10000017151

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: PACIFIC ENERGY RESOURCES LTD., et al., 1 Liquidating Debtors.
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)
Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

Related Docket No. 2390
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JOINT CERTIFICATION OF COUNSEL WITH RESPECT TO LIQUIDATING DEBTORS MOTION FOR ORDER APPROVING ASSIGNMENT OF ASSETS TO HILCORP ALASKA, LLC AND DISTRIBUTION OF PROCEEDS THEREOF
On October 5, 2012, Pacific Energy Resources Ltd., et al. (the "Liquidating Debtors") filed their Motion for Order Approving Assignment ofAssets to Hilcorp
Alaska, LLC and Distribution of Proceeds Thereof [Docket No. 23 90] (the "Motion")
2. On October 26, 2012, Union Oil Company of California ("Union") filed
its Response to Liquidating Debtors Motion for Order Approving Assignment ofAssets to
Hilcorp Alaska, LLC and Distribution of the Proceeds Thereof [Docket No. 2395] (the
"Objection"). No other objections to the Motion were filed by any party in interest. The Liquidating Debtors were able to resolve Unions Objection by revising the proposed order (the "Revised Order"). A clean copy of the Revised Order is attached as Exhibit 1. A redlined copy comparing the Revised Order to the original order filed with the Motion is attached hereto as Exhibit 2.
The Liquidating Debtors (and the last four digits of each of their federal tax identification numbers) are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); and Pacific Energy Alaska Operating LLC (7021).
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4.
Given that there are no outstanding objections, if the Revised Order is
acceptable to the Court, no hearing on the Motion is necessary. Accordingly, the Liquidating Debtors request that the Court grant the Motion and enter the Revised Order. Dated: November 2, 2012 PACHULSKI STANG ZIEHL & JONES LLP _/s/ James E. ONeill Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 2158520) James E. ONeill (DE Bar No. 4042) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 302/652-4400 Email: ikharaschpszj law. com mlitvak@pszjlaw.com joneill@pszjlaw.com Counsel for Liquidating Debtors Dated: November 2, 2012 ROSENTHAL, MONHAIT & GODDESS, PA /s/ Norman M Monhait Norman M. Monhait, Esquire (DE Bar No. 1040) Citizens Bank Center, Suite 1401 919 N. Market Street P.O. Box 1070 Wilmington, DE 19899 AND Richard L. Epling, Esquire Pillsbury Winthrop Shaw Pittman 1540 Broadway New York, NY 10036-4039 Telephone: 212/858-1649 Facsimile: 212/858-1500 richard.epling@pillsburylaw.com Email: Counsel for Union Oil Company of California 2
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EXHIBIT 1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
)
)

Re: Docket No. 2390
PACIFIC ENERGY RESOURCES LTD., et al., ) ) Liquidating Debtors. )
ORDER APPROVING ASSIGNMENT OF ASSETS TO HILCORP ALASKA, LLC AND DISTRIBUTION OF PROCEEDS THEREOF The Court has considered the Liquidating Debtors Motion for Order Approving Assignment of Assets to Hi!corp Alaska, LLC and Distribution of Proceeds Thereof (the
"Motion") came before this Court for hearing on November 6, 2012 at 10:00 a.m. (the "Hearing"). The Motion seeks an order approving: (i) the transfer of the assets described on Exhibit A to this Order (the "Trading Bay Assets") from Pacific Energy Alaska Operating LLC ("PEAO") to Hilcorp Alaska, LLC ("HAK") pursuant to the Letter Agreement dated September 13, 2012 between PEAO and HAK (the "PEAO Agreement") and (ii) the transfer of the assets described on Exhibit B to this Order (the "CIPL Stock") from debtor Pacific Energy Alaska Holdings, LLC ("PEAH") to HAK pursuant to the Letter Agreement dated September 13, 2012 between PEAH and HAK (the "PEAH Agreement"). Copies of the PEAO Agreement and the PEAH Agreement are attached to this Order as Exhibit A and Exhibit B respectively. The Court has reviewed the Motion and any objections or responses thereto and has been informed that any objection or response has been resolved and finds as follows:
The Liquidating Debtors (along with the last four digits of each of their federal tax identification numbers) are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available), and Pacific Energy Alaska Operating LLC (7021).
