.1.

1.7 Alaska Interests Closing Date. The date on which the Alaska Interests Closing occurs, subject to the modification of the term Alaska Interests Closing Date as set forth in Section 6.6(d). 1.8 1.9 Alaska Interests Deposit. Defined in Section 6.8. Alaska Interests Purchase Price. The amount set forth in Section 3.1(a).

1.10 Allocated Value. The portion of the Purchase Price allocated to specific portions of the Alaska Interests and the Stock as set forth on Exhibit A. 1.11 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 court orders or judgments, as well as the common law, in each case which are applicable to any of the Parties, CIPL, the Alaska Interests, or the Stock. 1.12 Exhibit C. Assignment and Bill of Sale. An instrument substantially in the form of

1.13 Associated Parties. As to each Party, its successors, assigns, members, shareholders, directors, officers, employees, agents, representatives, contractors, subcontractors and Affiliates. 1.14 Assumed Liabilities. The following Liabilities of Sellers but in each case only to the extent directly related to and associated with the Alaska Interests:

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(a) All Liabilities associated with, related to or arising from the ownership of the Alaska Interests or the Stock after the Effective Time; (b) All Liabilities associated with, related to or arising from the operation of the Properties after the Effective Time; (c) (d) All Environmental Liabilities with respect to the Alaska Interests; 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; provided however that notwithstanding any other provision of this Agreement upon the the Alaska Interests Closing the overriding royalty interests in favor of any lenders of Seller shall be terminated and Buyer shall take the Alaska Interests and Properties free and clear of any and all such interests; (f) All Claims arising out of the ownership or operation of the Alaska Interests on or after the Effective Time; (g) All plugging, abandonment, decommissioning, removal and/or restoration Liabilities associated with, related to or arising from the Alaska Interests with respect to the periods prior to, on or after the Effective Time. For purposes of clarity, Assumed Liabilities excludes any and all Liabilities not specifically referenced in this Section 1.14. 1.15 1.16 1.17 Bankruptcy Case. Defined in the Recitals of this Agreement. Bankruptcy Claim. As defined in Section 101(5) of the Bankruptcy Code. Bankruptcy Code. Title 11 of the United States Code, as amended.

1.18 Bankruptcy Costs. All costs and claims related to the Bankruptcy Case, including all administrative expenses and claims for administrative expenses pursuant to Section 503 of the Bankruptcy Code. 1.19 1.20 1.21 public. 1.22 Buyer. Defined in the preamble of this Agreement. Bankruptcy Court. Defined in the Recitals of this Agreement. Bbl Barrel of oil. Business Day. Any day on which the Bankruptcy Court is physically open to the

1.23 Casualty Loss. Any loss, damage or reduction in value of the Tangible Assets that occurs during the period between the Execution Date and the Alaska Interests Closing as a result of acts of God, fire, explosion, terrorism, earthquake, volcanic activity, windstorm, storm

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or flood, but excluding any loss, damage or reduction in value as a result of depreciation, ordinary wear and tear and any change in condition of the Tangible Assets for production of Oil and Gas through normal depletion (including the watering out of any well or sand infiltration of any well). 1.24 CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act, as amended. 1.25 Chevron Operated Assets. All of PEAOs assets and other interests in or associated with the Trading Bay Unit or Trading Bay Field in Cook Inlet, Alaska. 1.26 CIPL. Cook Inlet Pipe Line Company, a Delaware corporation.

1.27 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. 1.28 Confidentiality Agreement. The Confidentiality Agreement, dated April 16, 2009, between Sellers and Buyer. 1.29 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 Governmental Entity or pursuant to any Applicable Laws), including those set forth on Schedule 1. 1.30 Contracts. All farmout and farmin agreements, operating agreements, production sales and purchase contracts, processing contracts, gathering contracts, transportation contracts, saltwater disposal agreements, surface leases, subsurface leases, division and transfer orders, areas of mutual interest, balancing contracts, and all other written contracts, contractual rights, interests and other written agreements and instruments covering or affecting any or all of the Alaska Interests or the production, handling or transportation 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, including those certain contracts listed on Exhibit B, but excluding the Credit Agreements. 1.31 Credit Agreements. (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 party 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 party thereto, as amended, supplemented and modified from time to time. 1.32 Defect Value. With respect to each Title Defect, the reduction of the value of the affected Property as a result of such Title Defect, calculated in accordance with the guidelines set forth in Section 5.4. 1.33 DNR. Alaska Department of Natural Resources.

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1.34 Easements. All easements, rights-of-way, rights-of-use, servitudes, licenses, authorizations, permits, and similar surface and other rights and interests applicable to, or used or useful in connection with, any or all of the Properties, as described on Exhibit A. 1.35 Effective Time. In the case of (i) the Alaska Interests, as of 7:00 a.m. California time on theAlaska Interests Closing Date, and (ii) the Stock, as of 7:00 a.m. on the Stock Closing Date. 1.36 Environmental Laws. Any and all Applicable Laws of any Governmental 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 Liabilities. All Liabilities under Environmental Laws relating to, arising 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 Escrow Agreement. Defined in Section 10.7(c).

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 Party such as lessors, contractors, purchasers or transporters of Oil or Gas, including any of Sellers Affiliates;] Sellers geological or geophysical data containing information except to the extent included in Section 1.5(p) Cash located on or at the Properties, and (ii) other cash equivalents, in each case to the extent that such cash was generated from transactions occurring prior to the Effective Time or to the extent such transactions do not relate to the Alaska Interests; provided however that for purpose of this subsection, cash and cash equivalents shall not include cash, deposits, escrow accounts, bonds and other rights with Government Entities, contractors and vendors related to the Alaska Interests.

(b) (c)

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(d) (e)

items used, consumed or disposed of in the ordinary course of business prior to the Closing; all rights to representations, warranties, 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 1.5(l). except for the right to proceeds assigned pursuant to Section 6.4, all rights under insurance policies held by Sellers or any of their Affiliates covering any of the Alaska Interests or Sellers interests in CIPL; Tangible Assets currently in use in connection with the ownership or operation of other property not included in the Alaska Interests; Records that are subject to attorney-client privilege, work product immunity or other privileges against disclosure enjoyed by Sellers or any of their Associated Parties, including all privileged information and work product of Sellers and CIPL from the period up to and including the Closing; any interests, properties or assets owned by any Person other than Sellers; any and all Claims against operators or other third parties arising out of the operation of the Properties, Alaska Interests or CIPL prior to the Effective Time; the Redoubt Interruption Claim; and all Contracts between a Seller or Sellers, on one hand, and PERL or any Affiliate of PERL (other than Sellers), on the other hand identified by Seller on Schedule 6 Attached hereto.

(f)

(g) (h)

(i) (j)

(k) (l)

1.40 Excluded Liabilities. Without limiting the definition of Assumed Liabilities or implying that Buyer is assuming any Liability other than the Assumed Liabilities, the following Claims against and Liabilities and obligations of Sellers are excluded and not assumed by Buyer: (a) All Liabilities associated with, related to or arising from debt instruments to which one or both Sellers is a party, except for Liabilities that relate to Permitted Encumbrances; All accounts payable that have accrued prior to the Effective Time; All royalty obligations associated with, related to or arising from the Alaska Interests that have accrued prior to the Effective Time;

(b) (c)

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(d)

All Claims, except Environmental Claims and Abandonment Obligations, arising out of the ownership or operation of the Alaska Interests prior to the Effective Time; and All Bankruptcy Claims (except Environmental Claims and Abandonment Obligations) and Bankruptcy Costs (except Environmental Claims and Abandonment Obligations).

(e)

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 described on Exhibit A. 1.43 Final Alaska Interests Purchase Price. The actual Alaska Interests Purchase Price, 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 Assets 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 principles in Canada, as in effect from time to time. 1.47 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 Governmental Entities in connection with Buyers acquisition and ownership of the Alaska Interests or Buyers designation as an operator of the Properties or any Alaska Interest. 1.49 Governmental Entity. Any federal, state, native American, county, municipal or other federal, state or local governmental entity or judicial or regulatory agency, board, body, department, bureau, commission, instrumentality, court, tribunal or quasi-governmental entity in any jurisdiction (domestic or foreign) having jurisdiction over any Party or any affected asset, or over any of the transactions contemplated by this Agreement. 1.50 Hiring Period. Defined in Section 13.1(a). Gas. Natural gas, including casinghead gas, gas-well gas and other hydrocarbon

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

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obligation arises at the wellhead, pipeline, gathering system, transportation or other location and regardless of whether the same arises under contract or by operation of Applicable Laws. 1.52 1.53 otherwise. J. Aron. J. Aron & Company. Lands. All of the lands covered by the Leases or held by Sellers in Fee Simple or

1.54 Leases. The Oil and Gas leases and subleases, and the surface and subsurface leasehold estates created thereby, as described in Exhibit A. 1.55 Liability or Liabilities. Collectively, all damages (including consequential and punitive damages), including damages for personal injury, death or damage to personal or real property (both surface and subsurface) and costs for remediation, restoration or clean up of contamination, whether the injury, 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 incurred in defending a Claim; liens; and judgments; in each instance, whether these damages and other costs are foreseeable or unforeseeable. 1.56 Material Amount. An amount, as of the date of estimation or determination, equal to $1,000,000 or more. 1.57 $1,000,000. 1.58 Minimal Defect. Any individual Title Defect with a Defect Value of less than MMBTU. One million British Thermal Units.

1.59 Net Revenue Interest. Sellers interest in and to all production of Oil and Gas saved, produced and sold from any Property. 1.60 1.61 NORM. Naturally occurring radioactive material. Oil. Crude oil, distillate, drip gasoline, condensate and other liquid hydrocarbons.

1.62 Organizational Documents. With respect to any Person, its certificate of incorporation, formation or organization (or comparable) document, its by-laws, partnership agreement or any certificate of formation, limited liability company agreement or operating agreement, or any other similar organizational instrument or document governing such Person or applicable to ownership. 1.63 1.64 1.65 Party or Parties. Defined in the preamble of this Agreement. PEAH. Defined in the preamble of this Agreement. PEAO. Defined in the preamble of this Agreement.

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1.66 PERL. Pacific Energy Resources Ltd., a Delaware corporation, which is a debtor in possession under the Bankruptcy Case, owner of all of the issued and outstanding membership interests of PEAH and operator of certain Alaska Interests. 1.67 Permits. All transferable environmental and other governmental (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. 1.68 Permitted Encumbrances. Any mortgage, deed of trust, lien, encumbrance, Claim, royalty, obligation or interest (i) related to one or more Assumed Liability, (ii) set forth on Exhibit A or Exhibit B, or (iii) set forth on Schedule 4. 1.69 Person. Any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, estate, unincorporated organization, Governmental Entity or other entity. 1.70 Post-Closing Approvals. The Successor Operator Approval and the Stock Transfer Approval, each of which Buyer shall obtain as soon as possible post-Closing. 1.71 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. 1.72 Preliminary Settlement Statement. Defined in Section 10.8.

1.73 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. 1.74 Property or Properties. The real properties included within or covered by the Leases, Lands, Units and Fee Interests. 1.75 Property Conditions. The physical condition or any other aspect of the Properties and the Tangible Assets, including (a) the structural integrity 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 future applicable zoning or building code requirements; (d) the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides; (e) the sufficiency of any undershoring; (f) the sufficiency of any drainage; (g) whether the Properties or the Tangible Assets are located wholly or partially in a flood plain or a flood hazard boundary or similar area; (h) any other matter affecting the stability or integrity of the land, or any buildings or improvements situated on or as part of the Properties or the Tangible Assets; (i) the availability of public utilities and services for the Properties or the Tangible Assets; (j) the fitness or suitability of the Properties or the Tangible Assets for any intended use; (k) the potential for

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further development of the Alaska Interests; (l) 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 friable asbestos in, on or about the Alaska Interests or the Tangible Assets. 1.76 Property 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, property, documentary or stamp, as well as any interest, penalties and fines assessed or due in respect of any such taxes, whether disputed or not. 1.77 1.78 1.79 1.80 Prospective Employees. Defined in Section 13.1(a). Purchase Price. Defined in Section 3.1(b). PV-NRI. Defined in Section 5.4(b). RCA. Regulatory Commission of Alaska.

1.81 Redoubt Interruption Claim. Any and all claims or rights of Sellers or their Affiliates relating to the business interruption arising from or related to the volcanic and seismic activity that began in March 2009. 1.82 Successor Operator Approval. Final, unconditional approval by the DNR and any other applicable Governmental Entity of the Buyer as the successor operator for the Alaska Interests operated by PERL pursuant to the Transition Services Agreement. 1.83 Stock Transfer Approval. Final, unconditional approval by the RCA and any other applicable Governmental Entity of the transfer of the Stock from PEAH to Buyer. 1.84 Records. All books and records, files, records, data, correspondence, studies, surveys, reports, Oil and Gas sales contract files, gas processing files, geologic, proprietary 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 written 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, Third-Party licenses, promotional materials, operational records, technical records, reserve estimates and economic estimates; production and processing records, division order, lease, land and right-of-way files, accounting and financial files, tax records (other than income tax), and contract files (including all files regarding the Contracts and related files); provided, however, Records shall not include (a) Sellers general corporate, accounting and financial books and records even if containing references to the Properties, provided that Seller shall provide Buyer reasonable access to such books and records as reasonably necessary for the conduct of Buyers post closing business activities related to the Alaska Interests (b) books, records (including seismic data) and files that may not be disclosed under the terms of any Third Party agreement (and consent to make disclosure has not been obtained) or are not transferable without payment

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of fees or penalties (except as may be agreed to be paid by Buyer) or cannot be disclosed under Applicable Laws, (b) 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, (c) income tax information, (d) 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, (e) seismic data already owned or held by Buyer, and (f) Excluded Items. 1.85 1.86 Related Agreements. Defined in Section 6.1(a). Remaining Employees. Defined in Section 13.1(a).

1.87 Royalty 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 forth on Exhibit A. 1.88 Sale Order. The sale order entered by the Bankruptcy Court approving the consummation of the purchase and sale of the Alaska Interests and the Stock as contemplated by this Agreement. 1.89 Sale Procedures Order. The Sale Procedures Order attached hereto as Exhibit F, which was entered by the Bankruptcy Court on [_______], 2009. 1.90 Securities Act. The Securities Act of 1933, as amended, or any successor law thereto, as well as all regulations and rules issued pursuant to that act or any such successor law thereto. 1.91 1.92 Seller or Sellers. Defined in the preamble of this Agreement. Silver Point. Silver Point Finance, LLC.

1.93 Site Visit Indemnity Agreement. The Agreement for Indemnification and Responsibility for Damages to the Subject Properties in Connection with Site Visit and Investigation, dated as of [not provided], 2009, between Sellers and Buyer, as amended and supplemented, a copy of which is attached as Exhibit E. 1.94 1.95 1.96 1.97 1.98 Stock. 20,000 shares of common stock of CIPL. Stock Closing. Defined in Section 8.1. Stock Closing Date. The date on which the Stock Closing occurs. Stock Deposit. Defined in Section 6.8. Stock Purchase Price. Defined in Section 3.1(b).

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1.99 Strict Liability. Includes strict statutory liability, strict products liability and strict environmental liability. 1.100 Tangible Assets. All pipelines, flowlines, plants, gathering and processing systems, buildings, vehicles, compressors, meters, tanks, machinery, tools, pulling machines, utility lines, personal property, 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, fixtures, and improvements and other appurtenances, 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 attributable thereto. 1.101 Third Party. A Person other than Buyer and its Affiliates or Sellers and their Affiliates. 1.102 Transition Services Agreement. A Transition Services Agreement to be entered into between PERL and Buyer at the Alaska Interests Closing, substantially in the form of Exhibit G. 1.103 Transition Termination Date. The date that the Transition Services Agreement expires or is terminated. 1.104 Title Defect. Defined in Section 5.1. 1.105 Title Defect Notice. Defined in Section 5.2. 1.106 Transaction Documents. Defined in Section 18.1. 1.107 Uncured Title Defect. Any Title Defect, other than a Minimal Defect, with respect to which Sellers do not cure or agree to cure pursuant to Section 5.5(a). 1.108 Uncured Title Defects Value. The aggregate Defect Value for all Uncured Title Defects. 1.109 Units. All rights in any pooled or unitized or communitized acreage by virtue of the Lands being a part thereof, as described on Exhibit A. 1.110 WARN Act. Defined in Section 13.2. 1.111 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. 1.112 Execution Date. The execution date shall be the date the bankruptcy court approves the sellers execution of this agreement and delivers this agreement to the buyer.

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ARTICLE 2 PURCHASE AND SALE 2.1 Interests and Stock. 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. ARTICLE 3 PURCHASE PRICE 3.1 Purchase Price. (a) Alaska Interests Purchase Price. The total purchase price for the Alaska Interests will be $250,333.00, subject to adjustment pursuant to Section 3.2 and Section 3.3 below (the Alaska Interests Purchase Price or the Purchase Price)). Adjustments. Notwithstanding any other provision of this Agreement to the contrary, the Alaska Interests Purchase Price shall be subject to adjustment only as set forth in Section 3.2 and Section 3.3 below. Except as set forth in Section 3.2 and Section 3.3, Buyer and Sellers agree that there shall be no adjustments to the Purchase Price of any kind, of any amount, for any reason.

(b)

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, Property Taxes or Production Taxes, and penalties and interest, paid by Sellers and fairly attributable to Buyer pursuant to this Agreement, including any capital expenditures permitted under this Agreement pursuant to Section 6.5(a)(iv) the amount 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; the value of the following items, less any applicable Production Taxes and royalties (which are the obligation of Buyer): the amount of any taxes paid by Sellers pursuant to Article 11; and the amount of all proceeds, receipts (including producing receipts, drilling receipts and construction overhead receipts), reimbursements, credits, and

(b)

(c) (d) (e)

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income paid to or received by Buyer, including proceeds from the sale of Oil and Gas ( but excluding the proceeds from the sale of Oil and Gas included as part of the Alaska Interests as set forth in Section 1.5) net of all applicable Property Taxes and Production Taxes and royalties paid by Buyer, that are fairly attributable to Sellers pursuant to this Agreement. 3.3 Decreases in Alaska Interests Purchase Price. The Alaska Interests Purchase Price will be decreased by the following amounts: (a) an amount equal to any costs and expenses, accounts payable and other disbursements, including royalties, rentals, Property Taxes or Production Taxes, and penalties and interest, that are paid by Buyer and fairly attributable to Seller pursuant to this Agreement; 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, , net of all applicable Property Taxes, Production Taxes and royalties paid by Sellers, that are fairly attributable to Buyer pursuant to this Agreement; the amount of any suspended funds retained by Sellers pursuant to Section 10.6(a); the amount, if any, by which the aggregate of the Uncured Title Defects Value exceeds $1,000,000; provided, however, that in no event will the Alaska Interests Purchase Price be decreased under this Section 3.3(d) by more than $2,500,000; provided however that if the aggregate of the Uncured Title Defects Value exceeds $3,500,000 Buyer shall have the right to terminate this Agreement; and the Allocated Value of all Properties subject to a preferential right to purchase and not sold to Buyer at the Alaska Interests Closing pursuant to Section 6.6;. ARTICLE 4 BUYERS REVIEW 4.1 Buyers 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 Buyers 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 writing if it wishes to review files or data in addition to those previously provided, but Sellers obligation to provide additional files or data shall be limited to files and data that are reasonably available to it. SELLERS HAVE NO OBLIGATION TO PROVIDE ACCESS TO, AND BUYER WAIVES

(b)

(c) (d)

(e)

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ALL CLAIMS TO INSPECT, SELLERS INTERPRETIVE, PREDICTIVE, CONFIDENTIAL, PRIVATE, PROPRIETARY OR PRIVILEGED INFORMATION OR WORK PRODUCT (INCLUDING PERSONNEL RECORDS), OR INFORMATION THE DISSEMINATION OF WHICH IS RESTRICTED BY APPLICABLE LAW OR CONTRACTS BETWEEN SELLERS AND ANY THIRD PARTY. Sellers have no 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 Governmental 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 Property, 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 (except in strict accordance with the adjustment provisions of Section 3.2 and Section 3.3), indemnification or any other recourse of any kind whatsoever against Sellers or any of their respective Associated Parties if Title Defects arise after the Execution Date. Buyer has undertaken all appropriate inquiry to its satisfaction, and has made an informed decision to acquire the Stock and the Alaska Interests on the basis of its own investigations and without reliance on statements or investigations by any other Person, including Sellers, CIPL, PERL and their respective Associated Parties.

4.2

Access to Assets and Properties. (a) Buyer acknowledges that it has had the opportunity to inspect and inventory the Tangible Assets and the Properties before the Execution Date. On Buyers request, Sellers will provide additional access to the Tangible Assets and the Properties at any reasonable time before the Alaska Interests Closing on and subject to the terms of the Site Visit Indemnity Agreement. All visits to the premises and facilities by Buyer and on Buyers behalf will be scheduled by mutual consent of the Parties, subject to Buyers providing Sellers at least five Business Days written notice of the locations that it wishes to visit and the proposed times. Sellers may accompany Buyer and its Associated Parties during their site visits. Entry onto the Tangible Assets and the Properties will be subject to Third-Party restrictions, if any, and to Sellers safety, industrial hygiene and drug and alcohol requirements, and at Buyers sole risk and expense (including the cost of helicopter and boat charters to access platforms).

(b)

4.3 Environmental Review. Prior to the Execution Date, Buyer and its Associated Parties were offered an opportunity to inspect and inventory (i) the Tangible Assets and the

-17-

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 Tangible Assets; Casualty Loss. (a) Buyer acknowledges that (i) prior to the Execution Date, it has had the opportunity to inspect and inventory the condition of the Tangible Assets and Properties to its satisfaction and (ii) there will 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 during Buyers inspections may be used or replaced with items of substantially equivalent condition and value before the Alaska Interests Closing as a result of normal and customary operations. Through and until the Alaska Interests Closing, Sellers shall notify Buyer of each instance of Casualty Loss to the Tangible Assets or any part thereof occurring from and after the Execution Date, to the extent known to Sellers and to the extent the estimated amount of such Casualty Amount is a Material Amount. In the event a Casualty Loss occurs prior to the Alaska Interests Closing, Buyer shall have the election to proceed nonetheless Close with no reduction in the Alaska Interests Purchase Price or terminate this Agreement and have the Alaska Interests Deposit returned.

(b)

4.5

No Representation or Warranty of Accuracy; Disclaimer. (a) Sellers make no representation or warranty whatsoever (express, statutory or implied) and expressly disclaim all representations and warranties as to the accuracy or completeness of the files or any other information that they have provided to Buyer or may provide to Buyer or that have been provided or may be provided by Sellers Associated Parties or other Persons. Conveyance of the Alaska Interests (including the Tangible Assets), the Stock and the Property shall be without representation or warranty whatsoever (express, statutory or implied) as to title, description, physical condition of the Alaska Interests (including the Tangible Assets), the Stock or the Properties (including the environmental condition), of the Alaska Interests (including the Tangible Assets and Properties that are part 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 will be deemed to have satisfied itself entirely as to the type, condition, quality and extent of the property and property interests that comprise the Alaska Interests (including the Tangible Assets, the Properties, the Stock and any other property or assets that are part of the Alaska Interests) being sold and conveyed to Buyer pursuant to this Agreement.

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(b)

BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS HAVE NOT MADE, AND WILL NOT MAKE, ANY REPRESENTATION OR WARRANTY WHATSOEVER (EXPRESS, IMPLIED OR STATUTORY) IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS 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 STOCK, 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 ANY OTHER PERSON) IS AUTHORIZED TO MAKE ANY WARRANTY 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 BUYERS SOLE RISK.

4.6 Acknowledgments of Buyer. By proceeding with the transactions contemplated in this Agreement, Buyer shall be deemed to have acknowledged and admitted, that: (a) (b) Buyer has been given full opportunity to adequately inspect the Tangible Assets and the Properties; 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 will occur as a result of such use and that Sellers have disclosed, and Buyer is further aware, that there exists the possibility that there could have occurred or will 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 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; Buyer has entered into this Agreement based solely on its own investigation of the physical condition of the Tangible Assets and the

(c)

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Properties (including the environmental condition of the Properties and the surrounding 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 warranties set forth in Section 16.1 may not be revealed by Buyers own investigation. Buyer, with full knowledge of the foregoing and after 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 the Alaska Interests on an AS IS, WHERE IS, WITH ALL FAULTS basis, waives any other rights of indemnification, contribution or recourse it may have against or from Sellers or any of their Associated Parties with respect to the condition of the Alaska Interests, including the environmental condition of the Tangible Assets, the Properties and the surrounding environment and any and all damage to the Tangible Assets, the Properties and the surrounding 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 Intrests AS IS, WHERE IS, WITH ALL FAULTS 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 warranty, express or implied, of any kind or type, relating to the Alaska Interests, its improvements or the Property Conditions, and such waiver and release is absolute, complete, total and unlimited in every way. Except as specifically set forth in this Agreement to the contrary, such waiver and release includes a waiver and release of express warranties, implied warranties, warranties of fitness for a particular use, warranties of merchantability, warranties of habitability, Strict 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 Strict Liability type claims and rights; In connection with the waivers, releases and limitations of liability set forth 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

(e)

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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 unknown, 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 Witt v. Watkins, 579 P.2d 1065 (Alaska 1978), Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown 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 unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants 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 unknown 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 forth in this Agreement; and 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 Buyers own abilities and skills to explore, produce, operate, and abandon the Properties and the Alaska Interests and is not relying on Sellers own estimates of such data. The Properties may contain asbestos, hazardous substances or NORM. 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. 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 Government Entities. Sellers do not represent or warrant that ownership, use, operation, maintenance, improvement or abandonment of any intellectual -21-

(g)

(ii) (iii)

(iv)

(v)

property rights included within the Alaska Interests or owned or held by CIPL would not infringe any patent, copyright, trademark or trade secret rights of any Person. (h) By initialing where indicated below, Buyer specifically agrees to the foregoing acknowledgements, disclaimers and releases in this Section 4.6. BUYER ____ ________ (Initials)

4.7 Independent Evaluation. Buyer has made an independent evaluation of the Alaska Interests (including the Tangible Assets), and the Properties, and acknowledges that Sellers have made no statements or representations concerning the present or future value of the anticipated income, costs or profits, if any, to be derived from the Properties 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 produced from the Alaska Interests and the Properties, and that SELLERS DO NOT IMPLIEDLY OR EXPRESSLY WARRANT ANY DESCRIPTION, TITLE, VALUE, QUALITY OR PHYSICAL CONDITION OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) OR THE PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES), MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS), OR PROPERTIES, OR OTHER PERSONAL PROPERTY OR FIXTURES LOCATED THEREON OR USED IN CONNECTION THEREWITH. Buyer further acknowledges that, in entering into this Agreement, it has relied solely upon its independent examination of the Alaska Interests (including the Tangible Assets and the Properties) and the public records relating to the Alaska Interests (including the Tangible Assets and the Properties) and its independent estimates, computations, evaluations, reports, and studies based thereon. Buyer acknowledges that it has made such investigation of the Property Conditions as Buyer deems adequate, and shall rely solely upon its own investigation of such conditions and not upon any statement or opinion by Sellers or any Associated Party of Sellers or any Third Party. Except for representations in Section 16.1, Sellers shall not be responsible for any innocent or negligent misrepresentation or failure to investigate the Alaska Interests on the part of Sellers, any Associated Party of Sellers or any Third Party. 4.8 Buyers Confidentiality Obligations; Press Releases. (a) Except as set forth in Section 18.8, Buyer will keep confidential all information concerning the Alaska Interests (including the Tangible Assets) and the Stock, as set forth in the Confidentiality Agreement and the Site Indemnity Agreement. In the event of termination of this Agreement, Buyer shall promptly, and in any event within five days of such termination, (i) return to Sellers all documentation or other information concerning the Alaska Interests, the

(b)

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Stock or otherwise pursuant to or in connection with this Agreement, that it obtained from Sellers or any Associated Party of Sellers or CIPL, (ii) destroy all of its work papers and analyses that incorporate the information, and (iii) be subject to these confidentiality obligations for five years after the Execution Date, all in accordance with the Confidentiality Agreement. However, (i) if the Alaska Interests Closing occurs, then Buyers confidentiality obligations under this Section 4.8 with respect to the Alaska Interests will not survive the Alaska Interests Closing and (ii) if the Stock Closing occurs, then Buyers confidentiality obligations under this Section 4.8 with respect to the Stock will not survive the Stock Closing. ARTICLE 5 TITLE AND TITLE DEFECTS 5.1 Title Defect. Title Defect means any one or more of the following, provided, however, that each of the following is subject in all respects to any disclosure on Exhibit A or Exhibit B to the contrary, including the disclosure of any mortgage, deed of trust, lien, Encumbrance, Claim, royalty, obligation or interest: (a) Sellers title to all or any part of the Alaska Interests becomes subject to an outstanding mortgage, deed of trust, lien or other monetary encumbrance or adverse Claim not listed or referenced on Exhibit A or Exhibit B that would induce a purchaser to suspend payment of proceeds for the Alaska Interest or require the furnishing of security or indemnity. Evidence that Sellers receive their full share of proceeds from a purchaser or Third-Party operator for an Alaska Interest shall constitute a presumption that no Title Defect exists with respect to such Alaska Interest; Sellers working interest would be reduced if a Third Party were to exercise a reversionary, back-in or other similar right affecting Sellers title to the Leases not listed or referenced on Exhibit A or Exhibit B; or Sellers default in any material respect under a material provision of a lease, farmout agreement or other Contract, which default results in a material loss of title to any part of the Alaska Interests.

(b)

(c)

provided, however, that the term Title Defect does not include (i) a lien or encumbrance in the form of a judgment secured by a supersedes bond or other security approved by the court issuing the order; or (ii) the loss of lease acreage between the Execution Date and the Alaska Interests Closing Date because the term of a Lease expires, provided however, that if such Lease may be renewed, at the request of Buyer, Seller shall renew such Lease for the benefit of Buyer.

5.2 Title Defect Notice. Buyer will have until one day prior to the Alaska Interests Closing date to provide Sellers a written notice (Title Defect Notice) of any Title Defect that Buyer in good faith finds unacceptable. Each Title Defect Notice must include, in reasonable -23-

detail, a description of (a) the Alaska Interest with respect to which the claimed Title Defect relates, (b) the nature of such claimed Title Defect, and (c) Buyers calculation of the Defect Value in accordance with the guidelines set forth in Section 5.4. Any Title Defect that is not identified by a timely-delivered Title Defect Notice will thereafter be forever waived by Buyer and such Title Defect will transfer with the affected Alaska Interest. 5.3 Determination of Title Defects and Defect Values. (a) Within three Business Days after Sellers receipt of a Title Defect Notice, Sellers will notify Buyer as to whether Sellers agree with the Title Defect claimed therein and/or the proposed Defect Value attributed to such Title Defect. If Sellers do not agree with any such claimed Title Defect and/or any such proposed Defect Value, then the Parties will promptly enter into good faith negotiations and will attempt to agree on such matters. The value agreed to by the Parties with respect to a Title Defect will be the Defect Value for such Title Defect. If the Parties do not reach an agreement concerning either the existence of a Title Defect or the associated Defect Value within five Business Days after Sellers receipt of a Title Defect Notice, then, upon Sellers or Buyers written request, the disputes will be submitted to the Bankruptcy Court for resolution.

(b)

5.4

Calculation of Defect Value. (a) If, because of a Title Defect, title to or Sellers rights in a particular Alaska Interest fails completely with the effect that Sellers have no ownership interest in such Alaska Interest, the Defect Value will be the Allocated Value of such Alaska Interest. If a Title Defect exists because Sellers own a lesser Net Revenue Interest in a Property, then the Defect Value will be the Allocated Value for such Property multiplied by a fraction (i) the numerator of which is the net present value, as of the Effective Time, of Sellers interest in the future net revenues from such Property (the PV-NRI) minus the net present value as of the Effective Time, of Sellers interest in the future net revenues from such Property calculated based upon the same production, cost, and assumed future price estimates and discount rate and such other methods, techniques and assumptions utilized but taking into account the Title Defect, and (ii) the denominator of which is the PV-NRI. If a Title Defect is a lien, encumbrance or other charge upon a particular Alaska Interest that is liquidated in amount, then the Defect Value for such Title Defect shall be the amount necessary to be paid to remove the Title Defect from the affected Alaska Interest. If a Title Defect represents an obligation or burden upon a particular Alaska Interest of a type not described in Section 5.4(b) or Section 5.4(c), -24-

(b)

(c)

(d)

then the Defect Value with respect to such Title Defect will be the sum the Parties mutually agreed upon in good faith as the present value of the adverse economic effect such Title Defect will have on such Alaska Interest. If the Parties cannot reach an agreement as to such Defect Value, then the dispute will be submitted to the Bankruptcy Court for resolution. (e) If less than 100% of the assets comprising an Alaska Interest is subject to a Title Defect, the Parties agree that only the value of the portion of the Alaska Interest affected by the Title Defect will be used to consider the Defect Value; accordingly, the Parties agree that the value of any portion of the Alaska Interest (if less than 100% of the Alaska Interest) affected by the Title Defect will be based on an amount equal to (i) the product of (A) the Allocated Value of 100% of such Alaska Interest and (B) a fraction, the numerator of which is the average weighted production of the portion of the Alaska Interest affected by the Title Defect and the denominator of which is the aggregate average weighted production of 100% of the Alaska Interest, or (ii) if the Alaska Interest is not a producing Alaska Interest, as reasonably agreed to among the Parties. The Parties agree that the phrase average weighted production as used herein will be based on the historical production information from Sellers records for the three full calendar months immediately preceding the Execution Date. Notwithstanding the foregoing provisions of this Section 5.4, a Title Defect with respect to an Easement will be deemed a Title Defect of the Property serviced by such Easement, unless an appropriate replacement Easement is obtained by Sellers therefor. The calculation of a Defect Value will take into consideration any and all applicable guidelines set forth in Sections 5.4(a) through 5.4(f).

(f)

(g)

5.5 Consequences of Title Defect. Sellers will have five Business Days after the final determination of a Title Defect and its associated Defect Value to elect, in their sole discretion, by written notice to the Buyer, any of the following: (a) (b) (c) to cure, or agree to cure, the Title Defect; or that the Title Defect be an Uncured Title Defect; In connection with the exercise of the option set forth in the preceding clause (a), Sellers may delay the Alaska Interests Closing for up to 30 days while they investigate the Title Defect and possible curative measures, and such right to delay the Alaska Interests Closing will be in addition to any other rights of Sellers to delay the Alaska Interests Closing under this Agreement.

5.6 Description and Other Errors. If either Party 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 -25-

from the respective definitions thereof, other sales information or any conveyancing instruments, then Sellers and Buyer shall meet and use their respective commercially reasonable efforts to resolve the error without need of further consideration, and shall, as applicable, execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, such other instruments of conveyance and take such other actions as either Party reasonably may request in connection therewith. If the Parties cannot resolve any such purported error within 15 days of the commencement of negotiations, then the issue will be submitted to the Bankruptcy Court for resolution. ARTICLE 6 CERTAIN COVENANTS BETWEEN EXECUTION DATE AND CLOSINGS 6.1 Related Agreements. (a) Except as otherwise provided in this Agreement, the sale of the Alaska Interests will be subject to the terms and conditions of all oil, gas and mineral leases, assignments, subleases, farmout agreements, unit agreements, joint operating agreements, pooling agreements, letter agreements, easements, rights-of-way, gathering and transportation agreements, obligations and other Contracts, in each case to the extent that Sellers are parties (or as such Contracts 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). The Related Agreements are set forth on Schedule 5 hereto. At the Alaska Interests Closing and to the extent approved by the Sale Order, the Parties will execute and deliver all documents necessary for Buyer to assume the Related Agreements, and the Buyer shall assume all of Sellers obligations and liabilities under the Related Agreements, subject to the terms of the Transition Agreement. Buyers obligations shall apply to all Related Agreements, whether or not recorded.

(b)

6.2

Third Party 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, parties to agreements, Governmental Entities having jurisdiction (including any borough, municipality, city, or village in the State of Alaska, the State of Alaska, Department 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, Department of Natural Resources, Mental Health Trust Land Office), or any other Third Party.

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(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 Governmental Entities having jurisdiction (including any borough, municipality, city, or village in the State of Alaska, the State of Alaska, Department 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, Department of Natural Resources, Mental Health Trust Land Office). At least one (1) day before the Alaska Interests Closing Date, Buyer shall furnish to Sellers with copies, or other acceptable proof, of the granting or receipt of (1) Buyers qualification to do business in Alaska as reflected by a Department of Commerce Good Standing Certificate, (2) Buyers qualification certificate or card; incumbency certificate, contact list and Power of Attorney from the Department of Natural Resources; (3) Buyers completed Mental Health Trust Questionnaire as required by the Trust Lands Office; and (4) Buyers qualification certificate or card from the Bureau of Land Management. If Buyer does not furnish Sellers with all Consents (other than the PostClosing Approvals) applicable to the sale of the Alaska Interests from any Governmental Entities having jurisdiction (including a borough, municipality, city, or village in the State of Alaska, the State of Alaska, Department 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, Department of Natural Resources, Mental Health Trust Land Office) at least one (1) day before the Alaska Interests Closing Date, 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 Party for the delay, to permit Buyer to obtain the Consents; or (ii) waive the condition set forth in Section 7.3(d) and proceed with the Alaska Interests Closing without all Consents. Seller shall cooperate with Buyer in obtaining all Consents (with the exception of the Consents from any Governmental Entities having jurisdiction). To the extent that despiter the reasonable efforts of Buyer and Seller, Buyer is unable to obtain a necessary Consent (other than a Consent form any Governmental Entity having jurisdiction) such failure shall constitute a Title Defect and shall be subject to the provisions of Article 5.

(c)

(d)

6.3 Termination of Sellers Insurance. Until the Alaska Interests Closing Date, Sellers shall maintain all insurance that they have provided for the Alaska Interests or the Property, including any insurance they or any of their Affiliates may carry as operator of any Alaska Interests. At the Alaska Interests Closing, Sellers shall assign to Buyer all Sellers right

-27-

title and interest in any proceeds to be received pursuant to such insurance policies with respect to any casualty or loss related to the Alaska Interests(other than the Redoubt Interruption Claim, provided there has been no Purchase Price adjustment as a result of the event giving rise to the proceeds. 6.4 Conduct of Business Pending the Alaska Interests Closing. (a) Subject in all respects to the requirements and restrictions of, or as may result from or relate to, the Bankruptcy Case and orders entered therein, or the Credit Agreements, from the Execution Date to the Alaska Interests Closing Date, except as provided herein or as otherwise consented to in writing by Buyer, Sellers, on a joint and several basis, will:

(i) not act in any manner with respect to the Properties other than in the normal, usual and customary manner, 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, surplus 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 will 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 customary manner, 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 to be subject to any new encumbrances that would impose a Liability; (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; (viii) not, except as otherwise provided in this Agreement, amend or terminate, or violate, breach, or default under, any agreement relating to the Properties;

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(ix) use commercially reasonable efforts to preserve relationships with each Third Party 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) (b) comply in all material respects with all Applicable Laws.

Notwithstanding anything in Section 6.5(a) or elsewhere in this Agreement to the contrary, from and after the Execution Date, neither Seller shall have any obligation to:

(i) repair or otherwise perform maintenance on any Tangible Assets that may fail on or after the Execution Date. 6.5 Preferential Rights to Purchase. (a) Sellers shall use the Allocated Value to provide any required preferential right to purchase notifications. Sellers shall provide such notifications promptly after the Execution Date with respect to each applicable Property and shall comply in all material respects with the agreement in which the applicable preferential purchase right arises insofar as it pertains to such preferential right, to the extent required or authorized by the Bankruptcy Court. If, prior to the Alaska Interests Closing Date, a holder of a preferential purchase right notifies Sellers that it elects to exercise its rights with respect to a Property (in accordance with the agreement under which the preferential purchase right arises), such Property will not be sold to Buyer (subject to the remaining provisions in this Section 6.6), and the Alaska Interests Purchase Price will be reduced by the relevant Allocated Value or, if the preferential right affects less than 100% of such Property, a pro rata portion thereof calculated using the methodology contemplated by Section 6.6(c), and the Parties will remove such Property (or portion thereof) from this Agreement. Sellers shall promptly notify Buyer of the exercise of any preferential purchase rights in respect of the Properties. Notwithstanding the aforementioned, Buyer remains obligated to purchase the remainder of the Properties not affected by exercised preferential purchase rights in accordance with this Agreement. If less than 100% of a Property is purchased pursuant to the exercise of a preferential purchase right, the Parties agree that only the value of the purchased portion of the Property will be used to consider an adjustment to the Alaska Interests Purchase Price pursuant to Section 6.6(b); accordingly, the Parties agree that the value of any portion of the Property (if less than 100% of the Property) purchased pursuant to the exercise of a preferential purchase right will be based on an amount equal to (i) the product of (A) the Allocated Value of 100% of such Property and (B) a -29-

(b)

(c)

fraction, the numerator of which is the average weighted production of the purchased portion of the Property and the denominator of which is the aggregate average weighted production of 100% of the Property, or (ii) if the Property is not a producing Property, as reasonably agreed to among the Parties. The Parties agree that the phrase average weighted production as used herein will be based on the historical production information from Sellers records for the three full calendar months immediately preceding the Execution Date. (d) If for any reason the purchase and sale of a Property or portion thereof covered by an exercised preferential purchase right is not or cannot be consummated with the holder of the preferential purchase right within [120] days after the Alaska Interests Closing Date and the holder of such preferential right does not object, or waives any objection, to the satisfaction of Buyer, to a sale of such Property hereunder, Sellers shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Sellers, within ten Business Days after Sellers prompt notice of the same to Buyer, such Properties pursuant to the terms of this Agreement and for a purchase price equal to the Allocated Value (or any portion thereof pursuant to Section 6.6(c)) (provided, that Alaska Interests Closing Date with respect to such Properties shall mean the date of assignment of such Properties from Sellers to Buyer).

6.6 Sale Procedures. The sale procedures regarding the transactions contemplated by this Agreement will be governed by the Sale Procedures Order and any other applicable orders, including the Sale Order, entered by the Bankruptcy Court. 6.7 Payment of Deposits. On or before the deadline required by the Sale Procedures Order, Buyer shall pay to Sellers by wire transfer of immediately available funds to an account or accounts specified by Sellers: (i) an amount prescribed in the Sale Procedures Order with respect to the Alaska Interests Purchase Price (without taking into account any adjustments pursuant to Section 3.2 or Section 3.3) (the Alaska Interests Deposit), The Alaska Interests Deposit shall be nonrefundable except as specifically set forth in Article 9. At the Alaska Interests Closing, the Alaska Interests Deposit shall be applied to the Preliminary Alaska Interests Purchase Price. ARTICLE 7 ALASKA INTERESTS CLOSING 7.1 Alaska Interests Closing Date. 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 or before August 4, 2009 or at such other time and place as the Parties may agree (the Alaska Interests Closing Date); 7.2 Closing Obligations; Deliveries. Subject to the satisfaction of all of the conditions precedent to the Alaska Interests Closing set forth in this Article 7, at the Alaska Interests Closing the following shall occur:

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(a)

Certificate of Buyer. 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 Buyers duly authorized officer, certifying as to (i) Buyers acknowledgement and agreement to the acknowledgements, disclaimers and releases set forth in Section 4.6, (ii) compliance with the conditions set forth in Section 7.3(a) and (iii) the incumbency and specimen signature of each officer of Buyer executing this Agreement and the other Transaction Documents to which Buyer is or is intended to be a party. 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 party. Assignment and Bill of Sale. Sellers and Buyer shall execute and deliver counterparts of the Assignment and Bill of Sale. The Assignment and Bill of Sale, when delivered at the Alaska Interests Closing, shall be effective as of the Effective Time, be without warranty of any kind (e.g., title, fitness, condition), and shall restate (or incorporate by reference) the indemnities, releases and waivers contained in this Agreement.

(b)

(c)

(i) Exhibit A to this Agreement states Sellers interest in the Alaska Interests, to the best of Sellers knowledge and belief. The Assignment and Bill of Sale shall not, however, state or warrant the interests in the Alaska Interests assigned to Buyer. (ii) The Parties shall execute and acknowledge any such other instruments reasonably necessary to effectuate the conveyance of the Alaska Interests to Buyer, including without limitation, separate instruments on any officially approved form for the assignment of the Leases and for each Lease, Easement, franchise, license or similar interest issued by a Governmental Entity. (d) Letters in Lieu. Sellers shall prepare and the Parties shall execute lettersin-lieu-of-transfer orders (or other instruments) to give notice of the transactions hereunder to remitters of proceeds from the sale of Oil and Gas production from the Alaska Interests. Consents. Buyer shall deliver to Sellers evidence reasonably satisfactory to Sellers that Buyer has obtained all required Consents required under Section 6.2(b) related to the sale of the Alaska Interests. Financial Security. Buyer shall deliver to Sellers evidence reasonably satisfactory to Sellers of Buyers ability to perform fully its financial

(e)

(f)

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obligations under this Agreement, including Abandonment Obligations, together with evidence reasonably satisfactory to Sellers that Buyer has otherwise satisfied all requirements of Applicable Law with respect to transfer of the Alaska Interests, including Buyers delivery to Sellers of the original counterpart of all Governmental Bonds. (g) Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Preliminary Alaska Interests Purchase Price, less the amount of the Alaska Interests Deposit (which shall be credited toward the Alaska Interests Purchase Price), by wire transfer of immediately available funds to an account or accounts specified by Sellers. Transition Services Agreement. PERL and Buyer shall execute and deliver counterparts of the Transition Services Agreement. Non-Foreign Affidavit. Each Seller shall execute and deliver to Buyer a Non-Foreign Affidavit in substantially the form attached hereto as Exhibit D. Change of Operator Documentation. Buyer shall deliver to Sellers evidence reasonably satisfactory to Sellers of the following:

(h) (i)

(j)

(i) that Buyer has complied with the requirements of all Applicable Laws relating to the transfer of operatorship of the Alaska Interests, including those regarding the assumption of responsibility for the Abandonment Obligations, and each other platform and facility that is included in the applicable Alaska Interests or located on the Property; (ii) that each appropriate bond, surety letter, letter of credit, other financial security or Required Bond has been accepted by the relevant Governmental Entities in respect of the change of operator of the Alaska Interests; and (iii) that Buyer obtained all necessary permits or transfers of permits to operate the Alaska Interests (other than the Post-Closing Approvals). (k) Other Documents. The Parties 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 assignments, deeds, assumption agreements, additional bills of sale and the like, as well as instruments necessary 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. Delivery of Possession. Sellers shall deliver possession of the Tangible Assets to Buyer at Buyers expense as soon as practicable after the Alaska Interests Closing Date.

(l)

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7.3 Sellers Conditions. The obligations of Sellers to be performed at the Alaska Interests Closing are subject to the satisfaction or waiver in writing by Sellers at or prior to the Alaska Interests Closing, of the following conditions: (a) Representations True; Performance of Obligations. All representations and warranties 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 warranties 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 performed and satisfied by it at or prior to the Alaska Interests Closing. No Pending Suits. No suit or other proceeding shall be pending or threatened before any court or Governmental 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. Governmental Bonds. Buyer shall have delivered to Sellers copies of all Governmental Bonds, together with evidence satisfactory to Sellers that all Governmental Bonds have been accepted by the applicable Governmental Entities; and Buyer shall have delivered to Sellers evidence reasonably satisfactory to Sellers that Buyer has otherwise satisfied all requirements of Applicable Law with respect to transfer of the Alaska Interests. 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. Insurance. Sellers shall have received certificates, dated as of a date no more than five days prior to the Alaska Interests Closing Date, from Buyers insurers certifying that (i) Buyer has purchased insurance (on a claims made basis) covering Buyers ownership and operation of the Tangible Assets and Property 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. Change of Operator. Buyer shall have obtained all regulatory approvals and permits and satisfied all requirements of financial security to operate the Alaska Interests (other than the Post-Closing Approvals). Additional Documents. Buyer shall have delivered or provided to Sellers all Contracts, information, approvals, documents and instruments (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.

(b)

(c)

(d)

(e)

(f)

(g)

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(h)

Bankruptcy Court Approval. The Bankruptcy Court shall have issued the Sale Order and the Sale Order shall have become final and shall not have been stayed. Actions. Buyer shall have taken all actions described in Section 7.2 as being required of Buyer.

(i)

7.4 Buyers Conditions. The obligations of Buyer to be performed 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 warranties 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 warranties were made at and as of the Closing, and Sellers shall have performed and satisfied in all material respects all obligations required by this Agreement to be performed and satisfied by them at or prior to the Alaska Interests Closing. No Pending Suits. No suit or other proceeding shall be pending or threatened before any court or Governmental 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. Bankruptcy Court Approval. The Bankruptcy Court shall have issued the Sale Order and the Sale Order shall have become final and shall not have been stayed. Actions. Sellers shall have taken all actions described in Section 7.2 as being required of Sellers. ARTICLE 8 [RESERVED] (a) [RESERVED] ARTICLE 9 TERMINATION 9.1 Events of Termination. This Agreement may be terminated at any time prior to the Alaska Interests Closing: (a) (b) as provided in Section 3.3(d); by mutual written consent of Buyer and Sellers;

(b)

(c)

(d)

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(c) (d)

by Sellers, if the Alaska Interests Closing has not occurred on or before August 4, 2009 through no fault of Buyer; by Sellers, if the Alaska Interests Closing has not occurred on or before August 4, 2009 due, in whole or in part, to Buyers failure to perform any covenant or obligation contained in this Agreement that is required to be performed by such date (including Buyers failure to obtain any Consents that are the responsibility of Buyer); by either Sellers or Buyer, if the Bankruptcy Court does not enter the Sale Procedures Order and the Sale Order on or before September 10, 2009; or by Sellers, with written notice to Buyer if there is a material violation or breach by Buyer of any covenant, representation, warranty 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. by Buyer, with written notice to Sellers if there is a material violation or breach by Sellers of any covenant, representation, warranty or obligation contained in this Agreement and such violation or breach has not been waived by Buyer or cured by Seller within seven days after receipt of written notice thereof from Buyer.

(e) (f)

(g)

9.2

Liability; Alaska Interests Deposit. (i) If this Agreement is terminated pursuant to Section 9.1(a), 9.1(b), 9.1(c) or 9.1(e), or 9.1(g) such termination shall be without liability to any Party and Sellers shall refund the Alaska Interests Deposit to Buyer within three Business Days of the date of such termination. (ii) If this Agreement is terminated pursuant to Section 9.1(d), or 9.1(f), Buyer shall forfeit the Alaska Interests Deposit, which shall be retained by Sellers as liquidated damages, and such termination shall otherwise be without liability to any Party.

9.3 Survival of Confidentiality. Notwithstanding the termination of this Agreement or any other provision of this Agreement to the contrary, the terms of any confidentiality provisions contained in the Site Visit Indemnity Agreement and 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:

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10.1 Filing and Recording. Sellers will decide which Party will file or record the conveyance documents in the appropriate governmental records. The recording Party will provide either the original or photocopies of the filed or recorded document, including the recording data, as agreed to by the Parties, to the non-recording Party. 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 during regular business hours 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 a longer period if required by Applicable Law). Sellers may, during 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, execute, acknowledge and deliver in proper form any conveyance, assignment, transfer or other instrument reasonably necessary to accomplish the sale of Alaska Interests and the Stock and related obligations contemplated by this Agreement (including the correction of scriveners errors in the preparation of documents delivered at the Alaska Interests Closing). 10.4 Post-Closing Consents. (a) If Alaska Interests Closing occurs without any or all Consents (other than the Post-Closing Approvals), Buyer shall use its best efforts and proceed diligently after the Alaska Interests Closing to obtain and promptly provide evidence of such Consents to Sellers. Buyer shall also use its best efforts and proceed diligently after the Alaska Interests Closing to obtain and promptly provide evidence to Sellers of the Post-Closing Approvals. 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 portion of the Alaska Interests that requires approval for assignment.