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(1)
The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334, the Liquidating Debtors First Amended Chapter 11 Plan of Liquidation, as Modified (the "i"), and the Order Confirming First Amended Chapter 11 Plan of Liquidation, as Modified (the "Confirmation Order"). (2) and (0). (3) 1409. (4) (5) Notice of the Motion was sufficient under the circumstances. PEAO abandoned the Trading Bay Assets pursuant to order entered on Venue of this proceeding is proper pursuant to 28 U.S.C. 1408 and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A), (L), (N)
September 2, 2009 [Docket No. 832. (6) Notwithstanding the abandonment of the Trading Bay Assets, PEAO,
operating through the Plan Representative and the Supervisory Board, has the requisite authority pursuant to the Plan and the Confirmation Order to transfer PEAO s right, title and interest in and to the Trading Bay Assets to HAK and to otherwise enter into and consummate the transactions contemplated by the PEAO Agreement. (7) PEAH abandoned the CIPL Stock pursuant to order entered on May 24,
2010 [Docket No. 1560]. (8) Notwithstanding the abandonment of the CIPL Stock, PEAH, acting
through the Plan Representative and the Supervisory Board, has the requisite authority pursuant 2
DOCS_LA:258003.7 68773-003
to the Plan and the Confirmation Order to transfer its right, title and interest in and to the CTPL Stock to HAK and to otherwise enter into and consummate the transactions contemplated by the PEAH Agreement. (9) Entering into the transactions contemplated by the PEAO Agreement and
the PEAH Agreement is in the best interests of the Liquidating Debtors estates, their creditors, and other parties in interest, and the compensation under the PEAO Agreement and PEAH Agreement is fair and reasonable, constitutes fair consideration and reasonably equivalent value under the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, and all other applicable laws of the United States, any state, territory, possession, or the District of Columbia. A valid and sound business purpose exists for approval of the transactions contemplated in the PEAO Agreement and PEAH Agreement. (10) The PEAO Agreement and PEAH Agreement, and all documents ancillary
thereto, were negotiated at arms-length and in good faith. (11) In negotiating the assignment of the Trading Bay Assets and the CIPL
Stock to HAK, the Plan Representative (Gerald Tywoniuk) and the Supervisory Board (Ryan Bateman) acted beyond the duties required of them under the Plan and, in doing so, made a substantial contribution to these cases that justifies the payment of additional compensation requested in the Motion (the "Bonuses")
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(12) The proposed distribution of the net proceeds of the assignments of the Trading Bay Assets pursuant to the PEAO Agreement and the CIPL Stock pursuant to the PEAH Agreement as is set forth on Exhibit C to this Order is fair and equitable. IT IS THEREFORE, ORDERED that the Motion is granted as specified hereafter and all objections to the Motion, if any, are overruled except as provided in this Order, and it is further ORDERED that all parties in interest have had the opportunity to object to the relief requested in the Motion and all objections to the Motion or the relief requested therein that have not been withdrawn, waived, or settled, including all reservations of rights included therein which are not otherwise provided for by this Order are overruled on the merits and in their entirety, and it is further ORDERED that PEAO is authorized to enter into the PEAO Agreement and to transfer the Trading Bay Assets to HAK pursuant to the terms of the PEAO Agreement, and it is further ORDERED that PEAH is authorized to enter into the PEAH Agreement and to transfer the CIPL Stock to HAK pursuant to the terms of the PEAH Agreement, and it is further ORDERED that the consideration provided under the PEAH Agreement and PEAO Agreement shall be deemed to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code, Uniform Fraudulent Conveyance Act, the Uniform