(b)

10.5 Buyers Compliance. From and after the Alaska Interests Closing, Buyer shall comply with (a) all Applicable Laws applicable to Buyers ownership or operation of the Alaska Interests, and (b) all Related Agreements, in either case insofar as they concern or pertain to the Alaska Interests. If and when Buyer obtains Successor Operator Approval, Buyer shall comply with all Applicable Laws applicable to Buyers operatorship of the Alaska Interests.

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10.6

Allocation of Proceeds, Costs and Expenses. (a) All proceeds, receipts, reimbursements, receivables, credits and income attributable to the Alaska Interests, including all rights to production of Oil and Gas and proceeds from the sale of such production, to the extent accruing during the period prior to the Effective Time, shall be for the account of Sellers. All proceeds, receipts, reimbursements, receivables, credits and income fairly attributable to the Alaska Interests, including all rights to production of Oil and Gas and proceeds from the sale of such production, accruing during the period from and after the Effective Time, shall be for the account of Buyer. For accounts pertaining to the Alaska Interests held by Sellers in suspense or escrow at the Effective Time, Sellers will pay in full the royalty accounts, if any, that were suspended because the amount due is less than the statutory minimum for payment and, as to all other such accounts, shall retain such funds and will disburse funds from time to time after the Alaska Interests Closing upon proof satisfactory to Sellers that the money is due to the Person claiming it. Except as otherwise provided in this Agreement and subject to the Alaska Interests Purchase Price adjustments in Section 3.2 and Section 3.3, Sellers will be responsible for handling all invoices and making all payments and disbursements before the Alaska Interests Closing Date and Buyer will be responsible for handling all invoices and making all payments and disbursements on or after the Alaska Interests Closing Date.

(b)

(c)

10.7 Plugging and Abandoning Wells and Platforms; Remediation; Security for Buyers Obligations. (a) Buyer recognizes, assumes and covenants to either timely perform and accomplish properly, or cause to be timely performed and accomplished properly, in accordance with Applicable Law and the Related Agreements, all of Sellers obligations to plug, abandon, decommission, restore and remediate the Alaska Interests (including the Tangible Assets) and the Properties affected thereby, whether arising before, on or after the Effective Time, including obligations, as applicable, to:

(i) obtain plugging exceptions in operators name for each Well with a current plugging exception, or permanently plug and abandon the Well; (ii) plug, abandon, and if necessary, reabandon each Well;

(iii) remove all equipment and facilities, including flowlines, pipelines, and platforms; (iv) close all pits; and

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(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 10.7(a), Abandonment Obligations). (b) Buyer will pay all costs and expenses associated with the obligations assumed under Section 10.7(a). Subject to Section 10.7(c), at the Alaska Interests Closing Buyer shall (i) deliver to Sellers satisfactory documentation that Buyer has secured all necessary bonds required by any Governmental Entity or Third Party in order to own and, where applicable, operate the Assets, and evidence that Buyer has obtained an appropriate release or assumption agreement from each obligee of the performance bonds identified on Schedule 3 in order that Sellers shall have no further obligations under such performance bonds subsequent to the Alaska Interests. As of the Execution Date, the DNR has stated that the trust account for the Redoubt Unit will be $12,000,000. PERL has established an Escrow Agreement for Abandonment Liabilities for Redoubt Unit (Escrow Agreement) in favor of DNR into which PERL has deposited the sum of approximately $6,800,000. The terms of the Escrow Agreement between PERL and DNR anticipates that such Escrow Agreement shall be fully funded by March 1, 2010. Notwithstanding the Escrow Agreement, Buyer agrees to assume the Abandonment Obligations and shall secure all of Buyers post-Closing plugging and abandonment and surface restoration obligations pertaining to the Redoubt Unit, providing for such terms by fully funding the existing escrow or by replacing such funds with a bond issued by an approved surety as is acceptable to Sellers and DNR in their reasonable discretion. Buyer shall maintain accurate records of its actual expenditures incurred in performing the Abandonment Obligations, and shall promptly deliver to Sellers reasonably detailed reports of such expenditures certified by an independent accounting firm promptly after the end of each calendar year in which Abandonment Obligations are performed. For purposes of this Agreement, any expenditures for an Abandonment Obligation completion of which requires approval from a Governmental Entity or Third Party shall not be deemed expended until the calendar year in which such approval is obtained. Sellers or their authorized representatives may audit Buyers records for the purpose of verifying the actual expenditures incurred in performing the Abandonment Obligations. Any disputes concerning the amount of such expenditures or their attribution to performance of Abandonment Obligations shall be submitted to the Bankruptcy Court for resolution.

(c)

(d)

10.8 Preliminary Settlement Statement. Sellers will prepare, in accordance with this Agreement, a statement (Preliminary Settlement Statement), and deliver a copy to Buyer no later than three Business Days prior to the Alaska Interests Closing Date, setting forth each

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adjustment to the Alaska Interests Purchase Price they anticipate to be appropriate as of the Alaska Interests Closing Date to determine the Preliminary Alaska Interests Purchase Price and showing the calculation of such adjustments in accordance with Article 3. Buyer will have one Business Day after receipt of the Preliminary Settlement Statement to review such statement and to provide written notice to Sellers of Buyers objection, if any, to any item on the Preliminary Settlement Statement. Buyers notice will clearly identify the item(s) objected to and the reasons and support for the objection(s). The Parties shall attempt to agree on the amount of the Preliminary Alaska Interests Purchase Price to be paid at the Alaska Interests Closing no later than one Business Day prior to the Alaska Interests Closing. If the Parties do not agree by that date, the arithmetic average of Sellers and Buyers respective good faith estimates shall be used to determine the adjustments to the Preliminary Alaska Interests Purchase Price. If Buyer does not provide written objection(s) within the one Business Day period, the Parties will treat the Preliminary Settlement Statement as correct for purposes of determining the Preliminary Alaska Interests Purchase Price. 10.9 Final Settlement Statement. (a) Determination of Final Alaska Interests Purchase Price. After the Alaska Interests Closing, Sellers will 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 forth its determination of each adjustment to the Alaska Interests Purchase Price but excluding any amounts paid by the Parties under Section 10.10 and Section 10.11, and showing the calculation of such adjustments in accordance with Article 3. Buyer will have five days after receipt of the Final Settlement Statement to review such statement and to provide written notice to Sellers of Buyers objection to any item on the statement. Buyers 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 Parties will treat the Final Settlement Statement as correct and the Final Alaska Interests Purchase Price will not be subject to further adjustment. If Buyer provides written 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 will meet to negotiate and resolve the objections within three days of Sellers receipt of Buyers objections. If the Parties agree on all objections, the Parties will treat the adjusted Final Settlement Statement as agreed upon by the Parties as correct and the Final Alaska Interests Purchase Price will not be subject to further adjustment. Any items not agreed to at the end of such three-day period may, upon either Sellers or Buyers written request, be submitted to the Bankruptcy Court for resolution. Payment of Final Alaska Interests Purchase Price. If the Final Alaska Interests Purchase Price is more than the Preliminary Alaska Interests Purchase Price, Buyer will pay such difference to Sellers via wire transfer to an account or accounts specified by Sellers, in immediately available

(b)

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funds, within two Business Days after the Final Settlement Statement has been agreed to by the Parties or determined by the Bankruptcy Court, as applicable. If the Final Alaska Interests Purchase Price is less than the Preliminary Alaska Interests Purchase Price, Sellers will 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 Parties or as determined by the Bankruptcy Court, as applicable. 10.10 Post-Closing 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 Preliminary 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, Sellers shall pay to Buyer any and all amounts received after the Alaska Interests Closing by Sellers (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the ownership of the Alaska Interests on or after the Effective Time. The Party responsible for a payment required under this Section 10.10 shall pay the Party entitled to receive payment within ten Business Days after the end of the month in which such amounts were received by the Party responsible for payment and no further adjustments shall be made with respect to such amounts in the Final Settlement Statement. 10.11 Post-Closing 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 during the 30-day period immediately following the Alaska Interests Closing Date (to the extent not accounted for in the Preliminary 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 Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the ownership of the Alaska Interests on or after the Effective Time. The Party responsible for a payment required under this Section 10.11 shall pay the Party entitled to receive payment within ten Business Days after the end of the month in which such amounts were received by the Party responsible for payment and no further adjustments shall be made with respect to such amounts in the Final Settlement Statement. 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 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 on or after 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

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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 concerning the Alaska Interests or Properties against any Third Party (to the extent such Claims, accounts receivable and rights would not be a recoupment or setoff against any Assumed Liability), which Claims, accounts receivable or rights accrue before the Effective Time (including those against overriding royalty owners, royalty owners, working-interest owners, and Oil or Gas purchasers), whether discovered before or after the Alaska Interests Closing. ARTICLE 11 TAXES, COSTS, AND FEES 11.1 Property Taxes. Property Taxes will be apportioned between Sellers and Buyer as of the Alaska Interests Closing Date. Whether the Alaska Interests are valued based on the previous years production or any other basis, Buyer is obligated to pay the current years 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 Alaska Interests Closing Date occurs or, if that assessment is not known, then the basis of the apportionment will be the assessment for the previous tax year. Buyer will be responsible for all Property Taxes and interest that are applied to the Alaska Interests retroactively after the Alaska Interests Closing Date. 11.2 Production Taxes. All Production Taxes attributable to the Alaska Interests will be apportioned between the Parties as of the Alaska Interests Closing Date. Sellers will be responsible for paying or withholding all Production Taxes that have accrued before the Alaska Interests Closing Date and for filing 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 Alaska Interests Closing Date; for filing all statements, returns, 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 Alaska Interests Closing Date. Buyer will pay all state and local taxes, including penalty and interest, if any, assessed after the Alaska Interests Closing Date against any Party attributable to periods after the Alaska Interests Closing Date with respect to this transaction or, if paid by Sellers, Buyer will promptly reimburse Sellers for amounts paid if related 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 Sellers income), and fees prior to the Alaska Interests Closing Date. Buyer will pay all state and local taxes, including penalty and interest, if any, assessed after the Alaska Interests Closing Date against any Party attributable to periods prior to the Alaska Interests Closing Date with respect to this transaction or, if paid by Buyer, Sellers will promptly reimburse Buyer for

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amounts paid if related to the period prior to the Effective Time. Buyer will pay all documentary stamp taxes and documentary transfer 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 be conducted under, subject and pursuant to the terms of the Transition Services Agreement. On the Transition Termination Date, operation of the Alaska Interests will be turned over to, and become the responsibility of, Buyer. 12.2 Removal of Signs. 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 Transition Termination Date, 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 Transition Termination Date, whichever occurs first, (b) install signs complying with 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 Property, or to confirm that Buyer has done so. If Sellers remove signs because Buyer has not done so, Sellers will charge its costs to Buyer, and Buyer will pay Sellers invoice within 15 days after receipt. 12.3 Risk of Loss. Unless this Agreement is terminated, the risk of loss 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 will 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 within ten days after the Execution Date (the Prospective Employees). Buyers offers of employment to the selected Prospective Employees shall be made in writing and shall be made during a Hiring Period beginning on the date of this Agreement and ending on the 30th day prior to the Transition Termination Date. Such offers may impose a ten-day deadline for response, so long as the deadline for response is within the Hiring Period. The date as of which employment with Buyer is to begin in accordance with all such offers shall be the day -42-

after the Transition Termination Date. 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 Buyers employment offers and become employees of Buyer on day after the Transition Termination 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 this Agreement shall affect Buyers 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 PERLs 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. At least five days prior to the Transition Termination Date, Buyer shall notify Sellers in writing as to the list of Affected Employees.

(c)

13.2 WARN Act Indemnification. Buyer shall indemnify Sellers and each of their Affiliates against all liabilities arising out of the notification or other requirements of the Worker Adjustment and Retraining Notification Act of 1988, as amended (WARN Act) and each comparable law of any state, with respect to the Affected Employees. Sellers shall cooperate with Buyers in taking all actions necessary prior to or following the Alaska Interests Closing Date to comply with the provisions of the WARN Act. 13.3 General Employee Provisions. (a) If any of the arrangements described in this Article 13 are determined by the U.S. Internal Revenue Service or other applicable Governmental Entity, or by a court of competent jurisdiction, to be prohibited by Applicable Law, Sellers and Buyer shall modify such arrangements to as closely as possible retain the intent and economic benefits and burdens of the parties as reflected herein in a manner which is not prohibited by Applicable Law. 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 Article 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 Affiliates as of the Alaska Interests Closing Date.

(b)

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(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 BUYERS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE; BUYERS OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION 14.1 Buyers Release and Discharge of Sellers and their Associated Parties. Buyer releases and discharges Sellers and their Associated Parties from each Claim and Liability relating to the Alaska Interests (including the Tangible Assets), CIPL, the Stock, 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. BUYERS 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, WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR CONCURRENT. The only exception to Buyers release and discharge of Sellers and their Associated Parties is stated in Section 14.4(c), and the release and discharge are binding on Buyer and its successors and assigns. 14.2 Buyers Covenant Not to Sue Sellers or their Associated Parties. Buyer covenants not to sue Sellers or their Associated Parties with regard to any Claim or Liability relating to the Alaska Interests (including the Tangible Assets), CIPL, the Stock, 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. BUYERS 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 CONCURRENT. The only exception to Buyers covenant not to sue Sellers or their Associated Parties is stated in Section 14.4(c), and the covenant is binding on Buyer and its successors and assigns. 14.3 Buyers Obligations to Indemnify, Defend, and Hold Sellers and their Associated Parties Harmless. Buyer will indemnify, defend, and hold harmless Sellers and their Associated Parties for, and will 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 warranty made by Buyer in this Agreement, the Assignment and Bill of Sale or any other certificate or document delivered by Buyer pursuant to this Agreement;

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(b)

any breach by Buyer of any covenant or obligation of Buyer in this Agreement, the Assignment and Bill of Sale or any other certificate or document delivered by Buyer pursuant to this Agreement; and the Alaska Interests (including the Tangible Assets), CIPL, the Stock, the Properties, and the transactions contemplated hereby (including all Abandonment Obligations),

(c)

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. BUYERS 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 CONCURRENT. The only exception to Buyers obligations to indemnify, defend, and hold Sellers and their Associated Parties harmless is stated in Section 14.4(c), and the obligations are binding on Buyer and its successors and assigns. 14.4 Buyers Obligations. (a) In each instance of Buyers obligations to release, discharge, indemnify, defend, and hold Sellers and their Associated Parties harmless and its covenant not to sue Sellers or their Associated Parties, the Claims and Liabilities subject to the obligations include the following:

(i) the Alaska Interests by Sellers, PERL or their respective Associated Parties, the operation of the Tangible Assets, Alaska Interests, and the Properties by Sellers, PERL or their respective Associated Parties, and the acts or omissions of Sellers, PERL or their respective Associated Parties in connection with the Alaska Interests, CIPL, the Properties or the Related Agreements, whether arising or accruing before or after the Effective Time. (ii) the Alaska Interests by Buyer, the operation of the Alaska Interests, Tangible Assets and the Properties by Buyer or its Associated Parties, and the acts or omissions of Buyer or its Associated Parties in connection with the Alaska Interests, CIPL, the Properties or under this Agreement or the Related Agreements, whether arising or accruing before or after the Effective Time. (iii) the acts or omissions of any Third Party relating to, the Properties or the Alaska Interests. (b) Buyers obligations under this Agreement to release, discharge, indemnify, defend, and hold Sellers and their Associated Parties harmless and its covenant not to sue Sellers or their Associated Parties include Claims and Liabilities arising in any manner from the following:

(i) the review, inspection and assessment of the Alaska Interests and the Property by Buyer and its Associated Parties;

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(ii) any error in describing the Alaska Interests or the Property, or any error in the conveyance instruments; (iii) rights and obligations of the Parties or any Third Party under the Related Agreements; (iv) closing without a Consent;

(v) failure by any Third Party 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 Property Taxes or other taxes applicable to any of the Stock, CIPL, the Alaska Interests and any Property; (viii) payments or disbursements paid or payable by Sellers or Buyer to any Third Party; (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 Parties during or arising from remediation activities; (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 Stock, CIPL, the Alaska Interests or Property; and (xii) obligations to inspect or to repair or recondition any of the Alaska Interests or Property. (c) Buyers obligations to indemnify, defend, and hold Sellers and their Associated Parties harmless do not apply, however, to:

(i) Claims or Liabilities with respect to the Alaska Interests, or the Properties that result from a judgment rendered or settlement reached in a lawsuit filed 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; or (ii) Documents. Claims that Sellers breached this Agreement or the Transaction

14.5 Buyers Duty to Defend. Buyer acknowledges that its obligations to indemnify, defend, and hold Sellers and their Associated Parties harmless under this Agreement include

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obligations to pay the attorneys fees and court and other costs incurred by Sellers and their Associated Parties 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 Parties for all attorneys fees and court and other costs reasonably incurred 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 will be responsible for all aspects of defending the Claim at issue and resulting Liabilities. 14.6 Dispute Resolution. Any and all disputes between the Parties relating to, arising out of, in connection with, or attributable to this Agreement, including this Article 14, the Sale Procedures Order and/or the Sale Order, shall be submitted to the Bankruptcy Court for resolution. Any decision of the Bankruptcy Court regarding this Agreement shall be conclusive and will be binding on the Parties 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 after the Execution Date, Buyer acknowledges that its obligations to release, discharge, defend, and hold Sellers and their Associated Parties harmless and its covenant not to sue Sellers or their Associated Parties apply to matters occurring or arising before the Execution Date to the extent provided in this Agreement. 14.8 Inducement to Sellers. BUYER ACKNOWLEDGES THAT IT HAS EVALUATED ITS OBLIGATIONS UNDER THIS ARTICLE 14 BEFORE IT DETERMINED AND SUBMITTED ITS OFFER TO PURCHASE THE ALASKA INTERESTS AND THE STOCK 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 AND THE STOCK HEREUNDER. ARTICLE 15 ENVIRONMENTAL MATTERS 15.1 Buyers Acknowledgment Concerning Possible Contamination of the Tangible Assets and the Properties. Buyer is aware that the Tangible Assets and the Property have been used for exploration, development, production, processing and transportation 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 Tangible Assets or the Properties may contain asbestos, hazardous substances, or NORM. NORM may affix 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

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be strictly liable under Alaska Statute 46.03.822 for any hazardous substances that may or 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, drilling fluids, NORM, and other wastes), whether present before or after 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 necessary to satisfy all local, state, or federal requirements in effect at that time and necessary to restore the Alaska Interests, Properties or Tangible Assets. ARTICLE 16 REPRESENTATIONS AND WARRANTIES 16.1 follows: Representations by Sellers. Each Seller represents and warrants to Buyer as (a) Subject to approval of the Bankruptcy Court and to the Sale Order, this Agreement and the Transaction Documents to which Sellers are parties have been duly authorized, executed and delivered by Sellers, This Agreement constitutes, and the Transaction Documents to which Seller is a party, when executed and delivered by Seller will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the general principles of equity and all orders entered or to be entered in the Bankruptcy Case and any related proceedings. Representations by Buyer. Buyer represents and warrants to Sellers as

(b)

16.2 follows:

16.2 (a) Existence. Buyer is a Alaska limited liability company duly organized, validly existing and in good standing under the Applicable Laws of the State of Alaska. (b) Power, Authorization, Execution. Buyer has all requisite power and authority to execute, deliver, and perform this Agreement and the Transaction Documents

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to which it is a party 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 party have been duly authorized by all requisite parties, and this Agreement and the Transaction Documents to which it is a party 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 Governmental Authorities to own and operate the Alaska Interests and has, and shall maintain, all necessary bonds, permits and other authorizations required by any Governmental 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) Enforceability. This Agreement constitutes, and the Transaction Documents to which it is a party, when executed and delivered by Buyer will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be subject to (i) bankruptcy, 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 of whether enforceability is considered in a proceeding in equity or at law). (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 Buyer of the terms hereof and thereof do not conflict with or result in a violation of: (i) the Organizational Documents of Buyer, or

(ii) any material agreement, instrument, order, writ, judgment, or decree to which Buyer is a party or is subject. (f) Brokers. Neither Buyer nor any Affiliate of Buyer has incurred any liability, contingent or otherwise, for brokers fees, finders fees, agents 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 Parties from, and shall fully protect, indemnify, and defend Sellers and their Associated Parties and hold them harmless 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 Affiliate of Buyer. (g) Investigation. Buyer, for itself and on behalf of its Affiliates, investors, shareholders, directors and officers, represents and warrants 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, the Alaska Interests and the Properties, sufficient to enable Buyer to evaluate the merits and risks of its acquisition of the Alaska Interests and the Properties. Buyer has had the

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opportunity to ask questions and receive answers relating to the Alaska Interests and the Propert. In making its decision to enter into this Agreement and to consummate 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 Stock, 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 WARRANTIES (OTHER THAN THOSE EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT), WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE ALASKA INTERESTS AND THE PROPERTIES. (h) Investment Matters. Buyer: (i)is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act; (ii) is acquiring the Alaska Interests for its own benefit and account and not with a view toward any sale or distribution thereof, nor with any present intention of making a distribution of any fractional undivided interests within the meaning of the Securities Act or any applicable state blue sky laws or other applicable securities laws; and (iii) has received and thoroughly read this Agreement, including all schedules and exhibits hereto. Buyer has had an opportunity to discuss this Agreement and the disclosures herein with its legal counsel. Buyer acknowledges that it has had the opportunity to ask questions of Sellers and their Associated Parties and that Buyer has received satisfactory answers respecting, and has obtained such additional information as Buyer has desired in connection with, the transactions contemplated by this Agreement. (i) Funds Available. Buyer has sufficient funds to enable it to: (i) pay the Alaska Interests Purchase Price; and (ii) post all bonds and deposits required by the transactions contemplated by this Agreement, including all Governmental Bonds. (j) Bankruptcy. There are no bankruptcy, reorganization or arrangement proceedings pending against, contemplated by, or to the knowledge of Buyer, threatened against Buyer.

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(k)

Securities Matters. (i) Buyer acknowledges that the Alaska Interests have not been registered under the Securities Act or any other securities laws and may be sold, assigned, pledged or otherwise disposed of in the absence of such registration only pursuant to an exemption from such registration and in accordance with this Agreement. (ii) Buyer intends to acquire the Alaska Interests for its own benefit and account and is not acquiring the Alaska Interests with the intent of distributing fractional undivided interests in them or otherwise selling them in a manner that would be subject to regulation by federal or state securities laws. If Buyer sells, transfers, or otherwise disposes of the Alaska Interests, or fractional undivided interests in them in the future, it will do so in compliance with Applicable Laws. (iii) Buyer has at no time been presented with or solicited by or through any public promotion or other form of advertising in connection with this transaction.

(l)

Basis of Buyers 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 Property 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. (m) Material Factor. Buyer acknowledges that its representations and warranties contained in this Agreement are a material inducement to Sellers to enter into this Agreement with Buyer, and to close the transactions contemplated hereunder.

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ARTICLE 17 COMMUNICATIONS Unless otherwise provided in this Agreement, any notice, request, instruction, correspondence or other document to be given hereunder by either Party 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 return 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 Rutan & Tucker, LLP Attn: Gregg Amber 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Telephone: (714) 641-5100 Facsimile: (714) 546-9035 Pachulski Stang Ziehl & Jones LLP Attn: Ira D. Kharasch 10100 Santa Monica Blvd., 11th Floor Los Angeles, California 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 New Alaska Energy, LLC c/o Bob Gross 1150 South Colony Way, Suite 333, Palmer, Alaska 99645 Telephone: 907-746-4796 Facsimile: 907-746-4798 Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by telecopier shall be effective upon actual receipt if received during the recipients normal business hours, or at the beginning of the recipients next business day after receipt if not received during the recipients normal business hours. Any Party may change any address to which notice is to be given to it by giving Notice as provided above of such change of address.

with a copy to:

and to:

If to Buyer:

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ARTICLE 18 MISCELLANEOUS 18.1 Entire Agreement. This Agreement, the Transition Services Agreement, the Confidentiality Agreement, the Site Visit Indemnity Agreement and the other documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and the schedules hereto (collectively, the Transaction Documents), (a) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof except for the Confidentiality Agreement and Site Visit Indemnity Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the 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 Party agrees that (i) the other Party (including its agents and representatives) has made no other representation, warranty, covenant or agreement to or with such Party relating to the transactions contemplated hereby other than those expressly set forth in the Transaction Documents, and (ii) such Party 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. 18.2 Successors and Assigns; Amendment; Survival. This Agreement is binding on and inures to the benefit of the Parties and their respective successors, heirs, representatives, and assigns and may be supplemented, altered, amended, modified, or revoked only in writing signed by both Parties. Neither the assignment of this Agreement nor of any Alaska Interests, or any part 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 warranties, and indemnities made by each Party contained in this Agreement shall survive the Alaska Interests. 18.3 Exclusive Remedy. If the Alaska Interests Closing occurs, the express indemnities set forth in this Agreement shall be the exclusive remedies for the Parties for the breach of any representation, warranty or covenant set forth 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 securities Laws and Claims available at common law, in equity or by statute. 18.4 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. 18.5 Assignment. Neither this 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 assignment or delegation is null and void; provided, however, that Buyer may assign this Agreement to a wholly-owned subsidiary so long as Buyer remains primarily liable for any and all obligations of Buyer hereunder.

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18.6 No Admissions. To the fullest extent permitted by Applicable Laws, including Federal Rule of Civil Procedure Rule 408, 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 of law, rule, regulation, or policy, by either Seller or Buyer or their respective Associated Parties or (b) any rights, claims or positions asserted by any Third Party. 18.7 No Third Party Beneficiaries. The only third party beneficiaries of this Agreement are the Associated Parties of Sellers and solely respect to Article 14. Except as set forth in the immediately preceding sentence, there are no Third Party beneficiaries of this Agreement. 18.8 Public Communications. Unless provided otherwise in this Agreement, no Party 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 Parties prior written consent, which consent shall not be unreasonably withheld; provided, however, that, upon giving the other Parties at least 24-hours advance notice, any Party (or an Affiliate of such Party) 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 Party or any Affiliate of such Party. 18.9 Headings 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 Severability. The provisions of this Agreement are severable at Sellers option. If a court of competent jurisdiction finds any part 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 counterparts, 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 against the Drafter. Each Party acknowledges that it has read this Agreement, has had opportunity to review it with an attorney of its choice, and has agreed to all of its terms. Under these circumstances, the Parties 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 Party of any part 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.

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18.15 Expenses. Except as otherwise expressly provided herein, all expenses incurred by each Party in connection with the transaction contemplated herein, including, without limitation, attorneys fees, are for the account of the Party incurring the same, and the Party incurring such expenses shall defend, indemnify, and hold harmless the other Party from and against such expenses. 18.16 Time of Essence. Time is of the essence in the performance of this Agreement. 18.17 No Partnership. Nothing contained in this Agreement shall be deemed to create a joint venture, partnership, tax partnership, or agency relationship between the Parties. 18.18 Foreign Trade Law Compliance. Both Parties 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 Parties further agree to fully cooperate in complying with such Applicable Laws and in assisting the other Party 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 license(s) have been obtained. Buyer shall notify Sellers of any request of a United States Governmental 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 Government 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 warranties 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 contrary to such Applicable Laws or regulations. 18.19 Rules of Construction. For purposes 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 Party includes its successors and permitted 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 particular provision of this Agreement; and (ix) any reference to dollars shall be a reference to U.S. dollars.

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(b)

References in this Agreement to Articles, Parts, Sections, or other subdivisions are, unless otherwise specified, to corresponding Articles, Parts, Sections, or other subdivisions of this Agreement. Neither the captions to Articles, Parts, Sections, or other subdivisions of this Agreement (including the section headings of this Section 18.19(b)), nor the Table of Contents, shall be deemed to be a part of this Agreement or this Section 18.19(b). All Exhibits and Schedules to this Agreement are hereby incorporated by reference herein, form a part of this 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 otherwise. In the event of a conflict between (i) the provisions of this Agreement and (ii) the provisions of any other document, the provisions of this Agreement shall control and prevail as between the Parties. References herein to any agreement or other instrument shall, unless the context otherwise requires (or the definition thereof otherwise 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]

(c)

(d)

(e)

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The Parties have executed this Agreement on the date below their signatures, to be enforceable and binding as of the Execution Date.

Dated: ______________, 2009

PACIFIC ENERGY ALASKA OPERATING LLC

By: Name: Darren Katic Title: President

Dated: ______________, 2009

PACIFIC ENERGY ALASKA HOLDINGS, LLC

By: Name: Darren Katic Title: President

Dated: __ July, 12th ___, 2009

[BUYER]

By: Name: Bob Gross Title: Vice President, Operations

Dated: __July, 12th____, 2009

[BUYER]

By: Name: Richard Stryken Title: Executive Director

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Exhibit A to Purchase and Sale Agreement (Alaska) DESCRIPTION OF THE ALASKA INTERESTS

See attached.

Exhibit B to Purchase and Sale Agreement (Alaska) CERTAIN CONTRACTS COMPRISING THE ALASKA INTERESTS

See attached.

Exhibit C to Purchase and Sale Agreement (Alaska) FORM OF ASSIGNMENT AND BILL OF SALE

Not provided.

Exhibit D to Purchase and Sale Agreement (Alaska) FORM OF NON-FOREIGN AFFIDAVIT

Not provided.

Exhibit E to Purchase and Sale Agreement (Alaska)

COPY OF SITE VISIT INDEMNITY AGREEMENT

Not provided.

Exhibit F to Purchase and Sale Agreement (Alaska)

COPY OF SALE PROCEDURES ORDER

To be attached.

-2-

Exhibit G to Purchase and Sale Agreement (Alaska)

FORM OF TRANSITION SERVICES AGREEMENT See attached.

-3-

Schedule 1 to Purchase and Sale Agreement (Alaska) CERTAIN CONSENTS [TO BE PREPARED WHEN SCOPE OF ASSETS TO BE PURCHASED IS DETERMINED]

Schedule 2 to Purchase and Sale Agreement (Alaska)

CERTAIN EXCLUDED ITEMS [TO BE PREPARED WHEN SCOPE OF ASSETS TO BE PURCHASED IS DETERMINED]

Schedule 3 to Purchase and Sale Agreement (Alaska)

PERFORMANCE BONDS [TO BE PREPARED WHEN SCOPE OF ASSETS TO BE PURCHASED IS DETERMINED] Schedule 4 to Purchase and Sale Agreement (Alaska)

PERMITTED ENCUMBRANCES [TO BE PREPARED WHEN SCOPE OF ASSETS TO BE PURCHASED IS DETERMINED]

-4-

Schedule 5 To Purchase and Sale Agreement (Alaska) RELATED AGREEMENTS [TO BE PREPARED BY SELLER AND BUYER]

Schedule 6 To Purchase and Sale Agreement (Alaska) PERL AFFILIATES AGREEMENTS [TO BE PREPARED BY SELLER AND BUYER]

-5-

Exhibit B Part 2

PACIFIC ENERGY RESOURCES LTD. GROUP I ASSETS

Lease/Lessor Original Lessee [interest delineated in description assigned to PERL] Ralph H. Cottis Lease Date Property Description

Bureau of Land Management BLM A 035017

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: Fractional SW/4 SW/4 Section 27: 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 containing 857 acres, more or less. [ConocoPhillips 40% operating rights in deep rights below 9400 West Foreland No 1 well]

Lease/Lessor MMS Oil and Gas Lease OCS-Y-01665

Lessee

Lease Date

Property Description

Forcenergy Inc.

8/1/1997

1.0000% Overriding Royalty Interest COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act from the United States Department 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 Official Protraction Diagram NO 0502, 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 portion of Block 6213, OCS Official Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal 8(g) Area C on Supplemental Official OCS Block Diagram dated February 3, 1994, containing 259,420981 hectares. 1.0000% Overriding Royalty Interest COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act from the United States Department 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 0502, Seldovia, approved January 4, 1995, shown as Federal 8(g) Area B on Supplemental Official OCS Block Diagram dated January 03, 1994, containing

MMS Oil and Gas Lease OCS-Y-01664

Forcenergy Inc.

8/1/1997

2 of 43

Lease/Lessor

Lessee

Lease Date

Property Description 2,084.249688 hectares; and That portion of Block 6114, OCS Official Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal 8(g) Area B on the Supplemental Official 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

0.93750% Overriding Royalty Interest Cosmopolitan Unit, Tract 4 T. 3 S., R. 15W., Seward Meridian, Alaska Section 22: Protracted, All, 640 Acres; Section 23: Protracted, All, 640 Acres; Section 26: 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. 0.93750% Overriding Royalty Interest Cosmopolitan Unit, Tract 3 T. 3 S., R. 15W., Seward Meridian, Alaska Section 20: Protracted, All, within the computed Alaska seaward boundary, listed as state acreage on Alaskas 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

State of Alaska ADL 384403

Stewart Petroleum Company

1/1/1995

3 of 43

Lease/Lessor

Lessee

Lease Date

Property Description computed Alaska seaward boundary, listed as state acreage on Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 4, 1993, 535.69 acres Section 33: Protracted, W/2, 320.00 acres; containing 2,758.69 acres, more or less 0.918750% Overriding Royalty Interest Cosmopolitan Unit, Tract 7 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 18790

Superior Oil company

9/1/1962

4 of 43

Lease/Lessor State of Alaska ADL 387102

Lessee Arco Alaska Inc.

Lease Date 2/1/1996

Property Description 0.937500% 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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 4, 1993, 2.50 acres; Containing 1,109.14 acres, more or less Overriding Royalty Interest 1.0000% 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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 9, 1993, 52.73 acres;

State of Alaska ADL 389230

Arco Alaska Inc.

2/1/2000

5 of 43

Lease/Lessor

Lessee

Lease Date

Property Description Section 7: Protracted, All tide and submerged land within the computed seaward boundary, listed as state acreage on Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 9, 1993, 530.49 acres; containing 4,035.72 acres, more or less 1.0000% Overriding Royalty Interest Cosmopolitan Unit, Tract 8 (Partial) T. 4 S., R. 15 W., Seward Meridian, Alaska Section 19: Protracted, N/2. 311.00 acres. containing 311.00 acres, more or less 1.0000% Overriding Royalty Interest Cosmopolitan Unit, Tract 9 T. 4 S., R. 16 W., Seward Meridian, Alaska Section 13: Protracted, All, as listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 16.68 acres; Section 24: Protracted. N/2, as listed as

State of Alaska ADL 389525

Phillips Alaska, Inc.

5/1/2001

State of Alaska ADL 389526

Phillips Alaska, Inc.

5/1/2001

6 of 43

Lease/Lessor

Lessee

Lease Date

Property Description state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 84.02 acres; Containing 100.70 acres, more or less 1.0000% Overriding Royalty Interest COSMOPOLITAN: T. 4 S., R. 15 W. Seward Meridian, Alaska Section 19: Protracted, S/2. 311.00 acres; Section 20: Protracted, All, 640.00 acres; Section 21: Protracted, All, 640.00 acres; Section 28: Unsurveyed, All tide and submerged lands, 637.31 acres; Section 28: Surveyed, Fractional, Lot 1, 2.69 acres; Section 29: Protracted, All, 640.00 acres; Section 30: Protracted, All, 624.00 acres; Section 31: Protracted, All, 619.00 acres; Section 32: Protracted, All, 640.00 acres; Section 33: Unsurveyed, All tide and submerged lands, 492.02 acres; Section 33: Unsurveyed, Fractions, Lots 1 and 2, 32.06 acres containing 5,278.08 acres, more or less. 1.0000% Overriding Royalty Interest COSMOPOLITAN: T. 4 S., R. 16 W. Seward Meridian, Alaska Section 24: Protracted, S/2. As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 169.97 acres; Section 25: Protracted, All, As listed as state acreage on Alaskas seaward

State of Alaska ADL 390308

Phillips Alaska

5/1/2001

State of Alaska ADL 390309

Phillips Alaska, Inc.

5/1/2001

7 of 43

Lease/Lessor

Lessee

Lease Date

Property Description boundary diagram approved by the state on February 2, 1993, 270.70 acres; Section 35: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 28.64 acres; Section 36: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 631.16 acres; containing 1,100.47 acres, more or less. 100% Working Interest Redoubt Unit Tract 2 T. 7 N., R. 13 W., Seward Meridian, Alaska Section 19: Section 20: Section 21: Section 28: Section 29: Section 30: Section 31: Section 32: Section 33: Protracted, All, 615 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted ,All, 617 acres; Protracted, All, 619 acres; Protracted, All, 640 acres; Protracted, All, 640 acres;

State of Alaska ADL 374002

Danco/Alask a Partnership Ltd.

4/1/1991

State of Alaska ADL 381203

Danco/Alask a Partnership Ltd.

12/1/1994

containing 5,691 acres, more or less. 100% Working Interest Redoubt Unit Tract 3 T. 7 N., R. 14 W., Seward Meridian, Alaska Section 13: Protracted, All, 640 acres;

8 of 43

Lease/Lessor

Lessee

Lease Date

Property Description Section 14: Section 23: Section 24: Section 25: Section 26: Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres;

State of Alaska ADL 378114

Danco/Alask a Partnership Ltd.

12/1/1994

containing 3,840 acres, more or less. 100% Working Interest Redoubt Unit Tract 1 T. 7 N., R. 13 W., Seward Meridian, Alaska Section 4: Protracted, All, 640 acres; Section 5: Protracted, All, 640 acres; Section 6: Protracted, All, 610 acres; Section 7: Protracted, All, 612 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, 613 acres; containing 5,675 acres, more or less. 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

State of Alaska ADL 390368

Forest Oil Company

10/1/2003

9 of 43

Lease/Lessor

Lessee

Lease Date

Property Description 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. 30% & 70% Working Interest Three Mile Creek Unit Tract 4 T. 13 N., R. 11 W., Seward Meridian, Alaska, Tract A Segment 1: As to a 30% working interest in 2,800.00 acres, more or less, and described as follows: Section 22: Unsurveyed, SE/4; 160 acres; Section 23: Unsurveyed, SW/4; 160 acres; Section 26: Unsurveyed, All; 640 acres; Section 27: Unsurveyed, E/2, SW/4; E/2 NW/4; 540 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 acres; Section 23: Unsurveyed, NW/4; 160.00 acres; Segment 3: As to a 70% working interest in 160.00 acres, more or less, and described

State of Alaska ADL 388233

Anadarko Petroleum Corporation and Arco Alaska, inc.

2/1/1997

10 of 43

Lease/Lessor

Lessee

Lease Date

Property Description 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 McArthur River Unit, Tract 1 T. 8 N., R. 14 W., Seward Meridian, Alaska Section 3: Protracted, All; 640.00 acres; 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 100% Working Interest West McArthur River Unit, Tract 2

State of Alaska ADL 359112

Richard E. Wagner

12/1/1983

11 of 43

Lease/Lessor

Lessee

Lease Date

Property Description 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 100% Interest in Exploration License
Southern Susitna Basin Exploration 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; 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. 19 N., R. 10 W., 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. 0106ions 1-36, All; T. 20 N., R. 8 W., S.M.

State of Alaska ADL 390078 EXPLORATION LICENSE

Forest Oil Corporation

11/1/2003

12 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
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; 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;

13 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
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 471,474.23 100% 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. 100% Working Interest

State of Alaska ADL 390578

Forest Oil Corporation

6/1/2005

State of Alaska ADL 390585

Forest Oil Corporation

100% Working Interest North Alexander Prospect Tract CI2004-642 T. 15 N., R. 8 W., Tract A, Seward Meridian, Alaska. 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;

14 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
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. 50% Working Interest Raptor Prospect T. 9 N., R. 12 W., Seward Meridian, Alaska. Sec. 17: All; 640 Acres; Sec. 18: All; 634 Acres; Sec. 19: N1/2, SW1/4SW1/4, N1/2SW1/4, SE1/4SE1/4, N1/2SE1/4 556.5 Acres; Sec. 20: All; 640 Acres. 100% Working Interest Raptor Prospect 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 50% Working Interest Raptor Prospect 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;

State of Alaska ADL 17595

Pan American Petroleum Corp.

2/1/1962

State of Alaska ADL 390370

Forest Oil Corporation

10/1/2003

State of Alaska ADL 390379

Forest Oil Corporation

10/1/2003

15 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
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 Corporation

6/1/2005

100% Working Interest Tutna Prospect 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. 100% Working Interest Tutna Prospect Tract CI2004-374 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;

State of Alaska ADL 390556

Forest Oil Corporation

6/1/2005

16 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
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 100% Working Interest Tutna Prospect 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 390557

Forest Oil Corporation

6/1/2005

State of Alaska ADL 391108

Forest Oil Corporation

10/01/2007

100% Working Interest Raptor Prospect 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;

17 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
This Tract (CI2006-285) contains 2,542.00 acres, more or less.

ADL 391224

Forest Oil Corporation

10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 01 T. 5 N., R. 1 W., Copper River Meridian, Alaska. Section 19, Surveyed, Lots 1 thru 4, NE1/4, W1/2SE1/4, E1/2W1/2, 555.37 acres; Section 20, Surveyed, N1/2N1/2, N1/2SW1/4NE1/4, SW1/4SW1/4NE1/4, N1/2SE1/4SW1/4NE1/4, SW1/4SE1/4SW1/4NE1/4, N1/2NE1/4SE1/4NE1/4, NW1/4SE1/4NE1/4, NW1/4SW1/4SE1/4NE1/4, N1/2NW1/4NW1/4SE1/4, NW1/4SE1/4NE1/4SW1/4, SW1/4NE1/4SW1/4, N1/2NE1/4SW1/4, S1/2NW1/4, 332.50 acres; Section 29, Surveyed, SW1/4, W1/2W1/2SW1/4NW1/4, W1/2NW1/4NW1/4, 190.00 acres; Section 30, Surveyed, All, 637.23 acres; Section 31, Surveyed, All, 639.11 acres;

18 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
Special Surveys U. S. Survey 10678 within Section 17, 160.00 acres; This Tract (01) contains 2,514.21 acres, more or less.

ADL 391225

Forest Oil Corporation

10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 02 T. 4 N., R. 1 W., Copper River Meridian, Alaska. Section 5, Surveyed, All, 638.56 acres; Section 6, Surveyed, All, 599.99 acres; Section 7, Surveyed, Lots 14, 24, 25, 28, 29, 30, 33, 34, 35, 38, 40, and 43, ASLS 79-144, Lots 1 thru 21, 327.63 acres; Section 8, Surveyed, N1/2, 320.00 acres; Section 17, Surveyed, ASLS 79-144, Lots 22 thru 48, 479.81 acres; Section 18, Surveyed, Lots 5 thru 44, and ASLS No. 79-13, Tracts A thru H, J, K, L, N, P, R, S, T,U, 544.02 acres;

19 of 43

Lease/Lessor

Lessee

Lease Date

Property Description

This Tract (02) contains 2,910.01 acres, more or less.

ADL 391226 Forest Oil Corporation 10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 03 T. 4 N., R. 2 W., Copper River Meridian, Alaska. Section 4, Surveyed, All, 631.49 acres; Section 5, Surveyed, All, 628.83 acres; Section 6, Surveyed, All, 582.81 acres;

This Tract (03) contains 1,843.13 acres, more or less.

ADL 391227 Forest Oil Corporation 10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 04

20 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
T. 3 N., R. 3 W., Copper River Meridian, Alaska. Section 5, Surveyed, The bed of the Tazlina River, 39.48 acres; Section 6, Surveyed, The bed of the Tazlina River, 52.56 acres; T. 4 N., R. 3 W., Copper River Meridian, Alaska. Section 32, Surveyed, The bed of the Tazlina River, 19.26 acres; Section 33, Surveyed, The bed of the Tazlina River, 73.99 acres;

This Tract (04) contains 185.29 acres, more or less.

ADL 391228 Forest Oil Corporation 10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 05 T. 4 N., R. 4 W., Tract B, Copper River Meridian, Alaska. Section 10, Unsurveyed, All, including the bed of Mud Lake, 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, including the bed

21 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
of Mud Lake, 640.00 acres; Section 15, Unsurveyed, All, including the bed of Mud Lake, 640.00 acres;

This Tract (05) contains 3,840.00 acres, more or less.

ADL 391229 Forest Oil Corporation 10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 06 T. 4 N., R. 4 W., Tract A, Copper River Meridian, Alaska. Section 22, Unsurveyed, All, 640.00 acres; Section 23, Unsurveyed, All, 640.00 acres; Section 24, Unsurveyed, All, excluding Lot 2 of U.S. Survey 5503 and Lot 1 of U.S. Survey 5644, 490.71 acres; Section 25, Unsurveyed, All, excluding Lot 1 of U.S. Survey 5503 and Lot 2 of U.S. Survey 5644, 632.34 acres; Section 26, Unsurveyed, All, excluding that portion Lot 3 of U.S. Survey 5503, 638.18 acres; Section 27, Unsurveyed, All, including the bed of Plumb Bob Lake and excluding that portion of Lot 3 of U.S. Survey 5503 and U.S. Survey

22 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
4891, 631.96 acres; Section 34, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 35, Unsurveyed, All, 640.00 acres; Section 36, Unsurveyed, All, 640.00 acres; Special Surveys Lot 3 of U.S. Survey 5503, 5.00 acres;

This Tract (06) contains 5,598.19 acres, more or less.

ADL 391230 Forest Oil Corporation 10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 07 T. 4 N., R. 4 W., Tract A, Copper River Meridian, Alaska. Section 28, Unsurveyed, All, excluding U.S. Survey 3340, U.S. Survey 3340A, Lots 1 and 2 of U.S. Survey 3732 and that portion of U.S. Survey 4940 within Section 28, 554.00 acres; Section 29, Surveyed, Fractional, Lot 1, Lots 3 thru 10, NE1/4NE1/4,SE1/4,SE1/4SW1/4,N1/2NW1/4, including the bed of the unnamed lake , 606.96 acres;

23 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
Section 30, Surveyed, Fractional, Lots 1 thru 8, NE1/4, E1/2SW1/4, SE1/4NW1/4, 514.50 acres; Section 31, Surveyed, Fractional, Lots 1 thru 6, S1/2NE1/4, SE1/4, E1/2W1/2, 567.21 acres; Section 32, Surveyed, Fractional, Lot 1, NE1/4, S1/2, E1/2NW1/4, SW1/4NW1/4, 626.03 acres; Section 33, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres;

This Tract (07) contains 3,508.70 acres, more or less.

ADL 391231 Forest Oil Corporation 10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 08 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 1, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 2, Unsurveyed, All, including the bed of the Tazlina River, 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 23, Unsurveyed, All, 640.00 acres; Section 24, Unsurveyed, All, 640.00 acres;

24 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
This Tract (08) contains 5,120.00 acres, more or less.

09-30-2008 ***Lease relinquished in part*** Sections relinquished are: 11, 12, 13, 14, 23 and 24. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska Section 1: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 2: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Tract 08 contains 1,280.00 acres, more or less.

ADL 391232

Forest Oil Corporation

10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 09 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 3, Unsurveyed, All, including the bed

25 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
of the Tazlina River, 640.00 acres; Section 4, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 9, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 10, Unsurveyed, All, 640.00 acres; Section 15, Unsurveyed, All, 640.00 acres; Section 16, Unsurveyed, All, 640.00 acres; Section 21, Unsurveyed, All, 640.00 acres; Section 22, Unsurveyed, All, 640.00 acres; This Tract (09) contains 5,120.00 acres, more or less.

09-30-2008 **Lease relinquished in part** Sections relinquished: 9, 10, 15, 16, 21, and 22. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska Section 3: Unsurveyed, All, including the bed of the Tazlina River, 640.00; Section 4: Unsurveyed, All, including the bed of the Tazlina River, 640.00; Tract 9 contains 1,280.00 acres, more or less. ADL 391233 Forest Oil Corporation 10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect

26 of 43

Lease/Lessor

Lessee

Lease Date
Tract 10

Property Description

T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 5, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 6, Unsurveyed, All, 608.00 Acres; Section 7, Unsurveyed, All, including the bed of the Tazlina River, 610.00 acres; Section 8, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 17, Unsurveyed, All, 640.00 acres; Section 18, Unsurveyed, All, including the bed of the Tazlina River, 612.00 acres; Section 19, Unsurveyed, All, 614.00 acres; Section 20, Unsurveyed, All, 640.00 acres; This Tract (10) contains 5,004.00 acres, more or less.

09-30-2008 ***Lease relinquished in part*** Sections relinquished: 7, 8, 17, 18, 19, and 20. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska Section 5: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 6: Unsurveyed, All, 608.00 acres; Tract 10 contains 1,248.00 acres, more or less.

ADL 391234

Forest Oil Corporation

10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be

27 of 43

Lease/Lessor

Lessee

Lease Date

Property Description assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 11 T. 3 N., R. 5 W., Copper River 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, including the bed of the unnamed lake, 640.00 acres; Section 11, Unsurveyed, All, 640.00 acres; Section 12, Unsurveyed, All, 640.00 acres; Section 13, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 14, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 15, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; This Tract (11) contains 5,760.00 acres, more or less.

ADL 391235

Forest Oil Corporation

10-30-2007

50% Working Interest subject to 4.000% of 50% of 8/8ths ORRI to Anschutz Exploration Corporation. 50% WI to be assigned to Rutter & Wilbanks Corporation subject to an additional 4% 0f 50% 0f 8/8ths ORRI to be reserved in favor of PEAO. Copper River Prospect
Tract 12

28 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
T. 3 N., R. 5 W., Copper River Meridian, Alaska. Section 4, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; Section 9, Unsurveyed, All, including the beds of the unnamed lakes, 640.00 acres; Section 16, Unsurveyed, All, including the beds of the unnamed lakes, 640.00 acres; Section 17, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; Section 18, Unsurveyed, All, including the bed of the unnamed lake, 612.00 acres; This Tract (12) contains 3,172.00 acres, more or less.

State Of Alaska ADL 390571

Forest Oil Corporation

6/1/2005

100% Working Interest

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; Section 2, Unsurveyed, S2S2 Including The Bed Of 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

29 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
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 Corporation

1/1/2006

100% Working Interest

Three Mile Creek Tract 12, Mental Health Tract: T. 13 N, R. 10 W., Seward Meridian, 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 Corporation

1/1/2006

100% Working Interest

Three Mile Creek Tract 37, Mental Health Tract 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

30 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
Beluga River (605.00 Acres); Section 10: Surveyed, All, Excluding the Beluga River (580.00 Acres); Section 11: 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 Department Of The Interior, Bureau (35.00 Acres); of Land Management in Anchorage, Alaska on January 8, 1992 By the United States Department Of The Interior, Bureau (35.00 Acres); of Land Management in Anchorage, Alaska on January 8, 1992

State Of Alaska ADL 390579

Forest Oil Corporation

6/1/2005

100% Working Interest

Pretty Creek Tract Ci2004-608 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,

31 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
Excluding U.S. Survey 4555, Lot 1 & 2, 565.71 Acres; 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 390735

Forest Oil Corporation

10/1/2006

100% Working Interest

West Foreland Tract Ci2004-302 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; 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;

32 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
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 390749

Forest Oil Corporation

10/1/2006

100% Working Interest

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 47567

Pennzoil, FOC, Colorado Oil & Gas

10/1/1969

5.2000% Working Interest

Point Thomson C23-152 T9N-R22ESection 3: 640.00, Acres, All Section 4: 640.00 Acres, All Section 9: 640.00 Acres, All Section 10: 640.00 Acres, All Total Acres 2,560.00

Status of lease unknown pending determination by State of Alaska DNR

State Of Alaska ADL 47562 Pennzoil, FOC, Colorado Oil & Gas, Newmont, AlAquitaine 10/1/1969

5.2000% Working Interest

Point Thomson C23-147 T. 10 N.-R. 22 E. Section 27: 640.00 Acres, All Section 28: 640.00 Acres, All

33 of 43

Lease/Lessor

Lessee

Lease Date

Property Description
Section 33: 640.00 Acres, All Section 34: 640.00 Acres, All Total Acres - 2,560.00

Status of lease unknown pending determination by State of Alaska DNR

State of Alaska ADL 390100 Forest Oil Corporation 12/1/2002

100% Working Interest

Olsen Creek Tract CI2002-555 T. 13 N., R. 10 W., Tract B, Seward Meridian, Alaska Section 06, Unsurveyed, N2, SW4, 470.00 Acres; Section 07, Unsurveyed, NW4 and the Bed of the Beluga River, 219.32 Acres; Section 08, Unsurveyed, The Bed of the Beluga River, 47.48 Acres; This Tract Contains 736.80 Acres, More or Less.

State of Alaska ADL 18730 State of Alaska ADL 18777 State of Alaska ADL 17597 State of Alaska ADL 18758 State of Alaska ADL 17602 State of Alaska ADL 389724 Exploration License

Forest Oil Corporation

50% Working Interest

Copper River Prospect Prospect divided into 12 leases assigned to PERL & Anschutz Exploration Corporation

State of Alaska

Peter G.

4/23/1997

34 of 43

Lease/Lessor
ADL 384314

Lessee
Zamarello

Lease Date

Property Description 1.00000% Overriding Royalty Interest

Falls Creek Prospect 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, NW1/4NE1/4, N1/2NE1/4NE1/4SE1/4, NE1/4NW1/4, 85 Acres; section 28, surveyed, SE1/4, 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 Submerged Lands, 599.43 Acres; Section 32, Surveyed, Fractional, Lot 2, SE1/4, NE1/4SW1/4, 222.51 Acres; Section 32, Unsurveyed, All Tide And Submerged Lands, 51.96 Acres; Section 33, Surveyed, NE1/4, SW1/4SE1/4, E1/2W1/2, NW1/4NW1/4, 400 Acres; This Tract Contains 3,518.45 Acres More or Less.

35 of 43

Surface Leases And Surface Acreage*

GRANTOR 00571-990003 COOK INLET REGION, INC.

GRANTEE FOREST OIL CORPORATION FOREST OIL CORPORATION. FOREST OIL CORPORATION. FOREST OIL CORPORATION AND UNION OIL COMPANY OF CALIFORNIA FOREST OIL CORPORATION

DATE 12/5/2002

PROSPECT NAME REDOUBT SHOAL -SURFACE LEASE REDOUBT SHOAL -SURFACE LEASE WEST MCARTHUR RIVER TRADING BAY SURFACE LEASE

00571-990004(b)

SALAMATOF NATIVE ASSOCIATION SALAMATOF NATIVE ASSOCIATION SALAMATOF NATIVE ASSOCIATION

8/1/2002

00571-990007(b)

8/1/2002

00573-990007

1/1/2000

00573-99012

FOREST OIL CORPORATION AND UNION OIL COMPANY OF CALIFORNIA

9/26/2005

WEST MCARTHUR RIVER SURFACE LEASE (Pipeline ROW) WEST MCARTHUR RIVER SURFACE LEASE TRADING BAY SURFACE LEASE

00575-990001

COOK INLET REGION, INC.

STEWART PETROLEUM COMPANY STEWART PETROLEUM COMPANY FOREST OIL CORPORATION

1/1/1990

00575-990002

SALAMATOF NATIVE ASSOCIATION

1/1/1990

00603-990001

SALAMATOF NATIVE ASSOCIATION

8/1/2000

WEST FORELAND-SURFACE LEASE

*All interests herein assigned to Pacific Energy Resources Ltd. by Forest Oil Corporation or Forest Alaska Operating LLC

36 of 43

Owned Real Property

RECORDING
FOREST LEASE NO.
00571MD0001 00571MD0002 00571MD0003 00573MD0001 00573MD0002 00573MD0003

LESSOR or GRANTOR
HEIRS OF GLADYS ELVSAAS FRED H ELVSAAS FRED H ELVSAAS STATE OF ALASKA ADL 37596 FEE STATE OF ALASKAADL32299 FEE STATE OF ALASKAKUSTATAN WASTE DISPOSAL

LESSEE or GRANTEE
FORCENERGY INC FORCENERGY INC FORCENERGY INC FORCENERGY INC FORCENERGY INC MARATHON OIL CO.

LEASE DATE
4/20/2000

RECORDING DISTRICT
ANCHORAGE

PROSPEC T NAME
REDOUBT SHOAL REDOUBT SHOAL REDOUBT SHOAL TRADING BAY TRADING BAY TRADING BAY

BOOK

PAGE

975

678

1/28/2000 11/13/1998 12/30/1996

ANCHORAGE ANCHORAGE ANCHORAGE

975 3364 3015

662 205 107

12/30/1996

ANCHORAGE

3015(?)

109(?)

10/1/1996

ANCHORAGE

3066

361

* All interests herein assigned to Pacific Energy Resources Ltd. by Forest Oil Corporation or Forest
Alaska Operating LLC

37 of 43

Real Property Leases

Surface Leases LEASE NO.
00571-990003 00571-990004 00573-990007 00575-990001

LESSOR or GRANTOR
COOK INLET REGION INC. SALAMATOF NATIVE ASSOCIATION () SALAMATOF NATIVE ASSOCIATION () COOK INLET REGION INC. SALAMATOF NATIVE ASSOCIATION () SALAMATOF NATIVE ASSOCIATION ()

LESSEE or GRANTEE
FOREST OIL CORP. FOREST OIL CORPORATION MARATHON OIL COMPANY STEWART PETROLEUM COMPANY STEWART PETROLEUM COMPANY FORCENERGY INC

LEASE DATE
12/5/2002 8/1/2002 1/1/2000 1/1/1990

RECORDING DISTRICT
ANCHORAGE ANCHORAGE ANCHORAGE ANCHORAGE

PROSPECT NAME
REDOUBT SHOAL REDOUBT SHOAL TRADING BAY WEST MCARTHUR RIVER WEST MCARTHUR RIVER WEST FORELAND

RECORDING BOOK PAGE

2019

708

00575-990002

1/1/1990

ANCHORAGE

2019

708

00603-990001

8/27/1999

ANCHORAGE

*All interests herein assigned to Pacific Energy Resources Ltd. by Forest Oil Corporation or Forest Alaska Operating LLC

Approval of Assignment is pending.

38 of 43

Rights-of-Way*
STATE OF ALASKA ADL 227954 ROW STATE OF ALASKA ADL 228217 ROW STATE OF ALASKA ADL 32549 ROW AMENDED 1/23/02 STATE OF ALASKA ADL 220602 ROW LORENCE B. SNODGRASS ET UX LORENCE SNODGRASS AND NINA UNION OIL COMPANY OF CALIFORNIA COOK INLET REGION INC SALAMATOR NATIVE ASSOCIATION () BARBARA M STEVENS REPRESENTED BY THE BIA BARBARA M STEVENS REPRESENTED BY THE BIA FOREST OIL COMPANY FOREST OIL CORPORATION UNOCAL CORPORATION MARATHON OIL COMPANY STEWART PETROLEUM MARATHON OIL COMPANY FOREST OIL COMPANY STEWART PETROLEUM COMPANY FOREST OIL CORPORATION STEWART PETROLEUM FORCENERGY INC 5/1/2003 3/1/2004 6/13/1966 KENAI KENAI ANCHORAGE 3260 899

1/1/1994 11/6/1962 5/23/1978

ANCHORAGE ANCHORAGE ANCHORAGE

2574

560

00573-990003 00573-990008

00573-990012 00575-990006

9/29/2005 3/31/1995

ANCHORAGE ANCHORAGE

TRADING BAY

00575-990007 00575-990003

8/1/2002 1/4/1994

ANCHORAGE ANCHORAGE WEST MCARTHUR RIVER WEST MCARTHUR RIVER 2579 682

00575-990004

8/11/1986

ANCHORAGE

3381

892

* All interests herein assigned to Pacific Energy Resources Ltd. by Forest Oil Corporation or Forest Alaska Operating LLC

39 of 43

Platforms, Wells and Equipment

WELL SUMMARY REDOUBT SHOAL FIELD Osprey Platform Well RU-1 RU-2 RU-3ST RU-4 RU-5 RU-6 RU-7 WELL SUMMARY WEST McARTHUR RIVER FIELD Well 1A 2A 3ST 4D 5 6 7A

WELL SUMMARY WEST FORELAND Well 1 2(Lower) 2D(Upper) WELL SUMMARY THREE MILE CREEK Well 1 2

WELL SUMMARY KUSTATAN Well 1

40 of 43

Equipment and Tools

Item E# 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 39 A19 A11 A12 A22 A13 A24 A14 A26 A17 b2503 b2504 b2505 b2506 A18 A36 A37 A38 A39 A40 A09 A10 A2 A57 A52 A53 A8 A7 A3 A43 A44 A27 A58 A59 A35 A60 A47 A61 A48

Equipment Name Motor grader Motor grader Crawler Crawler Bucket loader Bucket loader Skid steer loader Skid steer loader #1Crewcab Flatbed Truck #2Crewcab Pickup #3Crewcab Pickup #4Crewcab Pickup #5Crewcab Pickup Extended Cab Pickup #1Kawasaki Mule 4X4 #2Kawasaki Mule 4X4 #3Kawasaki Mule 4X4 #4Kawasaki Mule 4X4 Honda ATV Honda ATV Snow machine 1991 Diesel SUV Welding Truck International Fuel Truck International Vac Truck Mack Truck 1982 Mack Vac Truck 1981 Gas Crewcab (Pink lady) Light Plant #1 Light Plant #2 Snow Blower Frost Fighter Frost Fighter Trailer Replacement Excavator Generator Generator Air Compressor Spill response boat 16

Model No. Caterpillar 14G Caterpillar 14G Caterpillar D-6 Caterpillar D-7H LGP Caterpillar 966C Caterpillar 966F1 Bobcat 863 Bobcat s250 Ford F550 2000 Ford F350 2002 Ford F350 2002 Ford F350 2002 Ford F350 2002 Ford F250 1997 KAF950A3 2510 Diesel KAF950A3 2510 Diesel KAF950A3 2510 Diesel KAF950A3 2510 Diesel Rubicon Fourtrax Skidoo Scandic 1999 Surburban 4dr Chev Ford F350+portable unit S1954 4070B End Dump Vac Truck Ford F350 1993 Mag005Nightbuster 4000 Mag007Nightbuster Boss Totem diesel 500K BTU Totem diesel 1M BTU Hitachi EX150 Deutz Caterpillar XQ350 I\R 185 Honda Jet Lowe Boat

Serial No. 96U05980 96U705 04X08385 7ME00676 76J2806 1SL01399 514414261 521313258 1FDAW57F31EB36746 1FTSW31F72EB31928 3FTSW31FX2MA14709 1FTSW31F02EB30720 1FTSW31F32EA97115 1FTHX26F6VEC56000 JK1AFDA152B508080 JK1AFDA182B508073 JK1AFDA112B508075 JK1AFDA172B508081 47BTE260314029254 47BTE2243X4004503 1430-00047 1GNGV266J8LF15996 2FTJW36MOKCB56405 1HTLDZ5N7JH584462 103322228 DML821SX 001023 DMM6866S1353 2FTJW36H8PLB01629 10474 10476 N/A 1120046 GJ513785 1333489 7878610 E46-JVN89 4FVCBAA41U319265 OMCL0928J001

41 of 43

Item 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58

E# A29 A45 A30 A31 A46 A49 A32 A33 A34 A1 A4 A5 A6 A16

Equipment Name Sander Heater Diesel man lift Electric scissor lift Spill trailer w/spill & equipment Equipment trailer #1Portable housing unit #2Portable housing unit Atco portable

Model No. 2 yd Tioga JLG 450AJ JLG 2646E2 Spill Response Van

Serial No. 00-06-7399 88111246 300046524 200067236 53126

15 Ton N/A 2 bedroom + office N/A 2 bedroom + office N/A tools storage N/A 1989 Ford F350 2FTJW36MXKCB08278 1999 Ford F350 1FTSW31F6X3A68053 Fuel truck 1974 Chevrolet CHM9341169628 Vac truck 60 bbl 1974 International 25947DGA18253 Backhoe 1975 JD 002859T Crane RTT656S 39142 All of Sellers Miscellaneous Equipment located in Alaska or associated with Alaskan Operations. All of Sellers Miscellaneous Power Tools located in Alaska or associated with Alaskan Operations. All of Sellers Miscellaneous Hand Tools located in Alaska or associated with Alaskan Operations. All of Sellers Miscellaneous Equipment Storage and Tool Storage located in Alaska or associated with Alaskan Operations. Computers and Data

1 2 3 4

All of Sellers Miscellaneous Servers, Computer and I. T. Hardware Equipment located in Alaska or Associated with Alaskan Operations. All of Sellers Miscellaneous Computer and I. T. Software located in Alaska or Associated with Alaskan Operations. All of Sellers Miscellaneous Data and Data Storage located in Alaska or Associated with Alaskan Operations. All of Sellers Miscellaneous Printers, Plotters, Computer Tables, Furniture, and any other related equipment or supplies related to Computers and Data located in Alaska or Associated with Alaskan Operations. Working Interests in Leases, Wells, Product, Camps and Related Infrastructure

1 2

All of Sellers Working Interest in all Redoubt Unit leases, wells, platform, related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers Working Interest in all West McArthur River Unit leases, wells, camps related infrastructure and rights in all contracts & agreements supporting their operations.

42 of 43

5 6 7 8

All of Sellers Working Interest in all West Foreland Field leases, wells, production facility, related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers Working Interest in the Kustatan Field lease, KF #1 well, camp, production facility related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers 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. All of Sellers Working Interest in the Mosquito Station and related infrastructure. All of Sellers overriding royalty interests in all Leases located in Alaska. 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. Furniture, Fixtures and Supplies

1 2 3

All of Sellers Furniture located in Alaska or associated to Alaskan operations. All of Sellers Fixtures located in Alaska or associated to Alaskan operations. All of Sellers Office, Janitorial, Kitchen (including camp food), Camp, Welding, Lubricants, Paint Welding, Spill Response and any other supplies in Alaska or associated to Alaskan operations. Employee Records, Agreements and Retirement Accounts

1 2

All of Sellers copies of employee records and agreements of employees retained by NAE to manage and operate Alaska operations, facilities and offices. Transfers of all of Sellers funds contained in retirement accounts or 401(k) accounts of employees retained to manage and operate Alaska operations, facilities and offices. Transfer of all records and agreements related to contract employees associated with Alaska operations. Bonds

All of Sellers rights and interest of 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 NAE through this agreement.

43 of 43

Exhibit B Part 3

Exhibit 1
COUNTERPARTY Anschutz Exploration Corporation DEBTOR PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL ASSUMED EXECUTORY CONTRACT OR UNEXPIRED LEASE Joint Exploration Agreement Copper River Prospect Agreements (Three Mile Creek) CURE AMOUNT $0

Aurora Gas LLC 6051 North Course Drive Suite 200 Houston, TX 77043 Branch of Realty Bureau of Indian Affairs West-Central Alaska Field Office 3601 C Street, Suite 1100 Anchorage, AK 99503-5947 Bureau of Land Management/West Foreland 222 W. 7th Ave, #13 Anchorage, AK 99513 Cook Inlet Region, Inc. PO Box 93330 Anchorage, AK 99509-9330 Cook Inlet Spill Prevention and Response, Inc. P. O. Box 7314 Nikiski, AK 99635 ExxonMobil 3301 C St # 400 Anchorage, AK 99503-3958 Escopeta Oil & Gas Corp. 5005 Riverway, Suite 440 Houston, TX 77056

$0

Grant of Easements for Right of Way

$0

PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL

Oil & Gas Lease BLM-A-035017

$0

All General Agreements, Leases Subsurface and Surface, pipeline easements, and rights-of-way Membership Agreements and related Agreements

$0

$0

PEAO &/or PERL PEAO &/or PERL

Point Thomson Joint Operating Agreement and related Agreements Corsair Farm-Out

$0

$0

Forest Oil Corporation 707 17th Street, Suite 3600 Denver, CO 80202

PEAO &/or PERL

Member Interest Purchase Agreement $0

Forest Oil Corporation 707 17th Street, Suite 3600 Denver, CO 80202

PEAO &/or PERL

Asset Sale Agreement $0

Marathon Oil Corporation PO Box 4813 Houston, TX 77210-4813

PEAO &/or PERL

Fuel Gas Agreement (December 1996)

$0

COUNTERPARTY Rutter & Wilbanks Corp. 301 S Main St. Midland, TX 79701 Salamatof Native Association PO Box 2682 Kenai, AK 99611 State of Alaska 801 W. 10th Street Suite 302 Juneau, AK 99811 State of Alaska Dept. of Natural Resources 550 W. 7th Avenue, Suite 800 Anchorage, AK 95501 Tesoro 300 Concord Plaza Drive San Antonio, TX 78218 The O'Brien's Group, Inc. P. O. Box 8500 Philadelphia, PA 19178-2591 Union Oil Company Of California 3800 Center Point Drive Suite 100 Anchorage, AK 99503 EPA Region 10 1200 6th Street Seattle, WA 98101 XTO Energy P.O. Box 730587 Dallas, TX 75373-0587

DEBTOR PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL PEAO &/or PERL

ASSUMED EXECUTORY CONTRACT OR UNEXPIRED LEASE Farmout Contract Copper River Exploration License

CURE AMOUNT $0

All General Agreements, Leases Subsurface and Surface, pipeline easements, and rights-of-way Oil & Gas Leases, Exploration Licenses, Contracts and Agreements

$0

$0

Oil & Gas Leases, Exploration Licenses, Contracts and Agreements

$0

Oil Sales Contract $0 Oil Spill Contractor $0 Tenants in Common for jointly owned real property ADL 37596, ADL 32299

$0

Agreements for disposal well abandonment

$0

Radio Tower and Communications Services

$0

Exhibit C Part 1

PURCHASE AND SALE AGREEMENT BY AND BETWEEN NEW ALASKA ENERGY, LLC AND PACIFIC ENERGY ALASKA OPERATING LLC AND PACIFIC ENERGY ALASKA HOLDINGS, LLC Dated as of August 3, 2009

TABLE OF CONTENTS Page ARTICLE 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 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 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 1.42 DEFINITIONS...................................................................................................... 7 Abandonment Obligations .................................................................................... 7 Affected Employees .............................................................................................. 7 Affiliates ............................................................................................................... 8 Agreement ............................................................................................................. 8 Alaska Interest or Alaska Interests ....................................................................... 8 Alaska Interests Closing ..................................................................................... 10 Alaska Interests Closing Date ............................................................................. 10 Alaska Interests Deposit ..................................................................................... 10 Alaska Interests Purchase Price .......................................................................... 10 Allocated Value .................................................................................................. 10 Applicable Laws ................................................................................................. 10 Assignment and Bill of Sale ............................................................................... 10 Associated Parties ............................................................................................... 10 Assumed Liabilities ............................................................................................ 10 Bankruptcy Case ................................................................................................. 11 Bankruptcy Claim ............................................................................................... 11 Bankruptcy Code ................................................................................................ 11 Bankruptcy Costs ................................................................................................ 11 Bankruptcy Court ................................................................................................ 11 Bbl ....................................................................................................................... 11 Business Day ....................................................................................................... 11 Buyer ................................................................................................................... 11 Casualty Loss ...................................................................................................... 11 CERCLA ............................................................................................................. 11 Chevron Operated Assets .................................................................................... 11 CIPL .................................................................................................................... 12 Claim or Claims .................................................................................................. 12 Confidentiality Agreement.................................................................................. 12 Consents .............................................................................................................. 12 Contracts ............................................................................................................. 12 Credit Agreements .............................................................................................. 12 Defect Value ....................................................................................................... 12 DNR .................................................................................................................... 12 Easements ........................................................................................................... 12 Effective Time .................................................................................................... 12 Environmental Laws ........................................................................................... 12 Environmental Liabilities.................................................................................... 13 Escopeta .............................................................................................................. 13 Escrow Agreement .............................................................................................. 13 Excluded Items.................................................................................................... 13 Excluded Liabilities ............................................................................................ 14 Execution Date .................................................................................................... 14

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Page 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.70 1.71 1.72 1.73 1.74 1.75 1.76 1.77 1.78 1.79 1.80 1.81 1.82 1.83 1.84 1.85 1.86 1.87 Fee Interests ........................................................................................................ 14 Final Alaska Interests Purchase Price ................................................................. 15 Final Settlement Statement ................................................................................. 15 Forest Indemnities............................................................................................... 15 GAAP.................................................................................................................. 15 Gas ...................................................................................................................... 15 Governmental Bonds .......................................................................................... 15 Governmental Entity ........................................................................................... 15 Hiring Period ....................................................................................................... 15 Imbalances .......................................................................................................... 15 J. Aron ................................................................................................................. 15 Lands ................................................................................................................... 15 Leases .................................................................................................................. 15 Liability or Liabilities ......................................................................................... 15 Material Amount ................................................................................................. 16 Minimal Defect ................................................................................................... 16 MMBTU ............................................................................................................. 16 Net Revenue Interest ........................................................................................... 16 NORM................................................................................................................. 16 Oil ....................................................................................................................... 16 Organizational Documents.................................................................................. 16 Party or Parties .................................................................................................... 16 PEAH .................................................................................................................. 16 PEAO .................................................................................................................. 16 PERL ................................................................................................................... 16 Permits ................................................................................................................ 16 Permitted Encumbrances .................................................................................... 16 Person .................................................................................................................. 17 Preliminary Alaska Interests Purchase Price ...................................................... 17 Preliminary Settlement Statement....................................................................... 17 Production Taxes ................................................................................................ 17 Property or Properties ......................................................................................... 17 Property Conditions ............................................................................................ 17 Property Taxes .................................................................................................... 17 Prospective Employees ....................................................................................... 17 Purchase Price ..................................................................................................... 17 PV-NRI ............................................................................................................... 17 RCA .................................................................................................................... 18 Records ............................................................................................................... 18 Redoubt Interruption Claim ................................................................................ 18 Related Agreements ............................................................................................ 18 Remaining Employees ........................................................................................ 18 Royalty Interests ................................................................................................. 18 Sale Order ........................................................................................................... 18 Sale Procedures Order......................................................................................... 18

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Page 1.88 1.89 1.90 1.91 1.92 1.93 1.94 1.95 1.96 1.97 1.98 1.99 1.100 1.101 1.102 1.103 1.104 1.105 Securities Act ...................................................................................................... 19 Seller or Sellers ................................................................................................... 19 Silver Point.......................................................................................................... 19 Site Visit Indemnity Agreement ......................................................................... 19 Strict Liability ..................................................................................................... 19 Successor Operator Approval ............................................................................. 19 Tangible Assets ................................................................................................... 19 Third Party .......................................................................................................... 19 Title Defect ......................................................................................................... 19 Title Defect Notice.............................................................................................. 19 Transaction Documents ...................................................................................... 19 Transition Services Agreement ........................................................................... 19 Transition Termination Date ............................................................................... 19 Uncured Title Defect........................................................................................... 20 Uncured Title Defects Value .............................................................................. 20 Units .................................................................................................................... 20 WARN Act.......................................................................................................... 20 Well or Wells ...................................................................................................... 20

ARTICLE 2 PURCHASE AND SALE ................................................................................... 20 2.1 Interests ............................................................................................................... 20 2.2 Assumption ......................................................................................................... 20 ARTICLE 3 3.1 3.2 3.3 ARTICLE 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 ARTICLE 5 5.1 5.2 5.3 5.4 5.5 5.6 PURCHASE PRICE ........................................................................................... 20 Purchase Price ..................................................................................................... 20 Increases in Alaska Interests Purchase Price ...................................................... 20 Decreases in Alaska Interests Purchase Price ..................................................... 21 BUYERS REVIEW ........................................................................................... 22 Buyers Review Before the Execution Date. ...................................................... 22 Access to Assets and Properties. ......................................................................... 23 Environmental Review........................................................................................ 23 Tangible Assets; Casualty Loss. ......................................................................... 23 No Representation or Warranty of Accuracy; Disclaimer. ................................. 24 Acknowledgments of Buyer ............................................................................... 25 Independent Evaluation ...................................................................................... 27 Buyers Confidentiality Obligations; Press Releases. ........................................ 28 TITLE AND TITLE DEFECTS ......................................................................... 28 Title Defect ......................................................................................................... 28 Title Defect Notice.............................................................................................. 29 Determination of Title Defects and Defect Values. ............................................ 29 Calculation of Defect Value................................................................................ 29 Consequences of Title Defect ............................................................................. 30 Description and Other Errors .............................................................................. 30

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Page ARTICLE 6 CERTAIN COVENANTS BETWEEN EXECUTION DATE AND CLOSINGS ......................................................................................................... 31 6.1 Related Agreements. ........................................................................................... 31 6.2 Third Party Notifications and Regulatory Approvals for the Alaska Interests. .............................................................................................................. 31 6.3 Termination of Sellers Insurance ....................................................................... 32 6.4 Conduct of Business Pending the Alaska Interests Closing. .............................. 33 6.5 Preferential Rights to Purchase. .......................................................................... 34 6.6 Sale Procedures ................................................................................................... 35 6.7 Payment of Deposits ........................................................................................... 35 ARTICLE 7 7.1 7.2 7.3 7.4 ALASKA INTERESTS CLOSING .................................................................... 35 Alaska Interests Closing Date ............................................................................. 35 Closing Obligations; Deliveries .......................................................................... 35 Sellers Conditions .............................................................................................. 37 Buyers Conditions ............................................................................................. 38

ARTICLE 8 RESERVED ........................................................................................................ 39 ARTICLE 9 TERMINATION ................................................................................................. 39 9.1 Events of Termination......................................................................................... 39 9.2 Effect of Termination. ......................................................................................... 39 ARTICLE 10 CERTAIN OBLIGATIONS AFTER ALASKA INTERESTS CLOSING ........................................................................................................... 40 10.1 Filing and Recording........................................................................................... 40 10.2 Copies ................................................................................................................. 40 10.3 Further Assurances.............................................................................................. 40 10.4 Post-Closing Consents. ....................................................................................... 41 10.5 Buyers Compliance............................................................................................ 41 10.6 Allocation of Proceeds, Costs and Expenses. ..................................................... 41 10.7 Plugging and Abandoning Wells and Platforms; Remediation; Security for Buyers Obligations....................................................................................... 41 10.8 Preliminary Settlement Statement....................................................................... 43 10.9 Final Settlement Statement. ................................................................................ 43 10.10 Post-Closing Revenues ....................................................................................... 44 10.11 Post-Closing Expenses ........................................................................................ 44 10.12 Audits .................................................................................................................. 44 10.13 Reservation of Claims ......................................................................................... 45 ARTICLE 11 11.1 11.2 11.3 TAXES, COSTS, AND FEES ............................................................................ 45 Property Taxes .................................................................................................... 45 Production Taxes ................................................................................................ 45 Other Taxes ......................................................................................................... 45

ARTICLE 12 POST-CLOSING OPERATIONS ...................................................................... 46

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Page 12.1 12.2 12.3 ARTICLE 13 13.1 13.2 13.3 Operation............................................................................................................. 46 Removal of Signs ................................................................................................ 46 Risk of Loss ........................................................................................................ 46 EMPLOYEES AND PERSONNEL ................................................................... 46 Offers of Employment. ....................................................................................... 46 WARN Act Indemnification ............................................................................... 47 General Employee Provisions. ............................................................................ 47

ARTICLE 14 BUYERS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE; BUYERS OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION .............................................. 48 14.1 Buyers Release and Discharge of Sellers and their Associated Parties ............. 48 14.2 Buyers Covenant Not to Sue Sellers or their Associated Parties ...................... 48 14.3 Buyers Obligations to Indemnify, Defend, and Hold Sellers and their Associated Parties Harmless ............................................................................... 48 14.4 Buyers Obligations. ........................................................................................... 49 14.5 Buyers Duty to Defend ...................................................................................... 50 14.6 Dispute Resolution .............................................................................................. 51 14.7 Retroactive Effect ............................................................................................... 51 14.8 Inducement to Sellers .......................................................................................... 51 ARTICLE 15 ENVIRONMENTAL MATTERS ...................................................................... 51 15.1 Buyers Acknowledgment Concerning Possible Contamination of the Tangible Assets and the Properties ..................................................................... 51 15.2 Disposal of Materials, Substances, and Wastes; Compliance with Law ............ 52 ARTICLE 16 REPRESENTATIONS AND WARRANTIES................................................... 52 16.1 Representations by Sellers .................................................................................. 52 16.2 Representations by Buyer ................................................................................... 52 ARTICLE 17 COMMUNICATIONS ....................................................................................... 55 ARTICLE 18 18.1 18.2 18.3 18.4 18.5 18.6 18.7 18.8 18.9 18.10 18.11 18.12 MISCELLANEOUS ........................................................................................... 56 Entire Agreement ................................................................................................ 56 Successors and Assigns; Amendment; Survival ................................................. 57 Exclusive Remedy .............................................................................................. 57 Choice of Law ..................................................................................................... 57 Assignment ......................................................................................................... 57 No Admissions .................................................................................................... 57 No Third Party Beneficiaries .............................................................................. 57 Public Communications ...................................................................................... 57 Headings and Titles............................................................................................. 58 Bulk Transfer Law .............................................................................................. 58 Severability ......................................................................................................... 58 Counterparts ........................................................................................................ 58

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Page 18.13 18.14 18.15 18.16 18.17 18.18 18.19 Not to Be Construed against the Drafter ............................................................. 58 No Waiver ........................................................................................................... 58 Expenses ............................................................................................................. 58 Time of Essence .................................................................................................. 58 No Partnership .................................................................................................... 58 Foreign Trade Law Compliance ......................................................................... 58 Rules of Construction ......................................................................................... 59

Exhibits and Schedules Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Description of the Alaska Interests Certain Contracts Comprising the Alaska Interests Form of Assignment and Bill of Sale Form of Non-Foreign Affidavit Form of Site Visit Indemnity Agreement Copy of Sale Procedures Order Form of Transition Services Agreement Certain Consents Certain Excluded Items Performance Bonds Permitted Encumbrances Allocated Value Related Agreements

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PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this Agreement), dated as of August 3, 2009 (the Execution Date), is by and between NEW ALASKA ENERGY, LLC, an Alaska limited liability company with an address of 1150 South Colony Way, Suite 333, Palmer, Alaska 99645 (Buyer), PACIFIC ENERGY ALASKA OPERATING LLC, a Delaware limited liability company with an address of 111 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 111 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 Party and collectively as the Parties. R E C I T A L 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 PEAH acquired 100% of the membership interests in PEAO. B. 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. C. Sellers are debtors in possession under the protection of Chapter 11 of the United States Bankruptcy Code pursuant to jointly administered cases under Case Number 09-10785 (the Bankruptcy Case) filed with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). The transactions contemplated by this Agreement, including the purchase and sale of the Alaska Interests hereunder, are subject to approval by the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code (as defined below). A G R E E M E N T S: In consideration of their mutual promises under this Agreement, the benefits to be derived by each Party, and other good and valuable consideration, the Parties agree as follows: ARTICLE 1 DEFINITIONS The following terms, when used in this Agreement, have the following definitions: 1.1 1.2 Abandonment Obligations. Defined in Section 10.7(a). Affected Employees. Defined in Section 13.1(a).

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1.3 Affiliates. A Persons Parent Companies and Affiliated Companies. Parent Companies, Affiliated Companies, and Controlling Interest shall have the following meanings: (a) A Persons Parent Companies means any and all entities having a Controlling Interest in such Person; (b) A Persons Affiliated Companies 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) Controlling Interest means a legal or beneficial ownership of more than 50% of the voting stock or other voting rights in an entity. 1.4 Agreement. Defined in the preamble of this Agreement, as more particularly described in Section 18.19(c). 1.5 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 subsurface 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, carried interests, options, convertible interests, net profits interests, together with all rights that arise by operation of Applicable Laws or otherwise in all properties and land unitized, communitized or pooled with the Leases or Lands; (b) (c) (d) All Easements; All Wells; All Tangible Assets including furniture, fixtures and equipment;

(e) All Oil and Gas (or the proceeds from the sale of Oil and Gas) produced after the Effective Time; (f) All Contracts, including the proposed Fuel Gas Purchase and Exchange Agreement Between Marathon Oil and Pacific Energy Alaska Operating LLC, Effective Date: 24 July 2009 and the Escrow Agreement; (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 Governmental Authorities) to the extent they relate to the Properties or the production of Oil and Gas therefrom;

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(h) (i) (j)

All Permits; All Records; All Royalty Interests;

(k) All partnership and joint venture interests (tax, state law or otherwise) affecting any Properties, Easements, Wells or Tangible Assets; (l) To the extent assignable, all rights to indemnities (other than the Forest Indemnities) and releases from any Third Party relating to the Properties, Easements, Wells or Tangible Assets, in each case only to the extent such indemnities and releases relate to (i) activities occurring 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, warranties, indemnities and releases to the extent Sellers may potentially remain liable for any such Claim or Liability; (m) All intangibles, including 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; and (o) All leases for real property used by Sellers in connection with the operation of their business (such as leases for office and warehouse space, but excluding the Leases); (p) To the extent possible, all intellectual property of any form or nature, including, without limitation, geophysical and geological data, engineering and consulting reports, computer data, seismic data, together with any rights of Seller to intellectual property owned or prepared by third parties and not subject to licensing arrangements requiring purchase of a proprietary license by each successor-user, all with respect to the Alaska Interests and with respect to any other Alaska assets, properties or prospects adjacent or proximate to any Alaska Interest; (q) Entities; Cash deposits, escrow accounts, bonds and other rights with Government

(r) all surety bonds, plugging bonds, abandonment bonds, standby trust agreements, escrow accounts for plugging, abandonment, decommissioning, removal and restoration obligations, and other bonds posted by or at the request of Sellers, and security deposits and other security furnished by Sellers or their predecessors in interest; (s) all Oil and Gas in pipelines or in tanks (including in storage, line fill and tank bottoms) upstream of the sales custody transfer meter at the Effective Time that are fairly attributable to the Properties; and

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(t) all Oil and Gas held by Sellers or by CIPL for the account of Sellers (including Oil in storage, linefill and tank bottoms) at the Effective Time. The Alaska Interests shall explicitly exclude the Excluded Items, which are not being transferred hereunder. 1.6 Alaska Interests Closing. Defined in Section 7.1.

1.7 Alaska Interests Closing Date. The date on which the Alaska Interests Closing occurs, subject to the modification of the term Alaska Interests Closing Date as set forth in Section 6.6(c). 1.8 1.9 Alaska Interests Deposit. Defined in Section 6.8. Alaska Interests Purchase Price. The amount set forth in Section 3.1(a).

1.10 Allocated Value. The portion of the Purchase Price allocated to specific portions of the Alaska Interests as set forth on Schedule 5. 1.11 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 court orders or judgments, as well as the common law, in each case which are applicable to any of the Parties, CIPL, the Alaska Interests, or the Stock. 1.12 Exhibit C. Assignment and Bill of Sale. An instrument substantially in the form of

1.13 Associated Parties. As to each Party, its successors, assigns, members, shareholders, directors, officers, employees, agents, representatives, contractors, subcontractors and Affiliates. 1.14 Assumed Liabilities. 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 after the Effective Time; (b) All Liabilities associated with, related to or arising from the operation of the Properties after the Effective Time; (c) (d) All Environmental Liabilities with respect to the Alaska Interests; 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, provided, however, that notwithstanding any other provision of this Agreement, upon the Alaska Interests Closing

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any and all overriding royalty interests created or put in place on or after August 24, 2007 shall be terminated and Buyer shall take the Alaska Interests and Properties free and clear of any and all such overriding 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 arising from the Alaska Interests with respect to the periods prior to, after the Effective Time; and (h) Permitted Encumbrances.

For purposes of clarity, Assumed Liabilities excludes any and all Liabilities not specifically referenced in this Section 1.14. 1.15 1.16 1.17 Bankruptcy Case. Defined in the Recitals of this Agreement. Bankruptcy Claim. As defined in Section 101(5) of the Bankruptcy Code. Bankruptcy Code. Title 11 of the United States Code, as amended.

1.18 Bankruptcy Costs. All costs and claims related to the Bankruptcy Case, including all administrative expenses and claims for administrative expenses pursuant to Section 503 of the Bankruptcy Code. 1.19 1.20 1.21 public. 1.22 Buyer. Defined in the preamble of this Agreement. Bankruptcy Court. Defined in the Recitals of this Agreement. Bbl. Barrel of oil. Business Day. Any day on which the Bankruptcy Court is physically open to the

1.23 Casualty Loss. Any loss, damage or reduction in value of the Tangible Assets that occurs during the period between the Execution Date and the Alaska Interests Closing as a result of acts of God, fire, explosion, terrorism, earthquake, volcanic activity, windstorm, storm or flood, but excluding any loss, damage or reduction in value as a result of depreciation, ordinary wear and tear and any change in condition of the Tangible Assets for production of Oil and Gas through normal depletion (including the watering out of any well or sand infiltration of any well). 1.24 CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act, as amended. 1.25 Chevron Operated Assets. All of PEAOs assets and other interests in or associated with the Trading Bay Unit or Trading Bay Field in Cook Inlet, Alaska.

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1.26

CIPL. Cook Inlet Pipe Line Company, a Delaware corporation.

1.27 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. 1.28 Confidentiality Agreement. The Confidentiality Agreement, dated April 16, 2009, between PERL and Buyer. 1.29 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 Governmental Entity or pursuant to any Applicable Laws), including those set forth on Schedule 1. 1.30 Contracts. All farmout and farmin agreements, operating agreements, production sales and purchase contracts, processing contracts, gathering contracts, transportation contracts, saltwater disposal agreements, surface leases, subsurface leases, division and transfer orders, areas of mutual interest, balancing contracts, and all other written contracts, contractual rights, interests and other written agreements and instruments covering or affecting any or all of the Alaska Interests or the production, handling or transportation 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, including those certain contracts listed on Exhibit B, but excluding the Credit Agreements. 1.31 Credit Agreements. (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 party 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 party thereto, as amended, supplemented and modified from time to time. 1.32 Defect Value. With respect to each Title Defect, the reduction of the value of the affected Property as a result of such Title Defect, calculated in accordance with the guidelines set forth in Section 5.4. 1.33 DNR. Alaska Department of Natural Resources.

1.34 Easements. All easements, rights-of-way, rights-of-use, servitudes, licenses, authorizations, permits, and similar surface and other rights and interests applicable to, or used or useful in connection with, any or all of the Properties, as described on Exhibit A. 1.35 Effective Time. 7:00 a.m. California time on the Alaska Interests Closing Date.

1.36 Environmental Laws. Any and all Applicable Laws of any Governmental 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

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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 Liabilities. All Liabilities under Environmental Laws relating to, arising 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 1.39 Escopeta. Escopeta Oil Company, L.L.C., a Texas limited liability company. Escrow Agreement. Defined in Section 10.7(c).

1.40 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 Party 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) (i) cash located on or at the Properties, (ii) deposits with contractors and vendors, and (iii) other cash equivalents, in each case to the extent that such cash was generated from transactions occurring prior to the Effective Time or such deposit was made prior to the Effective Time or to the extent such transactions or deposits do not relate to the Alaska Interests, provided, however, that for purpose of this definition, cash and cash equivalents shall not include cash, deposits, escrow accounts, bonds and other rights with Government Entities related to the Alaska Interests; (d) items used, consumed or disposed of in the ordinary course of business prior to the Closing; (e) all rights to representations, warranties, 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 1.5(l). (f) except for the right to proceeds assigned pursuant to Section 6.4, all rights under insurance policies held by Sellers or any of their Affiliates covering any of the Alaska Interests or Sellers interests in CIPL;

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(g) Tangible Assets currently in use in connection with the ownership or operation of other property not included in the Alaska Interests; (h) Records that are subject to attorney-client privilege, work product immunity or other privileges against disclosure enjoyed by Sellers or any of their Associated Parties, including all privileged information and work product of Sellers and CIPL from the period up to and including the Closing; (i) any interests, properties or assets owned by any Person other than Sellers;

(j) any and all Claims against operators or other third parties arising out of the operation of the Properties, Alaska Interests or CIPL prior to the Effective Time; (k) (l) (m) (n) other. 1.41 Excluded Liabilities. Without limiting the definition of Assumed Liabilities or implying that Buyer is assuming any Liability other than the Assumed Liabilities, the following Claims against and Liabilities and obligations of Sellers are excluded and not assumed by Buyer: (a) All Liabilities associated with, related to or arising from debt instruments 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; the Redoubt Interruption Claim; the Forest Indemnities; The shares of stock of CIPL owned by PEAH; and all Contracts between a Seller or Sellers, on one hand, and PERL on the

(c) All royalty obligations associated with, related to or arising from the Alaska Interests that have accrued prior to the Effective Time; (d) All Claims, except Environmental Claims and Abandonment Obligations, arising out of the ownership or operation of the Alaska Interests prior to the Effective Time; and (e) All Bankruptcy Claims (except Environmental Claims and Abandonment Obligations) and Bankruptcy Costs (except Environmental Claims and Abandonment Obligations). 1.42 Execution Date. Defined in the preamble.

1.43 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 described on Exhibit A.

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1.44 Final Alaska Interests Purchase Price. The actual Alaska Interests Purchase Price, as adjusted in accordance with Section 3.2 and Section 3.3, determined based on the Final Settlement Statement. 1.45 Final Settlement Statement. Defined in Section 10.9(a).

1.46 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. 1.47 GAAP. Generally accepted accounting principles in Canada, as in effect from time to time. 1.48 gases. 1.49 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 Governmental Entities in connection with Buyers acquisition and ownership of the Alaska Interests or Buyers designation as an operator of the Properties or any Alaska Interest. 1.50 Governmental Entity. Any federal, state, native American, county, municipal or other federal, state or local governmental entity or judicial or regulatory agency, board, body, department, bureau, commission, instrumentality, court, tribunal or quasi-governmental entity in any jurisdiction (domestic or foreign) having jurisdiction over any Party or any affected asset, or over any of the transactions contemplated by this Agreement. 1.51 Hiring Period. Defined in Section 13.1(a). Gas. Natural gas, including casinghead gas, gas-well gas and other hydrocarbon

1.52 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 arises at the wellhead, pipeline, gathering system, transportation or other location and regardless of whether the same arises under contract or by operation of Applicable Laws. 1.53 1.54 otherwise. J. Aron. J. Aron & Company. Lands. All of the lands covered by the Leases or held by Sellers in fee simple or

1.55 Leases. The Oil and Gas leases and subleases, and the surface and subsurface leasehold estates created thereby, as described in Exhibit A. 1.56 Liability or Liabilities. Collectively, all damages (including consequential and punitive damages), including damages for personal injury, death or damage to personal or real property (both surface and subsurface) and costs for remediation, restoration or clean up of

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contamination, whether the injury, 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 incurred in defending a Claim; liens; and judgments; in each instance, whether these damages and other costs are foreseeable or unforeseeable. 1.57 Material Amount. An amount, as of the date of estimation or determination, equal to $1,000,000 or more. 1.58 $1,000,000. 1.59 Minimal Defect. Any individual Title Defect with a Defect Value of less than MMBTU. One million British Thermal Units.

1.60 Net Revenue Interest. Sellers interest in and to all production of Oil and Gas saved, produced and sold from any Property. 1.61 1.62 NORM. Naturally occurring radioactive material. Oil. Crude oil, distillate, drip gasoline, condensate and other liquid hydrocarbons.

1.63 Organizational Documents. With respect to any Person, its certificate of incorporation, formation or organization (or comparable) document, its by-laws, partnership agreement or any certificate of formation, limited liability company agreement or operating agreement, or any other similar organizational instrument or document governing such Person or applicable to ownership. 1.64 1.65 1.66 Party or Parties. Defined in the preamble of this Agreement. PEAH. Defined in the preamble of this Agreement. PEAO. Defined in the preamble of this Agreement.

1.67 PERL. Pacific Energy Resources Ltd., a Delaware corporation, which is a debtor in possession under the Bankruptcy Case, owner of all of the issued and outstanding membership interests of PEAH and operator of certain Alaska Interests. 1.68 Permits. All transferable environmental and other governmental (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. 1.69 Permitted Encumbrances. Any mortgage, deed of trust, lien, encumbrance, Claim, royalty, obligation or interest (i) related to one or more Assumed Liability, (ii) set forth on Exhibit A or Exhibit B, or (iii) set forth on Schedule 4.

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1.70 Person. Any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, estate, unincorporated organization, Governmental Entity or other entity. 1.71 Preliminary Alaska Interests Purchase Price. An estimate of the Alaska Interests Purchase Price, as adjusted in accordance with Section 3.2 (but excluding any adjustment for Oil and Gas pursuant to Section 3.2(c)(i) or 3.2(c)(ii)) and Section 3.3, determined based on the Preliminary Settlement Statement. 1.72 Preliminary Settlement Statement. Defined in Section 10.8.

1.73 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. 1.74 Property or Properties. The real properties included within or covered by the Leases, Lands, Units and Fee Interests. 1.75 Property Conditions. The physical condition or any other aspect of the Properties and the Tangible Assets, including (a) the structural integrity 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 future applicable zoning or building code requirements; (d) the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides; (e) the sufficiency of any undershoring; (f) the sufficiency of any drainage; (g) whether the Properties or the Tangible Assets are located wholly or partially in a flood plain or a flood hazard boundary or similar area; (h) any other matter affecting the stability or integrity of the land, or any buildings or improvements situated on or as part of the Properties or the Tangible Assets; (i) the availability of public utilities and services for the Properties or the Tangible Assets; (j) the fitness or suitability of the Properties or the Tangible Assets for any intended use; (k) the potential for further development of the Alaska Interests; (l) 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 friable asbestos in, on or about the Alaska Interests or the Tangible Assets. 1.76 Property 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, property, documentary or stamp, as well as any interest, penalties and fines assessed or due in respect of any such taxes, whether disputed or not. 1.77 1.78 1.79 Prospective Employees. Defined in Section 13.1(a). Purchase Price. Defined in Section 3.1(b). PV-NRI. Defined in Section 5.4(b).

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1.80

RCA. Regulatory Commission of Alaska.

1.81 Records. All books and records, files, records, data, correspondence, studies, surveys, reports, Oil and Gas sales contract files, gas processing files, geologic, proprietary 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 written 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, Third-Party licenses, promotional materials, operational records, technical records, reserve estimates and economic estimates; production and processing records, division order, lease, land and right-of-way files, accounting and financial files, tax records (other than income tax), and contract files (including all files regarding the Contracts and related files); provided, however, Records shall not include (a) Sellers general corporate, 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 necessary for the conduct of Buyers post closing business activities related to the Alaska Interests, (b) books, records (including seismic data) and files that may not be disclosed under the terms of any Third Party 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 cannot 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. 1.82 Redoubt Interruption Claim. Any and all claims or rights of Sellers or their Affiliates relating to the business interruption arising from or related to the volcanic and seismic activity that began in March 2009. 1.83 1.84 Related Agreements. Defined in Section 6.1(a). Remaining Employees. Defined in Section 13.1(a).

1.85 Royalty 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 forth on Exhibit A. 1.86 Sale Order. The sale order entered by the Bankruptcy Court approving the consummation of the purchase and sale of the Alaska Interests as contemplated by this Agreement. 1.87 Sale Procedures Order. The Sale Procedures Order attached hereto as Exhibit F, which was entered by the Bankruptcy Court on July 1, 2009.

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1.88 Securities Act. The Securities Act of 1933, as amended, or any successor law thereto, as well as all regulations and rules issued pursuant to that act or any such successor law thereto. 1.89 1.90 Seller or Sellers. Defined in the preamble of this Agreement. Silver Point. Silver Point Finance, LLC.

1.91 Site Visit Indemnity Agreement. The Agreement for Indemnification and Responsibility for Damages to the Subject Properties in Connection with Site Visit and Investigation to be executed between Sellers and Buyer in substantially the form attached as Exhibit E, as it may be amended and supplemented. 1.92 Strict Liability. Includes strict statutory liability, strict products liability and strict environmental liability. 1.93 Successor Operator Approval. Final, unconditional approval by the DNR and any other applicable Governmental Entity of the Buyer as the successor operator for the Alaska Interests operated by PERL pursuant to the Transition Services Agreement. 1.94 Tangible Assets. All pipelines, flowlines, plants, gathering and processing systems, buildings, vehicles, compressors, meters, tanks, machinery, tools, pulling machines, utility lines, personal property, 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, fixtures, and improvements and other appurtenances, 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 attributable thereto. 1.95 Affiliates. 1.96 1.97 1.98 Third Party. A Person other than Buyer and its Affiliates or Sellers and their Title Defect. Defined in Section 5.1. Title Defect Notice. Defined in Section 5.2. Transaction Documents. Defined in Section 18.1.

1.99 Transition Services Agreement. A Transition Services Agreement to be entered into between PERL and Buyer at the Alaska Interests Closing, substantially in the form of Exhibit G. 1.100 Transition Termination Date. The date that the Transition Services Agreement expires or is terminated.