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Fraudulent Transfer Act, and all other applicable the laws of the United States, any state, territory, possession or the District of Columbia, and is fair and reasonable, and it is further ORDERED that the provisions of this Order and any actions taken pursuant hereto shall survive entry of any order, which may be entered converting Debtors chapter 11 cases to chapter 7 cases or dismissing any Debtors chapter 11 cases, and the terms and provisions of this Order shall continue in this or any superseding case under the Bankruptcy Code. Any order granting conversion or dismissal of any of the Debtors chapter 11 cases shall specifically provide that this Order shall survive such conversion or dismissal, and it is further ORDERED that the failure to include any particular provision of the PEAO Agreement or PEAH Agreement in this Order shall not diminish or impair the effectiveness of that provision, it being the intent of the Court and the parties that all of the provisions of the PEAO Agreement and PEAH Agreement be authorized in their entirety, subject, however, to the specific terms of this Order, and it is further ORDERED that the Liquidating Debtors are authorized to distribute the net proceeds of the assignments of the Trading Bay Assets pursuant to the PEAO Agreement and the CIPL Stock pursuant to the PEAH Agreement as described on Exhibit C to this Order (including but not limited to paying the Bonuses to Mr. Tywoniuk and Mr. Bateman), and it is further ORDERED that nothing in this Order, the PEAO Agreement, PEAH Agreement or any related documents affects or modifies Article VI(I)(lO) of the Plan, which provides: Except as expressly set forth in the Plan, nothing in the Plan or any Plan document is intended to, or does, in any manner waive, limit, impair, or restrict any right of Union, the State, Forest Oil or any 5
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affiliate thereof, or Marathon Oil Company or any affiliate thereof to protect, preserve, and enforce their respective rights, remedies, and interests against the Debtors (as opposed to the Debtors Estates). Additionally, nothing in the Plan is intended to, or does, in any manner waive, limit, impair, or restrict any right or defense of Union, the State, Forest Oil or any affiliate thereof, or Marathon Oil Company or any affiliate thereof to protect, preserve, assert and enforce its rights, remedies, defenses and interests against any and all persons other than the Debtors. and it is further ORDERED that nothing in this order, the PEAO Agreement, PEAH Agreement or any related documents affects or modifies Article X(A)(2) of the Plan, which provides: Except as provided in the Plan or in the Confirmation Order, as of the Confirmation Date, all Entities that have held, currently hold or may hold a Claim, Administrative Expense, Interest or other debt or liability that is stayed, Impaired or terminated pursuant to the terms of the Plan are permanently enjoined from taking any of the following actions against property of the Liquidating Debtors or the Estates on account of all or such portion of any such Claims, Administrative Expenses, Interests, debts or liabilities that are stayed, Impaired or terminated: (a) commencing or continuing, in any manner or in any place, any action or other proceeding; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order, (c) creating, perfecting or enforcing any lien or encumbrance; and (d) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan. To avoid any doubt, (i) nothing in the Plan shall be construed or is intended to discharge the Debtors for purposes of section 1141(d) of the Bankruptcy Code, (ii) nothing in the Plan shall affect, enjoin, modify, release or waive any claims, rights, and actions that a third party may have against a person other than the Estates, and provided further, that nothing contained in this section shall limit, enjoin, impair or affect in any way the reservations of present and future legal rights in favor of Union, the State, Forest Oil and its affiliates, or Marathon Oil Company and its affiliates in Article VI(I)(1O) of this Plan; and (iii) nothing in the Plan shall affect or diminish any defense to a Retained Right of Action or to any action brought by a third party against a Person other than the Debtors, or the right of any person to assert a right of setoff, right of subrogation or recoupment of any kind. Further, nothing in the 6
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Plan shall have any affect on any rights, Liens or Claims that any party may have against assets that were abandoned by the Estates by Final Order of the Bankruptcy Court.
Dated:
,2012
THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE
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Exhibit A
IPEAO Agreement
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HILc0RP ALASKA, LLC
Ifl
September 13, 2012 Pacific Energy Alaska Operating LLC 11.1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802 Attention: (3eraldA. Tywoniuk Email: atvtvoniuk@pacenervcom Gentlemen:
3800 Centerpolnt Drive Suite 100 Anchorage AK 9.9503 Phone: 907/777-8300 Fax: 907/777-8301
RE: Letter Agreement by and between Pacific Energy Alaska Operating LLC, a Delaware limited liability conipany ("PBAO"), and Hilcorp Alaska, LLC, a Delaware limited liability company ("HAK").
This letter agreement: (this "Agreement") will confirm the understanding and agreement between PEAO and HAK (collectively, the "Parties" and each, a Party") as follows: 1. Identification of Assets and Description of Relevant. Circumstances. A. Effective as Of September 2, 2009, and as ordered by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") (Case No. 09-10785, DkL No. 832), the bankruptcy estate of PEAO abandoned all of its right, title and. interest in and to the oil and gas assets and properties described on Exhibit A to this Agreement, together with all tights incidental or appurtenant thereto (the "Assets") pursuant to section 554 of title 11 of the United States Code. Pursuant to the confirmed and. effective First Amended. Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al., as Modified (the Tirn"), Gerald A. Tywonimik was appointed, the plan representative (the Representative"). Pursuant to the Plan and subject to the approval of the Bankruptcy Court, the Plan .epresentative is authorized to cause PEAO to assign to HAK all of PEAOs right, title and interest in and to the Assets. Pursuant to and subject to the terms and conditions of this Agreement, including approval of the Bankruptcy Court or the Supervisory Board (as defined in the Plan), PEAO desires to assign, and HAK desires to accept assignment of, all of PEAOs right, title and interest in and to the Assets, whether such right, title and interest is held by PEAO as a debtor, debtor-in-possession or Liquidating Debtor
B.
C.
(as defined in the Plan). Until this Agreement is executed by PEAO, neither the delivery of this Agreement by HAK to PEAO nor the contents of this Agreement shall create any rights or obligations for PEAO orHAK. 2. Assignment. Subject to the terms and conditions of this Agreement and in consideration for HAKs payment to PEAO of $6,800,000.00 (the ""), the covenant by HAK set forth in Section 6 below not to sue PEAO for unpaid joint interest billings or unpaid overriding royalty interests with respect to the Assets, and all other covenants and agreements of HAK that are contained herein, PEAO agrees to assign, convey and deliver to HAK, and HAK agrees to accept assignment of and acquire from PEAO at the closing of the transactions contemplated hereby (the "Closing"), all of PEAOs right, title and interest in and to the Assets, whether such right, title and interest is held by PEAO as a debtor, debtor-in-possession or Liquidating Debtor (as defined in the Plan). The assignment of the Assets shall be effective as of 7:00 a.m. Alaskan Standard Time on the same date as the Closing (the "Effective Time"). 3. Representations and Warranties.
(a) PEAO and Plan Representative. PEAO and the Plan Representative hereby represent and warrant to HAK as of the Closing Date that (i) subject to satisfaction of the regulatory approvals in Section 4(b)(i) and Bankruptcy Court approvals in Section 4(b)(ii), PEAO and the Plan Representative have all requisite authority to enter this Agreement and consummate the transactions contemplated hereby, including, but not limited to, all requisite approval by either the Bankruptcy Court or the Supervisory Board, (ii) to the best of PEAO or the Plan Representatives knowledge, there are no pending suits, actions, or other proceedings pending before any federal, state, local or foreign government, any political subdivision thereof or any court, administrative or regulatory agency, department, instrumentality, body or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority") or arbitrator against PEAO or any of its affiliates, which seek to prevent the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and (iii) neither PEAO nor the Plan Representative has sold, assigned, pledged, transferred, or hypothecated any of the Assets or any of its interests therein, or signed any power of attorney or other authorization related to the Assets (except as to HAK or its predecessor in interest) which is now outstanding and in force or otherwise disposed of any of its right, title and interest in and to the Assets, except the abandonment of the Assets by PEAOs bankruptcy estate as referenced in Section 1(A) above. (b) flAK. HAK represents and warrants to PEAO as of the Closing Date that (i) subject to satisfaction of the regulatory approvals in Section 4(b)(i) and Bankruptcy Court approvals in Section 4(b)(ii), HAK has all requisite authority to enter into this Agreement and consummate the transactions contemplated hereby and (ii) to the best of HAKs knowledge, there are no pending suits, actions, or other proceedings pending before any Governmental Authority or arbitrator, or threatened against HAK or any of its affiliates, which seek to prevent the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
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4.