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1.101 Uncured Title Defect. Any Title Defect, other than a Minimal Defect, with respect to which Sellers do not cure or agree to cure pursuant to Section 5.5(a). 1.102 Uncured Title Defects Value. The aggregate Defect Value for all Uncured Title Defects. 1.103 Units. All rights in any pooled or unitized or communitized acreage by virtue of the Lands being a part thereof, as described on Exhibit A. 1.104 WARN Act. Defined in Section 13.2. 1.105 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 2 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. ARTICLE 3 PURCHASE PRICE 3.1 Purchase Price. The total purchase price for the Alaska Interests will be $7,000,000.00, subject to adjustment pursuant to Section 3.2 and Section 3.3 below (the Alaska Interests Purchase Price). 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, Property Taxes or Production Taxes, and penalties and interest, paid by Sellers and fairly attributable to Buyer pursuant to this Agreement, including any capital expenditures permitted under this Agreement pursuant to Section 6.5(a)(iv) (b) the amount 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; (c) the value of the following items, less any applicable Production Taxes, lease operating expenses, transportation costs, tariffs (including any tariffs payable to

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CIPL for Oil delivered to the custody transfer meter), taxes and royalties associated with such items: (i) all Oil and Gas in pipelines or in tanks upstream of the sales custody transfer meter at the Effective Time that are fairly attributable to the Properties, which shall have a value equal to the monthly average market price (as posted by DNR for Cook Inlet) for the month the Oil or Gas is actually sold. or, if applicable, the contract price in effect as of the date the Oil or Gas is shipped; Lease operating expenses are the responsibility of Sellers between the Closing date and the date of the first lift, and Sellers will have all rights to the production over the same time period; (ii) all Oil and Gas held by Sellers or by CIPL for the account of Sellers) at the Effective Time, which shall have a value equal to the monthly average market price (as posted by DNR for Cook Inlet) for the month the Oil or Gas is actually sold or, if applicable, the contract price in effect as of the date the Oil or Gas is shipped; (iii) all Imbalances owed to Sellers by a Third Party as of the Effective Time, multiplied by $60.00 per Bbl in the case of Oil and $9.00 per MMBTU in the case of Gas; (d) the amount of any taxes paid by Sellers pursuant to Article 11;

(e) the amount of all proceeds, receipts (including producing receipts, drilling receipts and construction overhead receipts), reimbursements, credits, and income paid to or received by Buyer, including proceeds from the sale of Oil and Gas (excluding the Oil and Gas accounted for in Sections 3.2(c)(i) and 3.2(c)(ii)), net of all applicable Property Taxes and Production Taxes and royalties paid by Buyer, that are fairly attributable to Sellers pursuant to this Agreement; (f) the amount of any costs and expenses incurred by Sellers in connection with the renewal or preservation of Leases or rights as provided in the last paragraph of Section 5.1; and (g) an amount equal to the revenue generated from production from the Alaska Interests for the period between the Effective Time and the time of the first lift of production from the Alaska Interests that occurs after the Effective Time. 3.3 Decreases in Alaska Interests Purchase Price. The Alaska Interests Purchase Price will be decreased by the following amounts: (a) an amount equal to any costs and expenses, accounts payable and other disbursements, including royalties, rentals, Property Taxes or Production Taxes, and penalties and interest, that are paid by Buyer and fairly attributable to Seller pursuant to this Agreement;

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(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, that are fairly attributable to Buyer pursuant to this Agreement; (c) the amount of any suspended funds retained by Sellers pursuant to Section 10.6(a); (d) the amount, if any, by which the aggregate of the Uncured Title Defects Value exceeds $1,000,000; provided, however, that in no event will the Alaska Interests Purchase Price be decreased under this Section 3.3(d) by more than $2,500,000; and provided, further, that if the aggregate of the Uncured Title Defects Value exceeds $3,500,000 Buyer shall have the right to terminate this Agreement; (e) the Allocated Value of all Properties subject to a preferential right to purchase and not sold to Buyer at the Alaska Interests Closing pursuant to Section 6.6; (f) the value of all Imbalances owed by Sellers to a Third Party as of the Effective Time, multiplied by $60.00 per Bbl in the case of Oil and $9.00 per MMBTU in the case of Gas; and (g) an amount equal to the lease operating expenses (calculated in accordance with Sellers customary and historical method for PERLs audited financial statements) for the Alaska Interests for the period between the Effective Time and the time of the first lift of production from the Alaska Interests that occurs after the Effective Time. ARTICLE 4 BUYERS REVIEW 4.1 Buyers 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 Buyers 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 writing if it wishes to review files or data in addition to those previously provided, but Sellers obligation to provide additional files or data shall be limited to files 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 (INCLUDING PERSONNEL RECORDS), OR INFORMATION THE DISSEMINATION OF WHICH IS RESTRICTED BY APPLICABLE LAW OR CONTRACTS BETWEEN SELLERS AND ANY THIRD PARTY. Sellers have no 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 Governmental Entity on request. -22-

(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 Property, 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 (except in strict accordance with the adjustment provisions of Section 3.2 and Section 3.3), indemnification or any other recourse of any kind whatsoever against Sellers or any of their respective Associated Parties if Title Defects arise after the Execution Date. Buyer has undertaken 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 Parties. 4.2 Access to Assets and Properties.

(a) Buyer acknowledges that it has had the opportunity to inspect and inventory the Tangible Assets and the Properties before the Execution Date. On Buyers request, Sellers will provide additional access to the Tangible Assets and the Properties at any reasonable time before the Alaska Interests Closing on and subject to the terms of the Site Visit Indemnity Agreement. (b) All visits to the premises and facilities by Buyer and on Buyers behalf will be scheduled by mutual consent of the Parties, subject to Buyers providing Sellers at least five Business Days written notice of the locations that it wishes to visit and the proposed times. Sellers may accompany Buyer and its Associated Parties during their site visits. Entry onto the Tangible Assets and the Properties will be subject to Third-Party restrictions, if any, and to Sellers safety, industrial hygiene and drug and alcohol requirements, and at Buyers sole risk and expense (including the cost of helicopter and boat charters to access platforms). 4.3 Environmental Review. Prior to the Execution Date, Buyer and its Associated Parties were offered an 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 Tangible Assets; Casualty Loss.

(a) Buyer acknowledges that (i) prior to the Execution Date, it has had the opportunity to inspect and inventory the condition of the Tangible Assets and Properties to its satisfaction and (ii) there will 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 during Buyers inspections may be used or replaced with items of substantially equivalent condition and value before the Alaska Interests Closing as a result of normal and customary operations. (b) Through and until the Alaska Interests Closing, Sellers shall notify Buyer of each instance of Casualty Loss to the Tangible Assets or any part thereof occurring

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from and after the Execution Date, to the extent known to Sellers and to the extent the estimated amount of such Casualty Amount is a Material Amount. (c) If, after the Effective Time, any portion of the Tangible Assets suffers a Casualty Loss (including as a result of volcanic activity or other acts of God) the amount of which is a Material Amount, Buyer shall have the election to proceed with Closing nonetheless with no reduction in the Alaska Interests Purchase Price or terminate this Agreement and have the Alaska Interests Deposit returned. 4.5 No Representation or Warranty of Accuracy; Disclaimer.

(a) Sellers make no representation or warranty whatsoever (express, statutory or implied) and expressly disclaim all representations and warranties as to the accuracy or completeness of the files or any other information that they have provided to Buyer or may provide to Buyer or that have been provided or may be provided by Sellers Associated Parties or other Persons. Conveyance of the Alaska Interests (including the Tangible Assets) and the Properties shall be without representation or warranty 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 part 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 will be deemed to have satisfied itself entirely as to the type, 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. (b) BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS HAVE NOT MADE, AND WILL NOT MAKE, ANY REPRESENTATION OR WARRANTY WHATSOEVER (EXPRESS, IMPLIED OR STATUTORY) IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS 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 ANY OTHER PERSON) IS AUTHORIZED TO MAKE ANY WARRANTY 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 BUYERS SOLE RISK.

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4.6 Acknowledgments of Buyer. 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 will occur as a result of such use and that Sellers have disclosed, and Buyer is further aware, that there exists the possibility that there could have occurred or will 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 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 surrounding 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 warranties set forth in Section 16.1 may not be revealed by Buyers own investigation. Buyer, with full knowledge of the foregoing and after 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 FAULTS basis, waives any other rights of indemnification, contribution or recourse it may have against or from Sellers or any of their Associated Parties with respect to the condition of the Alaska Interests, including the environmental condition of the Tangible Assets, the Properties and the surrounding environment and any and all damage to the Tangible Assets, the Properties and the surrounding 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 FAULTS 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 warranty, 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 forth in

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this Agreement to the contrary, such waiver and release includes a waiver and release of express warranties, implied warranties, warranties of fitness for a particular use, warranties of merchantability, warranties of habitability, Strict 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 Strict Liability type claims and rights; (e) In connection with the waivers, releases and limitations of liability set forth 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 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 unknown, 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 Witt v. Watkins, 579 P.2d 1065 (Alaska 1978), Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown 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 unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants 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 unknown 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 forth 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 Buyers own abilities and skills 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

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(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 Government Entities. (v) Sellers do not represent or warrant that ownership, use, operation, maintenance, improvement or abandonment of any intellectual property rights included within the Alaska Interests or owned or held by CIPL would not infringe any patent, copyright, trademark or trade secret rights of any Person. By initialing where indicated below, Buyer specifically agrees to the foregoing acknowledgements, disclaimers and releases in this Section 4.6. BUYER ____________ (Initials) 4.7 Independent Evaluation. Buyer has made an independent evaluation of the Alaska Interests (including the Tangible Assets) and the Properties, and acknowledges that Sellers have made no statements or representations concerning the present or future value of the anticipated income, costs or profits, if any, to be derived from the Properties 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 produced from the Alaska Interests and the Properties, and that SELLERS DO NOT IMPLIEDLY OR EXPRESSLY WARRANT ANY DESCRIPTION, TITLE, VALUE, QUALITY OR PHYSICAL CONDITION OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) OR THE PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES), MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) OR PROPERTIES, OR OTHER PERSONAL PROPERTY OR FIXTURES LOCATED THEREON OR USED IN CONNECTION THEREWITH. Buyer further acknowledges that, in entering into this Agreement, it has relied solely upon its independent examination of the Alaska Interests (including the Tangible Assets and the Properties) and the public records relating to the Alaska Interests (including the Tangible Assets and the Properties) and its independent estimates, computations, evaluations, reports, and studies based thereon. Buyer acknowledges that it has made such investigation of the Property Conditions as Buyer deems adequate, and shall rely solely upon its own investigation of such conditions and not upon any statement or opinion by Sellers or any Associated Party of Sellers or any Third Party. Except for representations in Section 16.1, Sellers shall not be responsible for any innocent or negligent misrepresentation or failure to investigate the Alaska Interests on the part of Sellers, any Associated Party of Sellers or any Third Party.

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4.8

Buyers Confidentiality Obligations; Press Releases.

(a) Except as set forth in Section 18.8, Buyer will keep confidential all information concerning the Alaska Interests (including the Tangible Assets) , as set forth in the Confidentiality Agreement and the Site Indemnity Agreement. (b) In the event of termination of this Agreement, Buyer shall promptly, and in any event within five days of such termination, (i) return to Sellers all documentation or other information concerning the Alaska Interests or otherwise pursuant to or in connection with this Agreement, that it obtained from Sellers or any Associated Party of Sellers or CIPL, (ii) destroy all of its work papers and analyses that incorporate the information, and (iii) be subject to these confidentiality obligations for five years after the Execution Date, all in accordance with the Confidentiality Agreement. However, if the Alaska Interests Closing occurs, then Buyers confidentiality obligations under this Section 4.8 with respect to the Alaska Interests will not survive the Alaska Interests Closing. ARTICLE 5 TITLE AND TITLE DEFECTS 5.1 Title Defect. Title Defect means any one or more of the following, provided, however, that each of the following is subject in all respects to any disclosure on Exhibit A or Exhibit B to the contrary, including the disclosure of any mortgage, deed of trust, lien, Encumbrance, Claim, royalty, obligation or interest: (a) Sellers title to all or any part of the Alaska Interests becomes subject to an outstanding mortgage, deed of trust, lien or other monetary encumbrance or adverse Claim not listed or referenced on Exhibit A or Exhibit B that would induce a purchaser to suspend payment of proceeds for the Alaska Interest or require the furnishing of security or indemnity. Evidence that Sellers receive their full share of proceeds from a purchaser or Third-Party operator for an Alaska Interest shall constitute a presumption that no Title Defect exists with respect to such Alaska Interest; (b) Sellers working interest would be reduced if a Third Party were to exercise a reversionary, back-in or other similar right affecting Sellers title to the Leases not listed or referenced on Exhibit A or Exhibit B; or (c) Sellers default in any material respect under a material provision of a lease, farmout agreement or other Contract, which default results in a material loss of title to any part of the Alaska Interests; provided, however, that the term Title Defect does not include (i) a lien or encumbrance in the form of a judgment secured by a supersedes bond or other security approved by the court issuing the order; or (ii) the loss of lease acreage between the Execution Date and the Alaska Interests Closing Date because the term of a Lease expires (provided, that if such Lease may be renewed, at the written request of Buyer, Sellers shall renew such Lease for the benefit of Buyer at Sellers cost and expense and any such cost or expense shall constitute an increase in the Purchase Price). Buyer acknowledges that Escopeta has paid the overdue rentals in order to preserve the Corsair -28-

Prospect lease, and Buyer shall be solely responsible for negotiating with Escopeta as to the effects of this payment by Escopeta on the Farmout Letter Agreement among Escopeta, PEAO and PERL dated February 11, 2009 which is being assigned to Buyer pursuant to this Agreement. 5.2 Title Defect Notice. Buyer will have until three Business Days prior to the Alaska Interests Closing Date to provide Sellers a written notice (Title Defect Notice) of any Title Defect that Buyer in good faith finds unacceptable. Each Title Defect Notice must include, in reasonable detail, a description of (a) the Alaska Interest with respect to which the claimed Title Defect relates, (b) the nature of such claimed Title Defect, and (c) Buyers calculation of the Defect Value in accordance with the guidelines set forth in Section 5.4. Any Title Defect that is not identified by a timely-delivered Title Defect Notice will thereafter be forever waived by Buyer and such Title Defect will transfer with the affected Alaska Interest. 5.3 Determination of Title Defects and Defect Values.

(a) Within three Business Days after Sellers receipt of a Title Defect Notice, Sellers will notify Buyer as to whether Sellers agree with the Title Defect claimed therein and/or the proposed Defect Value attributed to such Title Defect. If Sellers do not agree with any such claimed Title Defect and/or any such proposed Defect Value, then the Parties will promptly enter into good faith negotiations and will attempt to agree on such matters. The value agreed to by the Parties with respect to a Title Defect will be the Defect Value for such Title Defect. (b) If the Parties do not reach an agreement concerning either the existence of a Title Defect or the associated Defect Value within five Business Days after Sellers receipt of a Title Defect Notice, then, upon Sellers or Buyers written request, the disputes will be submitted to the Bankruptcy Court for resolution. 5.4 Calculation of Defect Value.

(a) If, because of a Title Defect, title to or Sellers rights in a particular Alaska Interest fails completely with the effect that Sellers have no ownership interest in such Alaska Interest, the Defect Value will be the Allocated Value of such Alaska Interest. (b) If a Title Defect exists because Sellers own a lesser Net Revenue Interest in a Property, then the Defect Value will be the Allocated Value for such Property multiplied by a fraction (i) the numerator of which is the net present value, as of the Effective Time, of Sellers interest in the future net revenues from such Property (the PV-NRI) minus the net present value as of the Effective Time, of Sellers interest in the future net revenues from such Property calculated based upon the same production, cost, and assumed future price estimates and discount rate and such other methods, techniques and assumptions utilized but taking into account the Title Defect, and (ii) the denominator of which is the PV-NRI. (c) If a Title Defect is a lien, encumbrance or other charge upon a particular Alaska Interest that is liquidated in amount, then the Defect Value for such Title Defect

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shall be the amount necessary to be paid to remove the Title Defect from the affected Alaska Interest. (d) If a Title Defect represents an obligation or burden upon a particular Alaska Interest of a type not described in Section 5.4(b) or Section 5.4(c), then the Defect Value with respect to such Title Defect will be the sum the Parties mutually agreed upon in good faith as the present value of the adverse economic effect such Title Defect will have on such Alaska Interest. If the Parties cannot reach an agreement as to such Defect Value, then the dispute will be submitted to the Bankruptcy Court for resolution. (e) If less than 100% of the assets comprising an Alaska Interest is subject to a Title Defect, the Parties agree that only the value of the portion of the Alaska Interest affected by the Title Defect will be used to consider the Defect Value; accordingly, the Parties agree that the value of any portion of the Alaska Interest (if less than 100% of the Alaska Interest) affected by the Title Defect will be based on an amount equal to (i) the product of (A) the Allocated Value of 100% of such Alaska Interest and (B) a fraction, the numerator of which is the average weighted production of the portion of the Alaska Interest affected by the Title Defect and the denominator of which is the aggregate average weighted production of 100% of the Alaska Interest, or (ii) if the Alaska Interest is not a producing Alaska Interest, as reasonably agreed to among the Parties. The Parties agree that the phrase average weighted production as used herein will be based on the historical production information from Sellers records for the three full calendar months immediately preceding the Execution Date. (f) Notwithstanding the foregoing provisions of this Section 5.4, a Title Defect with respect to an Easement will be deemed a Title Defect of the Property serviced by such Easement, unless an appropriate replacement Easement is obtained by Sellers therefor. (g) The calculation of a Defect Value will take into consideration any and all applicable guidelines set forth in Sections 5.4(a) through 5.4(f). 5.5 Consequences of Title Defect. Sellers will have five Business Days after the final determination of a Title Defect and its associated Defect Value to elect, in their sole discretion, by written notice to the Buyer, any of the following: (a) (b) to cure, or agree to cure, the Title Defect; or that the Title Defect be an Uncured Title Defect.

In connection with the exercise of the option set forth in the preceding clause (a), Sellers may delay the Alaska Interests Closing for up to 30 days while they investigate the Title Defect and possible curative measures, and such right to delay the Alaska Interests Closing will be in addition to any other rights of Sellers to delay the Alaska Interests Closing under this Agreement. 5.6 Description and Other Errors. If either Party determines, either before or within 30 days after the Alaska Interests Closing, that the description of an Alaska Interest is

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incorrect or that certain Alaska Interests were erroneously included in or erroneously excluded from the respective definitions thereof, other sales information or any conveyancing instruments, then Sellers and Buyer shall meet and use their respective commercially reasonable efforts to resolve the error without need of further consideration, and shall, as applicable, execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, such other instruments of conveyance and take such other actions as either Party reasonably may request in connection therewith. If the Parties cannot resolve any such purported error within 15 days of the commencement of negotiations, then the issue will be submitted to the Bankruptcy Court for resolution. ARTICLE 6 CERTAIN COVENANTS BETWEEN EXECUTION DATE AND CLOSINGS 6.1 Related Agreements.

(a) Except as otherwise provided in this Agreement, the sale of the Alaska Interests will be subject to the terms and conditions of all oil, gas and mineral leases, assignments, subleases, farmout agreements, unit agreements, joint operating agreements, pooling agreements, letter agreements, easements, rights-of-way, gathering and transportation agreements, obligations and other Contracts, in each case to the extent that Sellers are parties (or as such Contracts 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). Schedule 6 contains a list of the Related Agreements. (b) At the Alaska Interests Closing and to the extent approved by the Sale Order, the Parties will execute and deliver all documents necessary for Buyer to assume the Related Agreements, and the Buyer shall assume all of Sellers obligations and liabilities under the Related Agreements, subject to the terms of the Transition Agreement. Buyers obligations shall apply to all Related Agreements, whether or not recorded. 6.2 Third Party 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, parties to agreements, Governmental Entities having jurisdiction (including a borough, municipality, city, or village in the State of Alaska, the State of Alaska, Department 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 Department of the Interior, Bureau of Indian Affairs, the Federal Communications Commission, the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office and the Regulatory Commission of Alaska), or any other Third Party.

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(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 Governmental Entities having jurisdiction (including a borough, municipality, city, or village in the State of Alaska, the State of Alaska, Department 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 Department of the Interior, Bureau of Indian Affairs, the Federal Communications Commission, the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office and the Regulatory Commission of Alaska). At least one day before the Alaska Interests Closing Date, Buyer shall furnish to Sellers with copies, or other acceptable proof, of the granting or receipt of (1) Buyers qualification to do business in Alaska as reflected by a Department of Commerce Good Standing Certificate, (2) Buyers qualification certificate or card; incumbency certificate, contact list and Power of Attorney from the Department of Natural Resources; (3) Buyers completed Mental Health Trust Questionnaire as required by the Trust Lands Office; and (4) Buyers qualification certificate or card from the Bureau of Land Management. (c) If Buyer does not furnish Sellers with all Consents (other than the PostClosing Approvals) applicable to the sale of the Alaska Interests from any Governmental Entities having jurisdiction (including a borough, municipality, city, or village in the State of Alaska, the State of Alaska, Department 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, Department of Natural Resources, Mental Health Trust Land Office) at least one day before the Alaska Interests Closing Date, 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 Party for the delay, to permit Buyer to obtain the Consents; or (ii) waive the condition set forth in Section 7.3(d) and proceed with the Alaska Interests Closing without all Consents. (d) During the Transition Services Period, Sellers shall cooperate with Buyer in obtaining all Consents (with the exception of the Consents from any Governmental Entities having jurisdiction). To the extent that, despite the reasonable efforts of Buyer and Sellers, Buyer is unable to obtain a necessary Consent (other than a Consent from any Governmental Entity having jurisdiction) such failure shall constitute a Title Defect and shall be subject to the provisions of Article 5. 6.3 Termination of Sellers Insurance. Until the Alaska Interests Closing Date, Sellers shall maintain all insurance that they have provided for the Alaska Interests or the Property, including any insurance they or any of their Affiliates may carry as operator of any Alaska Interests. At the Alaska Interests Closing, Sellers shall assign to Buyer all Sellers right title and interest in any proceeds to be received pursuant to such insurance policies with respect to any casualty or loss related to the Alaska Interests (other than the Redoubt Interruption Claim) occurring between the Effective Time and the Alaska Interests Closing Date, provided there has been no Purchase Price adjustment as a result of the event giving rise to the proceeds.

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6.4

Conduct of Business Pending the Alaska Interests Closing.

(a) Subject in all respects to the requirements and restrictions of, or as may result from or relate to, the Bankruptcy Case and orders entered therein, or the Credit Agreements, from the Execution Date to the Alaska Interests Closing Date, except as provided herein or as otherwise consented to in writing by Buyer, Sellers, on a joint and several basis, will: (i) not act in any manner with respect to the Properties other than in the normal, usual and customary manner, 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, surplus 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 will 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 customary manner, 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 to be 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; (viii) not, except as otherwise provided in this Agreement, amend or terminate, or violate, breach, or default under, any Assumed Contract; (ix) use commercially reasonable efforts to preserve relationships with each Third Party 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

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(xi)

comply in all material respects with all Applicable Laws.

(b) Notwithstanding anything in Section 6.5(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 that may fail on or after the Execution Date. 6.5 Preferential Rights to Purchase.

(a) Sellers shall use the Allocated Value to provide any required preferential right to purchase notifications. Sellers shall provide such notifications promptly after the Execution Date with respect to each applicable Property and shall comply in all material respects with the agreement in which the applicable preferential purchase right arises insofar as it pertains to such preferential right, to the extent required or authorized by the Bankruptcy Court. (b) If, prior to the Alaska Interests Closing Date, a holder of a preferential purchase right notifies Sellers that it elects to exercise its rights with respect to a Property (in accordance with the agreement under which the preferential purchase right arises), such Property will not be sold to Buyer (subject to the remaining provisions in this Section 6.6), and the Alaska Interests Purchase Price will be reduced by the relevant Allocated Value or, if the preferential right affects less than 100% of such Property, a pro rata portion thereof calculated using the methodology contemplated by Section 6.6(c), and the Parties will remove such Property (or portion thereof) from this Agreement. Sellers shall promptly notify Buyer of the exercise of any preferential purchase rights in respect of the Properties. Notwithstanding the aforementioned, Buyer remains obligated to purchase the remainder of the Properties not affected by exercised preferential purchase rights in accordance with this Agreement. (c) If less than 100% of a Property is purchased pursuant to the exercise of a preferential purchase right, the Parties agree that only the value of the purchased portion of the Property will be used to consider an adjustment to the Alaska Interests Purchase Price pursuant to Section 6.6(b); accordingly, the Parties agree that the value of any portion of the Property (if less than 100% of the Property) purchased pursuant to the exercise of a preferential purchase right will be based on an amount equal to (i) the product of (A) the Allocated Value of 100% of such Property and (B) a fraction, the numerator of which is the average weighted production of the purchased portion of the Property and the denominator of which is the aggregate average weighted production of 100% of the Property, or (ii) if the Property is not a producing Property, as reasonably agreed to among the Parties. The Parties agree that the phrase average weighted production as used herein will be based on the historical production information from Sellers records for the three full calendar months immediately preceding the Execution Date. (d) If for any reason the purchase and sale of a Property or portion thereof covered by an exercised preferential purchase right is not or cannot be consummated with the holder of the preferential purchase right within [120] days after the Alaska Interests

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Closing Date and the holder of such preferential right does not object, or waives any objection, to the satisfaction of Buyer, to a sale of such Property hereunder, Sellers shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Sellers, within ten Business Days after Sellers prompt notice of the same to Buyer, such Properties pursuant to the terms of this Agreement and for a purchase price equal to the Allocated Value (or any portion thereof pursuant to Section 6.6(c)) (provided, that Alaska Interests Closing Date with respect to such Properties shall mean the date of assignment of such Properties from Sellers to Buyer). 6.6 Sale Procedures. The sale procedures regarding the transactions contemplated by this Agreement will be governed by the Sale Procedures Order and any other applicable orders, including the Sale Order, entered by the Bankruptcy Court. 6.7 Payment of Deposits. On or before the deadline required by the Sale Procedures Order, Buyer shall pay to Sellers by wire transfer of immediately available funds to an account or accounts specified by Sellers an amount prescribed in the Sale Procedures Order with respect to the Alaska Interests Purchase Price (without taking into account any adjustments pursuant to Section 3.2 or Section 3.3) (the Alaska Interests Deposit). The Alaska Interests Deposit shall be nonrefundable except as specifically set forth in Article 9. At the Alaska Interests Closing, the Alaska Interests Deposit shall be applied to the Preliminary Alaska Interests Purchase Price. ARTICLE 7 ALASKA INTERESTS CLOSING 7.1 Alaska Interests Closing Date. 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 or before August 7, 2009 or at such other time and place as the Parties may agree; provided, however, that the Alaska Interests Closing shall in any event be effective as of the Effective Time. 7.2 Closing Obligations; Deliveries. Subject to the satisfaction of all of the conditions precedent to the Alaska Interests Closing set forth in this Article 7, at the Alaska Interests Closing the following shall occur: (a) Certificate of Buyer. 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 Buyers duly authorized officer, certifying as to (i) Buyers acknowledgement and agreement to the acknowledgements, disclaimers and releases set forth in Section 4.6, (ii) compliance with the conditions set forth in Section 7.3(a) and (iii) the incumbency and specimen signature of each officer of Buyer executing this Agreement and the other Transaction Documents to which Buyer is or is intended to be a party. (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

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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 party. (c) Assignment and Bill of Sale. Sellers and Buyer shall execute and deliver counterparts of the Assignment and Bill of Sale. The Assignment and Bill of Sale, when delivered at the Alaska Interests Closing, shall be effective as of the Effective Time, be without warranty 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 Assignment and Bill of Sale shall not, however, state or warrant the interests in the Alaska Interests assigned to Buyer. (ii) The Parties shall execute and acknowledge any such other instruments reasonably necessary to effectuate the conveyance of the Alaska Interests to Buyer, including without limitation, separate instruments on any officially approved form for the assignment of the Leases and for each Lease, Easement, franchise, license or similar interest issued by a Governmental Entity. (d) Letters in Lieu. Sellers shall prepare and the Parties shall execute lettersin-lieu-of-transfer orders (or other instruments) 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(b) related to the sale of the Alaska Interests. (f) Financial Security. Buyer shall deliver to Sellers evidence reasonably satisfactory to Sellers of Buyers ability to perform fully its financial obligations under this Agreement, including Abandonment Obligations, together with evidence reasonably satisfactory to Sellers that Buyer has otherwise satisfied all requirements of Applicable Law with respect to transfer of the Alaska Interests, including Buyers delivery to Sellers of the original counterpart of all Governmental Bonds. (g) Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Preliminary Alaska Interests Purchase Price, less the amount of the Alaska Interests Deposit (which shall be credited toward the Alaska Interests Purchase Price), by wire transfer of immediately available funds to an account or accounts specified by Sellers. (h) Transition Services Agreement. PERL and Buyer shall execute and deliver counterparts of the Transition Services Agreement. (i) Non-Foreign Affidavit. Each Seller shall execute and deliver to Buyer a Non-Foreign Affidavit in substantially the form attached hereto as Exhibit D.

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(j) Change of Operator Documentation. Buyer shall deliver to Sellers evidence reasonably satisfactory to Sellers of the following: (i) that Buyer has complied with the requirements of all Applicable Laws relating to the transfer of operatorship of the Alaska Interests, including those regarding the assumption of responsibility for the Abandonment Obligations, and each other platform and facility that is included in the applicable Alaska Interests or located on the Property; (ii) that each appropriate bond, surety letter, letter of credit, other financial security or Required Bond has been accepted by the relevant Governmental Entities in respect of the change of operator of the Alaska Interests; and (iii) that Buyer obtained all necessary permits or transfers of permits to operate the Alaska Interests (other than the Successor Operator Approval). (k) Site Visit Indemnity Agreement. Buyer shall execute and deliver the Site Visit Indemnity Agreement to Sellers. (l) Other Documents. The Parties 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 assignments, deeds, assumption agreements, additional bills of sale and the like, as well as instruments necessary 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. (m) Delivery of Possession. Sellers shall deliver possession of the Tangible Assets to Buyer at Buyers expense as soon as practicable after the Alaska Interests Closing Date. 7.3 Sellers Conditions. The obligations of Sellers to be performed at the Alaska Interests Closing are subject to the satisfaction or waiver in writing by Sellers at or prior to the Alaska Interests Closing, of the following conditions: (a) Representations True; Performance of Obligations. All representations and warranties 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 warranties 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 performed and satisfied by it at or prior to the Alaska Interests Closing. (b) No Pending Suits. No suit or other proceeding shall be pending or threatened before any court or Governmental 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.

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(c) Governmental Bonds. Buyer shall have delivered to Sellers copies of all Governmental Bonds, together with evidence satisfactory to Sellers that all Governmental Bonds have been accepted by the applicable Governmental Entities; and Buyer shall have delivered to Sellers evidence reasonably satisfactory to Sellers that Buyer has otherwise satisfied all requirements of Applicable Law with respect to transfer of the Alaska Interests. (d) 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. (e) Insurance. Sellers shall have received certificates, dated as of a date no more than five days prior to the Alaska Interests Closing Date, from Buyers insurers certifying that (i) Buyer has purchased insurance (on a claims made basis) covering Buyers ownership and operation of the Tangible Assets and Property 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. (f) Change of Operator. Buyer shall have obtained all regulatory approvals and permits and satisfied all requirements of financial security to operate the Alaska Interests (other than the Successor Operator Approval). (g) Additional Documents. Buyer shall have delivered or provided to Sellers all Contracts, information, approvals, documents and instruments (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. (h) Bankruptcy Court Approval. The Bankruptcy Court shall have issued the Sale Order and the Sale Order shall not have been reversed, stayed or vacated. (i) Actions. Buyer shall have taken all actions described in Section 7.2 as being required of Buyer. 7.4 Buyers Conditions. The obligations of Buyer to be performed 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 warranties 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 warranties were made at and as of the Closing, and Sellers shall have performed and satisfied in all material respects all obligations required by this Agreement to be performed and satisfied by them at or prior to the Alaska Interests Closing. (b) No Pending Suits. No suit or other proceeding shall be pending or threatened before any court or Governmental 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.

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(c) Bankruptcy Court Approval. The Bankruptcy Court shall have issued the Sale Order and the Sale Order shall not have been reversed, stayed or vacated. (d) Actions. Sellers shall have taken all actions described in Section 7.2 as being required of Sellers. ARTICLE 8 RESERVED ARTICLE 9 TERMINATION 9.1 Events of Termination. This Agreement may be terminated at any time prior to the Alaska Interests Closing: (a) (b) as provided in Sections 3.3(d) and 5.5(c); by mutual written consent of Buyer and Sellers;

(c) by Sellers, if the Alaska Interests Closing has not occurred on or before August [14], 2009 through no fault of Buyer; (d) by Sellers, if the Alaska Interests Closing has not occurred on or before August [14], 2009 due, in whole or in part, to Buyers failure to perform any covenant or obligation contained in this Agreement that is required to be performed by such date (including Buyers failure to obtain any Consents that are the responsibility of Buyer); (e) by either Sellers or Buyer, if the Bankruptcy Court does not enter the Sale Procedures Order and the Sale Order on or before September 10, 2009; (f) by Sellers, with written notice to Buyer if there is a material violation or breach by Buyer of any covenant, representation, warranty 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; or (g) by Buyer, with written notice to Sellers if there is a material violation or breach by Sellers of any covenant, representation, warranty or obligation contained in this Agreement and such violation or breach has not been waived by Buyer or cured by Seller within seven days after receipt of written notice thereof from Buyer. 9.2 Effect of Termination. (a) Liability; Alaska Interests Deposit.

(i) If this Agreement is terminated pursuant to Section 9.1(a), 9.1(b), 9.1(c), 9.1(e) or 9.1(g), such termination shall be without liability to any Party and Sellers shall refund the Alaska Interests Deposit to Buyer, less any costs or expenses incurred by Seller at the direction of Buyer pursuant to the last

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paragraph of Section 5.1, within three Business Days of the date of such termination. (ii) If this Agreement is terminated pursuant to Section 9.1(d) or 9.1(f), Buyer shall forfeit the Alaska Interests Deposit, which shall be retained by Sellers as liquidated damages, and such termination shall otherwise be without liability to any Party. (b) Survival of Confidentiality. Notwithstanding the termination of this Agreement or any other provision of this Agreement to the contrary, the terms of any confidentiality provisions contained in the Site Visit Indemnity Agreement and 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 Filing and Recording. Sellers will decide which Party will file or record the conveyance documents in the appropriate governmental records. The recording Party will provide either the original or photocopies of the filed or recorded document, including the recording data, as agreed to by the Parties, to the non-recording Party. 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 during regular business hours 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 a longer period if required by Applicable Law). Sellers may, during 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, execute, acknowledge and deliver in proper form any conveyance, assignment, transfer or other instrument reasonably necessary to accomplish the sale of Alaska Interests and related obligations contemplated by this Agreement (including the correction of scriveners errors in the preparation of documents delivered at the Alaska Interests Closing).

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10.4

Post-Closing Consents.

(a) If the Alaska Interests Closing occurs without all necessary Consents (other than the Successor Operator Approval), Buyer shall use its best efforts and proceed diligently after the Alaska Interests Closing to obtain and promptly provide evidence of such Consents to Sellers. Buyer shall also use its best efforts and proceed diligently after the Alaska Interests Closing to obtain and promptly provide evidence to Sellers of the Successor Operator Approval. (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 portion of the Alaska Interests that requires approval for assignment. 10.5 Buyers Compliance. From and after the Alaska Interests Closing, Buyer shall comply with (a) all Applicable Laws applicable to Buyers ownership or operation of the Alaska Interests, and (b) all Related Agreements, in either case insofar as they concern or pertain to the Alaska Interests. If and when Buyer obtains Successor Operator Approval, Buyer shall comply with all Applicable Laws applicable to Buyers operatorship of the Alaska Interests. 10.6 Allocation of Proceeds, Costs and Expenses.

(a) All proceeds, receipts, reimbursements, receivables, credits and income attributable to the Alaska Interests, including all rights to production of Oil and Gas and proceeds from the sale of such production, to the extent accruing during the period prior to the Effective Time, shall be for the account of Sellers. (b) All proceeds, receipts, reimbursements, receivables, credits and income fairly attributable to the Alaska Interests, including all rights to production of Oil and Gas and proceeds from the sale of such production, accruing during the period from and after the Effective Time, shall be for the account of Buyer. For accounts pertaining to the Alaska Interests held by Sellers in suspense or escrow at the Effective Time, Sellers will pay in full the royalty accounts, if any, that were suspended because the amount due is less than the statutory minimum for payment and, as to all other such accounts, shall retain such funds and will disburse funds from time to time after the Alaska Interests Closing upon proof satisfactory to Sellers that the money is due to the Person claiming it. (c) Except as otherwise provided in this Agreement and subject to the Alaska Interests Purchase Price adjustments in Section 3.2 and Section 3.3, Sellers will be responsible for handling all invoices and making all payments and disbursements before the Alaska Interests Closing Date and Buyer will be responsible for handling all invoices and making all payments and disbursements on or after the Alaska Interests Closing Date. 10.7 Plugging and Abandoning Wells and Platforms; Remediation; Security for Buyers Obligations. (a) Buyer recognizes, assumes and covenants to either timely perform and accomplish properly, or cause to be timely performed and accomplished properly, in accordance with Applicable Law and the Related Agreements, all of Sellers obligations

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to plug, abandon, decommission, restore and remediate the Alaska Interests (including the Tangible Assets) and the Properties affected thereby, whether arising before, on or after the Effective Time, including obligations, as applicable, to: (i) obtain plugging exceptions in operators name for each Well with a current plugging exception, or permanently plug and abandon the Well; (ii) plug, abandon, and if necessary, 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 10.7(a), Abandonment Obligations). (b) Buyer will pay all costs and expenses associated with the obligations assumed under Section 10.7(a). Subject to Section 10.7(c), at the Alaska Interests Closing Buyer shall (i) deliver to Sellers satisfactory documentation that Buyer has secured all necessary bonds required by any Governmental Entity or Third Party in order to own and, where applicable, operate the Assets, and evidence that Buyer has obtained an appropriate release or assumption agreement from each obligee of the performance bonds identified on Schedule 3 in order that Sellers shall have no further obligations under such performance bonds subsequent to the Alaska Interests. (c) As of the Execution Date, the DNR has stated that the trust account for the Redoubt Unit will be $12,000,000. PERL has established an Escrow Agreement for Abandonment Liabilities for Redoubt Unit (Escrow Agreement) in favor of DNR into which PERL has deposited the sum of approximately $6,800,000. The terms of the Escrow Agreement between PERL and DNR anticipates that such Escrow Agreement shall be fully funded by March 1, 2010. Notwithstanding the Escrow Agreement, Buyer agrees to assume the Abandonment Obligations and shall secure all of Buyers postClosing plugging and abandonment and surface restoration obligations pertaining to the Redoubt Unit, providing for such terms by fully funding the existing escrow or by replacing such funds with a bond issued by an approved surety as is acceptable to Sellers and DNR in their reasonable discretion. (d) Buyer shall maintain accurate records of its actual expenditures incurred in performing the Abandonment Obligations, and shall promptly deliver to Sellers reasonably detailed reports of such expenditures certified by an independent accounting firm promptly after the end of each calendar year in which Abandonment Obligations are performed. For purposes of this Agreement, any expenditures for an Abandonment Obligation completion of which requires approval from a Governmental Entity or Third Party shall not be deemed expended until the calendar year in which such approval is obtained. Sellers or their authorized representatives may audit Buyers records for the purpose of verifying the actual expenditures incurred in performing the Abandonment -42-

Obligations. Any disputes concerning the amount of such expenditures or their attribution to performance of Abandonment Obligations shall be submitted to the Bankruptcy Court for resolution. 10.8 Preliminary Settlement Statement. Sellers will prepare, in accordance with this Agreement, a statement (Preliminary Settlement Statement), and deliver a copy to Buyer no later than three Business Days prior to the Alaska Interests Closing Date, 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 Preliminary Alaska Interests Purchase Price and showing the calculation of such adjustments in accordance with Article 3. Buyer will have one Business Day after receipt of the Preliminary Settlement Statement to review such statement and to provide written notice to Sellers of Buyers objection, if any, to any item on the Preliminary Settlement Statement. Buyers notice will clearly identify the item(s) objected to and the reasons and support for the objection(s). The Parties shall attempt to agree on the amount of the Preliminary Alaska Interests Purchase Price to be paid at the Alaska Interests Closing no later than one Business Day prior to the Alaska Interests Closing. If the Parties do not agree by that date, the arithmetic average of Sellers and Buyers respective good faith estimates shall be used to determine the adjustments to the Preliminary Alaska Interests Purchase Price. If Buyer does not provide written objection(s) within the one Business Day period, the Parties will treat the Preliminary Settlement Statement as correct for purposes of determining the Preliminary Alaska Interests Purchase Price. 10.9 Final Settlement Statement.

(a) Determination of Final Alaska Interests Purchase Price. After the Alaska Interests Closing, Sellers will prepare, in accordance with this Agreement, a statement (Final Settlement Statement), and deliver a copy to Buyer no later than the later of (i) 30 days after the Alaska Interests Closing Date, or (ii) three days following the last day of the month in which the last shipment or lift of Oil or Gas requiring an adjustment to the Alaska Interests Purchase Price pursuant to Section 3.2 or Section 3.3 occurs, setting forth its determination of each adjustment to the Alaska Interests Purchase Price but excluding any amounts paid by the Parties under Section 10.10 and Section 10.11, and showing the calculation of such adjustments in accordance with Article 3. Buyer will have five days after receipt of the Final Settlement Statement to review such statement and to provide written notice to Sellers of Buyers objection to any item on the statement. Buyers 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 Parties will treat the Final Settlement Statement as correct and the Final Alaska Interests Purchase Price will not be subject to further adjustment. If Buyer provides written 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 will meet to negotiate and resolve the objections within three days of Sellers receipt of Buyers objections. If the Parties agree on all objections, the Parties will treat the adjusted Final Settlement Statement as agreed upon by the Parties as correct and the Final Alaska Interests Purchase Price will not be subject to further adjustment. Any items not agreed to at the end of such three-day period may, upon either Sellers or Buyers written request, be submitted to the Bankruptcy Court for resolution.

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(b) Payment of Final Alaska Interests Purchase Price. If the Final Alaska Interests Purchase Price is more than the Preliminary Alaska Interests Purchase Price, Buyer will pay such difference to Sellers via wire transfer to an account or accounts specified by Sellers, in immediately available funds, within two Business Days after the Final Settlement Statement has been agreed to by the Parties or determined by the Bankruptcy Court, as applicable. If the Final Alaska Interests Purchase Price is less than the Preliminary Alaska Interests Purchase Price, Sellers will 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 Parties or as determined by the Bankruptcy Court, as applicable. 10.10 Post-Closing 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 Preliminary 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, Sellers shall pay to Buyer any and all amounts received after the Alaska Interests Closing by Sellers (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the ownership of the Alaska Interests on or after the Effective Time. The Party responsible for a payment required under this Section 10.10 shall pay the Party entitled to receive payment within ten Business Days after the end of the month in which such amounts were received by the Party responsible for payment and no further adjustments shall be made with respect to such amounts in the Final Settlement Statement. 10.11 Post-Closing 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 during the 30-day period immediately following the Alaska Interests Closing Date (to the extent not accounted for in the Preliminary 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 Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the ownership of the Alaska Interests on or after the Effective Time. The Party responsible for a payment required under this Section 10.11 shall pay the Party entitled to receive payment within ten Business Days after the end of the month in which such amounts were received by the Party responsible for payment and no further adjustments shall be made with respect to such amounts in the Final Settlement Statement. 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 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 on or after the Effective Time, and (c) no audit Claim of Sellers or Buyer related to joint operations

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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 concerning the Alaska Interests or Properties against any Third Party (to the extent such Claims, accounts receivable and rights would not be a recoupment or setoff against any Assumed Liability), which Claims, accounts receivable or rights accrue before the Effective Time (including those against overriding royalty owners, royalty owners, working-interest owners, and Oil or Gas purchasers), whether discovered before or after the Alaska Interests Closing. ARTICLE 11 TAXES, COSTS, AND FEES 11.1 Property Taxes. Property Taxes will be apportioned between Sellers and Buyer as of the Alaska Interests Closing Date. Whether the Alaska Interests are valued based on the previous years production or any other basis, Buyer is obligated to pay the current years 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 Alaska Interests Closing Date occurs or, if that assessment is not known, then the basis of the apportionment will be the assessment for the previous tax year. Buyer will be responsible for all Property Taxes and interest that are applied to the Alaska Interests retroactively after the Alaska Interests Closing Date. 11.2 Production Taxes. All Production Taxes attributable to the Alaska Interests will be apportioned between the Parties as of the Alaska Interests Closing Date. Sellers will be responsible for paying or withholding all Production Taxes that have accrued before the Alaska Interests Closing Date and for filing 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 Alaska Interests Closing Date; for filing all statements, returns, 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 Alaska Interests Closing Date. Buyer will pay all state and local taxes, including penalty and interest, if any, assessed after the Alaska Interests Closing Date against any Party attributable to periods after the Alaska Interests Closing Date with respect to this transaction or, if paid by Sellers, Buyer will promptly reimburse Sellers for amounts paid if related 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 Sellers income), and fees prior to the Alaska Interests Closing Date. Buyer will pay all state and local taxes, including penalty and interest, if any, assessed after the Alaska Interests Closing Date against any Party attributable to periods prior to the Alaska Interests Closing Date

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with respect to this transaction or, if paid by Buyer, Sellers will promptly reimburse Buyer for amounts paid if related to the period prior to the Effective Time. Buyer will pay all documentary stamp taxes and documentary transfer 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 be conducted under, subject and pursuant to the terms of the Transition Services Agreement. On the Transition Termination Date, operation of the Alaska Interests will be turned over to, and become the responsibility of, Buyer. 12.2 Removal of Signs. 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 Transition Termination Date, 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 Transition Termination Date, whichever occurs first, (b) install signs complying with 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 Property, or to confirm that Buyer has done so. If Sellers remove signs because Buyer has not done so, Sellers will charge its costs to Buyer, and Buyer will pay Sellers invoice within 15 days after receipt. 12.3 Risk of Loss. Unless this Agreement is terminated, the risk of loss 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 will 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 within ten days after the Execution Date (the Prospective Employees). Buyers offers of employment to the selected Prospective Employees shall be made in writing and shall be made during a Hiring Period beginning on the date of this Agreement and ending on the 30th day prior to the Transition Termination Date. Such offers may impose a ten-day deadline for response, so long as the deadline for response is within the Hiring Period. The date as of which employment with Buyer is to begin in accordance with all such offers shall be the day after the Transition Termination Date. Buyer may require that -46-

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 Buyers employment offers and become employees of Buyer on day after the Transition Termination 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 this Agreement shall affect Buyers 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 PERLs 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) At least five days prior to the Transition Termination Date, Buyer shall notify Sellers in writing as to the list of Affected Employees. 13.2 WARN Act Indemnification. Buyer shall indemnify Sellers and each of their Affiliates against all liabilities arising out of the notification or other requirements of the Worker Adjustment and Retraining Notification Act of 1988, as amended (WARN Act) and each comparable law of any state, with respect to the Affected Employees. Sellers shall reasonably cooperate with Buyer in taking all actions necessary prior to or, during the Transition Services Period, following the Alaska Interests Closing Date to comply with the provisions of the WARN Act. 13.3 General Employee Provisions.

(a) If any of the arrangements described in this Article 13 are determined by the U.S. Internal Revenue Service or other applicable Governmental Entity, or by a court of competent jurisdiction, to be prohibited by Applicable Law, Sellers and Buyer shall modify such arrangements to as closely as possible retain the intent and economic benefits and burdens of the parties as reflected herein in a manner 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 Article 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 Affiliates 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.

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ARTICLE 14 BUYERS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE; BUYERS OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION 14.1 Buyers Release and Discharge of Sellers and their Associated Parties. Buyer releases and discharges Sellers and their Associated Parties from each Claim and Liability relating to 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. BUYERS 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, WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR CONCURRENT. The only exception to Buyers release and discharge of Sellers and their Associated Parties is stated in Section 14.4(c), and the release and discharge are binding on Buyer and its successors and assigns. 14.2 Buyers Covenant Not to Sue Sellers or their Associated Parties. Buyer covenants not to sue Sellers or their Associated Parties 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. BUYERS 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 CONCURRENT. The only exception to Buyers covenant not to sue Sellers or their Associated Parties is stated in Section 14.4(c), and the covenant is binding on Buyer and its successors and assigns. 14.3 Buyers Obligations to Indemnify, Defend, and Hold Sellers and their Associated Parties Harmless. Buyer will indemnify, defend, and hold harmless Sellers and their Associated Parties for, and will 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 warranty made by Buyer in this Agreement, the Assignment and Bill 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 Bill 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),

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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. BUYERS 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 CONCURRENT. The only exception to Buyers obligations to indemnify, defend, and hold Sellers and their Associated Parties harmless is stated in Section 14.4(c), and the obligations are binding on Buyer and its successors and assigns. 14.4 Buyers Obligations.

(a) In each instance of Buyers obligations to release, discharge, indemnify, defend, and hold Sellers and their Associated Parties harmless and its covenant not to sue Sellers or their Associated Parties, 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 Parties, the operation of the Tangible Assets, Alaska Interests and the Properties by Sellers, PERL or their respective Associated Parties, and the acts or omissions of Sellers, PERL or their respective Associated Parties in connection with the Alaska Interests, the Properties or the Related Agreements, whether arising or accruing before or after 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 Parties, and the acts or omissions of Buyer or its Associated Parties in connection with the Alaska Interests, the Properties or under this Agreement or the Related Agreements, whether arising or accruing before or after the Effective Time. (iii) the acts or omissions of any Third Party relating to the Properties or the Alaska Interests. (b) Buyers obligations under this Agreement to release, discharge, indemnify, defend, and hold Sellers and their Associated Parties harmless and its covenant not to sue Sellers or their Associated Parties include Claims and Liabilities arising in any manner from the following: (i) the review, inspection and assessment of the Alaska Interests and the Property by Buyer and its Associated Parties; (ii) any error in describing the Alaska Interests or the Property, or any error in the conveyance instruments; (iii) rights and obligations of the Parties or any Third Party under the Related Agreements;

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(iv)

closing without a Consent;

(v) failure by any Third Party 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 Property Taxes or other taxes applicable to any of the Alaska Interests and any Property; (viii) payments or disbursements paid or payable by Sellers or Buyer to any Third Party; (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 Parties during or arising from remediation activities; (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) Buyers obligations to indemnify, defend, and hold Sellers and their Associated Parties harmless do not apply, however, to: (i) Claims or Liabilities with respect to the Alaska Interests or the Properties that result from a judgment rendered or settlement reached in a lawsuit filed 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; or (ii) Documents. Claims that Sellers breached this Agreement or the Transaction

14.5 Buyers Duty to Defend. Buyer acknowledges that its obligations to indemnify, defend, and hold Sellers and their Associated Parties harmless under this Agreement include obligations to pay the attorneys fees and court and other costs incurred by Sellers and their Associated Parties 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 Parties for all attorneys fees and court and other costs reasonably incurred in defending a Claim, upon delivery to Buyer of invoices for these fees and costs; or (b) tender

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its defense as to any Claim to Buyer, in which event Buyer will be responsible for all aspects of defending the Claim at issue and resulting Liabilities. 14.6 Dispute Resolution. Any and all disputes between the Parties relating to, arising out of, in connection with, or attributable to this Agreement, including this Article 14, the Sale Procedures Order and/or the Sale Order, shall be submitted to the Bankruptcy Court for resolution. Any decision of the Bankruptcy Court regarding this Agreement shall be conclusive and will be binding on the Parties 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 after the Execution Date, Buyer acknowledges that its obligations to release, discharge, defend, and hold Sellers and their Associated Parties harmless and its covenant not to sue Sellers or their Associated Parties apply to matters occurring or arising before the Execution Date to the extent provided in this Agreement. 14.8 Inducement to Sellers. BUYER ACKNOWLEDGES THAT IT HAS EVALUATED ITS OBLIGATIONS UNDER THIS ARTICLE 14 BEFORE IT DETERMINED 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 Buyers Acknowledgment Concerning Possible Contamination of the Tangible Assets and the Properties. Buyer is aware that the Tangible Assets and the Property have been used for exploration, development, production, processing and transportation 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 Tangible Assets or the Properties may contain asbestos, hazardous substances, or NORM. NORM may affix 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 may or 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

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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, drilling fluids, NORM, and other wastes), whether present before or after 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 necessary to satisfy all local, state, or federal requirements in effect at that time and necessary to restore the Alaska Interests, Properties or Tangible Assets. ARTICLE 16 REPRESENTATIONS AND WARRANTIES 16.1 follows: Representations by Sellers. Each Seller represents and warrants to Buyer as

(a) Subject to approval of the Bankruptcy Court and to the Sale Order, this Agreement and the Transaction Documents to which Sellers are parties have been duly authorized, executed and delivered by Sellers, (b) This Agreement constitutes, and the Transaction Documents to which Seller is a party, when executed and delivered by Seller will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the general principles of equity and all orders entered or to be entered in the Bankruptcy Case and any related proceedings. 16.2 Representations by Buyer. Buyer represents and warrants to Sellers as follows:

(a) Existence. Buyer is a limited liability company duly organized, validly existing and in good standing under the Applicable Laws of the State of Alaska. (b) Power, Authorization, Execution. Buyer has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and the Transaction Documents to which it is a party 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 party have been duly authorized by all requisite parties, and this Agreement and the Transaction Documents to which it is a party 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 Governmental Authorities to own and operate the Alaska Interests and has, and shall maintain, all necessary bonds,

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permits and other authorizations required by any Governmental Entity or Third Party in order to own or operate the Alaska Interests including, but not limited to, those bonds identified on Schedule 3. This Agreement constitutes, and the Transaction (d) Enforceability. Documents to which it is a party, when executed and delivered by Buyer will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be subject to (i) bankruptcy, 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 of whether enforceability is considered in a proceeding in equity or at law). (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 Buyer of the terms hereof and thereof do not conflict with or result in a violation of: (i) the Organizational Documents of Buyer, or

(ii) any material agreement, instrument, order, writ, judgment, or decree to which Buyer is a party or is subject. (f) Brokers. Neither Buyer nor any Affiliate of Buyer has incurred any liability, contingent or otherwise, for brokers fees, finders fees, agents 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 Parties from, and shall fully protect, indemnify, and defend Sellers and their Associated Parties and hold them harmless 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 Affiliate of Buyer. (g) Investigation. Buyer, for itself and on behalf of its Affiliates, investors, shareholders, directors and officers, represents and warrants 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 the merits and risks of its acquisition 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 consummate 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,

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HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES (OTHER THAN THOSE EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT), WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE ALASKA INTERESTS AND THE PROPERTIES. (h) Investment Matters. Buyer:

(i) is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act; (ii) is acquiring the Alaska Interests for its own benefit and account and not with a view toward any sale or distribution thereof, nor with any present intention of making a distribution of any fractional undivided interests within the meaning of the Securities Act or any applicable state blue sky laws or other applicable securities laws; and (iii) has received and thoroughly read this Agreement, including all schedules and exhibits hereto. Buyer has had an opportunity to discuss this Agreement and the disclosures herein with its legal counsel. Buyer acknowledges that it has had the opportunity to ask questions of Sellers and their Associated Parties and that Buyer has received satisfactory answers respecting, and has obtained such additional information as Buyer has desired in connection with, the transactions contemplated by this Agreement. (i) Funds Available. Buyer has sufficient funds to enable it to: (i) pay the Alaska Interests Purchase Price; and

(ii) post all bonds and deposits required by the transactions contemplated by this Agreement, including all Governmental Bonds. (j) Bankruptcy. There are no bankruptcy, reorganization or arrangement proceedings pending against, contemplated by, or to the knowledge of Buyer, threatened against Buyer. (k) Securities Matters.

(i) Buyer acknowledges that the Alaska Interests have not been registered under the Securities Act or any other securities laws and may be sold, assigned, pledged or otherwise disposed of in the absence of such registration only pursuant to an exemption from such registration and in accordance with this Agreement. (ii) Buyer intends to acquire the Alaska Interests for its own benefit and account and is not acquiring the Alaska Interests with the intent of distributing fractional undivided interests in them or otherwise selling them in a

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manner that would be subject to regulation by federal or state securities laws. If Buyer sells, transfers, or otherwise disposes of the Alaska Interests or fractional undivided interests in them in the future, it will do so in compliance with Applicable Laws. (iii) Buyer has at no time been presented with or solicited by or through any public promotion or other form of advertising in connection with this transaction. (l) Basis of Buyers 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 Property 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. (m) Material Factor. Buyer acknowledges that its representations and warranties contained in this Agreement are a material inducement to Sellers to enter into this Agreement with Buyer, and to close the transactions contemplated hereunder. ARTICLE 17 COMMUNICATIONS Unless otherwise provided in this Agreement, any notice, request, instruction, correspondence or other document to be given hereunder by either Party 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 return 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

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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 Pachulski Stang Ziehl & Jones LLP Attn: Ira D. Kharasch 10100 Santa Monica Blvd., 11th Floor Los Angeles, California 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 New Alaska Energy, LLC Attn: Bob Gross 1150 South Colony Way, Suite 333, Palmer, Alaska 99645 Telephone: (907) 746-4796 Facsimile: (907) 746-4798

and to:

If to Buyer:

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by telecopier shall be effective upon actual receipt if received during the recipients normal business hours, or at the beginning of the recipients next business day after receipt if not received during the recipients normal business hours. Any Party 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 Agreement. This Agreement, the Transition Services Agreement, the Confidentiality Agreement, the Site Visit Indemnity Agreement and the other documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and the schedules hereto (collectively, the Transaction Documents), (a) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof except for the Confidentiality Agreement and Site Visit Indemnity Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the 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 Party agrees that (i) the other Party (including its agents and representatives) has made no other representation, warranty, covenant or agreement to or with such Party relating to the transactions contemplated hereby other than those expressly set forth in the Transaction Documents, and (ii) such Party 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.

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18.2 Successors and Assigns; Amendment; Survival. This Agreement is binding on and inures to the benefit of the Parties and their respective successors, heirs, representatives, and assigns and may be supplemented, altered, amended, modified, or revoked only in writing signed by both Parties. Neither the assignment of this Agreement nor of any Alaska Interests or any part 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 warranties, and indemnities made by each Party contained in this Agreement shall survive the Alaska Interests Closing. 18.3 Exclusive Remedy. If the Alaska Interests Closing occurs, the express indemnities set forth in this Agreement shall be the exclusive remedies for the Parties for the breach of any representation, warranty or covenant set forth 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 securities Laws and Claims available at common law, in equity or by statute. 18.4 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. 18.5 Assignment. Neither this 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 assignment or delegation is null and void; provided, however, that Buyer may assign this Agreement to a wholly-owned subsidiary so long as Buyer remains primarily liable for any and all obligations of Buyer hereunder. 18.6 No Admissions. To the fullest extent permitted by Applicable Laws, including Federal Rule of Civil Procedure Rule 408, 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 of law, rule, regulation, or policy, by either Sellers or Buyer or their respective Associated Parties or (b) any rights, claims or positions asserted by any Third Party. 18.7 No Third Party Beneficiaries. The only third party beneficiaries of this Agreement are the Associated Parties of Sellers and solely respect to Article 14. Except as set forth in the immediately preceding sentence, there are no Third Party beneficiaries of this Agreement. 18.8 Public Communications. Unless provided otherwise in this Agreement, no Party 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 Parties prior written consent, which consent shall not be unreasonably withheld; provided, however, that, upon giving the other Parties at least 24-hours advance notice, any Party (or an Affiliate of such Party) may make or issue, or cause to be made or issued, any press release or

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public communication as may be required by Applicable Laws or the public disclosure requirements applicable to such Party or any Affiliate of such Party. 18.9 Headings 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 Severability. The provisions of this Agreement are severable at Sellers option. If a court of competent jurisdiction finds any part 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 counterparts, 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 against the Drafter. Each Party acknowledges that it has read this Agreement, has had opportunity to review it with an attorney of its choice, and has agreed to all of its terms. Under these circumstances, the Parties 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 Party of any part 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 Party in connection with the transaction contemplated herein, including, without limitation, attorneys fees, are for the account of the Party incurring the same, and the Party incurring such expenses shall defend, indemnify, and hold harmless the other Party from and against such expenses. 18.16 Time of Essence. Time is of the essence in the performance of this Agreement. 18.17 No Partnership. Nothing contained in this Agreement shall be deemed to create a joint venture, partnership, tax partnership, or agency relationship between the Parties. 18.18 Foreign Trade Law Compliance. Both Parties 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 Parties further agree to fully cooperate in complying with such Applicable Laws and in assisting the other Party 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 license(s) have been obtained. Buyer shall notify Sellers of any request of a United States Governmental Entity for information, documentation, or data relating to any Contract that Buyer

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has entered into with Sellers. Buyer shall provide responses to requests from a United States Government 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 warranties 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 contrary to such Applicable Laws or regulations. 18.19 Rules of Construction. For purposes 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 Party includes its successors and permitted 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 particular provision of this Agreement; and (ix) any reference to dollars shall be a reference to U.S. dollars. (b) References in this Agreement to Articles, Parts, Sections, or other subdivisions are, unless otherwise specified, to corresponding Articles, Parts, Sections, or other subdivisions of this Agreement. Neither the captions to Articles, Parts, Sections, or other subdivisions of this Agreement (including the section headings of this Section 18.19(b)), nor the Table of Contents, shall be deemed to be a part of this Agreement or this Section 18.19(b). (c) All Exhibits and Schedules to this Agreement are hereby incorporated by reference herein, form a part of this 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 otherwise. (d) In the event of a conflict between (i) the provisions of this Agreement and (ii) the provisions of any other document, the provisions of this Agreement shall control and prevail as between the Parties. (e) References herein to any agreement or other instrument shall, unless the context otherwise requires (or the definition thereof otherwise specifies), be references to

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the same as it may from time to time be changed, amended, modified, amended and restated, or extended. [Signature Page Follows]

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The Parties have executed this Agreement on the date below their signatures, to be enforceable and binding as of the Execution Date.

Dated: ______________, 2009

PACIFIC ENERGY ALASKA OPERATING LLC

By: Name: Darren Katic Title: President

Dated: ______________, 2009

PACIFIC ENERGY ALASKA HOLDINGS, LLC

By: Name: Darren Katic Title: President

Dated: ______________, 2009

NEW ALASKA ENERGY, LLC

By: Name: Bob Gross Title: Vice President, Operations

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Exhibit C Part 2

Exhibit A to Purchase and Sale Agreement (Alaska Group 1) DESCRIPTION OF THE ALASKA INTERESTS Lease/Lessor Original Lessee (interest delineated in description assigned to PEAO) Lease Date Property Description

Bureau of Land Management 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: Fractional SW/4 SW/4 Section 27: 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 containing 857 acres, more or less. (ConocoPhillips 40% operating rights in deep rights below 9400 West Foreland No 1 well)

Exhibit A, Page 1

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

MMS Oil and Gas Lease OCS-Y-01665

Forcenergy Inc.

8/1/1997

1.0000% Overriding Royalty Interest COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act from the United States Department of Interior, Minerals Management Service, effective August 1, 1997, identified as serial number OCS-Y01665 whose leased area is described as: That portion of Block 6163, 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 1,546.208235 hectares, and that portion of Block 6213, OCS Official Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal 8(g) Area C on Supplemental Official OCS Block Diagram dated February 3, 1994, containing 259,420981 hectares. 1.0000% Overriding Royalty Interest COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act from the United States Department of Interior, Minerals Management Service, effective August 1, 1997, identified as serial number OCS-Y01664 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 Official Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal

MMS Oil and Gas Lease OCS-Y-01664

Forcenergy Inc.

8/1/1997

Exhibit A, Page 1

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

8(g) Area B on the Supplemental Official 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

0.93750% Overriding Royalty Interest Cosmopolitan Unit, Tract 4 T. 3 S., R. 15W., Seward Meridian, Alaska Section 22: Protracted, All, 640 Acres; Section 23: Protracted, All, 640 Acres; Section 26: 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. 0.93750% Overriding Royalty Interest Cosmopolitan Unit, Tract 3 T. 3 S., R. 15W., Seward Meridian, Alaska Section 20: Protracted, All, within the computed Alaska seaward boundary, listed as state acreage on Alaskas 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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 4, 1993, 535.69 acres

State of Alaska ADL 384403

Stewart Petroleum Company

1/1/1995

Exhibit A, Page 2

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 33: Protracted, W/2, 320.00 acres; containing 2,758.69 acres, more or less 0.918750% Overriding Royalty Interest Cosmopolitan Unit, Tract 7 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. 0.937500% 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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on

State of Alaska ADL 18790

Superior Oil company

9/1/1962

State of Alaska ADL 387102

Arco Alaska Inc.

2/1/1996

Exhibit A, Page 3

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Feb. 4, 1993, 2.50 acres; containing 1,109.14 acres, more or less Overriding Royalty Interest 1.0000% 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 Alaskas 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 Alaskas 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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 9, 1993, 530.49 acres; containing 4,035.72 acres, more or less 1.0000% Overriding Royalty Interest Cosmopolitan Unit, Tract 8 (Partial) T. 4 S., R. 15 W., Seward Meridian, Alaska

State of Alaska ADL 389230

Arco Alaska Inc.

2/1/2000

State of Alaska ADL 389525

Phillips Alaska, Inc.

5/1/2001

Exhibit A, Page 4

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 19: Protracted, N/2. 311.00 acres. containing 311.00 acres, more or less 1.0000% Overriding Royalty Interest Cosmopolitan Unit, Tract 9 T. 4 S., R. 16 W., Seward Meridian, Alaska Section 13: Protracted, All, as listed as state acreage on Alaskas 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 Alaskas seaward boundary diagram approved by the state on February 2, 1993, 84.02 acres; Containing 100.70 acres, more or less 1.0000% Overriding Royalty Interest COSMOPOLITAN: T. 4 S., R. 15 W. Seward Meridian, Alaska Section 19: Protracted, S/2. 311.00 acres; Section 20: Protracted, All, 640.00 acres; Section 21: Protracted, All, 640.00 acres; Section 28: Unsurveyed, All tide and submerged lands, 637.31 acres; Section 28: Surveyed, Fractional, Lot 1, 2.69 acres; Section 29: Protracted, All, 640.00 acres; Section 30: Protracted, All, 624.00 acres; Section 31: Protracted, All, 619.00 acres; Section 32: Protracted, All, 640.00 acres; Section 33: Unsurveyed, All tide and submerged lands, 492.02 acres; Section 33: Unsurveyed, Fractions, Lots 1 and 2, 32.06 acres containing 5,278.08 acres, more or less. 1.0000% Overriding Royalty Interest

State of Alaska ADL 389526

Phillips Alaska, Inc.

5/1/2001

State of Alaska ADL 390308

Phillips Alaska

5/1/2001

State of Alaska ADL 390309

Phillips Alaska, Inc.

5/1/2001

Exhibit A, Page 5

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

COSMOPOLITAN: T. 4 S., R. 16 W. Seward Meridian, Alaska Section 24: Protracted, S/2. As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 169.97 acres; Section 25: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 270.70 acres; Section 35: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 28.64 acres; Section 36: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 631.16 acres; containing 1,100.47 acres, more or less. 100% Working Interest Redoubt Unit Tract 2 T. 7 N., R. 13 W., Seward Meridian, Alaska Section 19: Section 20: Section 21: Section 28: Section 29: Section 30: Section 31: Section 32: Section 33: Protracted, All, 615 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted ,All, 617 acres; Protracted, All, 619 acres; Protracted, All, 640 acres; Protracted, All, 640 acres;

State of Alaska ADL 374002

Danco/Alaska Partnership Ltd.

4/1/1991

State of Alaska ADL 381203

Danco/Alaska Partnership Ltd.

12/1/1994

containing 5,691 acres, more or less. 100% Working Interest Redoubt Unit Tract 3 T. 7 N., R. 14 W., Seward Meridian, Alaska

Exhibit A, Page 6

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 13: Section 14: Section 23: Section 24: Section 25: Section 26:

Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres;

State of Alaska ADL 378114

Danco/Alaska Partnership Ltd.

12/1/1994

containing 3,840 acres, more or less. 100% Working Interest Redoubt Unit Tract 1 T. 7 N., R. 13 W., Seward Meridian, Alaska Section 4: Protracted, All, 640 acres; Section 5: Protracted, All, 640 acres; Section 6: Protracted, All, 610 acres; Section 7: Protracted, All, 612 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, 613 acres; containing 5,675 acres, more or less. 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 390368

Forest Oil Company

10/1/2003

Exhibit A, Page 7

Lease/Lessor

State of Alaska ADL 388233

Original Lessee (interest delineated in description assigned to PEAO) Anadarko Petroleum Corporation and Arco Alaska, inc.

Lease Date

Property Description

2/1/1997

30% & 70% Working Interest Three Mile Creek Unit Tract 4 T. 13 N., R. 11 W., Seward Meridian, Alaska, Tract A Segment 1: As to a 30% working interest in 2,800.00 acres, more or less, and described as follows: Section 22: Unsurveyed, SE/4; 160 acres; Section 23: Unsurveyed, SW/4; 160 acres; Section 26: Unsurveyed, All; 640 acres; Section 27: Unsurveyed, E/2, SW/4; E/2 NW/4; 540 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 acres; Section 23: Unsurveyed, NW/4; 160.00 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

Richard E. Wagner

12/1/1983 Exhibit A, Page 8

100% Working Interest

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

ADL 359111 West McArthur River Unit, Tract 1 T. 8 N., R. 14 W., Seward Meridian, Alaska Section 3: Protracted, All; 640.00 acres; 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 100% Working Interest West McArthur 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 100% Interest in Exploration License South Susitna Exploration License No. 2 EXPLORATION LICENSE 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 Exhibit A, Page 9

State of Alaska ADL 359112

Richard E. Wagner

12/1/1983

State of Alaska ADL 390078

Forest Oil Corporation

11/1/2003

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

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; 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. 19 N., R. 10 W., 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; Exhibit A, Page 10

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

State of Alaska ADL 390578

Forest Oil Corporation

6/1/2005

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; 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 471,474.23 100% 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. 100% Working Interest

Exhibit A, Page 11

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO) Forest Oil Corporation

Lease Date

Property Description

State of Alaska ADL 390585

100% Working Interest North Alexander Prospect Tract CI2004-642 T. 15 N., R. 8 W., Tract A, Seward Meridian, Alaska. 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. 50% Working Interest Raptor Prospect T. 9 N., R. 12 W., Seward Meridian, Alaska. Sec. 17: All; 640 Acres; Sec. 18: All; 634 Acres; Sec. 19: N1/2, SW1/4SW1/4, N1/2SW1/4, SE1/4SE1/4, N1/2SE1/4 556.5 Acres; Sec. 20: All; 640 Acres. 100% Working Interest Raptor Prospect Tract CIA 2003-284 T. 9 N., R. 12 W., Seward Meridian, Alaska. Section 3, Protracted, All, 640.00 Acres;

State of Alaska ADL 17595

Pan American Petroleum Corp.

2/1/1962

State of Alaska ADL 390370

Forest Oil Corporation

10/1/2003

Exhibit A, Page 12

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 10, Protracted, All, 640.00 Acres; This Tract (CIA 2003-284) Contains 1,280.00 Acres, More or Less 50% Working Interest Raptor Prospect 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 Corporation 6/1/2005 100% Working Interest Tutna Prospect 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. 100% Working Interest

State of Alaska ADL 390379

Forest Oil Corporation

10/1/2003

State of Alaska

Forest Oil

6/1/2005 Exhibit A, Page 13

Lease/Lessor

ADL 390556

Original Lessee (interest delineated in description assigned to PEAO) Corporation

Lease Date

Property Description

Tutna Prospect Tract CI2004-374 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 100% Working Interest Tutna Prospect 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. Exhibit A, Page 14

State of Alaska ADL 390557

Forest Oil Corporation

6/1/2005

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO) Forest Oil Corporation

Lease Date

Property Description

State of Alaska ADL 391108

10/01/2007

100% Working Interest Raptor Prospect 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. 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 01 T. 5 N., R. 1 W., Copper River Meridian, Alaska. Section 19, Surveyed, Lots 1 thru 4, NE1/4, W1/2SE1/4, E1/2W1/2, 555.37 acres; Section 20, Surveyed, N1/2N1/2, N1/2SW1/4NE1/4, SW1/4SW1/4NE1/4, N1/2SE1/4SW1/4NE1/4, SW1/4SE1/4SW1/4NE1/4, N1/2NE1/4SE1/4NE1/4, NW1/4SE1/4NE1/4, NW1/4SW1/4SE1/4NE1/4, N1/2NW1/4NW1/4SE1/4, NW1/4SE1/4NE1/4SW1/4, SW1/4NE1/4SW1/4, N1/2NE1/4SW1/4, S1/2NW1/4, 332.50 acres; Section 29, Surveyed, SW1/4, W1/2W1/2SW1/4NW1/4, W1/2NW1/4NW1/4, 190.00 acres;

ADL 391224

Forest Oil Corporation

10/30/2007

Exhibit A, Page 15

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 30, Surveyed, All, 637.23 acres; Section 31, Surveyed, All, 639.11 acres; Special Surveys U. S. Survey 10678 within Section 17, 160.00 acres; This Tract (01) contains 2,514.21 acres, more or less. ADL 391225 Forest Oil Corporation 10/30/2007 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 02 T. 4 N., R. 1 W., Copper River Meridian, Alaska. Section 5, Surveyed, All, 638.56 acres; Section 6, Surveyed, All, 599.99 acres; Section 7, Surveyed, Lots 14, 24, 25, 28, 29, 30, 33, 34, 35, 38, 40, and 43, ASLS 79-144, Lots 1 thru 21, 327.63 acres; Section 8, Surveyed, N1/2, 320.00 acres; Section 17, Surveyed, ASLS 79-144, Lots 22 thru 48, 479.81 acres; Section 18, Surveyed, Lots 5 thru 44, and ASLS No. 79-13, Tracts A thru H, J, K, L, N, P, R, S, T,U, 544.02 acres; This Tract (02) contains 2,910.01 acres, more or less. ADL 391226 Forest Oil Corporation 10/30/2007 2% (4% of 50% of 8/8ths) Overriding Royalty Interest

Exhibit A, Page 16

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Copper River Prospect Tract 03 T. 4 N., R. 2 W., Copper River Meridian, Alaska. Section 4, Surveyed, All, 631.49 acres; Section 5, Surveyed, All, 628.83 acres; Section 6, Surveyed, All, 582.81 acres; This Tract (03) contains 1,843.13 acres, more or less. ADL 391227 Forest Oil Corporation 10/30/2007 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 04 T. 3 N., R. 3 W., Copper River Meridian, Alaska. Section 5, Surveyed, The bed of the Tazlina River, 39.48 acres; Section 6, Surveyed, The bed of the Tazlina River, 52.56 acres; T. 4 N., R. 3 W., Copper River Meridian, Alaska. Section 32, Surveyed, The bed of the Tazlina River, 19.26 acres; Section 33, Surveyed, The bed of the Tazlina River, 73.99 acres; This Tract (04) contains 185.29 acres, more or less. 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect

ADL 391228

Forest Oil Corporation

10/30/2007

Exhibit A, Page 17

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Tract 05 T. 4 N., R. 4 W., Tract B, Copper River Meridian, Alaska. Section 10, Unsurveyed, All, including the bed of Mud Lake, 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, including the bed of Mud Lake, 640.00 acres; Section 15, Unsurveyed, All, including the bed of Mud Lake, 640.00 acres; This Tract (05) contains 3,840.00 acres, more or less. 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 06 T. 4 N., R. 4 W., Tract A, Copper River Meridian, Alaska. Section 22, Unsurveyed, All, 640.00 acres; Section 23, Unsurveyed, All, 640.00 acres; Section 24, Unsurveyed, All, excluding Lot 2 of U.S. Survey 5503 and Lot 1 of U.S. Survey 5644, 490.71 acres; Section 25, Unsurveyed, All, excluding Lot 1 of U.S. Survey 5503 and Lot 2 of U.S. Survey 5644, 632.34 acres; Section 26, Unsurveyed, All, excluding that portion Lot 3 of U.S. Survey 5503, 638.18 acres; Section 27, Unsurveyed, All, including the Exhibit A, Page 18

ADL 391229

Forest Oil Corporation

10/30/2007

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

bed of Plumb Bob Lake and excluding that portion of Lot 3 of U.S. Survey 5503 and U.S. Survey 4891, 631.96 acres; Section 34, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 35, Unsurveyed, All, 640.00 acres; Section 36, Unsurveyed, All, 640.00 acres; Special Surveys Lot 3 of U.S. Survey 5503, 5.00 acres; This Tract (06) contains 5,598.19 acres, more or less. 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 07 T. 4 N., R. 4 W., Tract A, Copper River Meridian, Alaska. Section 28, Unsurveyed, All, excluding U.S. Survey 3340, U.S. Survey 3340A, Lots 1 and 2 of U.S. Survey 3732 and that portion of U.S. Survey 4940 within Section 28, 554.00 acres; Section 29, Surveyed, Fractional, Lot 1, Lots 3 thru 10, NE1/4NE1/4,SE1/4,SE1/4SW1/4,N1/2NW1/ 4, including the bed of the unnamed lake , 606.96 acres; Section 30, Surveyed, Fractional, Lots 1 thru 8, NE1/4, E1/2SW1/4, SE1/4NW1/4, 514.50 acres; Section 31, Surveyed, Fractional, Lots 1 thru 6, S1/2NE1/4, SE1/4, E1/2W1/2, 567.21 Exhibit A, Page 19

ADL 391230

Forest Oil Corporation

10/30/2007

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

acres; Section 32, Surveyed, Fractional, Lot 1, NE1/4, S1/2, E1/2NW1/4, SW1/4NW1/4, 626.03 acres; Section 33, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; This Tract (07) contains 3,508.70 acres, more or less. 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 08 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 1, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 2, Unsurveyed, All, including the bed of the Tazlina River, 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 23, Unsurveyed, All, 640.00 acres; Section 24, Unsurveyed, All, 640.00 acres; This Tract (08) contains 5,120.00 acres, more or less. 09-30-2008 ***Lease relinquished in part*** Sections relinquished are: 11, 12, 13, 14, 23 and 24. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Exhibit A, Page 20

ADL 391231

Forest Oil Corporation

10/30/2007

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Alaska Section 1: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 2: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Tract 08 contains 1,280.00 acres, more or less. 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 09 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 3, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 4, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 9, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 10, Unsurveyed, All, 640.00 acres; Section 15, Unsurveyed, All, 640.00 acres; Section 16, Unsurveyed, All, 640.00 acres; Section 21, Unsurveyed, All, 640.00 acres; Section 22, Unsurveyed, All, 640.00 acres; This Tract (09) contains 5,120.00 acres, more or less. 09-30-2008 **Lease relinquished in part** Sections relinquished: 9, 10, 15, 16, 21, and 22. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska

ADL 391232

Forest Oil Corporation

10/30/2007

Exhibit A, Page 21

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 3: Unsurveyed, All, including the bed of the Tazlina River, 640.00; Section 4: Unsurveyed, All, including the bed of the Tazlina River, 640.00; Tract 9 contains 1,280.00 acres, more or less. ADL 391233 Forest Oil Corporation 10/30/2007 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 10 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 5, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 6, Unsurveyed, All, 608.00 Acres; Section 7, Unsurveyed, All, including the bed of the Tazlina River, 610.00 acres; Section 8, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 17, Unsurveyed, All, 640.00 acres; Section 18, Unsurveyed, All, including the bed of the Tazlina River, 612.00 acres; Section 19, Unsurveyed, All, 614.00 acres; Section 20, Unsurveyed, All, 640.00 acres; This Tract (10) contains 5,004.00 acres, more or less. 09-30-2008 ***Lease relinquished in part*** Sections relinquished: 7, 8, 17, 18, 19, and 20. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska

Exhibit A, Page 22

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 5: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 6: Unsurveyed, All, 608.00 acres; Tract 10 contains 1,248.00 acres, more or less. ADL 391234 Forest Oil Corporation 10/30/2007 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 11 T. 3 N., R. 5 W., Copper River 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, including the bed of the unnamed lake, 640.00 acres; Section 11, Unsurveyed, All, 640.00 acres; Section 12, Unsurveyed, All, 640.00 acres; Section 13, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 14, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 15, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; This Tract (11) contains 5,760.00 acres, more or less. ADL 391235 Forest Oil Corporation 10/30/2007 2% (4% of 50% of 8/8ths) Overriding Royalty Interest Copper River Prospect Tract 12 T. 3 N., R. 5 W., Copper River Meridian, Alaska.

Exhibit A, Page 23

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Section 4, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; Section 9, Unsurveyed, All, including the beds of the unnamed lakes, 640.00 acres; Section 16, Unsurveyed, All, including the beds of the unnamed lakes, 640.00 acres; Section 17, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; Section 18, Unsurveyed, All, including the bed of the unnamed lake, 612.00 acres; This Tract (12) contains 3,172.00 acres, more or less. State Of Alaska ADL 390571 Forest Oil Corporation 6/1/2005 100% Working Interest 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; Section 2, Unsurveyed, S2S2 Including The Bed Of 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. 100% Working Interest

State of Alaska

Forest Oil

1/1/2006 Exhibit A, Page 24

Lease/Lessor

MHT 9300062

Original Lessee (interest delineated in description assigned to PEAO) Corporation

Lease Date

Property Description

Three Mile Creek Tract 12, Mental Health Tract: T. 13 N, R. 10 W., Seward Meridian, 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. 100% Working Interest Three Mile Creek Tract 37, Mental Health Tract 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 11: 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 Department Of The Exhibit A, Page 25

MHT 9300063

Forest Oil Corporation

1/1/2006

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

State Of Alaska ADL 390579

Forest Oil Corporation

6/1/2005

Interior, Bureau (35.00 Acres); of Land Management in Anchorage, Alaska on January 8, 1992 By the United States Department Of The Interior, Bureau (35.00 Acres); of Land Management in Anchorage, Alaska on January 8, 1992 100% Working Interest Pretty Creek Tract CI2004-608 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.

Exhibit A, Page 26

Lease/Lessor

State Of Alaska ADL 390549

Original Lessee (interest delineated in description assigned to PEAO) Forest Oil Corporation

Lease Date

Property Description

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; 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 100% Working Interest West Foreland Tract CI2004-302 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; 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.

State Of Alaska ADL 390735

Forest Oil Corporation

10/1/2006

Exhibit A, Page 27

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

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 390749 Forest Oil Corporation 10/1/2006 100% Working Interest 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. 5.2000% Working Interest Point Thomson C23-152 T9N-R22ESection 3: 640.00, Acres, All Section 4: 640.00 Acres, All Section 9: 640.00 Acres, All Section 10: 640.00 Acres, All Total Acres 2,560.00 Status of lease unknown pending determination by State of Alaska DNR State Of Alaska ADL 47562 Pennzoil, FOC, Colorado Oil & Gas, Newmont, AlAquitaine 10/1/1969 5.2000% Working Interest Point Thomson C23-147 T. 10 N.-R. 22 E.

State Of Alaska ADL 47567

Pennzoil, FOC, Colorado Oil & Gas

10/1/1969

Exhibit A, Page 28

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

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 Status of lease unknown pending determination by State of Alaska DNR State of Alaska ADL 390100 Forest Oil Corporation 12/1/2002 100% Working Interest Olsen Creek Tract CI2002-555 T. 13 N., R. 10 W., Tract B, Seward Meridian, Alaska Section 06, Unsurveyed, N2, SW4, 470.00 Acres; Section 07, Unsurveyed, NW4 and the Bed of the Beluga River, 219.32 Acres; Section 08, Unsurveyed, The Bed of the Beluga River, 47.48 Acres; This Tract Contains 736.80 Acres, More or Less. 70.0000% Working Interest Non-unitized Trading Bay Unit 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 Trading Bay Unit Acreage Sabre Prospect

State of Alaska ADL 17602

Exhibit A, Page 29

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

New Segment 1 T. 9 N., R. 14 W., S.M. Section 35, SE4 SE4, 40.00 Acres; Section 36, S2 SE4 NW4, 360.00 acres; Containing 400.00 acres, more or less. Pertains to all depths. State of Alaska ADL 17597 50.000% Working Interest Non-unitized North Trading Bay Unit Acreage Segment 1 Section, R13W, 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 Section, R13W, SM Section 27: N1/2NE1/4, W1/2 400; ACRES Section 28: ALL 640 ACRES Section 33: ALL 640 ACRES Section 34: S1/2, NE1/4 480 Acres Containing 2,000 Acres, More or Less. 1.00000% Overriding Royalty Interest Falls Creek Prospect 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, NW1/4NE1/4, N1/2NE1/4NE1/4SE1/4, NE1/4NW1/4, 85 Acres;

State of Alaska ADL 384314

Peter G. Zamarello

4/23/1997

Exhibit A, Page 30

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

State of Alaska ADL 18730

Section 28, surveyed, SE1/4, 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 Submerged Lands, 599.43 Acres; Section 32, Surveyed, Fractional, Lot 2, SE1/4, NE1/4SW1/4, 222.51 Acres; Section 32, Unsurveyed, All Tide And Submerged Lands, 51.96 Acres; Section 33, Surveyed, NE1/4, SW1/4SE1/4, E1/2W1/2, NW1/4NW1/4, 400 Acres; 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 18772

50.0000% Working Interest Non-unitized Acreage New Segment 1 T. 9 N., R. 13 W., S.M. Section 13, All, 640.00 Acres Section 14, All, 640.00 Acres; Section 23, E2, 320.00 Acres; Section 24, All, 640.00 Acres;

Exhibit A, Page 31

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Containing 2,240.00 acres, more or less. Pertaining 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 21068 50.0000% Working Interest Non-unitized Acreage New Segment 2 T. 9 N., R. 14 W., S.M. T. 9 N., R. 14 W., S.M. Section 24, N2, SW4, 480.00 Acres; Containing 480.00 Acres, more or less. Pertains to all depths. State of Alaska ADL 18716 50.0000% Working Interest Non-unitized Acreage Segment 2 T8N, R13W, SM Section 29: ALL, 640 ACRES Section 30: S1/2, 303.5 ACRES Containing 943.5 Acres, more or less

Exhibit A, Page 32

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)

Lease Date

Property Description

Segment 1 New Segment 1 T 8 N., R. 13 W., S.M. Section 19, SW4, 142.50 Acres; Section 30, N2, 303.50 Acres; T. 8 N., R. 14 W., S.M. Section 24, All, 640.00 Acres; Section 25, All. 640.00 Acres; Containing 1,726.00 Acres, more or less. State of Alaska ADL 17594 50.0000% Working Interest Non-unitized Acreage Segment 3 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 50.0000% Working Interest Non-unitized Acreage Trading Bay Unit, Tract 2 Segment 2 T. 8 N., R. 13 W., Seward Meridian, Alaska Section 3: All, 640 acres Section 9: E1/2, 320 acres Section 10: All, 640 acres Section 16: S1/2, NE1/4, 480 acres Section 20: SE1/4, 160 acres Section 21: All, 160 acres Containing 2,880.00 Acres, more or less. Pertains to all depths.

State of Alaska ADL 17579

Pan American Petroleum

2/1/1962

Exhibit A, Page 33

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. 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. The Department 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, 24813, 25400, 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 PERLs performance guarantees on file with DNR. As of the Execution Date, 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). 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 bankruptcy proceedings, sent in error. Notwithstanding the August 6, 2009 letter, it is PERLs understanding that Escopeta is still 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. This matter has been referred to Sellers bankruptcy counsel for further analysis and disposition.

2.

3.

4.

Liens Liens under the DIP Credit Facility and the Second Lien Credit Agreement; provided, however, that any liens pursuant to the DIP Credit Facility and the Second Lien Credit Agreement will be extinguished at Closing, and the Alaska Interests, the Stock and Properties shall be transferred to Buyer 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 Facility and the Second Lien Credit Agreement.

Exhibit A, Page 34

Owned Real Property*

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 the official plat on file in the BLM located within the Anchorage Recording District, Third judicial District, State of AK, containing 161.613 acres more or less.

975

678

FRED H ELVSAAS

FORCENERGY INC

1/28/2000

ANCHORAGE

REDOUBT SHOAL Lot 1, USS No. 4527, according to the official plat on file at the BLM, located within the Anchorage Recording District, Third Judicial District, State of AK, containing 160.545 acres.

975

662

FRED H ELVSAAS

FORCENERGY INC

11/13/1998

ANCHORAGE

REDOUBT SHOAL Parcel 1: USS 1999 according to the official plat on file 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 official plat on file in the BLM, located within the Anchorage Recording District, Third Judicial District, State of AK containing 4.581 acres more or less.

3364

205

* All interests herein assigned to PEAO by Forest Oil Corporation or Forest Alaska Operating LLC.

Exhibit A, Page 35

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

FOREST OIL CORPORATION AND MARATHON OIL COMPANY FORCENERGY INC

1/1/2000

ANCHORAGE

TRADING BAY WEST

SALAMATOF NATIVE ASSOCIATION

8/27/1999

ANCHORAGE

FORELAND

*All interests herein assigned to PEAO by Forest Oil Corporation or Forest Alaska Operating LLC

Rights-of-Way*
LESSOR or GRANTOR LORENCE B. SNODGRASS ET UX LORENCE SNODGRASS AND NINA UNION OIL COMPANY OF CALIFORNIA AND FOREST OIL CORPORATION COOK INLET REGION INC COOK INLET REGION INC SALAMATOF NATIVE ASSOCIATION BARBARA M, STEVENS REPRESENTED BY THE BIA A-47826 LESSEE or GRANTEE STEWART PETROLEUM MARATHON OIL COMPANY FOREST OIL CORPORATION LEASE DATE 11/6/1962 5/23/1978 RECORDING DISTRICT ANCHORAGE ANCHORAGE PROSPECT NAME RECORDING BOOK PAGE

9/29/2005

ANCHORAGE

TRADING BAY

STEWART PETROLEUM COMPANY FOREST OIL CORPORATION FOREST OIL CORPORATION FOREST OIL CORPORATION

3/31/1995

ANCHORAGE

2002

ANCHORAGE

KUSTATAN TO TRADING BAY

8/1/2002

ANCHORAGE

11/13/2002

ANCHORAGE

WEST MCARTHUR RIVER Section 21, T.8N, R.14W., S.M.; Survey 45201

20030212230

Exhibit A, Page 36

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

8/27/1999

SALAMATOF NATIVE ASSOCIATION

MARATHON OIL COMPANY

1/1/2000

COOK INLET REGION INC

STEWART PETROLEUM

2/31/1994

COOK INLET REGION

STEWART PETROLEUM COMPANY

1/1/1990

T21N R14W Sec. 3, 4, 9, 10 T8N R14W Sec. 16, 21, 28,33,34 50 ft wide transportation corridor comprising approx. 80 acres s.m., Kenai pen.bor. T8N R14W Sec. 6 a parcel of land lying within the SE/4 as more fully described in lease, upon which an airstrip is constructed and used for remote oil production facility 8N-14W- SEC. 6: Parcel in SE/4 (Airstrip) Subsurface easement, 20 in width, to a depth of 25 below the natural surface contour beneath real estate located in the Kenai Peninsula Borough, State of AK, 3rd Judicial District, Anchorage Recording District. 2003 042309-0 T8N R14W Sec 26 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 30W, approx. 1800; then N 52 deg 45E. approx 1300 to the mean high water line of the Cook Inlet; then in a SEly direction along the mean high water line of Cook Inlet, approx 3750; then N48 deg 30W, approx 1580 to the true point of beg., all located within the Anchorage Recording District, Third Judicial District, AK The Subsurface estate to a depth of 200 feet from the existing surface contour in

2019

708

Exhibit A, Page 37

LESSOR or GRANTOR

LESSEE or GRANTEE

LEASE DATE

RECORDING DISTRICT

PROSPECT NAME the above desc. Property. S. M. AK This is an easement fee. T8N R14W Sec 5, 8, 9, 16, 17, S.M. AK surface lease easement containing approximately 700 acres.

RECORDING BOOK PAGE

SALAMATOF NATIVE ASSOCIATION INC.

STEWART PETROLEUM COMPANY

1/1/19990

2019

706

* All interests herein assigned to PEAO by Forest Oil Corporation or Forest Alaska Operating LLC.

Exhibit A, Page 38

Platforms, Wells and Equipment REDOUBT SHOAL FIELD Osprey Platform, associated infrastructure, pipelines and the following wells: Well RU-1 RU-2 RU-3ST RU-4 RU-5 RU-6 RU-7 RU-D1 WEST McARTHUR RIVER FIELD, associated infrastructure, pipelines and the following wells: Well 1A 2A 3ST 4D 5 6 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: Well 1 2 KUSTATAN FIELD, associated infrastructure, pipelines and the following well: Well 1

Exhibit A, Page 39

Equipment and Tools1

Item 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38

E# A19 A11 A12 A22 A13 A24 A14 A26 A17 b2503 b2504 b2505 b2506 A18 A36 A37 A38 A39 A40 A09 A10 A2 A57 A52 A53 A8 A7 A3 A43 A44 A27 A58 A59 A35 A60 A47 A61 A48

Equipment Name Motor grader Motor grader Crawler Crawler Bucket loader Bucket loader Skid steer loader Skid steer loader #1Crewcab Flatbed Truck #2Crewcab Pickup #3Crewcab Pickup #4Crewcab Pickup #5Crewcab Pickup Extended Cab Pickup #1Kawasaki Mule 4X4 #2Kawasaki Mule 4X4 #3Kawasaki Mule 4X4 #4Kawasaki Mule 4X4 Honda ATV Honda ATV Snow machine 1991 Diesel SUV Welding Truck International Fuel Truck S International Vac Truck Mack Truck 1982 Mack Vac Truck 1981 Gas Crewcab (Pink lady) Light Plant #1 Light Plant #2 Snow Blower Frost Fighter Frost Fighter Trailer Replacement Excavator Generator Generator Air Compressor Spill response boat 16

Model No. Caterpillar 14G Caterpillar 14G Caterpillar D-6 Caterpillar D-7H LGP Caterpillar 966C Caterpillar 966F1 Bobcat 863 Bobcat s250 Ford F550 2000 Ford F350 2002 Ford F350 2002 Ford F350 2002 Ford F350 2002 Ford F250 1997 KAF950A3 2510 Diesel KAF950A3 2510 Diesel KAF950A3 2510 Diesel KAF950A3 2510 Diesel Rubicon Fourtrax Skidoo Scandic 1999 Surburban 4dr Chev Ford F350+portable unit 1954 4070B End Dump Vac Truck Ford F350 1993 Mag005Nightbuster Mag007Nightbuster Boss Totem diesel 500K BTU Totem diesel 1M BTU Hitachi EX150 Deutz Caterpillar XQ350 I\R 185 Honda Jet Lowe Boat

Serial No. 96U05980 96U705 04X08385 7ME00676 76J2806 1SL01399 514414261 521313258 1FDAW57F31EB36746 1FTSW31F72EB31928 3FTSW31FX2MA14709 1FTSW31F02EB30720 1FTSW31F32EA97115 1FTHX26F6VEC56000 JK1AFDA152B508080 JK1AFDA182B508073 JK1AFDA112B508075 JK1AFDA172B508081 47BTE260314029254 47BTE2243X4004503 1430-00047 1GNGV266J8LF15996 2FTJW36MOKCB56405 1HTLDZ5N7JH584462 103322228 DML821SX 001023 DMM6866S1353 2FTJW36H8PLB01629 4000 10474 10476 N/A 1120046 GJ513785 1333489 7878610 E46-JVN89 4FVCBAA41U319265 OMCL0928J001

To the extent that such property is in existence upon termination of the Transition Period, all such property will be conveyed to Buyer through a Letter Agreement between the Parties and by way of a Master Conveyence of such property.

Exhibit A, Page 40

Item 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57

E# A29 A45 A30 A31 A46

Equipment Name

Model No.

Serial No.

Sander 2 yd 00-06-7399 Heater Tioga 88111246 Diesel man lift JLG 450AJ 300046524 Electric scissor lift JLG 2646E2 200067236 Spill trailer w/spill Spill Response Van 53126 & equipment A49 Equipment trailer 15 Ton N/A A32 #1Portable housing unit 2 bedroom + office N/A A33 #2Portable housing unit 2 bedroom + office N/A A34 Atco portable tools storage N/A A1 1989 Ford F350 2FTJW36MXKCB08278 A4 1999 Ford F350 1FTSW31F6X3A68053 A5 Fuel truck 1974 Chevrolet CHM9341169628 A6 Vac truck 60 bbl 1974 International 25947DGA18253 A16 Backhoe 1975 JD 002859T Crane RTT656S 39142 All of Sellers miscellaneous equipment located in Alaska or associated with Alaskan operations. All of Sellers miscellaneous power tools located in Alaska or associated with Alaskan operations. All of Sellers miscellaneous hand tools located in Alaska or associated with Alaskan operations. All of Sellers miscellaneous equipment storage and tool storage located in Alaska or associated with Alaskan operations.

Computers and Data 1 2 3 4 All of Sellers miscellaneous servers, computer and IT hardware equipment located in Alaska or associated with Alaskan operations. All of Sellers miscellaneous computer and IT software located in Alaska or associated with Alaskan operations. All of Sellers miscellaneous data and data storage located in Alaska or associated with Alaskan operations. All of Sellers miscellaneous printers, plotters, computer tables, furniture, and any other related equipment or supplies related to computers and data located in Alaska or associated with Alaskan operations.

Exhibit A, Page 41

Working Interests in Leases, Wells, Product, Camps and Related Infrastructure 1 2 3 4 5 6 7 8 All of Sellers Working Interest in all Redoubt Unit leases, wells, platform, related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers Working Interest in all West McArthur River Unit leases, wells, camps related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers Working Interest in all West Foreland Field leases, wells, production facility, related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers Working Interest in the Kustatan Field lease, KF #1 well, camp, production facility related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers 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. All of Sellers Working Interest in the Mosquito Station and related infrastructure. All of Sellers overriding royalty interests in all Leases located in Alaska. 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. Furniture, Fixtures and Supplies 1 2 3 All of Sellers Furniture located in Alaska or associated to Alaskan operations. All of Sellers Fixtures located in Alaska or associated to Alaskan operations. All of Sellers Office, Janitorial, Kitchen (including camp food), Camp, Welding, Lubricants, Paint Welding, Spill Response and any other supplies in Alaska or associated to Alaskan operations. Employee Records, Agreements and Retirement Accounts 1 2 Copies of employee records and agreements of employees retained by Buyer to manage and operate Alaska operations, facilities and offices. Copies of all records and agreements related to contract employees associated with Alaska operations. Bonds 1 All of Sellers rights and interest of 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.

Exhibit A, Page 42

Exhibit A-3 Seismic Data2 Survey Prefix 97BP(97BPR) 97CB 97KAL 97ST 97TB 98HAL 98NI 98SMGS 98TU(98TUT) FERB97 97RB 98RB CC OIO_06 SSU_06 97WMH RHR RHZ WFHR2000 Survey Name Boulder Point Chickaloon Bay Kalgin Island Starichkof Trading Bay Halibut North Ivan S. Middle Ground Shoal Tutna Redoubt Bay Redoubt Bay Redoubt Bay Coffee Creek Olsen/Ivan/Otter South Susitna West McArthur Hazard Redoubt High Resolution Redoubt Shoals Hazard West Foreland High Res Corsair Prospect Raptor Prospect Valkyre Prospect Redoubt 3D West McArthur 3D West Foreland 3D West McArthur3D merged w/TBAY3D 4C Starichkof Trading Bay 3D ALK88 ANX81 Cook Inlet Cook Inlet Trading Bay Transition KR95 89RBI Trading Bay 8265 (MR-8) Middle River 8306 - Susitna Basin North Line renamed to 8306 Year 1997 1997 1997 1997 1997 1998 1998 1998 1998 1997 1997 1998 1997 2006 2006 1997 1998 1998 2000 2003 2003 2003 1997 1997 2006 2000 1998 1997 1989 1988 1981 1988/1989 1989/1990 1995 1989 1980 1969 1970

RU3D WMAC3D WF3D_06 WMAC3D/TB3D 984C (98FC) 97ST TBAY3D ALK ANX CI88/C189 9ODTS KR 89RB1 (RBI) FITB8O 8265 8306 8307

To the extent transferable

Exhibit A, Page 43

Survey Prefix 8340 8341 8343 KEC82 P0C72 280W 279S 293U GULF68 180 MR8O PEC SB77 S878 TC-81 UD UGC TMCO4 OC04 RWC AGE & (Test Names) 98HA 98MA NMGS3D

Survey Name 8340-Long Lake 8341 -McArthur 8343-Kahiltna KEC82 POC72 - Pretty Creek 280W 279S 293U GULF68 Lower Cook Inlet Middle River 80 PEC 61 Susitna Basin 77 Susitna Basin 78 Tyonek 8l UD66 UGC63 3 Mile Creek Olsen Creek Copper River Basin Copper River Seis Farm. Hanna Marie North Middle Ground Shoal 3D

Year 1971 1971 1971 1982 1972 1966 1966 1968 1968 1984 1980 1961/62 1977/78 1978/79 1981 1966 1962/63 2004 2004 2004 2002 1998 1998 1998

Exhibit A, Page 44

Exhibit A-4 IT EQUIPMENT3 COMPUTER WORKSTATIONS FOC Name ANC01544 ANC01545 ANC01607 ANC01652 ANC01659 ANC01660 ANC01741 ANC01742 ANC01743 ANC01745 ANC01747 ANC01748 ANC01762 ANC01763 ANC01765 ANC02028 ANC02048 ANC02052 ANC02061 ANC02072 ANC02173 ANC02181 ANC02253 ANC02312 ANC02396 ANC02434 ANC02570 ANC02759 ANC02760 ANC02833 ANC02877 ANC02916 ANC02937 FLD01543 FLD01750 FLD01752 FLD01754 FLD01755 FLD01756 FLD01757 FLD01758 FLD01761 FLD01811
3

Managed By Shared Laptop Larry Casarta 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 1 x2132 - Guest ANCDataroom Barbara Kruk #2 Theresa Rubey Conference Room IT Consultant Barbara Kruk #1 Shared Laptop Jim Arlington Shared PC 2 Rebekah Haynes Paul Winslow #1 Greg Kirkland Larry Casarta Renee Varley Leonard Gurule Leonard Gurule Osprey1 wmru2 wmruop Richard Scritchfield kpfleadop Ospreycm ospreyex ospreypro wmruleadop Kustatan1

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 Desktop Desktop Desktop

PERL Name ALSK-ANC-001 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-010 ALSK-ANC-011 ALSK-ANC-012 ALSK-ANC-013 ALSK-ANC-014 ALSK-ANC-015 ALSK-ANC-016 ALSK-ANC-017 ALSK-ANC-018 ALSK-ANC-019 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-OSP-034 ALSK-WMR-039 ALSK-WMR-040 ALSK-KPF-041 ALSK-KPF-042 ALSK-OSP-035 ALSK-OSP-036 ALSK-OSP-037 ALSK-WMR-043 ALSK-KPF-044

To the extent transferable

Exhibit A, Page 45

FOC Name FLD01926 FLD01981 FLD02047 FLD02167 FLD02275 FLD02533 FLD02614 No Asset Tag

Managed By wmru2 David Hall ospreypro Jim Newstead Tom Hall/Jim Newstead kpfop David Hall Kitchen PC

Desktop Laptop Desktop Desktop Desktop Desktop Desktop Desktop

PERL Name ALSK-WMR-045 ALSK-KPF-046 ALSK-OSP-038 ALSK-KPF-047 ALSK-KPF-048 ALSK-KPF-049 ALSK-KPF-050 ALSK-KPF-051

Anchorage Office 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 HP DesignJet 750C (End of Life) Scanners Neurascanner HP ScanJet 8250 Copiers Konica Minolta KM450 - Leased Canon Imagerunner 600 Faxes Canon LaserClass 3170 Phone System Avaya Definity Avaya Definity Expansion Cabinet 4 - Avaya Wireless Access Points (1 - Not in Service) Avaya Wireless Phone Avaya Wireless Voice Processor Switches/Hubs 3Com 3824 - GigE switch 4 - 3Com SuperStack3 - 24 port switch (1 - IP Voice) 2 - Cisco Catalyst 2960 - 48 port 10/100 Cisco Catalyst 2960G - 24 port 10/100/1000 Network/Communications Adtran 120e DSU

Exhibit A, Page 46

Anchorage Office Hardware Cisco 2611 (Gateway) Cisco 2800 Series Router Cisco PIX 515e Echo Canceller Paradyne 9192 Vanguard 6455 Router Servers 4 - Compaq ML350 Servers HP DL320 Server HP DL360 Server 2 - HP DL380 Servers Dell Poweredge 2900 Dell Poweredge 2950 Other APC SmartUPS RT 5000 Proxima 9250+ Projector CalComp DrawingBoard V Sharp XR-32x Projector Spectra Logic 10K Library - w/2 AIT3 Drives Spectra Logic T24 Library - w/2 LTO3 Drives WMRU Hardware Printers Brother MFC 4800 - Fax HP DeskJet 3845 Brother MFC-440CN - Fax Copiers Xerox Workcenter XD125F Phone System Nortel Norstar M0X8A Norstar Fast RAD Nortel CallPilot 100 Switches/Hubs Netgear DS108 - 8 port hub 3Com SuperStack3 - 24 port switch Network/Communications Vanguard 6455 Router Lynx sc6 Radio (Not in Service)

Exhibit A, Page 47

 Kustatan Hardware Printers Brother MFC-440CN - Fax Brother MFC-420CN - Fax 3 - HP DeskJet 990cse HP DeskJet 1220c Copiers Konica Minolta KM450 - Leased Phone System Nortel Norstar M0X8A 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 Osprey Hardware Printers Brother MFC-440CN - Fax Brother Intellifax 2800 - Fax HP DeskJet 1220C (Not in Service) HP Business InkJet 1000 Copiers Canon PC1080F Canon LaserClass 1060P (Not in Service) Phone System Nortel Norstar M0X8A Norstar Fast RAD Nortel CallPilot 100 Switches/Hubs Cisco 2950 3Com SuperStack3 - 24 port switch Network/Communications Vanguard 6455 Router

Exhibit A, Page 48

Lynx sc6 Radio (Not in Service) XTO Hardware Network/Communications Vanguard 6455 Router Echo Canceller 3 - Microwave Dishes (2 - Not in Service) 3 - Lynx sc6 Radio (2 - Not in Service) Other Toshiba Laptop (Echo Canceller Management)

UNIX WORKSTATIONS Equipment Type Workstation Workstation Workstation Workstation Workstation Workstation Workstation Workstation Workstation Disk Array Server Server Monitors Keyboards Mice Cables Serial Number 726F185C 931T1297 839T0119 625F06E1 052C0BEA 151C0942 151C08A6 151C08BD 151C0941 043H33CB 038H4C2F 043H49A7 N/A N/A N/A N/A

Equipment Ultra2 Ultra2 Ultra2 Ultra2 Ultra80 SunBlade1000 SunBlade1000 SunBlade1000 SunBlade1000 A1000 E250 (Kira) E450 (Denali)

Quantity 1 1 1 1 1 1 1 1 1 1 1 1 7 7+ 7+ ?