Conditions to Closing. (a) Reciprocal Closing Conditions. The obligation of each Party to consummate the transactions contemplated hereby is subject to approval by either the Bankruptcy Court or the Supervisory Board, and at the option of such Party, to the satisfaction on or prior to the Closing Date of all of the following conditions: (i) the representations and warranties of the other Party contained in this Agreement shall have been true and correct as of the Closing Date, (ii) the covenants and agreements of the other Party to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, (iii) the other Party shall have executed and delivered all documents and instruments required to be delivered by the other Party pursuant to Section 5, and (iv) there shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by a Governmental Authority of competent jurisdiction to the effect that the transactions contemplated by this Agreement may not be consummated as provided herein, no proceeding or lawsuit shall have been commenced by any such court or Governmental Authority for the purpose of obtaining any such injunction, writ or preliminary restraining order and no written notice shall have been received from any such Governmental Authority or any other third party indicating an intent to restrain, prevent, materially delay or restructure the transactions contemplated hereby.. HAK-Specific Closing Conditions. Without limitation of Section 4(a), the obligation of HAK to consummate the transactions contemplated hereby is subject, at the option of HAK, to the following: (i) HAKs receipt, prior to the Closing Date, of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all courts of competent jurisdiction and all Governmental Authorities (including, the Alaska Department of Natural Resources (the "")). Upon satisfaction of such condition, HAK shall provide prompt written notice to PEAO of such event; and (ii) PEAOs receipt, prior to the Closing date, of all consents, approvals, orders or authorizations of the Bankruptcy Court with respect to the transactions contemplated herein. In connection therewith, PEAO shall (x) within ten (10) days after the date hereof, make the filings or pleadings with the Bankruptcy Court required of them seeking such approval or authorization (y) comply, at the earliest practicable date, with any request for additional information or material requested by them from the Bankruptcy Court and (z) use commercially reasonable efforts to obtain such approvals at the earliest practicable date prior to the Closing Date. The order from the Bankruptcy Court approving the transaction shall be in a form and substance satisfactory to HAK, and any such order shall be a final order, which order is in effect and not subject to stay (the "Bankruptcy Order"). Upon receipt of the Bankruptcy Order, PEAO shall provide prompt written notice to HAK of such event.
(b)
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(c)
PEAO-Specific Closing Conditions. Without limitation of Section 4(a), the obligation of PBAO to consummate the transactions contemplated hereby is subject, at the option of PEAO, to the following: (1) HAK shall cause the State of Alaska to release the $40 million claim of the State of Alaska against PEAO (as stipulated in the bankruptcy proceedings) which is specifically related or allocated to both the Assets and the Spun Platform; and (ii) HAK shall cause Cook Inlet Pipeline Company ("CIPL") to release the $21 million claim of CIPL against PEAl! (as stipulated in the bankruptcy proceedings).
5.
Closing and Closing Deliverables.