Exhibit A, Page 49

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. Overriding 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. 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. 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 Forest Oil Corporation and predecessors-in-interest. Response Action Contract between PEAO and Cook Inlet Spill Prevention and Response, Inc. Point Thomson Unit Joint Operating Agreement. Farmout Contract dated October 15, 2003 between Forest and Rutter & Wilbanks Corp., relative to Copper River Prospect, as amended and supplemented by Letter Agreement dated September 20, 2006. Escrow Trust Agreement for Abandonment Liabilities of Redoubt Unit between PERL And State of Alaska, Department of Natural Resources. Fuel Gas Purchase and Exchange Agreement Between Marathon Oil Company and Pacific Alaska Operating LLC, effective August 13, 2009. Oil Spill Responder/Coordinator Contract between Pacific Energy Resources Ltd. and The OBrien Group.

Exhibit B, Page 1

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 of Interior, 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. 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. Redoubt Shoal 3-D Seismic Agreement, dated July 1, 1998, between Union Oil Company of California and Forcenergy Inc. NMGS 3-D Seismic Agreement, dated July 1, 1998, between Forcenergy and Unocal. 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. Lease and Right of Way Agreement - Salamatof Native Association, Inc., Forest Oil Corporation, and Unocal and Amendment Number 1 thereto.

Exhibit B, Page 2

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 Recorders Use Only)

ASSIGNMENT AND BILL OF SALE STATE OF CALIFORNIA COUNTY OF [ORANGE]

This Assignment and Bill of Sale (Assignment) is effective as of September ___, 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 _____________________, a ______________ with an address of __________________ (Buyer). ARTICLE I Definitions Capitalized terms used herein, but not otherwise defined, shall have the respective meanings assigned to them in the Purchase and Sale Agreement, dated as of September 4, 2009, between PEAO and Buyer (Purchase Agreement). ARTICLE II Grant For ________________ Dollars 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, the Unit Agreement, the Second Unit Operating Agreement and each other Related Agreement, including the exhibits, schedules and attachments to each of the foregoing, and subject to any and all applicable instruments of record in the Official Records of [_________], and the DNR and the RCA, excluding, however, the Excluded Items. Exhibit C, Page 1

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 1. Buyer accepts this Assignment and, except to the extent specifically excepted or reserved by PEAO, hereby assumes and agrees to perform all PEAOs obligations and liabilities under each of the Related Agreements and any other 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). Buyers obligations under this Article III 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 ______________ under the _________ 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 selling 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 will do so in compliance with Applicable Laws. Section 3. Buyer will comply with all Applicable Laws applicable to Buyers ownership 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 party (including any Governmental Entity) concur with, consent to or approve any part of the assignment made by this Assignment, Buyer will 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 conflict 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 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.

Exhibit C, Page 2

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 will 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 parties 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 parties 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 will be construed in accordance with, and governed by, the internal laws of the State of California, without regard to the choice of law rules of any jurisdiction, including those of the State of California. Section 6. The word includes and its syntactical variants mean includes, but not limited to and its corresponding syntactical variants. The rule of ejusdem generis may not be invoked to restrict or limit the scope of the general term or phrase followed or preceded by an enumeration of particular 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 counterparts, all of which together will be considered one instrument. This Assignment may be recorded in the real property records of any county, and may be filed 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 of PEAO and entitled in PEAOs place and stead to receive such hydrocarbons and all proceeds therefrom; and such parties and each of them shall be fully protected in so treating and regarding Exhibit C, Page 3

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 officially approved forms by PEAO to Buyer, in sufficient counterparts to satisfy Applicable Laws. Those assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, powers and privileges set forth 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. Section 12. Some of the land descriptions contained in, or incorporated by reference into, this Assignment may refer only to a portion of the land covered by a particular 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 sufficient, the land descriptions contained in the recorded documents of title are incorporated herein by this reference. Section 13. References in, or incorporated by reference into, this Assignment to instruments on file 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 page]

Exhibit C, Page 4

This Assignment and Bill of Sale is executed on the dates indicated below, but effective as of 7:00 a.m. Pacific time on September ____, 2009. PACIFIC ENERGY OPERATING LLC [BUYER NAME]

By: Name: Title: Date:

By: Name: Title: Date:

Exhibit C, Page 5

State of California County of ____________

) ) ,
(insert name and title of the officer)

On _________________________, before me,

Notary Public, personally appeared , 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 authorized 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 true and correct. WITNESS my hand and official seal. Signature (Seal)

State of California County of ____________

) ) ,
(insert name and title of the officer)

On _________________________, before me,

Notary Public, personally appeared , 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 authorized 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 true and correct. WITNESS my hand and official seal. Signature (Seal)

Exhibit C, Page 6

Exhibit D to Purchase and Sale Agreement (Alaska Group 1) FORM OF NON-FOREIGN AFFIDAVIT Non-Foreign Affidavit 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. 3. PEAOs U.S. taxpayer identification number is 20-5497021; and The address of PEAOs 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: ___________________ Name: Title:

Exhibit D, Page 1

Exhibit E to Purchase and Sale Agreement (Alaska Group 1) FORM OF SITE VISIT INDEMNITY AGREEMENT AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY FOR DAMAGES TO THE SUBJECT PROPERTIES IN CONNECTION WITH SITE VISIT AND INVESTIGATION This Agreement for Indemnification and Responsibility for Damages to the Subject Properties in Connection with Site Visit and Investigation (Agreement) is entered into on September ___, 2009 by ____________________, hereinafter referred to as Buyer, and Pacific Energy Alaska Operating LLC and Pacific Energy Alaska Holdings, LLC, hereinafter referred to as Sellers. 1. Inspection. For purposes of Paragraphs 1, 2, 3, 4 and 8 hereof, the term Buyer shall include, but not be limited to, the Buyer and its employees, agents, representatives, and invitees. IN CONSIDERATION of being permitted to enter into and upon the property of Sellers and their respective parents, affiliates and subsidiary companies (collectively, Pacific Energy), for any purpose, including, but not limited to, site inspection, Buyer acknowledges, agrees and represents that Buyer has, or immediately upon entering will, inspect such premises and facilities and acknowledge that such premises and all facilities and equipment thereon have been inspected and that the undersigned finds and accepts same as being safe and reasonably suited for Buyers purposes. The visit to the facilities of Pacific Energy shall be conducted by Buyer in a prudent, lawful and safe manner and shall not in any way interfere with the operations thereon by Pacific Energy. At all times while on or in the vicinity of the property of Pacific Energy, Buyer shall comply with any and all instructions regarding such visit that are provided to them by Pacific Energy, its employees or representatives. 2. Release and Waiver. IN FURTHER CONSIDERATION of being permitted to enter Pacific Energy premises for any purpose, including, but not limited to site inspections, Buyer hereby agrees to the following: BUYER HEREBY COVENANTS NOT TO SUE AND RELEASES, WAIVES AND DISCHARGES Pacific Energy, its constituent companies, coventurers, and directors, officers, employees, and agents (hereinafter referred to as Releasees) from all liability to Buyer, assigns, heirs, and next of kin for any loss or damage, and any claim or demands therefor on account of injury to the person or property or resulting in death, whether caused by the negligence of the Releasees or otherwise while Buyer is in, upon, or about Pacific Energy premises or any facilities or equipment therein. In connection with the releases, waivers and discharges of Buyer contained herein, Buyer expressly waives any rights under Section 1542 of the California Civil Code, which provides:

Exhibit E, Page 1

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the 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 unknown, unsuspected and concealed claims, and Buyer acknowledges that it fully understands and agrees to such waiver. 3. Assumption of Responsibility. BUYER HEREBY ASSUMES FULL RESPONSIBILITY FOR AND RISK OF BODILY INJURY, DEATH OR PROPERTY DAMAGE due to the negligence of Releasees or otherwise while in, about or upon the premises of Pacific Energy and/or while inspecting the premises or any facilities or equipment thereon. 4. Indemnity. To the maximum extent permitted by applicable law, Buyer shall defend, indemnify and hold harmless Pacific Energy, its constituent companies, coventurers, and directors, officers, employees and agents of such companies against any loss, damage, claim, suit, liability, judgment and expense (including but not limited to attorneys fees and other costs of litigation), and any fines, penalties and assessments, arising out of injury, disease or death of persons (including but not limited to employees, representatives and agents of Buyer) or damage to or loss of any property (including but not limited to Pacific Energys existing facilities as well as the property of Buyer) or the environment or violation of the applicable laws of any governmental authority having jurisdiction resulting from or in connection with performance or nonperformance of site inspections by Buyer, even though caused by the concurrent and/or contributory negligence (whether active or passive or of any kind or description) or fault of a party indemnified. Without regard to the extent of negligence, if any, of an indemnified party, Buyer, at its expense shall defend any such claim or suit against an indemnified party and shall pay any judgment resulting therefrom. Pacific Energy shall have the right but not the duty to participate in the defense of any such claim or suit with attorneys of its own selection without relieving Buyer of any obligations hereunder. The obligations, indemnities, and liabilities assumed by Buyer under this Agreement shall not be limited by any provisions or limits of insurance. The indemnity provided for under the terms of this Agreement shall extend and be full force and effect from the date of this Agreement and shall survive the termination of this Agreement. If it is judicially determined that any of the indemnity obligations under this Agreement are invalid, illegal or unenforceable in any respect, said obligations shall automatically be amended to conform to the maximum monetary limits and other provisions in the applicable law for so long as the law is in effect. 5. Agreement Scope. Buyer further expressly agrees that this Agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. 6. Agreement Terms. The terms of this Agreement shall bind and benefit the parties hereto, their successors and assigns. Each of the Releasees is an intended third party beneficiary of this Agreement.

Exhibit E, Page 2

7. Acceptance. BUYER AND THE UNDERSIGNED HAVE READ, UNDERSTAND, AND VOLUNTARILY SIGN THIS AGREEMENT, and further agree that no oral representations, statements or inducement apart from the foregoing written agreement have been made. 8. Modification. It is understood, acknowledged and agreed to by Buyer that Sellers (or Pacific Energy acting on Sellers behalf) shall have the right to withhold, modify or revoke this Agreement and to require any limitation on the visit and inspection contemplated hereunder, at any time or for any reason, as Pacific Energy or Sellers deem appropriate. Buyer acknowledges Sellers and Pacific Energys right for any reason and at any time and at Buyers sole cost and expense to revoke the visitation and inspection rights conferred hereby and to request that Buyer immediately leave the property of Pacific Energy. If Sellers or Pacific Energy shall request such an immediate departure, Buyer agrees to immediately comply therewith. [Signatures begin on next page]

Exhibit E, Page 3

This AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY FOR DAMAGES TO THE SUBJECT PROPERTIES IN CONNECTION WITH SITE VISIT AND INVESTIGATION is executed effective as of the date first set forth above. Buyer: By: (NamePlease Print) Signature: [Buyer Name]

Seller: By:

Pacific Energy Alaska Operating LLC

(NamePlease Print) Signature:

Seller: By:

Pacific Energy Alaska Holdings, LLC

(NamePlease Print) Signature:

Exhibit E, Page 4

Exhibit F to Purchase and Sale Agreement (Alaska Group 1) TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this Agreement), is dated as of September ___, 2009 (the Effective Date), by and between PACIFIC ENERGY RESOURCES LTD., a Delaware corporation (PERL), and NEW ALASKA ENERGY, LLC, an Alaska limited liability company (Buyer). PERL and Buyer are sometimes hereinafter referred to individually as a Party and collectively as the Parties. The definitions of capitalized terms used but not defined in this Agreement are set forth in that certain Purchase and Sale Agreement (together with the Exhibits and Schedules made a part thereof, the Purchase Agreement), dated as of September 4, 2009, by and between Pacific Energy Alaska Operating LLC (PEAO) and Pacific Energy Alaska Holdings, LLC (PEAH), two direct or indirect subsidiaries of PERL, on the one hand, and Buyer, on the other hand. In connection with the purchase and sale of the Alaska Interests pursuant to the Purchase Agreement, PERL has agreed to assist Buyer by providing certain transition services with respect to the Alaska Interests operated by PERL (Assets) for a limited time period following the Alaska Interests Closing, upon the terms and conditions set forth herein. NOW, THEREFORE, for a good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I PERL SERVICES Section 1.1 Services. Buyer has requested that PERL provide, following the Alaska Interests Closing, certain transition services relating to the Assets. The Parties agree that PERL will provide or cause to be provided the transition services described on Schedule 1.1 in substantially the same manner as those services have been provided with respect to the Assets during the period immediately preceding the date of this Agreement (collectively, the PERL Services) for the period commencing as of the Alaska Interests Closing Date and ending (i) on the next Business Day after Buyer is approved by the State of Alaska, Department of Natural Resources, Division of Oil & Gas as the successor unit operator of the Assets; (ii) one hundred eighty (180) days after the Alaska Interests Closing Date; or (iii) upon discontinuation of services in accordance with Section 5.1; whichever occurs first (the PERL Services Term). PERL shall have no obligation to materially alter the PERL Services to accommodate changes in the commercial or physical operation of the Assets. Section 1.2 Employees. At all times during the performance of PERL Services, all persons performing such PERL Services (i) shall be in the employ and/or under the control of

Exhibit F, Page 1

PERL (including agents, contractors, temporary employees and consultants); (ii) shall be independent from Buyer and not employees of Buyer; and (iii) shall not be entitled to any payment, benefit or perquisite directly from Buyer on account of such PERL Services. PERL will not be required to provide any particular PERL Service if the provision of such service would violate any Applicable Laws or Contracts. PERL will use commercially reasonable efforts to secure consents and/or approvals of vendors, lessors and licensors relating to the provision of the PERL Services. Section 1.3 Standard of Performance. PERL shall perform or cause to be performed the PERL Services with the same degree of care, skill and prudence it customarily exercises for its own operations, and in material compliance with Applicable Laws. Buyer acknowledges that PERL is not a professional provider of the types of services included in the PERL Services and that the personnel providing such services have other responsibilities and will not be dedicated full time to performing the PERL Services. Section 1.4 Records. PERL shall maintain or cause to be maintained true and correct records of all receipts, invoices, reports and such other documents as are customarily maintained by it for its own operations relating to the PERL Services rendered hereunder. Buyer shall have the right to inspect such records during regular office hours following reasonable prior written notice of any such inspection. Section 1.5 Representatives of PERL. PERL will, at all times during the PERL Services Term, keep representatives of PERL available either by telephone, pager or in person, to receive communications from Buyer regarding the PERL Services and to respond to inquiries concerning the performance of the PERL Services. The PERL representatives are designated in Schedule 1.5. Section 1.6 Limitation of PERL Services. Except as expressly agreed herein, in connection with the performance of its obligations under this Agreement, in no event shall PERL be obligated to: (a) make modifications to its existing systems; (b) acquire additional assets, equipment, rights or properties (including computer equipment, software, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property); (c) hire additional employees; (d) undertake any capital expenditures; (e) pay any costs related to the transfer or conversion of data from PERL to Buyer; or (f) identify, list or register PERL as the operator of any facility for which a permit, license or registration is required under Environmental Laws or identify, list or register PERL as the generator of any hazardous materials arising from operation of the Assets after the Alaska Interests Closing. Section 1.7 Capital Expenditures. Notwithstanding anything to the contrary, unless Buyer shall otherwise consent in writing in its sole discretion, PERL will not incur any capital expenditures on Buyers behalf except in case of emergency or as may otherwise be required to prevent injury or damage to Persons, property or the environment or except for capital expenditures that have been approved prior to the date of this Agreement or are covered by the authorizations for expenditures (AFEs) listed on Schedule 1.7.

Exhibit F, Page 2

ARTICLE II COMPENSATION Section 2.1 Compensation for PERL Services. Buyer shall pay to PERL the amounts set forth on Schedule 2.1 for the provision of the PERL Services. Section 2.2 No Advance Obligation. Notwithstanding anything in this Agreement to the contrary, PERL shall not be obligated to make or advance any payments on behalf of Buyer pursuant to any of the PERL Services except to the extent that at least five (5) Business Days before such payment is due (i) Buyer has advanced adequate immediately available funds to PERL for such purpose or (ii) PERL has received and is then holding adequate immediately available funds from Buyer for PERL Services. Section 2.3 Forward Invoicing. PERL, at its option, may advance any funds needed to make any payments on behalf of Buyer pursuant to any of the PERL Services, and Buyer shall reimburse PERL for all such advances. In lieu of advancing such funds, PERL may, at its sole option, require Buyer to advance to PERL the estimated amount of the payments required to be made on behalf of Buyer in connection with provision of the PERL Services for any month; and adjustment between the estimated payment amounts and the actual payment amounts shall be made on the next month's billing. Such advances shall be reflected in an invoice from PERL to Buyer and shall be due and payable on or before the later of (i) seven (7) Business Days before the first day of the calendar month in which it is anticipated such estimated payments will be incurred or (ii) three (3) Business Days after such invoice is received by Buyer. ARTICLE III PAYMENT AND DEFAULT Section 3.1 Submission of Invoice. PERL shall submit an invoice (the Invoice) to Buyer on or before the tenth (10th) Business Day of each month setting forth the amounts due PERL hereunder for the PERL Services for the preceding month and any advances made by PERL on behalf of Buyer pursuant to Section 2.3 for which Buyer has not made an advance payment pursuant to Section 2.2. Section 3.2 Payment of Invoices. Absent manifest error in calculations contained in an Invoice (if there is a manifest error, such error will be corrected promptly), Buyer shall pay on or before the last Business Day of each month in which it receives an Invoice the amounts invoiced to it by wire transfer of immediately available funds to the bank account designated by PERL. Adjustment credits or debits shall be shown on the Invoice next succeeding the Invoice in which the adjustment is made. Interest will accrue on any unpaid invoiced amounts at a per annum rate equal to the sum of (a) the greater of U.S. Prime Rate and four percent (4.0%) plus (b) ten percent (10.0%) (Interest Rate), from the date due, compounded quarterly, until such amounts, together with all accrued and unpaid interest thereon, are paid in full. Any preexisting obligation to make payment for the PERL Services provided hereunder shall survive the termination of a PERL Service and this Agreement.

Exhibit F, Page 3

Section 3.3 Payment Disputes. As soon as reasonably practicable, but in no event later than twenty (20) days after Buyer receives an Invoice, Buyer may object to any invoiced amounts for any PERL Service, provided such objection is made in writing to PERL and that Buyer promptly and timely pays to PERL any and all invoiced amounts that are not disputed. As soon as reasonably practicable, but in no event later than fifteen (15) days after PERL receives Buyers written report, the Parties shall meet and undertake to agree on the adjustments (if any) to the Invoice. If the Parties fail to agree on the adjustments (if any) within the fifteen (15)-day period, either Party may submit the disputed items to a qualified accounting referee acceptable to the Parties for resolution. The Parties shall direct the accounting referee to resolve the dispute within twenty (20) days after having the relevant materials submitted for review and to determine whether such disputed items are subject to interest in accordance with Section 3.2.. The decision of the accounting referee will be binding on and non-appealable by the Parties. The fees and expenses associated with the accounting referee will be borne equally by the Parties. Any amounts owed by one Party to the other as a result of the final Invoice amount will be paid within five (5) Business Days after the date when the amounts are agreed upon by the Parties or the Parties receive a decision of the accounting referee, and the adjustments included in the final Invoice will be final and binding between the Parties and not subject to further audit or arbitration. Section 3.4 Default. (a) Buyer Default.

(i) Buyer shall be in default under this Agreement (a Buyer Default) if Buyer fails to timely pay any invoiced amount for PERL Services provided pursuant to this Agreement in accordance with the provisions of this Article III. (ii) Upon the occurrence of a Buyer Default, PERL may, at its option, suspend all or any portion of the provision of PERL Services hereunder, including PERL Services for which payment is outstanding, until such time as the Buyer Default is cured and all amounts owed to PERL under this Agreement for such suspended PERL Services are paid in full. PERLs suspension of the provision of any of the PERL Services in accordance with this Section 3.4(a) shall not give rise to any default or liability on the part of PERL.

(b)

PERL Default.

(i) PERL shall be in default under this Agreement (a PERL Default) if PERL fails to provide a PERL Service to Buyer in accordance with the terms and conditions of this Agreement, which failure continues for at least thirty (30) days following receipt of written notice to PERL; provided, if PERL cannot reasonably cure such failure within such thirty (30)-day period, no PERL Default shall be deemed to occur provided PERL demonstrates that it has taken steps to cure such failure within such thirty (30)-day period and diligently prosecutes such cure to completion. (ii) Upon the occurrence of a PERL Default, Buyer may, at its option and as its sole remedy, (A) secure such PERL Service from any Person qualified to provide

Exhibit F, Page 4

such PERL Service (a Third Party Provider) and (B) for the minimum remaining term PERL is obligated to provide such PERL Service under the terms of this Agreement, receive from PERL concurrently on the date payment is due to a Third Party Provider, payment of the positive difference, if any, between the cost of purchasing such substitute PERL Service and the amount that would have been paid to PERL under the terms of this Agreement for such PERL Service if no PERL Default with respect to such PERL Service had occurred. Buyer will use all commercially reasonable efforts to minimize any such positive difference. Section 3.5 Taxes. Any sales taxes imposed on PERL for PERL Services that PERL is required to pay or incur shall be passed on to Buyer as an explicit surcharge and shall be paid by Buyer in addition to any PERL Service fee payment, whether included in the applicable Invoice or added retroactively. If Buyer submits to PERL a timely and valid resale or other exemption certificate acceptable to PERL and sufficient to support the exemption from taxes, then such taxes will not be added to the PERL Service fee payable pursuant to this Article III. The Parties will cooperate to minimize the imposition of any taxes. Section 3.6 Transition Accounting. Not later than the fifteenth (15th) Business Day following each month, PERL shall prepare or cause to be prepared a detailed settlement statement of the Assets and Buyer's estimated share of operating revenues and expenditures detailing the estimated production volumes and revenues, operating costs, capital expenditures, royalties, overriding royalties, severance and ad valorem taxes and will disburse any receipts, net of expenses, to Buyer within five (5) days from the date of such settlement statement. All remittances to Buyer shall be made by wire transfer to the account of Buyer, Account No. . To the extent __________________________ , at ____________________ Bank, ABA No. disbursements exceed receipts for Buyers account resulting in a cash shortfall for the period covered by the settlement statement, Buyer shall reimburse PERL for such cash shortfall within five (5) days from the date of such settlement statement. Section 3.7 Final Service Settlement Statement. No later than ninety (90) days after the end of the PERL Services Term, PERL will deliver to Buyer a final settlement statement (the Final Service Settlement Statement) setting forth the actual amount of net production, revenue and expenditures and the resulting adjustment to the estimated proceeds already remitted to PERL or paid by Buyer. As soon as reasonably practicable, but in no event later than twenty (20) days after Buyer receives the Final Settlement Statement, Buyer may deliver to PERL a written report containing any changes that Buyer proposes to be made to such statement. If Buyer fails to timely deliver the written report to PERL containing changes Buyer proposes to be made to the Final Service Settlement Statement, the statement as delivered by PERL will be deemed to be correct and will be final and binding on the Parties and not subject to further audit or arbitration. As soon as reasonably practicable, but in no event later than fifteen (15) days after PERL receives Buyer's written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Service Settlement Statement. If the Parties fail to agree on the final adjustments within the fifteen (15)-day period, either Party may submit the disputed items to the accounting referee for resolution. The Parties shall direct the accounting referee to resolve the disputes within twenty (20) days after having the relevant materials submitted for review. The

Exhibit F, Page 5

decision of the accounting referee will be binding on and non-appealable by the Parties. The fees and expenses associated with the accounting referee will be borne equally by the Parties. Any amounts owed by one Party to the other as a result of the Final Service Settlement Statement, together with interest on such amount from (and including) the Alaska Interests Closing Date to (and excluding) the date of payment at the Interest Rate, will be paid within five (5) Business Days after the date when the amounts are agreed upon by the Parties or the Parties receive a decision of the accounting referee, and the adjustments included in the Final Service Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitration. ARTICLE IV TERM OF AGREEMENT No PERL Services shall be provided after the expiration or earlier termination of the PERL Services Term, except by the mutual written agreement of Parties. The PERL Services may be terminated prior to the expiration of the PERL Services Term by following the procedures set forth in Article V. ARTICLE V CESSATION OF SERVICES Section 5.1 Discontinuation of Services. After the Effective Date, Buyer may, without cause and in accordance with the terms and conditions hereunder, request the discontinuation of the PERL Services by giving PERL at least thirty (30) days prior written notice, provided: (a) Buyer shall be liable to PERL for all costs and expenses PERL remains obligated to pay under any existing contract or arrangement related to the PERL Services and (b) PERL shall use commercially reasonable efforts to minimize all such costs and expenses. Buyer may request partial discontinuation of the PERL Services and PERL shall use commercially reasonable efforts to accommodate such request. In such case, by mutual written agreement, the Parties may agree to a partial discontinuation of the PERL Services and a corresponding reduction in consideration payable therefor pursuant to Article III. Section 5.2 Procedures Upon Discontinuation or Termination of Services. Upon the discontinuation or termination of the PERL Services hereunder, this Agreement shall be of no further force and effect, except as to obligations accrued prior to the date of discontinuation or termination; provided however, Article I, Article VI, Article VII and Sections 8.2, 8.3, 8.4 and 8.12 of this Agreement shall survive such discontinuation or termination. PERL shall, within thirty (30) days after discontinuation or termination of the PERL Services, deliver to Buyer all property in its possession, including all books, records, contracts, receipts for deposits and all other papers or documents maintained by PERL and which pertain exclusively to the PERL Services; provided, PERL may retain archival copies of materials provided to Buyer pursuant to this Section 5.2. Section 5.3 Continuation of PERL Services Post PERL Services Term. The Parties acknowledge and agree that the PERL Services will continue (and PERL shall continue to perform Exhibit F, Page 6

and be compensated) past the PERL Services Term as necessary to complete such PERL Services applicable to the production month in which the PERL Services Term expires including (without limitation) accounts payable, revenue accounting and regulatory and reporting services. ARTICLE VI CONFIDENTIALITY Section 6.1 Generally. Each Party agrees: (a) to hold in trust and maintain confidential; (b) not to disclose to others (other than Affiliates, prospective lenders or investors, and the advisors of the foregoing, all to the extent such parties are bound by similar obligations of confidentiality) without prior written approval from the providing Party; (c) not to use for any purpose, other than such purpose as may be authorized in writing by the providing Party; and (d) to prevent duplication of and disclosure to any other party, any information received from the providing Party or developed, presently held or continued to be held, or otherwise obtained by the receiving Party under this Agreement. Such information includes all results of any PERL Services provided hereunder, information disclosed by either Party orally, visually, in writing or in other tangible form, and includes all nonpublic or proprietary information of any nature (including prices, trade secrets, technological know-how, data and all other nonpublic or proprietary concepts, methods of doing business, ideas, materials or information), and all information derived from any nonpublic or proprietary information. Section 6.2 Exceptions. The foregoing obligations of confidence, nondisclosure and nonuse shall not apply to any information that: (a) was in the public domain at the time of disclosure by one Party to the other; (b) enters the public domain through no fault of the disclosing Party; (c) was communicated to one Party by a non-Party free of any obligation of confidence known to the recipient; or (d) was developed by officers, employees or agents of or consultants to one Party independently of and without reference to the proprietary information of another Party, and, in the case of the disclosing Party, was not developed while performing under this Agreement. Specific information shall not be deemed to come under the above exceptions merely because it is embraced by more general information that is or becomes public knowledge. Section 6.3 Required Disclosure. The receiving Party may disclose the providing Party's information to the extent necessary or convenient and appropriate to attorneys of litigants or to Governmental Authorities to comply with any obligation imposed on the receiving Party in connection with a proceeding in a court or other Governmental Authority of competent jurisdiction, provided that the receiving Party gives reasonably prompt notice to the providing Party of the need for such disclosure, together with such other information about the proceeding as will enable the providing Party to evaluate the obligation and the need and to elect either to intervene or otherwise appear or act in the proceeding to protect directly the providing Party's information at the expense of the providing Party. Alternatively, the providing Party may request the receiving Party to, and if so requested, the receiving Party shall, make a reasonable and diligent effort at the expense of the providing Party to obtain a protective order or otherwise to protect the confidentiality of information sought to be obtained in said proceeding.

Exhibit F, Page 7

Section 6.4 Length of Confidentiality Obligation. Each Party agrees to maintain and protect the confidentiality of the information of the providing Party as set forth in this Article VI for a period of two (2) years from the date of termination of this Agreement. ARTICLE VII INDEMNITY Section 7.1 Buyers Indemnification for Non-Party Claims. Buyer agrees, to the fullest extent permitted by Applicable Laws, to release, indemnify, defend and hold harmless PERL and its Affiliates against and from all Claims asserted by non-Parties caused by or arising out of or resulting from the provision of PERL Services pursuant to this Agreement. Buyer shall periodically reimburse any Person entitled to indemnity under this Article VII for its legal and other expenses incurred in connection with defending any such Claim. The indemnity obligations of Buyer pursuant to the preceding sentence shall apply to any Claim asserted against PERL in connection with or as a result of the performance of PERL Services, including any Claim actually or allegedly resulting from the sole, joint or concurrent negligence, or other fault of PERL, as well as any strict liability Claim that may be asserted or imposed against PERL, including, but not limited to, any such Claims asserted pursuant to Environmental Laws; provided, however, such indemnity obligations shall not apply to any Claim actually resulting on the account of the willful misconduct or gross negligence of PERL. Section 7.2 Defense of Non-Party Claims. Upon receipt of a written notice of a Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by PERL, involving a non-Party for which Buyer believes it may have an obligation of indemnity under this Agreement, Buyer shall, if it so elects in accordance with this Section 7.2 (without prejudice to its right to contest its obligation of indemnity under this Agreement), assume the defense of any such Claim with counsel selected by Buyer, and PERL shall cooperate in all reasonable respects. In all instances, PERL may employ separate counsel and participate in the defense of any such Claim; provided, if Buyer has assumed the defense of any Claim pursuant to this Section 7.2 and has agreed to indemnify PERL, the fees and expenses of counsel employed by PERL with respect to such Claim shall be borne solely by PERL. With respect to any such Claim: (a) Buyer shall defend PERL against such Claim, (b) Buyer shall pay any judgment entered or settlement, (c) Buyer shall not consent to the entry of any judgment or enter into any settlement that (i) does not include a provision whereby the plaintiff or claimant in the matter releases PERL from all liability with respect to such Claim, and (ii) would restrict PERLs ability to conduct its business in the ordinary course, and (d) PERL shall not consent to the entry of any judgment or enter into any settlement with respect to such Claim without Buyer's prior written consent. If Buyer has not elected to undertake the defense of any such Claim, or if Buyer assumes the defense of any such Claim pursuant to this Section 7.2 but fails to diligently defend against the Claim within thirty (30) days following any written notice from PERL asserting such failure, then PERL shall have the right to defend, at the sole cost and expense of Buyer (to the extent PERL is entitled to indemnification hereunder), such Claim by all appropriate proceedings. In such instances, PERL shall have full control of such defense and proceedings; provided, PERL shall not settle such Claim without the written consent of Buyer; provided further, if Buyer fails to notify PERL in writing as to whether

Exhibit F, Page 8

or not it consents to such settlement within thirty (30) days following its receipt of notice of such settlement from PERL, then such consent shall be deemed given. Buyer may participate in, but not control, any defense or settlement controlled by PERL pursuant to this Section 7.2, and Buyer shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 7.2, if Buyer disputes its potential liability to PERL under this Section 7.2 and if such dispute is resolved in favor of Buyer, Buyer shall not be required to bear the costs and expenses of PERLs defense pursuant to this Section 7.2. ARTICLE VIII MISCELLANEOUS Section 8.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Section 8.2 Notices. All notices that are required or may be given pursuant to this Agreement shall be sufficient in all respects if given in writing and sent (properly addressed as set forth below) via (a) U.S. mail with all postage and other charges fully prepaid; (b) electronic mail with a PDF of the notice or other communication attached (with the original sent by U.S. mail the same day such electronic mail is sent); (c) facsimile transmission; (d) hand delivery; or (e) commercial overnight delivery services. If to PERL: Pacific Energy Resources Ltd. Attn: President 111 W. Ocean Boulevard, Suite 1240 Long Beach, California 90802 Telephone: (562) 628-1526 Facsimile: (562) 628-1536 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 Stang Ziehl & Jones LLP Attn: Ira D. Kharasch 10100 Santa Monica Blvd., 11th Floor

Exhibit F, Page 9

Los Angeles, California 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 If to Buyer: New Alaska Energy, LLC Attn: Bob Gross 1150 South Colony Way, Suite 333 Palmer, Alaska 99645 Telephone: (907) 746-4796 Facsimile: (907) 746-4798

Either Party may change its address by notifying the other Party in writing of such address change. A notice shall be deemed effective on the date on which such notice is received by the addressee, if by mail, or on the date sent, if by facsimile, on the date received (as evidenced by fax machine confirmation of receipt) or if by electronic mail, on the date received (as evidenced by computer generated confirmation of receipt);or hand delivery on the date received or overnight delivery on the date received, provided, if such date is not a Business Day, then the date of receipt shall be on the next date that is a Business Day. Section 8.3 Governing Law: Jurisdiction; Venue. (a) This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the internal laws of the State of Alaska, without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. (b) Any and all disputes between the Parties relating to, arising out of, in connection with, or attributable to this Agreement shall be submitted to the Bankruptcy Court for resolution. Any decision of the Bankruptcy Court regarding this Agreement shall be conclusive and will be binding on the Parties and their respective successors and assigns, subject to rights of rehearing, appeal or certioriari. Each of the Parties hereby irrevocably consents to the exclusive jurisdiction and venue of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of such court. The Parties hereby waive trial by jury in any action, proceeding or counterclaim brought by any Party against another in any matter whatsoever arising out of or in relation to or in connection with this Agreement. Section 8.4 Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. Section 8.5 Waivers. Any failure by any Party to comply with any of its obligations, agreements or conditions herein contained may be waived by the Party to whom such

Exhibit F, Page 10

compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified as a waiver, but not in any other manner. No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Section 8.6 Assignment. No Party shall assign or otherwise transfer all or any part of this Agreement, nor shall any Party delegate any of its rights or duties hereunder, without the prior written consent of the other Party and any transfer or delegation made without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Section 8.7 Entire Agreement. This Agreement and the Schedules attached hereto constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. Section 8.8 Amendment. This Agreement may be amended or modified only by an agreement in writing signed by PERL and Buyer and expressly identified as an amendment or modification. Section 8.9 No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Buyer, PERL, PEAO AND PEAH to any claim, cause of action, remedy or right of any kind. Section 8.10 References. In this Agreement:
(a) (b) (c)

References to any gender includes a reference to all other genders; References to the singular includes the plural, and vice versa; Reference to any Article or Section means an Article or Section of this

Agreement;
(d) Reference to any Schedule means a Schedule to this Agreement, all of which are incorporated into and made a part of this Agreement; (e) Unless expressly provided to the contrary, hereunder, hereof, herein and words of similar import are references to this Agreement as a whole and not any particular Section or other provision of this Agreement; (f)

References to $ or dollars means United States dollars; and

(g) Include and including means include or including without limiting the generality of the description preceding such term.

Exhibit F, Page 11

Section 8.11 Construction; Maximum Interest Each of PERL and Buyer has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby. This Agreement is the result of arms-length negotiations from equal bargaining positions. It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision thereof. If this Agreement shall require the payment of interest in excess of the maximum amount permissible under applicable law, then the interest obligations of the Party owing interest hereunder shall, automatically and retroactively, be deemed reduced to the highest maximum amount permissible under applicable law. In the event a Party receives as interest an amount that would exceed such maximum applicable rate, the amount of any excess interest shall not be applied to the payment of interest hereunder, but shall, automatically and retroactively, be applied to the reduction of other obligations due hereunder. In the event and to the extent such excess amount of interest exceeds the outstanding obligations hereunder, any such excess amount shall be immediately returned to the Party who paid such excess amount. Section 8.12 Limitation on Damages. Notwithstanding anything to the contrary contained herein, none of Buyer, PERL or any of their respective Affiliates shall be entitled to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby (other than consequential, special or punitive damages suffered by third Persons for which responsibility is allocated between the Parties pursuant to the terms of this Agreement) and each of Buyer and PERL, for itself and on behalf of its Affiliates, hereby expressly waives any right to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby (other than consequential, special or punitive damages suffered by third Persons for which responsibility is allocated between the Parties pursuant to the terms of this Agreement). Section 8.13 No Fiduciary Duty. It is expressly understood and agreed that this Agreement is a purely commercial transaction between the Parties and that nothing stated herein shall operate to create any fiduciary duty which a Party shall owe to the other Party. IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the date first above written. PERL: PACIFIC ENERGY RESOURCES LTD. By. ___________________________________________ Name: ________________________________________ Title: _________________________________________

Exhibit F, Page 12

BUYER:

NEW ALASKA ENERGY, LLC By: ___________________________________________ Name: _________________________________________ Title: _________________________________________

Exhibit F, Page 13

SCHEDULE 1.1 to TRANSITION SERVICES AGREEMENT The PERL Services to be provided pursuant to the Transition Services Agreement shall include, but not be limited to, the following: 1. Bookkeeping, accounting, financial reporting services, including the preparation of monthly and quarterly financial statements. 2. Billing and collection, and accounts receivable maintenance services. 3. Payables management and processing services. 4. Budgeting and forecasting services. 5. Treasury, cash management, and support. 6. Computer hardware and software and support services, data processing and storage, computer backup and maintenance services, help desk services, and telecommunication services. 7. Oil and gas marketing services. 8. Engineering services. 9. Drilling and support services. 10. On-site field services, including without limitation foremen, pumpers and field technicians. 11. Purchasing and logistics services. 12. Land and lease administration and general contract administration services 13. Environmental, health and safety compliance resources and personnel, including, but not limited to, conducting oil spill responses using PERL-owned equipment, as needed. 14. Insurance support and insurance coverage under PERLs policies or policies issued in the name of PERL, including general liability, excess liability, commercial crime, fiduciary liability, workers compensation, and auto liability as may be requested from time to time. 15. Regulatory compliance services. 16. Management and administrative support services and personnel, office supplies and equipment, and office space and records retention space in California, including utilities. 17. Management and administrative personnel in Anchorage. Office and related costs in Anchorage to be charged directly to Buyer. 18. Human resources support services, payroll agent activities, and benefit plan administration support services, as needed.

Exhibit F, Page 14

SCHEDULE 1.7 to TRANSITION SERVICES AGREEMENT Alaska Operated and Aurora Open Authorizations for Expenditures (AFEs): AFE # 866001 Project Description WMRU install new gas detectors and controllers for the pump buildings Approved AFE $ $55,000 Spending thru August 3, 2009 $12,931 Project Forecast $35,000

Exhibit F, Page 15

SCHEDULE 2.1 to TRANSITION SERVICES AGREEMENT The fees and expenses payable to PERL for the PERL Services shall include: 1. Monthly Fee - The fees for the PERL Services provided under the Agreement shall be ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) per month (pro rated for any partial month) or such fees as determined by the parties to reflect changes in the direct and indirect costs to PERL to provide the PERL Services. The parties agree that the foregoing amount is the value of the PERL Services to be provided under the Agreement. 2. Out-of-Pocket Expenses - All actual out-of-pocket expenses incurred on behalf of Buyer by PERL including, without limitation: (a) costs and expenses reflected on the Sellers lease operating statement for (i) direct costs (including but not limited to royalties and transportation) and for (ii) lease operating expenses such as payroll and other employee costs, maintenance, subcontractors, permitting, office and other supplies, and equipment and materials that may be required in the operation and conduct of the Assets (similar accounting to the historical lease operating expenses except that general and administrative cost allocation shall be excluded and payroll benefits and burden costs shall be added); (b) actual payroll and benefit costs for general and administrative personnel located in Anchorage, AK, and actual costs of operating that office (rent, equipment, supplies, etc.), if and to the extent incurred during the PERL Services Term; (c) capital costs attributable to the operation and conduct of the Assets; (d) fees and expenses incurred in connection with the engagement of subcontractors, outside consultants, advisors, independent reserve engineers and accountants that PERL may engage to advise on the Assets to the extent requested by Buyer; and (e) legal and other costs associated with Buyers obligations to obtain required consents and approvals to the extent requested by Buyer; and (f) insurance.

Exhibit F, Page 16

Schedule 1 to Purchase and Sale Agreement (Alaska Group 1) CURE AMOUNTS TO BE INCLUDED IN PURCHASE PRICE AND 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 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Spill Prevention and Response, Inc. P.O. Box 7314 Nikiski, AK 99535 Exxon Mobil 3301 C. St. #400 Anchorage AK 99503-3958 FP Mailing Solutions Dept. 4272 Carol Stream IL 60122-4272 Frontier Business Systems 1432 Ingra St. Anchorage AK 99501 Agreement Office Landline and Internet Estimated Cure Amount* $0

Joint Operating Agreement (Three Mile Creek)

$123,546.00

West Foreland General Agreement and related agreements and pipeline easements West Foreland BLM-A-035017

$6,187.00

$47,589.00**

West Foreland General Agreement, related agreements and pipeline easements Kustatan to Trading Bay easements (subsurface rights) Response Action Contract

$8,484.00

$23,992.00

$0

Point Thomson Unit Joint Operating Agreement Postage Meter

$0

$58.00

Copier Lease

$0

Schedule 1, Page 1

Counterparty Industrial Refuse Inc. 44196 Kalifornsky Beach Road Soldotna AK 99669 Lewis & Lewis 405 E. Fireweed Lane Anchorage AK 99503 MTA Communications 301 S. Chugach Street Palmer AK 99645 Salamatof Native Association P.O. Box 2682 Kenai AK 99611 Salamatof Native Association P.O. Box 2682 Kenai AK 99611 Salamatof Native Association P.O. Box 2682 Kenai AK 99611

Agreement Container Rentals

Estimated Cure Amount* $809.32

Printer Maintenance Contract

$1,053.93

Phone Maintenance

$1,474.04

West Foreland General Agreement and related agreements and pipeline easements (surface rights) Right-of-Way Annual Lease for airstrip

$5,531.00

$0

Amendment #1 Surface Use and Easement Agreement (orig. agreement is dated August 27, 1999, amendment is effective August 1, 2002) Note - $50,000 due August 27, 2009 to be added during reconciliation.

$0

Spectra Logic Corporation 1700 55th Street Boulder CO 80301 State of Alaska, Department of Natural Resources (as beneficiary) and First Nation Bank Alaska (as escrow agent) Symantec Corporation P.O. Box 60000 San Francisco CA 94160

Software Maintenance Contract

$0

Escrow Agreement for Abandonment Liabilities of Redoubt Unit

$0***

Software License

$0

* Cure amounts are calculated as of July 23, 2009, and are subject to upward adjustment based upon a reconciliation of amounts owed through the Alaska Interests Closing Date.

Schedule 1, Page 2

** Excludes $100,000 to be reserved by Seller from the Purchase Price paid by Buyer at the Alaska Interests Closing, which amount is to be placed in a segregated account for subsequent reconciliation and settlement with the BLM. *** This amount may be negotiated downward between DNR and Buyer, subject to satisfactory documentation.

Schedule 1, Page 3

Schedule 2 to Purchase and Sale Agreement (Alaska Group 1) CERTAIN EXCLUDED ITEMS

1.

Sellers right, title and interest in that certain oil and gas platform built by the Superior Oil Company (Superior) in the E/2 of Section 34-10N-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 Bill of Sale dated December 22, 1998. Seller acquired Forests interest in the Spurr Platform in August 2007. Any residual permit obligations or agreements regarding the Coffee Creek Exploration Site. Encumbrances on WMRU pipeline throughput by Enbridge Pipelines, WPS Energy Services or the Medema Family Trust. Middle Lake Prospect Leases:

2. 3.

4.

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

Schedule 2, Page 1

Schedule 3 to Purchase and Sale Agreement (Alaska Group 1) PERFORMANCE BONDS

Account Type Bank Balance Notes Irrevocable Letter of Credit Standby Agreement (EPA). Cash collateralized with account #22504955 at First National Bank of Alaska. Cash deposited 12/14/07

EPA Bond

First National Bank of Alaska Department of Natural Resources, Division of Oil and Gas Department of Natural Resources, Division of Oil and Gas First National Bank of Alaska AK Oil & Gas Conservation Commission

$490,000.00

Blanket

$100,000.00

Cash Performance Guarantee signed Jan. 30, 2008. Cash deposited with DNR 12/14/07

Blanket Abandonment Liability

$500,000.00

Performance Guarantee. Cash deposited with DNR 12/14/07 Escrow Account Pledged to DNR for Redoubt Operations - Balance as of 5/31/09

$6,634,296.90

Drilling & Operating Bond Bureau of Land Management Bond

$200,000.00

Cash deposited with DNR 12/14/07

Bureau of Land Management

$25,000.00

Lease A 035017

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 post-petition suspended or escrowed royalties as of August 31, 2009: None Liability for post-petition suspended or escrowed royalties as of August 31, 2009: None (except what accrued during August 2009, which amounts have yet to be measured.)*

Liability for royalties occurs when Cook Inlet Pipe Line Company receives oil from Seller. Due to the volcanic eruption, there were no such receipts between the date Seller filed for bankruptcy protection and early August 2009 when receipts resumed on commencement of tightline operations.

Schedule 4, Page 1

Schedule 5 to Purchase and Sale Agreement (Alaska Group 1) RELATED AGREEMENTS (TO BE DETERMINED PRIOR TO CLOSING PURSUANT TO SECTION 6.1(a))

Schedule 5, Page 1

Exhibit D

PACIFIC ENERGY RESOURCES LTD.Exhibit A to Purchase and Sale Agreement (Alaska Group 1) DESCRIPTION OF THE ALASKA INTERESTS

GROUPIASSETS
Lease/Lessor Original Lessee (interest
[interest

Lease Date

Property Description

delineated in description assigned to PEAO)PERL] Bureau of Land Management 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: Fractional SW/4 SW/4 Section 27: 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 containing 857 acres, more or less.

Exhibit A, Page 1 1


Lease/Lessor Original Lessee (interest
[interest

Lease Date

Property Description

delineated in description assigned to PEAO)PERL] (ConocoPhillips[ConocoPhillips 40% operating rights in deep rights below 9400 West Foreland No 1 well)well]

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

MMS Oil and Gas Lease OCS-Y-01665

Forcenergy Inc.

8/1/1997

1.0000% Overriding Royalty Interest COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act from the United States Department of Interior, Minerals Management Service, effective August 1, 1997, identified as serial number OCS-Y01665 whose leased area is described as: That portion of Block 6163, 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 1,546.208235 hectares, and that portion of Block 6213, OCS Official Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal 8(g) Area C on Supplemental Official OCS Block Diagram dated February 3, 1994, containing 259,420981 hectares. 1.0000% Overriding Royalty Interest COSMOPOLITAN: Oil and Gas Lease of Submerged Lands Under the Outer
2of119

MMS Oil and Gas Lease OCS-Y-01664

Forcenergy Inc.

8/1/1997

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Continental Shelf Lands Act from the United States Department of Interior, Minerals Management Service, effective August 1, 1997, identified as serial number OCS-Y01664 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 Official Protraction Diagram NO 05-02, Seldovia, approved January 04, 1995, shown as Federal 8(g) Area B on the Supplemental Official 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

0.93750% Overriding Royalty Interest Cosmopolitan Unit, Tract 4 T. 3 S., R. 15W., Seward Meridian, Alaska Section 22: Protracted, All, 640 Acres; Section 23: Protracted, All, 640 Acres; Section 26: Surveyed, Fractional, All, 11.13 acres;
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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. 0.93750% Overriding Royalty Interest Cosmopolitan Unit, Tract 3 T. 3 S., R. 15W., Seward Meridian, Alaska Section 20: Protracted, All, within the computed Alaska seaward boundary, listed as state acreage on Alaskas 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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 4, 1993, 535.69 acres Section 33: Protracted, W/2, 320.00 acres;
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State of Alaska ADL 384403

Stewart Petroleum Company

1/1/1995

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee Superior Oil company

Lease Date

Property Description

State of Alaska ADL 18790

9/1/1962

containing 2,758.69 acres, more or less 0.918750% Overriding Royalty Interest Cosmopolitan Unit, Tract 7 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. 0.937500% Overriding Royalty Interest Cosmopolitan Unit, Tract 1
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State of Alaska ADL 387102

Arco Alaska Inc.

2/1/1996

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 4, 1993, 2.50 acres; containingContaining 1,109.14 acres, more or less Overriding Royalty Interest 1.0000% 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 Alaskas seaward boundary diagram approved by the state on Feb. 9, 1993, 634.15 acres;
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State of Alaska ADL 389230

Arco Alaska Inc.

2/1/2000

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 6: All tide and submerged land within the computed seaward boundary, listed as state acreage on Alaskas 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 Alaskas 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 Alaskas seaward boundary diagram approved by the state on Feb. 9, 1993, 530.49 acres; containing 4,035.72 acres, more or less 1.0000% Overriding Royalty Interest Cosmopolitan Unit, Tract 8 (Partial) T. 4 S., R. 15 W., Seward Meridian, Alaska Section 19: Protracted, N/2. 311.00 acres.
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State of Alaska ADL 389525

Phillips Alaska, Inc.

5/1/2001

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee Phillips Alaska, Inc.

Lease Date

Property Description

State of Alaska ADL 389526

5/1/2001

containing 311.00 acres, more or less 1.0000% Overriding Royalty Interest Cosmopolitan Unit, Tract 9 T. 4 S., R. 16 W., Seward Meridian, Alaska Section 13: Protracted, All, as listed as state acreage on Alaskas 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 Alaskas seaward boundary diagram approved by the state on February 2, 1993, 84.02 acres; Containing 100.70 acres, more or less 1.0000% Overriding Royalty Interest COSMOPOLITAN: T. 4 S., R. 15 W. Seward Meridian, Alaska Section 19: Protracted, S/2. 311.00 acres; Section 20: Protracted, All, 640.00 acres; Section 21: Protracted, All, 640.00 acres; Section 28: Unsurveyed, All tide and submerged lands, 637.31 acres; Section 28: Surveyed, Fractional, Lot 1, 2.69 acres; Section 29: Protracted, All, 640.00 acres;
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State of Alaska ADL 390308

Phillips Alaska

5/1/2001

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 30: Protracted, All, 624.00 acres; Section 31: Protracted, All, 619.00 acres; Section 32: Protracted, All, 640.00 acres; Section 33: Unsurveyed, All tide and submerged lands, 492.02 acres; Section 33: Unsurveyed, Fractions, Lots 1 and 2, 32.06 acres containing 5,278.08 acres, more or less. 1.0000% Overriding Royalty Interest COSMOPOLITAN: T. 4 S., R. 16 W. Seward Meridian, Alaska Section 24: Protracted, S/2. As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 169.97 acres; Section 25: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 270.70 acres; Section 35: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 28.64 acres; Section 36: Protracted, All, As listed as state acreage on Alaskas seaward boundary diagram approved by the state on February 2, 1993, 631.16 acres;
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State of Alaska ADL 390309

Phillips Alaska, Inc.

5/1/2001

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State of Alaska ADL 374002

Danco/Alaska Partnership Ltd.

4/1/1991

containing 1,100.47 acres, more or less. 100% Working Interest Redoubt Unit Tract 2 T. 7 N., R. 13 W., Seward Meridian, Alaska Section 19: Section 20: Section 21: Section 28: Section 29: Section 30: Section 31: Section 32: Section 33: Protracted, All, 615 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted ,All, 617 acres; Protracted, All, 619 acres; Protracted, All, 640 acres; Protracted, All, 640 acres;

State of Alaska ADL 381203

Danco/Alaska Partnership Ltd.

12/1/1994

containing 5,691 acres, more or less. 100% Working Interest Redoubt Unit Tract 3 T. 7 N., R. 14 W., Seward Meridian, Alaska Section 13: Section 14: Section 23: Section 24: Section 25: Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres; Protracted, All, 640 acres;

10of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 26: Protracted, All, 640 acres; containing 3,840 acres, more or less. 100% Working Interest Redoubt Unit Tract 1 T. 7 N., R. 13 W., Seward Meridian, Alaska Section 4: Protracted, All, 640 acres; Section 5: Protracted, All, 640 acres; Section 6: Protracted, All, 610 acres; Section 7: Protracted, All, 612 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, 613 acres; containing 5,675 acres, more or less. 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
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State of Alaska ADL 378114

Danco/Alaska Partnership Ltd.

12/1/1994

State of Alaska ADL 390368

Forest Oil Company

10/1/2003

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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. 30% & 70% Working Interest Three Mile Creek Unit Tract 4 T. 13 N., R. 11 W., Seward Meridian, Alaska, Tract A Segment 1: As to a 30% working interest in 2,800.00 acres, more or less, and described as follows: Section 22: Unsurveyed, SE/4; 160 acres; Section 23: Unsurveyed, SW/4; 160 acres; Section 26: Unsurveyed, All; 640 acres; Section 27: Unsurveyed, E/2, SW/4; E/2 NW/4; 540 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
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State of Alaska ADL 388233

Anadarko Petroleum Corporation and Arco Alaska, inc.

2/1/1997

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

follows: Section 22: Unsurveyed, SE/4NE/4; 40.00 acres; Section 23: Unsurveyed, NW/4; 160.00 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 McArthur River Unit, Tract 1 T. 8 N., R. 14 W., Seward Meridian, Alaska Section 3: Protracted, All; 640.00 acres; Section 4: Protracted, All; 640.00 acres;
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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 100% Working Interest West McArthur 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 100% Interest in Exploration License
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State of Alaska ADL 359112

Richard E. Wagner

12/1/1983

State of Alaska

Forest Oil

11/1/2003

Lease/Lessor

ADL 390078 EXPLORATION LICENSE

Original Lessee (interest delineated in description assigned to PEAO)Lessee Corporation

Lease Date

Property Description

Southern Susitna BasinExploration 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; 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. 19 N., R. 10 W., 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. Sections0106ions 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;
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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; Section 17, All, Excluding U.S. Survey 4783 & 4784;
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State of Alaska ADL 390578

Forest Oil Corporation

6/1/2005

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 471,474.23 100% 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;
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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. 100% Working Interest State of Alaska ADL 390585 Forest Oil Corporation 100% Working Interest North Alexander Prospect Tract CI2004-642 T. 15 N., R. 8 W., Tract A, Seward Meridian, Alaska. Section 19, Unsurveyed, All, Including The Bed ofOf 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 ofOf Ivan River, 616.00 Acres; Section 31, Unsurveyed, All, Including The Bed ofOf 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
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee Pan American Petroleum Corp.

Lease Date

Property Description

State of Alaska ADL 17595

2/1/1962

Acres, More or Less. 50% Working Interest Raptor Prospect T. 9 N., R. 12 W., Seward Meridian, Alaska. Sec. 17: All; 640 Acres; Sec. 18: All; 634 Acres; Sec. 19: N1/2, SW1/4SW1/4, N1/2SW1/4, SE1/4SE1/4, N1/2SE1/4 556.5 Acres; Sec. 20: All; 640 Acres. 100% Working Interest Raptor Prospect Tract CIA 2003-284 T. 9 N., R. 12 W., Seward Meridian, Alaska.

State of Alaska ADL 390370

Forest Oil Corporation

10/1/2003

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 50% Working Interest Raptor Prospect Tract CIA 2003-371 T. 10 N., R. 12 W., Seward Meridian,
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State of Alaska ADL 390379

Forest Oil Corporation

10/1/2003

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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 Corporation 6/1/2005 100% Working Interest Tutna Prospect 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
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State of Alaska ADL 390556

Forest Oil Corporation

6/1/2005

U.S. Survey 4551, 5.00 Acres; This Tract (CI2004-373) Contains 1,280.00 Acres, More or Less. 100% Working Interest Tutna Prospect Tract CI2004-374 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 100% Working Interest Tutna Prospect Tract CI2004-377 T. 10 N., R. 13 W., Tract A, Seward Meridian, Alaska.
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State of Alaska ADL 390557

Forest Oil Corporation

6/1/2005

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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 Corporation 10/01/2007 100% Working Interest Raptor Prospect 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;
22of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

This Tract (CI2006-285) contains 2,542.00 acres, more or less.

ADL 391224

Forest Oil Corporation

10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 01 T. 5 N., R. 1 W., Copper River Meridian, Alaska. Section 19, Surveyed, Lots 1 thru 4, NE1/4, W1/2SE1/4, E1/2W1/2, 555.37 acres; Section 20, Surveyed, N1/2N1/2,
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

N1/2SW1/4NE1/4, SW1/4SW1/4NE1/4, N1/2SE1/4SW1/4NE1/4, SW1/4SE1/4SW1/4NE1/4, N1/2NE1/4SE1/4NE1/4, NW1/4SE1/4NE1/4, NW1/4SW1/4SE1/4NE1/4, N1/2NW1/4NW1/4SE1/4, NW1/4SE1/4NE1/4SW1/4, SW1/4NE1/4SW1/4, N1/2NE1/4SW1/4, S1/2NW1/4, 332.50 acres; Section 29, Surveyed, SW1/4, W1/2W1/2SW1/4NW1/4, W1/2NW1/4NW1/4, 190.00 acres; Section 30, Surveyed, All, 637.23 acres; Section 31, Surveyed, All, 639.11 acres; Special Surveys U. S. Survey 10678 within Section 17, 160.00 acres; This Tract (01) contains 2,514.21 acres, more or less.

ADL 391225

Forest Oil Corporation

10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

24of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 02 T. 4 N., R. 1 W., Copper River Meridian, Alaska. Section 5, Surveyed, All, 638.56 acres; Section 6, Surveyed, All, 599.99 acres; Section 7, Surveyed, Lots 14, 24, 25, 28, 29, 30, 33, 34, 35, 38, 40, and 43, ASLS 79-144, Lots 1 thru 21, 327.63 acres; Section 8, Surveyed, N1/2, 320.00 acres; Section 17, Surveyed, ASLS 79-144, Lots 22 thru 48, 479.81 acres;
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Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 18, Surveyed, Lots 5 thru 44, and ASLS No. 79-13, Tracts A thru H, J, K, L, N, P, R, S, T,U, 544.02 acres; This Tract (02) contains 2,910.01 acres, more or less. ADL 391226 Forest Oil Corporation

10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 03 T. 4 N., R. 2 W., Copper River Meridian, Alaska. Section 4, Surveyed, All, 631.49 acres; Section 5, Surveyed, All, 628.83 acres; Section 6, Surveyed, All, 582.81 acres;
26of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

This Tract (03) contains 1,843.13 acres, more or less.

ADL 391227

Forest Oil Corporation

10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 04 T. 3 N., R. 3 W., Copper River Meridian, Alaska. Section 5, Surveyed, The bed of the Tazlina River, 39.48 acres; Section 6, Surveyed, The bed of the Tazlina River, 52.56 acres;
27of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

T. 4 N., R. 3 W., Copper River Meridian, Alaska. Section 32, Surveyed, The bed of the Tazlina River, 19.26 acres; Section 33, Surveyed, The bed of the Tazlina River, 73.99 acres; This Tract (04) contains 185.29 acres, more or less. 10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

ADL 391228

Forest Oil Corporation

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 05 T. 4 N., R. 4 W., Tract B, Copper River Meridian, Alaska.

28of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 10, Unsurveyed, All, including the bed of Mud Lake, 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, including the bed of Mud Lake, 640.00 acres; Section 15, Unsurveyed, All, including the bed of Mud Lake, 640.00 acres; This Tract (05) contains 3,840.00 acres, more or less. 10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

ADL 391229

Forest Oil Corporation

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 06 T. 4 N., R. 4 W., Tract A, Copper River

29of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Meridian, Alaska. Section 22, Unsurveyed, All, 640.00 acres; Section 23, Unsurveyed, All, 640.00 acres; Section 24, Unsurveyed, All, excluding Lot 2 of U.S. Survey 5503 and Lot 1 of U.S. Survey 5644, 490.71 acres; Section 25, Unsurveyed, All, excluding Lot 1 of U.S. Survey 5503 and Lot 2 of U.S. Survey 5644, 632.34 acres; Section 26, Unsurveyed, All, excluding that portion Lot 3 of U.S. Survey 5503, 638.18 acres; Section 27, Unsurveyed, All, including the bed of Plumb Bob Lake and excluding that portion of Lot 3 of U.S. Survey 5503 and U.S. Survey 4891, 631.96 acres; Section 34, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 35, Unsurveyed, All, 640.00 acres; Section 36, Unsurveyed, All, 640.00 acres;
30of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Special Surveys Lot 3 of U.S. Survey 5503, 5.00 acres; This Tract (06) contains 5,598.19 acres, more or less. 10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

ADL 391230

Forest Oil Corporation

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 07 T. 4 N., R. 4 W., Tract A, Copper River Meridian, Alaska. Section 28, Unsurveyed, All, excluding U.S. Survey 3340, U.S. Survey 3340A, Lots 1 and 2 of U.S. Survey 3732 and that portion of U.S. Survey 4940 within Section 28, 554.00 acres;
31of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 29, Surveyed, Fractional, Lot 1, Lots 3 thru 10, NE1/4NE1/4,SE1/4,SE1/4SW1/4,N1/2NW1/ 4, including the bed of the unnamed lake , 606.96 acres; Section 30, Surveyed, Fractional, Lots 1 thru 8, NE1/4, E1/2SW1/4, SE1/4NW1/4, 514.50 acres; Section 31, Surveyed, Fractional, Lots 1 thru 6, S1/2NE1/4, SE1/4, E1/2W1/2, 567.21 acres; Section 32, Surveyed, Fractional, Lot 1, NE1/4, S1/2, E1/2NW1/4, SW1/4NW1/4, 626.03 acres; Section 33, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; This Tract (07) contains 3,508.70 acres, more or less. 10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

ADL 391231

Forest Oil Corporation

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration 32of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 08 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 1, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 2, Unsurveyed, All, including the bed of the Tazlina River, 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 23, Unsurveyed, All, 640.00 acres; Section 24, Unsurveyed, All, 640.00 acres; This Tract (08) contains 5,120.00 acres, more or less.

33of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

09-30-2008 ***Lease relinquished in part*** Sections relinquished are: 11, 12, 13, 14, 23 and 24. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska Section 1: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 2: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Tract 08 contains 1,280.00 acres, more or less.

ADL 391232

Forest Oil Corporation

10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& 34of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 09 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 3, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 4, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 9, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 10, Unsurveyed, All, 640.00 acres; Section 15, Unsurveyed, All, 640.00 acres; Section 16, Unsurveyed, All, 640.00 acres; Section 21, Unsurveyed, All, 640.00 acres; Section 22, Unsurveyed, All, 640.00 acres; This Tract (09) contains 5,120.00 acres, more or less.

35of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

09-30-2008 **Lease relinquished in part** Sections relinquished: 9, 10, 15, 16, 21, and 22. New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska Section 3: Unsurveyed, All, including the bed of the Tazlina River, 640.00; Section 4: Unsurveyed, All, including the bed of the Tazlina River, 640.00; Tract 9 contains 1,280.00 acres, more or less. ADL 391233 Forest Oil Corporation

10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

36of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Copper River Prospect Tract 10 T. 3 N., R. 4 W., Copper River Meridian, Alaska. Section 5, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 6, Unsurveyed, All, 608.00 Acres; Section 7, Unsurveyed, All, including the bed of the Tazlina River, 610.00 acres; Section 8, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 17, Unsurveyed, All, 640.00 acres; Section 18, Unsurveyed, All, including the bed of the Tazlina River, 612.00 acres; Section 19, Unsurveyed, All, 614.00 acres; Section 20, Unsurveyed, All, 640.00 acres; This Tract (10) contains 5,004.00 acres, more or less.

09-30-2008 ***Lease relinquished in part*** Sections relinquished: 7, 8, 17, 18, 19, and 20.
37of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

New lease legal description: T. 3 N., R. 4 W., Copper River Meridian, Alaska Section 5: Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 6: Unsurveyed, All, 608.00 acres; Tract 10 contains 1,248.00 acres, more or less.

ADL 391234

Forest Oil Corporation

10/30/200710 2% (4% of 50% of 8/8ths) Overriding 302007 Royalty Interest

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin favorofPEAO.

Copper River Prospect Tract 11

38of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

T. 3 N., R. 5 W., Copper River 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, including the bed of the unnamed lake, 640.00 acres; Section 11, Unsurveyed, All, 640.00 acres; Section 12, Unsurveyed, All, 640.00 acres; Section 13, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 14, Unsurveyed, All, including the bed of the Tazlina River, 640.00 acres; Section 15, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; This Tract (11) contains 5,760.00 acres, more or less. ADL 391235 Forest Oil Corporation 10/30/2007
10302007

2% (4% of 50% of 8/8ths) Overriding Royalty Interest

50%WorkingInterestsubjectto4.000%of50% of8/8thsORRItoAnschutzExploration Corporation.50%WItobeassignedtoRutter& WilbanksCorporationsubjecttoanadditional 4%0f50%0f8/8thsORRItobereservedin 39of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

favorofPEAO.

Copper River Prospect Tract 12 T. 3 N., R. 5 W., Copper River Meridian, Alaska. Section 4, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; Section 9, Unsurveyed, All, including the beds of the unnamed lakes, 640.00 acres; Section 16, Unsurveyed, All, including the beds of the unnamed lakes, 640.00 acres; Section 17, Unsurveyed, All, including the bed of the unnamed lake, 640.00 acres; Section 18, Unsurveyed, All, including the bed of the unnamed lake, 612.00 acres; This Tract (12) contains 3,172.00 acres, more or less. State Of Alaska ADL 390571 Forest Oil Corporation 6/1/2005 100% Working Interest Pretty Creek Tract CI2004-544
40of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State of Alaska MHT 9300062

Forest Oil Corporation

1/1/2006

T. 13 N., R. 9 W., Tract A, Seward Meridian, Alaska. Section 1, Unsurveyed, SW4SW4Sw4sw4 Including The Bed Of Lewis River, 40.00 Acres; Section 2, Unsurveyed, S2S2 Including The Bed Of 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)(CIi2004544) Contains 1,159.99 Acres, More or Less. 100% Working Interest Three Mile Creek Tract 12, Mental Health Tract:
41of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

MHT 9300063

Forest Oil Corporation

1/1/2006

T. 13 N, R. 10 W., Seward Meridian, 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. 100% Working Interest Three Mile Creek Tract 37, Mental Health Tract 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
42of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State Of Alaska ADL 390579

Forest Oil Corporation

6/1/2005

Beluga River (605.00 Acres); Section 10: Surveyed, All, Excluding the Beluga River (580.00 Acres); Section 11: Surveyed, All, 640.00 Acres; Section 13: Unsurveyed, SE1/4,Se1/4, Excluding the Beluga River (139.00 Acres); Section 14: Surveyed, All, Excluding the Beluga River (587.00 Acres); By the United States Department Of The Interior, Bureau (35.00 Acres); of Land Management in Anchorage, Alaska on January 8, 1992 By the United States Department Of The Interior, Bureau (35.00 Acres); of Land Management in Anchorage, Alaska on January 8, 1992 100% Working Interest Pretty Creek Tract CI2004-608Ci2004608 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;
43of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 14, Unsurveyed, All, 640.00 Acres; Section 15, Unsurveyed, All, 640.00 Acres; This Tract (CI2004-608)(Ci2004608) Contains 5,760.00 Acres, More or Less.

44of119

Lease/Lessor

State Of Alaska ADL 390549

Original Lessee (interest delineated in description assigned to PEAO)Lessee Forest Oil Corporation

Lease Date

Property Description

10/1/2005

100% Working Interest West Foreland Tract CII2004-302CIi2004302 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; 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 100% Working Interest West Foreland
45of119

State Of Alaska ADL 390735

Forest Oil Corporation

10/1/2006

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Tract CI2004-302Ci2004302 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; 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)(Ci2004302) Contains 2,560.00 Acres, More or Less. State Of Alaska ADL 390749 Forest Oil Corporation 10/1/2006 100% Working Interest Pretty Creek Tract CI2005-601
46of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State Of Alaska ADL 47567

Pennzoil, FOC, Colorado Oil & Gas

10/1/1969

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. 5.2000% Working Interest Point Thomson C23-152 T9N-R22ESection 3: 640.00, Acres, All Section 4: 640.00 Acres, All Section 9: 640.00 Acres, All Section 10: 640.00 Acres, All Total Acres 2,560.00 Status of lease unknown pending determination by State of Alaska DNR

State Of Alaska ADL 47562

Pennzoil, FOC, Colorado Oil & Gas, Newmont, AlAquitaine

10/1/1969

5.2000% Working Interest Point Thomson C23-147 T. 10 N.-R. 22 E. Section 27: 640.00 Acres, All
47of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 28: 640.00 Acres, All Section 33: 640.00 Acres, All Section 34: 640.00 Acres, All Total Acres - 2,560.00

Status of lease unknown pending determination by State of Alaska DNR State of Alaska ADL 390100 Forest Oil Corporation 12/1/2002 100% Working Interest Olsen Creek Tract CI2002-555 T. 13 N., R. 10 W., Tract B, Seward Meridian, Alaska Section 06, Unsurveyed, N2, SW4, 470.00 Acres; Section 07, Unsurveyed, NW4 and the Bed of the Beluga River, 219.32 Acres; Section 08, Unsurveyed, The Bed of the Beluga River, 47.48 Acres; This Tract Contains 736.80 Acres, More or Less. 70.0000% Working Interest Non-unitized Trading Bay Unit Acreage Sabre Prospect
48of119

State of Alaska ADL 1760218730

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

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 1875818777 70.000% Working Interest Non-unitized Trading Bay Unit Acreage Sabre Prospect New Segment 1 T. 9 N., R. 14 W., S.M. Section 35, SE4 SE4, 40.00 Acres; Section 36, S2 SE4 NW4, 360.00 acres; Containing 400.00 acres, more or less. Pertains to all depths. State of Alaska ADL 17597 50.000% Working Interest Non-unitized North Trading Bay Unit Acreage
49of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Segment 1 Section, R13W, 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 Section, R13W, SM Section 27: N1/2NE1/4, W1/2 400; ACRES Section 28: ALL 640 ACRES Section 33: ALL 640 ACRES Section 34: S1/2, NE1/4 480 Acres Containing 2,000 Acres, More or Less. 1.00000% Overriding Royalty Interest Falls Creek Prospect 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, NW1/4NE1/4, N1/2NE1/4NE1/4SE1/4, NE1/4NW1/4, 85 Acres; Section 28, surveyed, SE1/4, 160 Acres; Section 29, Unsurveyed, All Tide and
50of119

State of Alaska ADL 384314

18758

Peter G. Zamarello

4/23/1997

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State of Alaska ADL 1873017602

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 Submerged Lands, 599.43 Acres; Section 32, Surveyed, Fractional, Lot 2, SE1/4, NE1/4SW1/4, 222.51 Acres; Section 32, Unsurveyed, All Tide And Submerged Lands, 51.96 Acres; Section 33, Surveyed, NE1/4, SW1/4SE1/4, E1/2W1/2, NW1/4NW1/4, 400 Acres; 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.

51of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

ForestOilCorporation

Lease Date

Property Description

StateofAlaska ADL389724 ExplorationLicense

50%WorkingInterest
CopperRiverProspect Prospectdividedinto12leasesassignedtoPERL& AnschutzExplorationCorporation 50.0000% Working

State of Alaska ADL 18772384314

PeterG.Zamarello

4/23/1997

1.00000%OverridingRoyalty Interest

Non-unitized Acreage New Segment 1

FallsCreekProspect Tract78014

T. 92 N., R. 1312 W., S.M.SewardMeridian,

Alaska

Section 13,19,Protracted, All, 640.00626 Acres;

52of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Section 14,20,Unsurveyed, All, 640.00TideAnd SubmergedLands,456.20 Acres; Section 23, E2, 320.0021,Surveyed,
NW1/4NE1/4,N1/2NE1/4NE1/4SE1/4,NE1/4NW1/4, 85 Acres; section28,surveyed,SE1/4,160Acres; Section 24, All, 640.0029,Unsurveyed,AllTide andSubmergedLands,260.78 Acres;

Containing 2,240.00 acres, more or less. Pertaining to all depths

Section30,Protracted,All,627Acres; Section31,Surveyed,Fractional,All,29.57Acres; Section31,Unsurveyed,AllTideAndSubmerged Lands,599.43Acres; Section32,Surveyed,Fractional,Lot2,SE1/4, NE1/4SW1/4, 222.51Acres; Section32,Unsurveyed,AllTideAndSubmerged Lands,51.96Acres; Section33,Surveyed,NE1/4,SW1/4SE1/4, E1/2W1/2,NW1/4NW1/4,

53of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

400Acres; ThisTractContains3,518.45AcresMoreorLess.

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 21068

50.0000% Working Interest Non-unitized Acreage New Segment 2 T. 9 N., R. 14 W., S.M. T. 9 N., R. 14 W., S.M. Section 24, N2, SW4, 480.00 Acres; Containing 480.00 Acres, more or less. Pertains to all depths.
54of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

State of Alaska ADL 18716

50.0000% Working Interest Non-unitized Acreage Segment 2 T8N, R13W, SM Section 29: ALL, 640 ACRES Section 30: S1/2, 303.5 ACRES Containing 943.5 Acres, more or less Segment 1 New Segment 1 T 8 N., R. 13 W., S.M. Section 19, SW4, 142.50 Acres; Section 30, N2, 303.50 Acres; T. 8 N., R. 14 W., S.M. Section 24, All, 640.00 Acres; Section 25, All. 640.00 Acres; Containing 1,726.00 Acres, more or less.

State of Alaska ADL 17594

50.0000% Working Interest

55of119

Lease/Lessor

Original Lessee (interest delineated in description assigned to PEAO)Lessee

Lease Date

Property Description

Non-unitized Acreage Segment 3 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 50.0000% Working Interest Non-unitized Acreage Trading Bay Unit, Tract 2 Segment 2 T. 8 N., R. 13 W., Seward Meridian, Alaska Section 3: All, 640 acres Section 9: E1/2, 320 acres Section 10: All, 640 acres Section 16: S1/2, NE1/4, 480 acres Section 20: SE1/4, 160 acres Section 21: All, 160 acres Containing 2,880.00 Acres, more or less. Pertains to all depths.

State of Alaska ADL 17579

Pan American Petroleum

2/1/1962

56of119

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. 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. The Department 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, 24813, 25400, 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 PERLs performance guarantees on file with DNR. As of the Execution Date, 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). 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 bankruptcy proceedings, sent in error. Notwithstanding the August 6, 2009 letter, it is PERLs understanding that Escopeta is still claiming a breach by Pacific Energy under the farmout agreement for failing to deliver to Escopeta the five leases free and clear of all rental payments due in 2008 and 2009. This matter has been referred to Sellers bankruptcy counsel for further analysis and disposition.

2.

3.

4.

Liens Liens under the DIP Credit Facility and the Second Lien Credit Agreement; provided, however, that any liens pursuant to the DIP Credit Facility and the Second Lien Credit Agreement will be extinguished at Closing, and the Alaska Interests, the Stock and Properties shall
57of119

be transferred to Buyer 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 Facility and the Second Lien Credit Agreement.

58of119

Owned Real Property*

RECORDING

59of119

 SurfaceLeasesAndSurfaceAcreage*
GRANTOR GRANTEEGRANTOR GRANT DATEEE RECORDIN G DISTRICT PROSPEC T NAME BO O K P A G E

DATE

HEIRS OF GLADYS ELVSAAS00571

FORCENERGYCOOKINLETREGION, INC.

4/20/2000FORESTOIL

CORPORATION

ANCHORA GE12/5/20

REDOUBT SHOAL Lot 2, USS 12121 according to the official plat on file in the BLM located within the Anchorage Recording District, Third judicial District, State of AK, containing 161.613 acres more or less.

975

67 8

990003

02

SURFACE LEASE
FRED H ELVSAAS00571 FORCENERGY INCSALAMATOFNATIVE 1/28/2000FORESTOIL ANCHORA GE8/1/200 REDOUBT SHOAL Lot 1, USS No. 4527, according to the official plat on file 975 66 2

990004(b)

ASSOCIATION

CORPORATION.

60of119


at the BLM, located within the Anchorage Recording District, Third Judicial District, State of AK, containing 160.545 acres.

SURFACE LEASE
FRED H ELVSAAS00571 FORCENERGY INCSALAMATOFNATIVE 11/13/1998FORESTOIL ANCHORA GE8/1/200 REDOUBT SHOAL Parcel 1: USS 1999 according to the official plat on file 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 official plat on file in the BLM, located within the Anchorage Recording District, Third 336 4 20 5

990007(b)

ASSOCIATION

CORPORATION.

61of119


Judicial District, State of AK containing 4.581 acres more or less.WEST

MCARTH URRIVER 00573990007 SALAMATOFNATIVEASSOCIATION FORESTOIL CORPORATIONAND UNIONOIL COMPANYOF CALIFORNIA 1/1/2000 TRADINGBAY SURFACELEASE

0057399012

FORESTOILCORPORATIONAND FORESTOIL UNIONOILCOMPANYOFCALIFORNIA CORPORATION

9/26/2005 WESTMCARTHUR RIVERSURFACE LEASE(Pipeline ROW) 1/1/1990 WESTMCARTHUR RIVERSURFACE LEASE TRADINGBAY SURFACELEASE

00575990001

COOKINLETREGION,INC.

STEWART PETROLEUM COMPANY STEWART PETROLEUM COMPANY FORESTOIL CORPORATION

00575990002

SALAMATOFNATIVEASSOCIATION

1/1/1990

00603990001

SALAMATOFNATIVEASSOCIATION

8/1/2000

WESTFORELAND SURFACELEASE

*
*All

interests herein assigned to PEAOPacificEnergyResourcesLtd. by Forest Oil Corporation or Forest Alaska Operating LLC.

62of119

63of119

 OwnedReal Property Leases*

Surface Leases

RECORDING LESSEELESSO LESSORFORES TLEASENO. Ror GRANTOR SALAMATOF NATIVE ASSOCIATION

00571MD0001

LEASE DATELESSE Eor GRANTEE 8/1/2002FORC

ENERGYINC

RECORDIN G DISTRICTL EASEDATE ANCHORA GE4/20/2000

PROSPECT NAMERECO RDING DISTRICT REDOUBT SHOALANC

HORAGE

BOOKPR OSPECT NAME

PAGE BOOK

PAGE

678

FOREST OIL CORPORATIO NHEIRSOF

GLADYSELVSAAS

REDOUBT SHOAL

975

662

SALAMATOF NATIVE ASSOCIATION

00571MD0002

FOREST OIL CORPORATIO N AND MARATHON OIL COMPANYFRE

DHELVSAAS

1/1/2000FORC
ENERGYINC

ANCHORA GE1/28/2000

TRADING BAY WESTANCHO

RAGE

REDOUBT SHOAL

975

205

SALAMATOF NATIVE ASSOCIATION

00571MD0003 00573MD0001

FORCENERG Y INCFREDH
ELVSAAS STATEOFALASKA ADL37596FEE

8/27/1999FOR
CENERGYINC

ANCHORA GE11/13/199
8 12/30/1996

FORELAND
ANCHORAGE

REDOUBT SHOAL

3364

FORCENERGY INC

ANCHORAGE

TRADING BAY

3015

107

00573MD0002

STATEOF ALASKA ADL32299FEE

FORCENERGY INC

12/30/1996

ANCHORAGE

TRADING BAY

3015(?)

109(?)

00573MD0003

STATEOF ALASKA KUSTATAN WASTEDISPOSAL

MARATHON OILCO.

10/1/1996

ANCHORAGE

TRADING BAY

3066

361

*All interests herein assigned to PEAOPacificEnergyResourcesLtd. by Forest Oil Corporation or Forest Alaska Operating LLC

Exhibit A, Page 64

40of43

 RealPropertyLeases
SurfaceLeases LEASENO. LESSORor GRANTOR
00571990003 00571990004 COOKINLETREGIONINC. SALAMATOFNATIVE ASSOCIATION() SALAMATOFNATIVE ASSOCIATION() COOKINLETREGIONINC. FORESTOILCORP. FORESTOIL CORPORATION MARATHONOIL COMPANY STEWARTPETROLEUM COMPANY STEWARTPETROLEUM COMPANY FORCENERGYINC 12/5/2002 8/1/2002 ANCHORAGE ANCHORAGE REDOUBTSHOAL REDOUBTSHOAL

LEASE DATE

RECORDING DISTRICT

RECORDING BOOK PAGE

LESSEEorGRANTEE

PROSPECT NAME

00573990007

1/1/2000

ANCHORAGE

TRADINGBAY WEST MCARTHUR RIVERWEST MCARTHUR RIVERWEST FORELAND

00575990001

1/1/1990

ANCHORAGE

2019

708

00575990002

SALAMATOFNATIVE ASSOCIATION() SALAMATOFNATIVE ASSOCIATION()

1/1/1990

ANCHORAGE

2019

708

00603990001

8/27/1999

ANCHORAGE

*AllinterestshereinassignedtoPacificEnergyResourcesLtd.byForestOilCorporationorForestAlaskaOperatingLLC

Approval of Assignment is pending.

Exhibit A, Page 65

Rights-of-Way*
STATEOF ALASKA ADL227954 ROW FOREST OIL COMPANY 5/1/2003 KENAI

RECORDIN G

LESSOR or GRANTOR

LESSEE or GRANTEES
TATEOFALASKA ADL228217 ROW

LEASE DATEF
ORESTOIL CORPORA TION

RECORD ING DISTRIC T3/1/2004 ANCHOR AGE6/13/1

966

PROSPECT NAMEKENAI

BOOK

PAGE

LORENCE B. SNODGRASS ET UX

STEWART PETROLEU MSTATEOF

ALASKA ADL32549ROW AMENDED 1/23/02

11/6/19 62UNOCA
L CORPORA TION

ANCHORAGE

3260

899

LORENCE SNODGRASS AND NINA

MARATHO N OIL COMPANYS

TATEOFALASKA ADL220602 ROW

5/23/19 78MARAT
HON OIL COMPANY

ANCHOR AGE1/1/19
94

ANCHORAGE

2574

560

UNION OIL COMPANY OF CALIFORNIA AND FOREST OIL CORPORATIO N

00573990003

FOREST OIL CORPORAT IONLORENCE

B. SNODGRASSET UX

9/29/20 05STEWA
RT PETROLEU M

ANCHOR AGE11/6/1
962

TRADING BAYANCHORAGE

COOK INLET REGION INC00573990008

STEWART PETROLEU M COMPANYL

ORENCE SNODGRASS AND NINA

3/31/19 95MARAT
HON OIL COMPANY

ANCHOR AGE5/23/1
978

ANCHORAGE

COOK INLET REGION INC00573990012 SALAMATOF NATIVE ASSOCIATION

00575990006

FORESTUNIO N OIL CORPORAT IONCOMPANY

OFCALIFORNIA

2002FOR
ESTOIL COMPANY

ANCHOR AGE9/29/2
005

KUSTATAN TO TRADING BAYANCHORAGE

ANCHORAGE

TRADINGBAY

FOREST OIL CORPORAT IONCOOK

INLETREGION INC

8/1/200 2STEWAR
T PETROLEU M

ANCHOR AGE3/31/1
995

Exhibit A, Page 66


STATEOF ALASKA ADL227954 ROW FOREST OIL COMPANY 5/1/2003 KENAI

RECORDIN G

LESSOR or GRANTOR

LESSEE or GRANTEES
TATEOFALASKA ADL228217 ROW

LEASE DATEF
ORESTOIL CORPORA TION COMPANY

RECORD ING DISTRIC T3/1/2004

PROSPECT NAMEKENAI

BOOK

PAGE

BARBARA M, STEVENS REPRESENTE D BY THE BIA A-47826

00575990007

FOREST OIL CORPORAT ION

11/13/2 002
FOREST OIL CORPORA TION

ANCHOR AGE
8/1/2002

WEST MCARTHUR RIVER Section 21, T.8N, R.14W., S.M.; Survey 45201ANCHORAGE

2003021223-0

SALAMATOR NATIVE ASSOCIATION()

HEIRS OF ALEC DOLCHOK AND SHERIAN E. MARTIN REPRESENTE D BY THE FIELD REPRESENTA TIVE, BIA AA-8272B00575990003 SALAMATOF NATIVE ASSOCIATION
00575990004

FOREST OIL CORPORAT ION

BARBARAM STEVENS REPRESENTEDBY THEBIA

09/04/2 002STEW
ART PETROLEU M

ANCHOR AGE1/4/19
94

WEST MCARTHUR RIVER

ANCHORAGE

20020653630WEST
MCARTHUR RIVER

2579

682

FORCENER GYBARBARAM
STEVENS REPRESENTEDBY THEBIA

8/27/19 99FORCE
NERGY INC

8/11/1986

SALAMATOF NATIVE ASSOCIATION

MARATHO N OIL COMPANY

1/1/200 0

COOK INLET REGION INC

STEWART PETROLEU M

2/31/19 94

T21N R14W Sec. 3, 4, 9, 10 T8N R14W Sec. 16, 21, 28,33,34 50 ft wide transportation corridor comprising approx. 80 acres s.m., Kenai pen.bor.ANCHORAGE T8N R14W Sec. 6 a parcel of land lying within the SE/4 as more fully described in lease, upon which an airstrip is constructed and used for remote oil production facility 8N-14W- SEC. 6: Parcel in SE/4 (Airstrip) Subsurface easement, 20 in width, to a depth

WEST MCARTHUR RIVER

3381

892

Exhibit A, Page 67


STATEOF ALASKA ADL227954 ROW FOREST OIL COMPANY 5/1/2003 KENAI

RECORDIN G

LESSOR or GRANTOR

LESSEE or GRANTEES
TATEOFALASKA ADL228217 ROW

LEASE DATEF
ORESTOIL CORPORA TION

RECORD ING DISTRIC T3/1/2004

PROSPECT NAMEKENAI

BOOK

PAGE

COOK INLET REGION

STEWART PETROLEU M COMPANY

1/1/199 0

of 25 below the natural surface contour beneath real estate located in the Kenai Peninsula Borough, State of AK, 3rd Judicial District, Anchorage Recording District. 2003 042309-0 T8N R14W Sec 26 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 30W, approx. 1800; then N 52 deg 45E. approx 1300 to the mean high water line of the Cook Inlet; then in a SEly direction along the mean high water line of Cook Inlet, approx 3750; then N48 deg 30W, approx 1580 to the true point of beg., all located within the Anchorage Recording District, Third Judicial District, AK The Subsurface estate to a depth of 200 feet from the existing surface contour in the above desc. Property. S. M.

2019

708

Exhibit A, Page 68


STATEOF ALASKA ADL227954 ROW FOREST OIL COMPANY 5/1/2003 KENAI

RECORDIN G

LESSOR or GRANTOR

LESSEE or GRANTEES
TATEOFALASKA ADL228217 ROW

LEASE DATEF
ORESTOIL CORPORA TION

RECORD ING DISTRIC T3/1/2004

PROSPECT NAMEKENAI

BOOK

PAGE

SALAMATOF NATIVE ASSOCIATION INC.

STEWART PETROLEU M COMPANY

1/1/199 90

AK This is an easement fee. T8N R14W Sec 5, 8, 9, 16, 17, S.M. AK surface lease easement containing approximately 700 acres.

2019

706

* All interests herein assigned to PEAOPacificEnergyResourcesLtd. by Forest Oil Corporation or Forest Alaska Operating LLC.

Exhibit A, Page 69

Platforms, Wells and Equipment

WELLSUMMARYREDOUBT SHOAL FIELD

Osprey Platform, associated infrastructure, pipelines and the following wells: Well RU-1 RU-2 RU-3ST RU-4 RU-5 RU-6 RU-7 RU-D1

WELLSUMMARY WEST McARTHUR RIVER FIELD, associated infrastructure, pipelines

and the following wells: Well 1A 2A 3ST 4D 5 6 7A

WELLSUMMARY WEST FORELAND FIELD, associated infrastructure, pipelines and the

following wells: Well 1 2(Lower) 2D(Upper)

WELL SUMMARY THREE MILE CREEK, associated infrastructure, pipelines and the

following wells: Well Exhibit B,A, Page 1

1 2 KUSTATAN FIELD, associated infrastructure, pipelines and the following well:

WELLSUMMARYKUSTATAN

Well 1

Exhibit B,A, Page 2

 Equipment and Tools1

Item 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38

E# A19 A11 A12 A22 A13 A24 A14 A26 A17 b2503 b2504 b2505 b2506 A18 A36 A37 A38 A39 A40 A09 A10 A2 A57 A52 A53 A8 A7 A3 A43 A44 A27 A58 A59 A35 A60 A47 A61 39

Equipment Name Motor grader Motor grader Crawler Crawler Bucket loader Bucket loader Skid steer loader Skid steer loader #1Crewcab Flatbed Truck #2Crewcab Pickup #3Crewcab Pickup #4Crewcab Pickup #5Crewcab Pickup Extended Cab Pickup #1Kawasaki Mule 4X4 #2Kawasaki Mule 4X4 #3Kawasaki Mule 4X4 #4Kawasaki Mule 4X4 Honda ATV Honda ATV Snow machine 1991 Diesel SUV Welding Truck International Fuel Truck S International Vac Truck Mack Truck 1982 Mack Vac Truck 1981 Gas Crewcab (Pink lady) Light Plant #1 Light Plant #2 Snow Blower Frost Fighter Frost Fighter Trailer Replacement Excavator Generator Generator Air Compressor A48 Spill response boat 16

Model No. Caterpillar 14G Caterpillar 14G Caterpillar D-6 Caterpillar D-7H LGP Caterpillar 966C Caterpillar 966F1 Bobcat 863 Bobcat s250 Ford F550 2000 Ford F350 2002 Ford F350 2002 Ford F350 2002 Ford F350 2002 Ford F250 1997 KAF950A3 2510 Diesel KAF950A3 2510 Diesel KAF950A3 2510 Diesel KAF950A3 2510 Diesel Rubicon Fourtrax Skidoo Scandic 1999 Surburban 4dr Chev Ford F350+portable unit 1954 4070B End Dump Vac Truck Ford F350 1993 Mag005Nightbuster Mag007Nightbuster Boss Totem diesel 500K BTU Totem diesel 1M BTU Hitachi EX150 Deutz Caterpillar XQ350 I\R 185 Honda Jet Lowe Boat

Serial No. 96U05980 96U705 04X08385 7ME00676 76J2806 1SL01399 514414261 521313258 1FDAW57F31EB36746 1FTSW31F72EB31928 3FTSW31FX2MA14709 1FTSW31F02EB30720 1FTSW31F32EA97115 1FTHX26F6VEC56000 JK1AFDA152B508080 JK1AFDA182B508073 JK1AFDA112B508075 JK1AFDA172B508081 47BTE260314029254 47BTE2243X4004503 1430-00047 1GNGV266J8LF15996 2FTJW36MOKCB56405 1HTLDZ5N7JH584462 103322228 DML821SX 001023 DMM6866S1353 2FTJW36H8PLB01629 4000 10474 10476 N/A 1120046 GJ513785 1333489 7878610 E46-JVN89 4FVCBAA41U319265 OMCL0928J001

To the extent that such property is in existence upon termination of the Transition Period, all such property will be conveyed to Buyer through a Letter Agreement between the Parties and by way of a Master Conveyence of such property.

Exhibit B,A, Page 3

Item 3940 4041 4142 4243 4344

E# A29 A45 A30 A31 A46

Equipment Name

Model No.

Serial No.

Sander 2 yd 00-06-7399 Heater Tioga 88111246 Diesel man lift JLG 450AJ 300046524 Electric scissor lift JLG 2646E2 200067236 Spill trailer w/spill Spill Response Van 53126 & equipment 4445 A49 Equipment trailer 15 Ton N/A 4546 A32 #1Portable housing unit 2 bedroom + office N/A 46 47 A33 #2Portable housing unit 2 bedroom + office N/A 47 48 A34 Atco portable tools storage N/A 48 49 A1 1989 Ford F350 2FTJW36MXKCB08278 49 50 A4 1999 Ford F350 1FTSW31F6X3A68053 5051 A5 Fuel truck 1974 Chevrolet CHM9341169628 5152 A6 Vac truck 60 bbl 1974 International 25947DGA18253 5253 A16 Backhoe 1975 JD 002859T 5354 Crane RTT656S 39142 5455 All of Sellers miscellaneous equipmentMiscellaneous Equipment located in Alaska or associated with AlaskanOperations. 56operations. 55 All of Sellers miscellaneous power toolsMiscellaneous Power Tools located in Alaska or associated with AlaskanOperations. operations. 5657 All of Sellers miscellaneous hand toolsMiscellaneous Hand Tools located in Alaska or associated with AlaskanOperations. operations. 5758 All of Sellers miscellaneous equipment storageMiscellaneous Equipment Storage and tool storageToolStorage located in Alaska or associated with Alaskan operations.Operations. Computers and Data 1 All of Sellers miscellaneous servers, computerMiscellaneous Servers, Computer and IT hardware equipmentI. T. Hardware Equipment located in Alaska or associatedAssociated with Alaskan operations.Operations. All of Sellers miscellaneous computerMiscellaneous Computer and IT softwareI. T. Software located in Alaska or associatedAssociated with Alaskan operations.Operations. All of Sellers miscellaneous dataMiscellaneous Data and data storageData Storage located in Alaska or associatedAssociated with Alaskan operations.Operations. All of Sellers miscellaneous printers, plotters, computer tables, furniture,MiscellaneousPrinters, Plotters, Computer Tables, Furniture, and any other related equipment or supplies related to computersComputers and dataData located in Alaska or associatedAssociated with Alaskan operations.Operations.

2 3 4

Exhibit B,A, Page 4

Working Interests in Leases, Wells, Product, Camps and Related Infrastructure 1 2 All of Sellers Working Interest in all Redoubt Unit leases, wells, platform, related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers Working Interest in all West McArthur River Unit leases, wells, camps related infrastructure and rights in all contracts & agreements supporting their operations. operations. All of Sellers Working Interest in all West Foreland Field leases, wells, production facility, related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers Working Interest in the Kustatan Field lease, KF #1 well, camp, production facility related infrastructure and rights in all contracts & agreements supporting their operations. All of Sellers 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. All of Sellers Working Interest in the Mosquito Station and related infrastructure. All of Sellers overriding royalty interests in all Leases located in Alaska. 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. Furniture, Fixtures and Supplies 1 2 3 All of Sellers Furniture located in Alaska or associated to Alaskan operations. All of Sellers Fixtures located in Alaska or associated to Alaskan operations. All of Sellers Office, Janitorial, Kitchen (including camp food), Camp, Welding, Lubricants, Paint Welding, Spill Response and any other supplies in Alaska or associated to Alaskan operations. Employee Records, Agreements and Retirement Accounts 1 CopiesAllofSellerscopies of employee records and agreements of employees retained by BuyerNAE to manage and operate Alaska operations, facilities and offices.

3 4 5 6 7 8

2
3

CopiesTransfers of all of Sellers funds contained in retirement accounts or 401(k) accounts of employees retained to manage and operate Alaska operations, facilities and offices.
Transfer of all records and agreements related to contract employees associated with Alaska operations. Bonds

All of Sellers rights and interest of 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 BuyerNAE through this agreement.

Exhibit B,A, Page 5

 Exhibit A-3 Seismic Data2 Survey Prefix 97BP(97BPR) 97CB 97KAL 97ST 97TB 98HAL 98NI 98SMGS 98TU(98TUT) FERB97 97RB 98RB CC OIO_06 SSU_06 97WMH RHR RHZ WFHR2000 Survey Name Boulder Point Chickaloon Bay Kalgin Island Starichkof Trading Bay Halibut North Ivan S. Middle Ground Shoal Tutna Redoubt Bay Redoubt Bay Redoubt Bay Coffee Creek Olsen/Ivan/Otter South Susitna West McArthur Hazard Redoubt High Resolution Redoubt Shoals Hazard West Foreland High Res Corsair Prospect Raptor Prospect Valkyre Prospect Redoubt 3D West McArthur 3D West Foreland 3D West McArthur3D merged w/TBAY3D 4C Starichkof Trading Bay 3D ALK88 ANX81 Cook Inlet Cook Inlet Trading Bay Transition KR95 89RBI Trading Bay 8265 (MR-8) Middle River 8306 - Susitna Basin North Line renamed to 8306 Year 1997 1997 1997 1997 1997 1998 1998 1998 1998 1997 1997 1998 1997 2006 2006 1997 1998 1998 2000 2003 2003 2003 1997 1997 2006 2000 1998 1997 1989 1988 1981 1988/1989 1989/1990 1995 1989 1980 1969 1970

RU3D WMAC3D WF3D_06 WMAC3D/TB3D 984C (98FC) 97ST TBAY3D ALK ANX CI88/C189 9ODTS KR 89RB1 (RBI) FITB8O 8265 8306 8307

To the extent transferable

Exhibit B,A, Page 6

Survey Prefix 8340 8341 8343 KEC82 P0C72 280W 279S 293U GULF68 180 MR8O PEC SB77 S878 TC-81 UD UGC TMCO4 OC04 RWC AGE & (Test Names) 98HA 98MA NMGS3D

Survey Name 8340-Long Lake 8341 -McArthur 8343-Kahiltna KEC82 POC72 - Pretty Creek 280W 279S 293U GULF68 Lower Cook Inlet Middle River 80 PEC 61 Susitna Basin 77 Susitna Basin 78 Tyonek 8l UD66 UGC63 3 Mile Creek Olsen Creek Copper River Basin Copper River Seis Farm. Hanna Marie North Middle Ground Shoal 3D

Year 1971 1971 1971 1982 1972 1966 1966 1968 1968 1984 1980 1961/62 1977/78 1978/79 1981 1966 1962/63 2004 2004 2004 2002 1998 1998 1998

Exhibit B,A, Page 7

 Exhibit A-4 IT EQUIPMENT3 COMPUTER WORKSTATIONS FOC Name ANC01544 ANC01545 ANC01607 ANC01652 ANC01659 ANC01660 ANC01741 ANC01742 ANC01743 ANC01745 ANC01747 ANC01748 ANC01762 ANC01763 ANC01765 ANC02028 ANC02048 ANC02052 ANC02061 ANC02072 ANC02173 ANC02181 ANC02253 ANC02312 ANC02396 ANC02434 ANC02570 ANC02759 ANC02760 ANC02833 ANC02877 ANC02916 ANC02937 FLD01543 FLD01750 FLD01752 FLD01754 FLD01755 FLD01756 FLD01757 FLD01758 Managed By Shared Laptop Larry Casarta 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 1 x2132 - Guest ANCDataroom Barbara Kruk #2 Theresa Rubey Conference Room IT Consultant Barbara Kruk #1 Shared Laptop Jim Arlington Shared PC 2 Rebekah Haynes Paul Winslow #1 Greg Kirkland Larry Casarta Renee Varley Leonard Gurule Leonard Gurule Osprey1 wmru2 wmruop Richard Scritchfield kpfleadop Ospreycm ospreyex ospreypro PERL Name ALSK-ANC-001 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-010 ALSK-ANC-011 ALSK-ANC-012 ALSK-ANC-013 ALSK-ANC-014 ALSK-ANC-015 ALSK-ANC-016 ALSK-ANC-017 ALSK-ANC-018 ALSK-ANC-019 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-OSP-034 ALSK-WMR-039 ALSK-WMR-040 ALSK-KPF-041 ALSK-KPF-042 ALSK-OSP-035 ALSK-OSP-036 ALSK-OSP-037

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 Desktop

To the extent transferable

Exhibit B,A, Page 8

 FOC Name FLD01761 FLD01811 FLD01926 FLD01981 FLD02047 FLD02167 FLD02275 FLD02533 FLD02614 No Asset Tag Managed By wmruleadop Kustatan1 wmru2 David Hall ospreypro Jim Newstead Tom Hall/Jim Newstead kpfop David Hall Kitchen PC PERL Name ALSK-WMR-043 ALSK-KPF-044 ALSK-WMR-045 ALSK-KPF-046 ALSK-OSP-038 ALSK-KPF-047 ALSK-KPF-048 ALSK-KPF-049 ALSK-KPF-050 ALSK-KPF-051

Desktop Desktop Desktop Laptop Desktop Desktop Desktop Desktop Desktop Desktop

Anchorage Office 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 HP DesignJet 750C (End of Life) Scanners Neurascanner HP ScanJet 8250 Copiers Konica Minolta KM450 - Leased Canon Imagerunner 600 Faxes Canon LaserClass 3170 Phone System Avaya Definity Avaya Definity Expansion Cabinet 4 - Avaya Wireless Access Points (1 - Not in Service) Avaya Wireless Phone Avaya Wireless Voice Processor Switches/Hubs 3Com 3824 - GigE switch 4 - 3Com SuperStack3 - 24 port switch (1 - IP Voice) 2 - Cisco Catalyst 2960 - 48 port 10/100 Cisco Catalyst 2960G - 24 port 10/100/1000

Exhibit B,A, Page 9

 Anchorage Office Hardware Network/Communications Adtran 120e DSU Cisco 2611 (Gateway) Cisco 2800 Series Router Cisco PIX 515e Echo Canceller Paradyne 9192 Vanguard 6455 Router Servers 4 - Compaq ML350 Servers HP DL320 Server HP DL360 Server 2 - HP DL380 Servers Dell Poweredge 2900 Dell Poweredge 2950 Other APC SmartUPS RT 5000 Proxima 9250+ Projector CalComp DrawingBoard V Sharp XR-32x Projector Spectra Logic 10K Library - w/2 AIT3 Drives Spectra Logic T24 Library - w/2 LTO3 Drives WMRU Hardware Printers Brother MFC 4800 - Fax HP DeskJet 3845 Brother MFC-440CN - Fax Copiers Xerox Workcenter XD125F Phone System Nortel Norstar M0X8A Norstar Fast RAD Nortel CallPilot 100 Switches/Hubs Netgear DS108 - 8 port hub 3Com SuperStack3 - 24 port switch Network/Communications Vanguard 6455 Router Lynx sc6 Radio (Not in Service)

Exhibit B,A, Page 10

 Kustatan Hardware Printers Brother MFC-440CN - Fax Brother MFC-420CN - Fax 3 - HP DeskJet 990cse HP DeskJet 1220c Copiers Konica Minolta KM450 - Leased Phone System Nortel Norstar M0X8A 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 Osprey Hardware Printers Brother MFC-440CN - Fax Brother Intellifax 2800 - Fax HP DeskJet 1220C (Not in Service) HP Business InkJet 1000 Copiers Canon PC1080F Canon LaserClass 1060P (Not in Service) Phone System Nortel Norstar M0X8A Norstar Fast RAD Nortel CallPilot 100 Switches/Hubs Cisco 2950 3Com SuperStack3 - 24 port switch Network/Communications

Exhibit B,A, Page 11

 Vanguard 6455 Router Lynx sc6 Radio (Not in Service) XTO Hardware Network/Communications Vanguard 6455 Router Echo Canceller 3 - Microwave Dishes (2 - Not in Service) 3 - Lynx sc6 Radio (2 - Not in Service) Other Toshiba Laptop (Echo Canceller Management)

UNIX WORKSTATIONS Equipment Type Workstation Workstation Workstation Workstation Workstation Workstation Workstation Workstation Workstation Disk Array Server Server Monitors Keyboards Mice Cables Serial Number 726F185C 931T1297 839T0119 625F06E1 052C0BEA 151C0942 151C08A6 151C08BD 151C0941 043H33CB 038H4C2F 043H49A7 N/A N/A N/A N/A

Equipment Ultra2 Ultra2 Ultra2 Ultra2 Ultra80 SunBlade1000 SunBlade1000 SunBlade1000 SunBlade1000 A1000 E250 (Kira) E450 (Denali)

Quantity 1 1 1 1 1 1 1 1 1 1 1 1 7 7+ 7+ ?