(a) Assuming satisfaction or waiver of the conditions to closing set forth in Section 4, the Closing shall take place 5 Business Days after the later to occur of: (i) HAKs delivery to PEAO of the written notice contemplated in Section 4(b)(i) and (ii) PEAOs delivery to HAK of the written notice contemplated in Section 4(b)(ii) (the "Closing Date"). The Closing shall occur at 11:00 A.M. Alaskan Standard Time on the Closing Date at the office of HAK or at such other time and place (or by such other electronic means) as the Parties agree in writing. At the Closing: (i) HAK shall pay PEAO the Fee via wire transfer of immediately available funds to the account(s) designated in writing by PEAO; (ii) PEAO shall convey all of its right, title and interest in and to the Assets to HAK by an assignment and bill of sale duly executed by PEAO and HAK in substantially the form attached hereto as Exhibit B (the "Conveyance"), in sufficient duplicate originals to allow recording in all appropriate jurisdictions; (iii) HAK and PEAO shall execute a DNR-approved assignment form substantially in the form attached hereto as Exhibit C (the "DNR Assignment") and submit such executed DNR Assignment to the DNR for the DNRs final approval documentation; (iv) PEAO shall execute and deliver an executed Form W-9 and an executed certificate of non-foreign status as required in Treasury Regulation 1.14452(b)(2); and (v) HAK and PEAO shall each execute and deliver to one another any other documents that are reasonably required in order to effect the consummation of the transactions contemplated hereby. (c) Within five (5) business days after the Closing, HAK shall file a motion to dismiss with prejudice (in a form acceptable to PEAO) of the following proceeding: Hilcorp Alaska, LLC v. Paci ic Energy Alaska Operating, LLC; Case No. 3AN-12-07653 CI; In the Superior Court for f the State of Alaska, Third Judicial District at Anchorage.
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Additional Bankruptcy-Related Provisions Miscellaneous. HAK shall have no right to a 6. distribution from PEAOs estate under the Plan on account of any claim in favor of HAK (or any claim assigned to HAK). Furthermore, each of HAK and PEAO covenants not to sue the other Party based on any claim arising under or related to any agreement under which HAK (or any predecessor in interest to HAK) operates the Assets, including, without limitation, any such claim that is related to unpaid joint interest billings under any such agreement or unpaid overriding royalty interests with respect to the Assets. Nothing herein shall waive, limit, impair, or restrict any right or defense of HAK or any affiliate thereof, to protect, preserve, assert and enforce its rights, remedies, defenses and interests against any and all persons and entities other than PEAO. Finally, HAK agrees to release PEAO from any claims by SPCP Group Alaska LLC, SPCP Group III Alaska LLC or MLQ, LLC regarding the payment of any proceeds related to the overriding royalty interests owned by such entities in and to the Assets that arose prior to the Effective Time. Termination. Either Party may terminate this Agreement at any time prior to the Closing 7. by delivering a termination notice to the other Party if (a) the Closing has not occurred as of December 15, 2012, unless an extension is mutually agreed to in writing by the Parties, (b) the representations or warranties of the other Party are not true and correct as of the Closing Date, or (c) the other Party has not performed its covenants in all material respects to the extent required prior to the Closing Date pursuant to this Agreement. Without limitation of the foregoing, at any time between the date first-written above and the Closing, HAK shall have the right to terminate this Agreement by delivering a termination notice to PEAO if, in connection with any due diligence it may conduct or otherwise, HAK becomes aware of (i) any matter which would cause a material Asset to be unacceptable to HAK in its reasonable judgment or (ii) any cost, obligation or liability associated with any of the Assets that is unacceptable to HAK in its reasonable judgment. Notwithstanding the foregoing, no Party shall be entitled to deliver such a termination notice if the Closing has failed to occur as a result of the such Partys negligent or willful failure to perform or observe in any material respect such Partys covenants and agreements hereunder. Upon the delivery of any such termination notice, this Agreement shall be deemed to be void and of no further force and effect, except that the provisions of Sections 8, 912, 13, 15 and 17 shall survive such termination and continue in full force and effect indefinitely. It is understood and agreed between flAK and PEAO that the 8. Confidentiality. terms and existence of this Agreement shall remain confidential by and between HAK and PEAO and shall not, except as expressly permitted herein, be disclosed to any third parties. HAK and PEAO may each disclose the terms and existence of this Agreement (i) to each such Partys respective affiliates stockholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants current and prospective investors, partners or transferees, attorneys and consultants (collectively, "Representatives") (ii) in the course of any trial or other administrative or legal proceeding involving a Party or a Partys Representative, or (iii) as required by any applicable securities law or other applicable law, regulation, order (including any subpoena, interrogatory, or other similar requirement for such information to be disclosed) or the rules of any applicable national stock exchange or (iv) to the extent reasonably necessary to obtain any approval of any Governmental Authority of competent jurisdiction, including the DNR and the Bankruptcy Court.
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Notices. All notices, communications and document deliveries (each, a "Notice") 9. required or permitted to be given hereunder shall be in writing and shall be delivered personally, by registered or certified overnight United States mail, return receipt requested or by facsimile transmission or email. Any. Notice given in accordance herewith shall be deemed to have been given only when delivered to the party intended to receive it. For purposes of this Agreement, (i) PBAOs contact information for all Notices shall be the contact information first-written, above and (ii) HAKs contact information for all Notices shall be as set forth. below. HAK. and PEAO may change all or any portion of its contact information by giving written notice to the other in.a manlier that complies withthis Section 9. Hilcorp. Alaska, LLC 1201 Louisiana, Suite 1400 Houston, Texas 77002 Attn:. Jason C. Rebrook, Vice President Phone: (713) 209-2400 Facsimile; (713) 289-2650 Email: irebrook@hilcorp.com 10. Acknowledgments, Counterparts Time is of the. Essence. Each Party acknowledges and agrees that (i) it has read and understood this Agreement, (ii) is able to freely determine whether it is advisable to execute this Agreement (arid consummate the transactions contemplated hereby) and (iii) it has either consulted with an attorney regarding the terms and provisions of this Agreement and any other documents executed in connection therewith or has voluntarily elected not to do. Neither this Agreement nor any other documents executed in connection herewith shall be construed against any of the Parties by. reason of the authorship of any provision contained therein. This Agreement may be executed and delivered (including by facsimile or pdf. transmission), by each Party in any number of counterparts, each of which shall be an original instrument, but all of which together shall constitute but one and the same instrument and shall become effective when one. or more counterparts have been signed by each Party and delivered to the other Party (including by facsimile or pdf. transmission). Time is of the essence to both Parties in the performance of this Agreement and. the transactions contemplated hereby. 11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court") to interpret and enforce the terms of this Agreement. If for any reason the Bankruptcy Court declines to exercise jurisdiction, then the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the United States District Court for the District of Delaware. Each Party Waives any objection which it may have pertaining to improper venue or forum non-conveniens to the conduct Of any litigation or proceeding in the foregoing courts Each Party agrees that any and all process directed to it in any such proceeding ot litigation may be served upon it outside of the State of Delaware with the same force and effect as if such service had been made within the State of Delaware. EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY LITIGATION, ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT.