Exhibit B,A, Page 12

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. Overriding 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. 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. 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 Forest Oil Corporation and predecessors-in-interest. Response Action Contract between PEAO and Cook Inlet Spill Prevention and Response, Inc. Point Thomson Unit Joint Operating Agreement. Farmout Contract dated October 15, 2003 between Forest and Rutter & Wilbanks Corp., relative to Copper River Prospect, as amended and supplemented by Letter Agreement dated September 20, 2006. Escrow Trust Agreement for Abandonment Liabilities of Redoubt Unit between PERL And State of Alaska, Department of Natural Resources. Fuel Gas Purchase and Exchange Agreement Between Marathon Oil Company and Pacific Alaska Operating LLC, effective August 13, 2009. Oil Spill Responder/Coordinator Contract between Pacific Energy Resources Ltd. and The OBrien Group. Exhibit C,B, Page 1

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 of Interior, 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. 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. Redoubt Shoal 3-D Seismic Agreement, dated July 1, 1998, between Union Oil Company of California and Forcenergy Inc. NMGS 3-D Seismic Agreement, dated July 1, 1998, between Forcenergy and Unocal. 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. Lease and Right of Way Agreement - Salamatof Native Association, Inc., Forest Oil Corporation, and Unocal and Amendment Number 1 thereto.

Exhibit C,B, Page 2

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 Recorders Use Only)

ASSIGNMENT AND BILL OF SALE STATE OF CALIFORNIA COUNTY OF [ORANGE]

This Assignment and Bill of Sale (Assignment) is effective as of September ___, 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 _____________________, a ______________ with an address of __________________ (Buyer).

Definitions Capitalized terms used herein, but not otherwise defined, shall have the respective meanings assigned to them in the Purchase and Sale Agreement, dated as of September 4, 2009, between PEAO and Buyer (Purchase Agreement). Grant For ________________ Dollars 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, the Unit Agreement, the Second Unit Operating Agreement and each other Related Agreement, including the exhibits, schedules and attachments to each of the foregoing, and subject to any and all applicable instruments of record in the

Exhibit D,C, Page 1

Official Records of [_________], 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.

Acceptance and Assumption Buyer accepts this Assignment and, except to the extent specifically excepted or reserved by PEAO, hereby assumes and agrees to perform all PEAOs obligations and liabilities under each of the Related Agreements and any other Contract comprising the Alaska Interests (including compliance with express and implied covenants and payment of costs, rentals, shut-inpayments, minimum royalties, and production royalties). Buyers obligations under this Article III apply to all applicable agreements and instruments, whether recorded or not. [Buyer hereby accepts the rights and obligations of operator with respect to ______________ under the _________ Agreement.]

Certain Representations and covenants by BUYER 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 selling them in a manner that would be subject to regulation by federal or state securities laws. If Buyer sells, transfers, or otherwise disposes of the Alaska Interests or fractional undivided interests in them in the future, it will do so in compliance with Applicable Laws. Buyer will comply with all Applicable Laws applicable to Buyers ownership or operation of the Alaska Interests. If any of the terms of any document affecting or comprising the Alaska Interests requires that a third party (including any Governmental Entity) concur with, consent to or approve any part of the assignment made by this Assignment, Buyer will obtain such concurrence, consent or approval at its sole cost, risk and expense.

Other Provisions 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 conflict between this Assignment and the Purchase Agreement, the terms of the Purchase Agreement shall prevail in all instances. Exhibit C, Page 674/0233530033 2 1036938.01a11/25/09

Nothing in this Assignment shall be deemed to amend or supersede 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. 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 will not affect other portions that can be given effect without the invalid, void or otherwise unenforceable portion. 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 parties and their respective successors and assigns from time to time. 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 parties 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. This Assignment and its performance will be construed in accordance with, and governed by, the internal laws of the State of California, without regard to the choice of law rules of any jurisdiction, including those of the State of California. The word includes and its syntactical variants mean includes, but not limited to and its corresponding syntactical variants. The rule of ejusdem generis may not be invoked to restrict or limit the scope of the general term or phrase followed or preceded by an enumeration of particular examples. All exhibits, schedules and attachments referenced in and attached to this Assignment are incorporated herein. This instrument may be executed in counterparts, all of which together will be considered one instrument. This Assignment may be recorded in the real property records of any county, and may be filed with the DNR, the RCA and any other federal, state or local governmental department or agency.

674/0233530033 1036938.01a11/25/09

Exhibit C, Page 3

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 of PEAO and entitled in PEAOs place and stead to receive such hydrocarbons and all proceeds therefrom; and such parties 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. Separate assignments of the Alaska Interests may be executed on officially approved forms by PEAO to Buyer, in sufficient counterparts to satisfy Applicable Laws. Those assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, powers and privileges set forth 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. 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. Some of the land descriptions contained in, or incorporated by reference into, this Assignment may refer only to a portion of the land covered by a particular 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 sufficient, the land descriptions contained in the recorded documents of title are incorporated herein by this reference. References in, or incorporated by reference into, this Assignment to instruments on file 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 page]

674/0233530033 1036938.01a11/25/09

Exhibit C, Page 4

This Assignment and Bill of Sale is executed on the dates indicated below, but effective as of 7:00 a.m. Pacific time on September ____, 2009. PACIFIC ENERGY OPERATING LLC [BUYER NAME]

By: Name: Title: Date:

By: Name: Title: Date:

674/0233530033 1036938.01a11/25/09

Exhibit C, Page 5

State of California County of ____________

) ) ,
(insert name and title of the officer)

On _________________________, before me,

Notary Public, personally appeared , 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 authorized 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 true and correct. WITNESS my hand and official seal.

Signature

(Seal)

State of California County of ____________

) ) ,
(insert name and title of the officer)

On _________________________, before me,

Notary Public, personally appeared , 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 authorized 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 true and correct. WITNESS my hand and official seal.

Signature

(Seal)

674/0233530033 1036938.01a11/25/09

Exhibit C, Page 6

674/0233530033 1036938.01a11/25/09

Exhibit C, Page 7

Exhibit D to Purchase and Sale Agreement (Alaska Group 1) FORM OF NON-FOREIGN AFFIDAVIT Non-Foreign Affidavit 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. 3. PEAOs U.S. taxpayer identification number is 20-5497021; and The address of PEAOs 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: ___________________ Name: Title:

Exhibit E,D, Page 1

Exhibit E to Purchase and Sale Agreement (Alaska Group 1) FORM OF SITE VISIT INDEMNITY AGREEMENT AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY FOR DAMAGES TO THE SUBJECT PROPERTIES IN CONNECTION WITH SITE VISIT AND INVESTIGATION This Agreement for Indemnification and Responsibility for Damages to the Subject Properties in Connection with Site Visit and Investigation (Agreement) is entered into on September ___, 2009 by ____________________, hereinafter referred to as Buyer, and Pacific Energy Alaska Operating LLC and Pacific Energy Alaska Holdings, LLC, hereinafter referred to as Sellers. 1. Inspection. For purposes of Paragraphs 1, 2, 3, 4 and 8 hereof, the term Buyer shall include, but not be limited to, the Buyer and its employees, agents, representatives, and invitees. IN CONSIDERATION of being permitted to enter into and upon the property of Sellers and their respective parents, affiliates and subsidiary companies (collectively, Pacific Energy), for any purpose, including, but not limited to, site inspection, Buyer acknowledges, agrees and represents that Buyer has, or immediately upon entering will, inspect such premises and facilities and acknowledge that such premises and all facilities and equipment thereon have been inspected and that the undersigned finds and accepts same as being safe and reasonably suited for Buyers purposes. The visit to the facilities of Pacific Energy shall be conducted by Buyer in a prudent, lawful and safe manner and shall not in any way interfere with the operations thereon by Pacific Energy. At all times while on or in the vicinity of the property of Pacific Energy, Buyer shall comply with any and all instructions regarding such visit that are provided to them by Pacific Energy, its employees or representatives. 2. Release and Waiver. IN FURTHER CONSIDERATION of being permitted to enter Pacific Energy premises for any purpose, including, but not limited to site inspections, Buyer hereby agrees to the following: BUYER HEREBY COVENANTS NOT TO SUE AND RELEASES, WAIVES AND DISCHARGES Pacific Energy, its constituent companies, coventurers, and directors, officers, employees, and agents (hereinafter referred to as Releasees) from all liability to Buyer, assigns, heirs, and next of kin for any loss or damage, and any claim or demands therefor on account of injury to the person or property or resulting in death, whether caused by the negligence of the Releasees or otherwise while Buyer is in, upon, or about Pacific Energy premises or any facilities or equipment therein.

Exhibit E, Page 1

In connection with the releases, waivers and discharges of Buyer contained herein, 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 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 unknown, unsuspected and concealed claims, and Buyer acknowledges that it fully understands and agrees to such waiver. 3. Assumption of Responsibility. BUYER HEREBY ASSUMES FULL RESPONSIBILITY FOR AND RISK OF BODILY INJURY, DEATH OR PROPERTY DAMAGE due to the negligence of Releasees or otherwise while in, about or upon the premises of Pacific Energy and/or while inspecting the premises or any facilities or equipment thereon. 4. Indemnity. To the maximum extent permitted by applicable law, Buyer shall defend, indemnify and hold harmless Pacific Energy, its constituent companies, coventurers, and directors, officers, employees and agents of such companies against any loss, damage, claim, suit, liability, judgment and expense (including but not limited to attorneys fees and other costs of litigation), and any fines, penalties and assessments, arising out of injury, disease or death of persons (including but not limited to employees, representatives and agents of Buyer) or damage to or loss of any property (including but not limited to Pacific Energys existing facilities as well as the property of Buyer) or the environment or violation of the applicable laws of any governmental authority having jurisdiction resulting from or in connection with performance or nonperformance of site inspections by Buyer, even though caused by the concurrent and/or contributory negligence (whether active or passive or of any kind or description) or fault of a party indemnified. Without regard to the extent of negligence, if any, of an indemnified party, Buyer, at its expense shall defend any such claim or suit against an indemnified party and shall pay any judgment resulting therefrom. Pacific Energy shall have the right but not the duty to participate in the defense of any such claim or suit with attorneys of its own selection without relieving Buyer of any obligations hereunder. The obligations, indemnities, and liabilities assumed by Buyer under this Agreement shall not be limited by any provisions or limits of insurance. The indemnity provided for under the terms of this Agreement shall extend and be full force and effect from the date of this Agreement and shall survive the termination of this Agreement. If it is judicially determined that any of the indemnity obligations under this Agreement are invalid, illegal or unenforceable in any respect, said obligations shall automatically be amended to conform to the maximum monetary limits and other provisions in the applicable law for so long as the law is in effect. 5. Agreement Scope. Buyer further expressly agrees that this Agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any

Exhibit F,E, Page 2

portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. 6. Agreement Terms. The terms of this Agreement shall bind and benefit the parties hereto, their successors and assigns. Each of the Releasees is an intended third party beneficiary of this Agreement. 7. Acceptance. BUYER AND THE UNDERSIGNED HAVE READ, UNDERSTAND, AND VOLUNTARILY SIGN THIS AGREEMENT, and further agree that no oral representations, statements or inducement apart from the foregoing written agreement have been made. 8. Modification. It is understood, acknowledged and agreed to by Buyer that Sellers (or Pacific Energy acting on Sellers behalf) shall have the right to withhold, modify or revoke this Agreement and to require any limitation on the visit and inspection contemplated hereunder, at any time or for any reason, as Pacific Energy or Sellers deem appropriate. Buyer acknowledges Sellers and Pacific Energys right for any reason and at any time and at Buyers sole cost and expense to revoke the visitation and inspection rights conferred hereby and to request that Buyer immediately leave the property of Pacific Energy. If Sellers or Pacific Energy shall request such an immediate departure, Buyer agrees to immediately comply therewith. [Signatures begin on next page]

Exhibit F,E, Page 3

This AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY FOR DAMAGES TO THE SUBJECT PROPERTIES IN CONNECTION WITH SITE VISIT AND INVESTIGATION is executed effective as of the date first set forth above. Buyer: By: (NamePlease Print) Signature: [Buyer Name]

Seller: By:

Pacific Energy Alaska Operating LLC

(NamePlease Print) Signature:

Seller: By:

Pacific Energy Alaska Holdings, LLC

(NamePlease Print) Signature:

Exhibit F,E, Page 4

Exhibit F to Purchase and Sale Agreement (Alaska Group 1) TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this Agreement), is dated as of September ___, 2009 (the Effective Date), by and between

PACIFIC ENERGY RESOURCES LTD., a Delaware corporation (PERL), and NEW ALASKA ENERGY, LLC, an Alaska limited liability company (Buyer). PERL and Buyer are sometimes hereinafter referred to individually as a Party and collectively as the Parties. The definitions of capitalized terms used but not defined in this Agreement are set forth in that certain Purchase and Sale Agreement (together with the Exhibits and Schedules made a part thereof, the Purchase Agreement), dated as of September 4, 2009, by and between Pacific Energy Alaska Operating LLC (PEAO) and Pacific Energy Alaska Holdings, LLC (PEAH), two direct or indirect subsidiaries of PERL, on the one hand, and Buyer, on the other hand. In connection with the purchase and sale of the Alaska Interests pursuant to the Purchase Agreement, PERL has agreed to assist Buyer by providing certain transition services with respect to the Alaska Interests operated by PERL (Assets) for a limited time period following the Alaska Interests Closing, upon the terms and conditions set forth herein. NOW, THEREFORE, for a good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I PERL SERVICES

Schedule 1, Page 1

Section 1.1 Services. Buyer has requested that PERL provide, following the Alaska Interests Closing, certain transition services relating to the Assets. The Parties agree that PERL will provide or cause to be provided the transition services described on Schedule 1.1 in substantially the same manner as those services have been provided with respect to the Assets during the period immediately preceding the date of this Agreement (collectively, the PERL Services) for the period commencing as of the Alaska Interests Closing Date and ending (i) on the next Business Day after Buyer is approved by the State of Alaska, Department of Natural Resources, Division of Oil & Gas as the successor unit operator of the Assets; (ii) one hundred eighty (180) days after the Alaska Interests Closing Date; or (iii) upon discontinuation of services in accordance with Section 5.1; whichever occurs first (the PERL Services Term). PERL shall have no obligation to materially alter the PERL Services to accommodate changes in the commercial or physical operation of the Assets. Section 1.2 Employees. At all times during the performance of PERL Services, all persons performing such PERL Services (i) shall be in the employ and/or under the control of PERL (including agents, contractors, temporary employees and consultants); (ii) shall be independent from Buyer and not employees of Buyer; and (iii) shall not be entitled to any payment, benefit or perquisite directly from Buyer on account of such PERL Services. PERL will not be required to provide any particular PERL Service if the provision of such service would violate any Applicable Laws or Contracts. PERL will use commercially reasonable efforts to secure consents and/or approvals of vendors, lessors and licensors relating to the provision of the PERL Services. Section 1.3 Standard of Performance. PERL shall perform or cause to be performed the PERL Services with the same degree of care, skill and prudence it customarily exercises for its own operations, and in material compliance with Applicable Laws. Buyer acknowledges that PERL is not a professional provider of the types of services included in the PERL Services and that the personnel providing such services have other responsibilities and will not be dedicated full time to performing the PERL Services. Section 1.4 Records. PERL shall maintain or cause to be maintained true and correct records of all receipts, invoices, reports and such other documents as are customarily maintained by it for its own operations relating to the PERL Services rendered hereunder. Buyer shall have the right to inspect such records during regular office hours following reasonable prior written notice of any such inspection. Section 1.5 Representatives of PERL. PERL will, at all times during the PERL Services Term, keep representatives of PERL available either by telephone, pager or in person, to receive communications from Buyer regarding the PERL Services and to respond to inquiries concerning the performance of the PERL Services. The PERL representatives are designated in Schedule 1.5. Section 1.6 Limitation of PERL Services. Except as expressly agreed herein, in connection with the performance of its obligations under this Agreement, in no event shall
Schedule 1,Exhibit F, Page 2

PERL be obligated to: (a) make modifications to its existing systems; (b) acquire additional assets, equipment, rights or properties (including computer equipment, software, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property); (c) hire additional employees; (d) undertake any capital expenditures; (e) pay any costs related to the transfer or conversion of data from PERL to Buyer; or (f) identify, list or register PERL as the operator of any facility for which a permit, license or registration is required under Environmental Laws or identify, list or register PERL as the generator of any hazardous materials arising from operation of the Assets after the Alaska Interests Closing. Section 1.7 Capital Expenditures. Notwithstanding anything to the contrary, unless Buyer shall otherwise consent in writing in its sole discretion, PERL will not incur any capital expenditures on Buyers behalf except in case of emergency or as may otherwise be required to prevent injury or damage to Persons, property or the environment or except for capital expenditures that have been approved prior to the date of this Agreement or are covered by the authorizations for expenditures (AFEs) listed on Schedule 1.7. ARTICLE II COMPENSATION Section 2.1 Compensation for PERL Services. Buyer shall pay to PERL the amounts set forth on Schedule 2.1 for the provision of the PERL Services. Section 2.2 No Advance Obligation. Notwithstanding anything in this Agreement to the contrary, PERL shall not be obligated to make or advance any payments on behalf of Buyer pursuant to any of the PERL Services except to the extent that at least five (5) Business Days before such payment is due (i) Buyer has advanced adequate immediately available funds to PERL for such purpose or (ii) PERL has received and is then holding adequate immediately available funds from Buyer for PERL Services. Section 2.3 Forward Invoicing. PERL, at its option, may advance any funds needed to make any payments on behalf of Buyer pursuant to any of the PERL Services, and Buyer shall reimburse PERL for all such advances. In lieu of advancing such funds, PERL may, at its sole option, require Buyer to advance to PERL the estimated amount of the payments required to be made on behalf of Buyer in connection with provision of the PERL Services for any month; and adjustment between the estimated payment amounts and the actual payment amounts shall be made on the next month's billing. Such advances shall be reflected in an invoice from PERL to Buyer and shall be due and payable on or before the later of (i) seven (7) Business Days before the first day of the calendar month in which it is anticipated such estimated payments will be incurred or (ii) three (3) Business Days after such invoice is received by Buyer. ARTICLE III PAYMENT AND DEFAULT Section 3.1 Submission of Invoice. PERL shall submit an invoice (the Invoice) to Buyer on or before the tenth (10th) Business Day of each month setting forth the amounts due
Schedule 1,Exhibit F, Page 3

PERL hereunder for the PERL Services for the preceding month and any advances made by PERL on behalf of Buyer pursuant to Section 2.3 for which Buyer has not made an advance payment pursuant to Section 2.2. Section 3.2 Payment of Invoices. Absent manifest error in calculations contained in an Invoice (if there is a manifest error, such error will be corrected promptly), Buyer shall pay on or before the last Business Day of each month in which it receives an Invoice the amounts invoiced to it by wire transfer of immediately available funds to the bank account designated by PERL. Adjustment credits or debits shall be shown on the Invoice next succeeding the Invoice in which the adjustment is made. Interest will accrue on any unpaid invoiced amounts at a per annum rate equal to the sum of (a) the greater of U.S. Prime Rate and four percent (4.0%) plus (b) ten percent (10.0%) (Interest Rate), from the date due, compounded quarterly, until such amounts, together with all accrued and unpaid interest thereon, are paid in full. Any preexisting obligation to make payment for the PERL Services provided hereunder shall survive the termination of a PERL Service and this Agreement. Section 3.3 Payment Disputes. As soon as reasonably practicable, but in no event later than twenty (20) days after Buyer receives an Invoice, Buyer may object to any invoiced amounts for any PERL Service, provided such objection is made in writing to PERL and that Buyer promptly and timely pays to PERL any and all invoiced amounts that are not disputed. As soon as reasonably practicable, but in no event later than fifteen (15) days after PERL receives Buyers written report, the Parties shall meet and undertake to agree on the adjustments (if any) to the Invoice. If the Parties fail to agree on the adjustments (if any) within the fifteen (15)-day period, either Party may submit the disputed items to a qualified accounting referee acceptable to the Parties for resolution. The Parties shall direct the accounting referee to resolve the dispute within twenty (20) days after having the relevant materials submitted for review and to determine whether such disputed items are subject to interest in accordance with Section 3.2.. The decision of the accounting referee will be binding on and non-appealable by the Parties. The fees and expenses associated with the accounting referee will be borne equally by the Parties. Any amounts owed by one Party to the other as a result of the final Invoice amount will be paid within five (5) Business Days after the date when the amounts are agreed upon by the Parties or the Parties receive a decision of the accounting referee, and the adjustments included in the final Invoice will be final and binding between the Parties and not subject to further audit or arbitration. Section 3.4 Default. (a) Buyer Default.

(i) Buyer shall be in default under this Agreement (a Buyer Default) if Buyer fails to timely pay any invoiced amount for PERL Services provided pursuant to this Agreement in accordance with the provisions of this Article III.

Upon the occurrence of a Buyer Default, PERL may, at its option, suspend all or any portion of the provision of PERL Services hereunder, including PERL
(ii) Schedule 1,Exhibit F, Page 4

Services for which payment is outstanding, until such time as the Buyer Default is cured and all amounts owed to PERL under this Agreement for such suspended PERL Services are paid in full. PERLs suspension of the provision of any of the PERL Services in accordance with this Section 3.4(a) shall not give rise to any default or liability on the part of PERL. (b) PERL Default.

(i) PERL shall be in default under this Agreement (a PERL Default) if PERL fails to provide a PERL Service to Buyer in accordance with the terms and conditions of this Agreement, which failure continues for at least thirty (30) days following receipt of written notice to PERL; provided, if PERL cannot reasonably cure such failure within such thirty (30)-day period, no PERL Default shall be deemed to occur provided PERL demonstrates that it has taken steps to cure such failure within such thirty (30)-day period and diligently prosecutes such cure to completion.

Upon the occurrence of a PERL Default, Buyer may, at its option and as its sole remedy, (A) secure such PERL Service from any Person qualified to provide such PERL Service (a Third Party Provider) and (B) for the minimum remaining term PERL is obligated to provide such PERL Service under the terms of this Agreement, receive from PERL concurrently on the date payment is due to a Third Party Provider, payment of the positive difference, if any, between the cost of purchasing such substitute PERL Service and the amount that would have been paid to PERL under the terms of this Agreement for such PERL Service if no PERL Default with respect to such PERL Service had occurred. Buyer will use all commercially reasonable efforts to minimize any such positive difference.
(ii)

Section 3.5 Taxes. Any sales taxes imposed on PERL for PERL Services that PERL is required to pay or incur shall be passed on to Buyer as an explicit surcharge and shall be paid by Buyer in addition to any PERL Service fee payment, whether included in the applicable Invoice or added retroactively. If Buyer submits to PERL a timely and valid resale or other exemption certificate acceptable to PERL and sufficient to support the exemption from taxes, then such taxes will not be added to the PERL Service fee payable pursuant to this Article III. The Parties will cooperate to minimize the imposition of any taxes. Section 3.6 Transition Accounting. Not later than the fifteenth (15th) Business Day following each month, PERL shall prepare or cause to be prepared a detailed settlement statement of the Assets and Buyer's estimated share of operating revenues and expenditures detailing the estimated production volumes and revenues, operating costs, capital expenditures, royalties, overriding royalties, severance and ad valorem taxes and will disburse any receipts, net of expenses, to Buyer within five (5) days from the date of such settlement statement. All remittances to Buyer shall be made by wire transfer to the account of Buyer, Account No. __________________________ , at ____________________ Bank, ABA No. . To the extent disbursements exceed receipts for Buyers account resulting in a cash shortfall for the period

Schedule 1,Exhibit F, Page 5

covered by the settlement statement, Buyer shall reimburse PERL for such cash shortfall within five (5) days from the date of such settlement statement. Section 3.7 Final Service Settlement Statement. No later than ninety (90) days after the end of the PERL Services Term, PERL will deliver to Buyer a final settlement statement (the Final Service Settlement Statement) setting forth the actual amount of net production, revenue and expenditures and the resulting adjustment to the estimated proceeds already remitted to PERL or paid by Buyer. As soon as reasonably practicable, but in no event later than twenty (20) days after Buyer receives the Final Settlement Statement, Buyer may deliver to PERL a written report containing any changes that Buyer proposes to be made to such statement. If Buyer fails to timely deliver the written report to PERL containing changes Buyer proposes to be made to the Final Service Settlement Statement, the statement as delivered by PERL will be deemed to be correct and will be final and binding on the Parties and not subject to further audit or arbitration. As soon as reasonably practicable, but in no event later than fifteen (15) days after PERL receives Buyer's written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Service Settlement Statement. If the Parties fail to agree on the final adjustments within the fifteen (15)-day period, either Party may submit the disputed items to the accounting referee for resolution. The Parties shall direct the accounting referee to resolve the disputes within twenty (20) days after having the relevant materials submitted for review. The decision of the accounting referee will be binding on and non-appealable by the Parties. The fees and expenses associated with the accounting referee will be borne equally by the Parties. Any amounts owed by one Party to the other as a result of the Final Service Settlement Statement, together with interest on such amount from (and including) the Alaska Interests Closing Date to (and excluding) the date of payment at the Interest Rate, will be paid within five (5) Business Days after the date when the amounts are agreed upon by the Parties or the Parties receive a decision of the accounting referee, and the adjustments included in the Final Service Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitration. ARTICLE IV TERM OF AGREEMENT No PERL Services shall be provided after the expiration or earlier termination of the PERL Services Term, except by the mutual written agreement of Parties. The PERL Services may be terminated prior to the expiration of the PERL Services Term by following the procedures set forth in Article V. ARTICLE V CESSATION OF SERVICES Section 5.1 Discontinuation of Services. After the Effective Date, Buyer may, without cause and in accordance with the terms and conditions hereunder, request the discontinuation of the PERL Services by giving PERL at least thirty (30) days prior written notice, provided: (a) Buyer shall be liable to PERL for all costs and expenses PERL remains obligated to pay
Schedule 1,Exhibit F, Page 6

under any existing contract or arrangement related to the PERL Services and (b) PERL shall use commercially reasonable efforts to minimize all such costs and expenses. Buyer may request partial discontinuation of the PERL Services and PERL shall use commercially reasonable efforts to accommodate such request. In such case, by mutual written agreement, the Parties may agree to a partial discontinuation of the PERL Services and a corresponding reduction in consideration payable therefor pursuant to Article III. Section 5.2 Procedures Upon Discontinuation or Termination of Services. Upon the discontinuation or termination of the PERL Services hereunder, this Agreement shall be of no further force and effect, except as to obligations accrued prior to the date of discontinuation or termination; provided however, Article I, Article VI, Article VII and Sections 8.2, 8.3, 8.4 and 8.12 of this Agreement shall survive such discontinuation or termination. PERL shall, within thirty (30) days after discontinuation or termination of the PERL Services, deliver to Buyer all property in its possession, including all books, records, contracts, receipts for deposits and all other papers or documents maintained by PERL and which pertain exclusively to the PERL Services; provided, PERL may retain archival copies of materials provided to Buyer pursuant to this Section 5.2. Section 5.3 Continuation of PERL Services Post PERL Services Term. The Parties acknowledge and agree that the PERL Services will continue (and PERL shall continue to perform and be compensated) past the PERL Services Term as necessary to complete such PERL Services applicable to the production month in which the PERL Services Term expires including (without limitation) accounts payable, revenue accounting and regulatory and reporting services. ARTICLE VI CONFIDENTIALITY Section 6.1 Generally. Each Party agrees: (a) to hold in trust and maintain confidential; (b) not to disclose to others (other than Affiliates, prospective lenders or investors, and the advisors of the foregoing, all to the extent such parties are bound by similar obligations of confidentiality) without prior written approval from the providing Party; (c) not to use for any purpose, other than such purpose as may be authorized in writing by the providing Party; and (d) to prevent duplication of and disclosure to any other party, any information received from the providing Party or developed, presently held or continued to be held, or otherwise obtained by the receiving Party under this Agreement. Such information includes all results of any PERL Services provided hereunder, information disclosed by either Party orally, visually, in writing or in other tangible form, and includes all nonpublic or proprietary information of any nature (including prices, trade secrets, technological know-how, data and all other nonpublic or proprietary concepts, methods of doing business, ideas, materials or information), and all information derived from any nonpublic or proprietary information. Section 6.2 Exceptions. The foregoing obligations of confidence, nondisclosure and nonuse shall not apply to any information that: (a) was in the public domain at the time of disclosure by one Party to the other; (b) enters the public domain through no fault of the disclosing
Schedule 1,Exhibit F, Page 7

Party; (c) was communicated to one Party by a non-Party free of any obligation of confidence known to the recipient; or (d) was developed by officers, employees or agents of or consultants to one Party independently of and without reference to the proprietary information of another Party, and, in the case of the disclosing Party, was not developed while performing under this Agreement. Specific information shall not be deemed to come under the above exceptions merely because it is embraced by more general information that is or becomes public knowledge. Section 6.3 Required Disclosure. The receiving Party may disclose the providing Party's information to the extent necessary or convenient and appropriate to attorneys of litigants or to Governmental Authorities to comply with any obligation imposed on the receiving Party in connection with a proceeding in a court or other Governmental Authority of competent jurisdiction, provided that the receiving Party gives reasonably prompt notice to the providing Party of the need for such disclosure, together with such other information about the proceeding as will enable the providing Party to evaluate the obligation and the need and to elect either to intervene or otherwise appear or act in the proceeding to protect directly the providing Party's information at the expense of the providing Party. Alternatively, the providing Party may request the receiving Party to, and if so requested, the receiving Party shall, make a reasonable and diligent effort at the expense of the providing Party to obtain a protective order or otherwise to protect the confidentiality of information sought to be obtained in said proceeding. Section 6.4 Length of Confidentiality Obligation. Each Party agrees to maintain and protect the confidentiality of the information of the providing Party as set forth in this Article VI for a period of two (2) years from the date of termination of this Agreement. ARTICLE VII INDEMNITY Section 7.1 Buyers Indemnification for Non-Party Claims. Buyer agrees, to the fullest extent permitted by Applicable Laws, to release, indemnify, defend and hold harmless PERL and its Affiliates against and from all Claims asserted by non-Parties caused by or arising out of or resulting from the provision of PERL Services pursuant to this Agreement. Buyer shall periodically reimburse any Person entitled to indemnity under this Article VII for its legal and other expenses incurred in connection with defending any such Claim. The indemnity obligations of Buyer pursuant to the preceding sentence shall apply to any Claim asserted against PERL in connection with or as a result of the performance of PERL Services, including any Claim actually or allegedly resulting from the sole, joint or concurrent negligence, or other fault of PERL, as well as any strict liability Claim that may be asserted or imposed against PERL, including, but not limited to, any such Claims asserted pursuant to Environmental Laws; provided, however, such indemnity obligations shall not apply to any Claim actually resulting on the account of the willful misconduct or gross negligence of PERL. Section 7.2 Defense of Non-Party Claims. Upon receipt of a written notice of a Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by PERL, involving a non-Party for which
Schedule 1,Exhibit F, Page 8

Buyer believes it may have an obligation of indemnity under this Agreement, Buyer shall, if it so elects in accordance with this Section 7.2 (without prejudice to its right to contest its obligation of indemnity under this Agreement), assume the defense of any such Claim with counsel selected by Buyer, and PERL shall cooperate in all reasonable respects. In all instances, PERL may employ separate counsel and participate in the defense of any such Claim; provided, if Buyer has assumed the defense of any Claim pursuant to this Section 7.2 and has agreed to indemnify PERL, the fees and expenses of counsel employed by PERL with respect to such Claim shall be borne solely by PERL. With respect to any such Claim: (a) Buyer shall defend PERL against such Claim, (b) Buyer shall pay any judgment entered or settlement, (c) Buyer shall not consent to the entry of any judgment or enter into any settlement that (i) does not include a provision whereby the plaintiff or claimant in the matter releases PERL from all liability with respect to such Claim, and (ii) would restrict PERLs ability to conduct its business in the ordinary course, and (d) PERL shall not consent to the entry of any judgment or enter into any settlement with respect to such Claim without Buyer's prior written consent. If Buyer has not elected to undertake the defense of any such Claim, or if Buyer assumes the defense of any such Claim pursuant to this Section 7.2 but fails to diligently defend against the Claim within thirty (30) days following any written notice from PERL asserting such failure, then PERL shall have the right to defend, at the sole cost and expense of Buyer (to the extent PERL is entitled to indemnification hereunder), such Claim by all appropriate proceedings. In such instances, PERL shall have full control of such defense and proceedings; provided, PERL shall not settle such Claim without the written consent of Buyer; provided further, if Buyer fails to notify PERL in writing as to whether or not it consents to such settlement within thirty (30) days following its receipt of notice of such settlement from PERL, then such consent shall be deemed given. Buyer may participate in, but not control, any defense or settlement controlled by PERL pursuant to this Section 7.2, and Buyer shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 7.2, if Buyer disputes its potential liability to PERL under this Section 7.2 and if such dispute is resolved in favor of Buyer, Buyer shall not be required to bear the costs and expenses of PERLs defense pursuant to this Section 7.2. ARTICLE VIII MISCELLANEOUS Section 8.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Section 8.2 Notices. All notices that are required or may be given pursuant to this Agreement shall be sufficient in all respects if given in writing and sent (properly addressed as set forth below) via (a) U.S. mail with all postage and other charges fully prepaid; (b) electronic mail with a PDF of the notice or other communication attached (with the original sent by U.S. mail the same day such electronic mail is sent); (c) facsimile transmission; (d) hand delivery; or (e) commercial overnight delivery services.

Schedule 1,Exhibit F, Page 9

If to PERL:

Pacific Energy Resources Ltd. Attn: President 111 W. Ocean Boulevard, Suite 1240 Long Beach, California 90802 Telephone: (562) 628-1526 Facsimile: (562) 628-1536 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 Stang Ziehl & Jones LLP Attn: Ira D. Kharasch 10100 Santa Monica Blvd., 11th Floor Los Angeles, California 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760

If to Buyer:

New Alaska Energy, LLC Attn: Bob Gross 1150 South Colony Way, Suite 333 Palmer, Alaska 99645 Telephone: (907) 746-4796 Facsimile: (907) 746-4798

Either Party may change its address by notifying the other Party in writing of such address change. A notice shall be deemed effective on the date on which such notice is received by the addressee, if by mail, or on the date sent, if by facsimile, on the date received (as evidenced by fax machine confirmation of receipt) or if by electronic mail, on the date received (as evidenced by computer generated confirmation of receipt);or hand delivery on the date received or overnight delivery on the date received, provided, if such date is not a Business Day, then the date of receipt shall be on the next date that is a Business Day.

Schedule 1,Exhibit F, Page 10

Section 8.3 Governing Law: Jurisdiction; Venue. (a) This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the internal laws of the State of Alaska, without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. (b) Any and all disputes between the Parties relating to, arising out of, in connection with, or attributable to this Agreement shall be submitted to the Bankruptcy Court for resolution. Any decision of the Bankruptcy Court regarding this Agreement shall be conclusive and will be binding on the Parties and their respective successors and assigns, subject to rights of rehearing, appeal or certioriari. Each of the Parties hereby irrevocably consents to the exclusive jurisdiction and venue of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of such court. The Parties hereby waive trial by jury in any action, proceeding or counterclaim brought by any Party against another in any matter whatsoever arising out of or in relation to or in connection with this Agreement. Section 8.4 Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. Section 8.5 Waivers. Any failure by any Party to comply with any of its obligations, agreements or conditions herein contained may be waived by the Party to whom such compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified as a waiver, but not in any other manner. No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Section 8.6 Assignment. No Party shall assign or otherwise transfer all or any part of this Agreement, nor shall any Party delegate any of its rights or duties hereunder, without the prior written consent of the other Party and any transfer or delegation made without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Section 8.7 Entire Agreement. This Agreement and the Schedules attached hereto constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Schedule 1,Exhibit F, Page 11

Section 8.8 Amendment. This Agreement may be amended or modified only by an agreement in writing signed by PERL and Buyer and expressly identified as an amendment or modification. Section 8.9 No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Buyer, PERL, PEAO AND PEAH to any claim, cause of action, remedy or right of any kind. Section 8.10 References. In this Agreement:
(a) (b) (c)

References to any gender includes a reference to all other genders; References to the singular includes the plural, and vice versa; Reference to any Article or Section means an Article or Section of this

Agreement; Reference to any Schedule means a Schedule to this Agreement, all of which are incorporated into and made a part of this Agreement;
(d)

Unless expressly provided to the contrary, hereunder, hereof, herein and words of similar import are references to this Agreement as a whole and not any particular Section or other provision of this Agreement;
(e) (f)

References to $ or dollars means United States dollars; and

(g) Include and including means include or including without limiting the generality of the description preceding such term. Section 8.11 Construction; Maximum Interest Each of PERL and Buyer has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby. This Agreement is the result of arms-length negotiations from equal bargaining positions. It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision thereof. If this Agreement shall require the payment of interest in excess of the maximum amount permissible under applicable law, then the interest obligations of the Party owing interest hereunder shall, automatically and retroactively, be deemed reduced to the highest maximum amount permissible under applicable law. In the event a Party receives as interest an amount that would exceed such maximum applicable rate, the amount of any excess interest shall not be applied to the payment of interest hereunder, but shall, automatically and retroactively, be applied to the reduction of other obligations due hereunder. In the event and to the extent such excess amount of interest exceeds the outstanding obligations hereunder, any such excess amount shall be immediately returned to the Party who paid such excess amount.
Schedule 1,Exhibit F, Page 12

Section 8.12 Limitation on Damages. Notwithstanding anything to the contrary contained herein, none of Buyer, PERL or any of their respective Affiliates shall be entitled to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby (other than consequential, special or punitive damages suffered by third Persons for which responsibility is allocated between the Parties pursuant to the terms of this Agreement) and each of Buyer and PERL, for itself and on behalf of its Affiliates, hereby expressly waives any right to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby (other than consequential, special or punitive damages suffered by third Persons for which responsibility is allocated between the Parties pursuant to the terms of this Agreement). Section 8.13 No Fiduciary Duty. It is expressly understood and agreed that this Agreement is a purely commercial transaction between the Parties and that nothing stated herein shall operate to create any fiduciary duty which a Party shall owe to the other Party. IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the date first above written. PERL: PACIFIC ENERGY RESOURCES LTD. By. ___________________________________________ Name: ________________________________________ Title: _________________________________________ BUYER: NEW ALASKA ENERGY, LLC By: ___________________________________________ Name: _________________________________________ Title: _________________________________________

Schedule 1,Exhibit F, Page 13

SCHEDULE 1.1 to TRANSITION SERVICES AGREEMENT The PERL Services to be provided pursuant to the Transition Services Agreement shall include, but not be limited to, the following: 1. Bookkeeping, accounting, financial reporting services, including the preparation of monthly and quarterly financial statements. 2. Billing and collection, and accounts receivable maintenance services. 3. Payables management and processing services. 4. Budgeting and forecasting services. 5. Treasury, cash management, and support. 6. Computer hardware and software and support services, data processing and storage, computer backup and maintenance services, help desk services, and telecommunication services. 7. Oil and gas marketing services. 8. Engineering services. 9. Drilling and support services. 10. On-site field services, including without limitation foremen, pumpers and field technicians. 11. Purchasing and logistics services. 12. Land and lease administration and general contract administration services 13. Environmental, health and safety compliance resources and personnel, including, but not limited to, conducting oil spill responses using PERL-owned equipment, as needed. 14. Insurance support and insurance coverage under PERLs policies or policies issued in the name of PERL, including general liability, excess liability, commercial crime, fiduciary liability, workers compensation, and auto liability as may be requested from time to time. 15. Regulatory compliance services. 16. Management and administrative support services and personnel, office supplies and equipment, and office space and records retention space in California, including utilities. 17. Management and administrative personnel in Anchorage. Office and related costs in Anchorage to be charged directly to Buyer. 18. Human resources support services, payroll agent activities, and benefit plan administration support services, as needed.

Schedule 1,Exhibit F, Page 14

SCHEDULE 1.7 to TRANSITION SERVICES AGREEMENT Alaska Operated and Aurora Open Authorizations for Expenditures (AFEs): AFE # 866001 Project Description WMRU install new gas detectors and controllers for the pump buildings Approved AFE $ $55,000 Spending thru August 3, 2009 $12,931 Project Forecast $35,000

Schedule 1,Exhibit F, Page 15

SCHEDULE 2.1 to TRANSITION SERVICES AGREEMENT The fees and expenses payable to PERL for the PERL Services shall include: 1. Monthly Fee - The fees for the PERL Services provided under the Agreement shall be ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) per month (pro rated for any partial month) or such fees as determined by the parties to reflect changes in the direct and indirect costs to PERL to provide the PERL Services. The parties agree that the foregoing amount is the value of the PERL Services to be provided under the Agreement. 2. Out-of-Pocket Expenses - All actual out-of-pocket expenses incurred on behalf of Buyer by PERL including, without limitation: (a) costs and expenses reflected on the Sellers lease operating statement for (i) direct costs (including but not limited to royalties and transportation) and for (ii) lease operating expenses such as payroll and other employee costs, maintenance, subcontractors, permitting, office and other supplies, and equipment and materials that may be required in the operation and conduct of the Assets (similar accounting to the historical lease operating expenses except that general and administrative cost allocation shall be excluded and payroll benefits and burden costs shall be added); (b) actual payroll and benefit costs for general and administrative personnel located in Anchorage, AK, and actual costs of operating that office (rent, equipment, supplies, etc.), if and to the extent incurred during the PERL Services Term; (c) capital costs attributable to the operation and conduct of the Assets; (d) fees and expenses incurred in connection with the engagement of subcontractors, outside consultants, advisors, independent reserve engineers and accountants that PERL may engage to advise on the Assets to the extent requested by Buyer; and (e) legal and other costs associated with Buyers obligations to obtain required consents and approvals to the extent requested by Buyer; and (f) insurance.

Schedule 1,Exhibit F, Page 16

Schedule 1 to Purchase and Sale Agreement (Alaska Group 1) CURE AMOUNTS TO BE INCLUDED IN PURCHASE PRICE AND 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 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Region, Inc. PO Box 93330 Anchorage AK 99509-9330 Cook Inlet Spill Prevention and Response, Inc. P.O. Box 7314 Nikiski, AK 99535 Exxon Mobil 3301 C. St. #400 Anchorage AK 99503-3958 FP Mailing Solutions Dept. 4272 Carol Stream IL 60122-4272 Frontier Business Systems 1432 Ingra St. Anchorage AK 99501 Agreement Office Landline and Internet Estimated Cure Amount* $0

Joint Operating Agreement (Three Mile Creek)

$123,546.00

West Foreland General Agreement and related agreements and pipeline easements West Foreland BLM-A-035017

$6,187.00

$47,589.00**

West Foreland General Agreement, related agreements and pipeline easements Kustatan to Trading Bay easements (subsurface rights) Response Action Contract

$8,484.00

$23,992.00

$0

Point Thomson Unit Joint Operating Agreement Postage Meter

$0

$58.00

Copier Lease

$0

Schedule 2,1, Page 1

Counterparty Industrial Refuse Inc. 44196 Kalifornsky Beach Road Soldotna AK 99669 Lewis & Lewis 405 E. Fireweed Lane Anchorage AK 99503 MTA Communications 301 S. Chugach Street Palmer AK 99645 Salamatof Native Association P.O. Box 2682 Kenai AK 99611 Salamatof Native Association P.O. Box 2682 Kenai AK 99611 Salamatof Native Association P.O. Box 2682 Kenai AK 99611

Agreement Container Rentals

Estimated Cure Amount* $809.32

Printer Maintenance Contract

$1,053.93

Phone Maintenance

$1,474.04

West Foreland General Agreement and related agreements and pipeline easements (surface rights) Right-of-Way Annual Lease for airstrip

$5,531.00

$0

Amendment #1 Surface Use and Easement Agreement (orig. agreement is dated August 27, 1999, amendment is effective August 1, 2002) Note - $50,000 due August 27, 2009 to be added during reconciliation.

$0

Spectra Logic Corporation 1700 55th Street Boulder CO 80301 State of Alaska, Department of Natural Resources (as beneficiary) and First Nation Bank Alaska (as escrow agent) Symantec Corporation P.O. Box 60000 San Francisco CA 94160

Software Maintenance Contract

$0

Escrow Agreement for Abandonment Liabilities of Redoubt Unit

$0***

Software License

$0

* Cure amounts are calculated as of July 23, 2009, and are subject to upward adjustment based upon a reconciliation of amounts owed through the Alaska Interests Closing Date.

Schedule 3,1, Page 2

** Excludes $100,000 to be reserved by Seller from the Purchase Price paid by Buyer at the Alaska Interests Closing, which amount is to be placed in a segregated account for subsequent reconciliation and settlement with the BLM. *** This amount may be negotiated downward between DNR and Buyer, subject to satisfactory documentation.

Schedule 3,1, Page 3

Schedule 2 to Purchase and Sale Agreement (Alaska Group 1) CERTAIN EXCLUDED ITEMS

1.

Sellers right, title and interest in that certain oil and gas platform built by the Superior Oil Company (Superior) in the E/2 of Section 34-10N-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 Bill of Sale dated December 22, 1998. Seller acquired Forests interest in the Spurr Platform in August 2007. Any residual permit obligations or agreements regarding the Coffee Creek Exploration Site. Encumbrances on WMRU pipeline throughput by Enbridge Pipelines, WPS Energy Services or the Medema Family Trust. Middle Lake Prospect Leases:

2. 3. 4.

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

Schedule 4,2, Page 1

Schedule 3 to Purchase and Sale Agreement (Alaska Group 1) PERFORMANCE BONDS

Account Type Bank Balance Notes Irrevocable Letter of Credit Standby Agreement (EPA). Cash collateralized with account #22504955 at First National Bank of Alaska. Cash deposited 12/14/07

EPA Bond

First National Bank of Alaska Department of Natural Resources, Division of Oil and Gas Department of Natural Resources, Division of Oil and Gas First National Bank of Alaska AK Oil & Gas Conservation Commission

$490,000.00

Blanket

$100,000.00

Cash Performance Guarantee signed Jan. 30, 2008. Cash deposited with DNR 12/14/07

Blanket Abandonment Liability

$500,000.00

Performance Guarantee. Cash deposited with DNR 12/14/07 Escrow Account Pledged to DNR for Redoubt Operations - Balance as of 5/31/09

$6,634,296.90

Drilling & Operating Bond Bureau of Land Management Bond

$200,000.00

Cash deposited with DNR 12/14/07

Bureau of Land Management

$25,000.00

Lease A 035017

674/0233530033 1036938.01a11/25/09

Schedule 53, Page 2

Schedule 4 to Purchase and Sale Agreement (Alaska Group 1) RDI ACCOUNT AND RELATED INFORMATION Cash on deposit with RDI for post-petition suspended or escrowed royalties as of August 31, 2009: None Liability for post-petition suspended or escrowed royalties as of August 31, 2009: None (except what accrued during August 2009, which amounts have yet to be measured.)*

Liability for royalties occurs when Cook Inlet Pipe Line Company receives oil from Seller. Due to the volcanic eruption, there were no such receipts between the date Seller filed for bankruptcy protection and early August 2009 when receipts resumed on commencement of tightline operations.

Schedule 5,4, Page 1

Schedule 5 to Purchase and Sale Agreement (Alaska Group 1) RELATED AGREEMENTS (TO BE DETERMINED PRIOR TO CLOSING PURSUANT TO SECTION 6.1(a))

Schedule 5,4, Page 1

Exhibit E

Exhibit F