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12. Expenses; Waivers; Severability. Each Party will pay its own expenses and costs incidental to the negotiation and completion of the transaction, including legal fees. 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. It is the intent of the Parties that the provisions contained in this Agreement shall be severable. Should any provisions, in whole or in part, be held invalid as a matter of law, such holding shall not affect the other portions of this Agreement, and such portions that are not invalid shall be given effect without the invalid portion. 13. Assignment; Binding Agreement. Neither 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 null and void. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Subject to the terms set forth herein, the full execution of this Agreement creates a legally binding and enforceable agreement between the Parties regarding the matters set forth herein. 14. Amendment: No Third-Party Beneficiaries; Entire Agreement. This Agreement may be amended or modified only by an agreement in writing signed by PEAO and HAK and expressly identified as an amendment or modification. Nothing in this Agreement shall entitle any Person other than PEAO and HAK to any claim, cause of action, remedy or right of any kind. This Agreement, and the documents to be delivered or executed pursuant to this Agreement, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understanding or discussions. 15. Limitation on Damages. Notwithstanding anything to the contrary contained herein, none of HAK, PEAO or any of their respective affiliates shall be entitled to lost profits, indirect, consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby and each of HAK and PEAO, for itself and on behalf of their respective affiliates, hereby expressly waives any right to lost profits, indirect, consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby. 16. Disclaimer. EXCEPT FOR REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, PEAO MAKES NO, AND PEAO EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN THIS OR ANY OTHER INSTRUMENT, AGREEMENT OR CONTRACT DELIVERED HEREUNDER OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. 17. Further Assurances. At and after Closing, PEAO and HAK shall each execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances, and such other instruments, and shall each take such further actions as may be necessary or appropriate to assure fully to HAK or PEAO (including their successors and assigns) as the case may be, that the transactions described in this Agreement shall be completed
-7-
and that all of the Assets intended to be conveyed under the terms of this Agreement are so conveyed, including such Assets that are improperly described herein or inadvertently omitted from this Agreement and/or the assignments or other instruments executed contemporaneously herewith (including the exhibits attached to each). 18. Construction; Interpretation. Capitalized terms defined elsewhere in this Agreement shall have the meanings so given them herein. If any period of days is referenced in this Agreement and such period would expire on a day that is not a Business Day then such period shall instead expire on the first Business Day following such day. Unless otherwise required by the context in which any term appears, the following rules of construction shall apply for all purposes of this Agreement. Unless the context otherwise requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, the singular shall include the plural, and the plural shall include the singular. The words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." All references to Sections refer to sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is incorporated herein for all purposes. Headings, titles and subtitles in any article, section or subsection of this Agreement are included for convenience only and do not affect, and will not be used in, the interpretation of this Agreement. The words "herein," "hereof," "herewith" and "hereunder" and similar terms in this Agreement shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement. 19. Specific Performance. Without limitation of any other provision in this Agreement, the Parties acknowledge that an award of damages for failure to comply with this Agreement would not be an adequate remedy for the Party attempting to enforce This Agreement, and accordingly the Parties expressly authorize any such Party to bring an action against the other Party for a permanent or temporary injunction, to compel the specific performance or any other equitable remedy by such other Parties of their obligations to comply with such provisions without the necessity of posting bond orother security in connection therewith. This remedy is in addition to any other remedies at law or in equity. 20. Execution by PEAO. If the foregoing correctly sets forth the understanding and agreement between HAK and PEAO, please so indicate by executing and delivering to HAK an executed counterpart of the signature page attached hereto. 21. PEAH Letter Agreement. Contemporaneously with the execution of this Agreement, HAK and Pacific Energy Alaska Holdings, LLC entered into that certain letter agreement of even date herewith (the "PEAH Letter Agreement"). The PEAH Letter Agreement contemplates a Closing on same date as set forth herein, but the parties hereto acknowledge that if the Closing under the PEAH Letter Agreement has not yet occurred but the conditions set forth herein have been satisfied and the parties are ready to proceeding to Closing under this Agreement, the Closing of this Agreement may occur prior to Closing under the PEAH Letter Agreement.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, this Agreement has been signed by each Of the Parties on-the date below each such Partys signature.. HILCORP ALASKA, LLC
By Name:Taion C. i3ebrook Title: Vice President Date: PACIFIC ENERGY ALASKA OPERATING LLC
ci2J
By:_ Name: Gerald A. Tywothuk Title: Authorized Representative Date:
IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties on the date below each such Partys signature. HILCORP ALASKA, LLC
c.7Q/ By: Name: latri C. jebrook Title: President Date:

PACIFIC ENERGY ALASKA OPERATING LLC
By: Name: Geldd A Title: Authorized Representative Date:

. ~~ , (
41,
1)?4
EXHIBIT A - DESCRIPTION OF ASSETS

TRADING BAY UNIT AND TRADING BAY FIELD COOK INLET, ALASKA All of Assignors right, title and interest in and to the following, including, but not limited to, any operating rights, royalty, overriding royalty and working Interests in said lands: OIL AND GAS LEASES QLS NO. LEASE No. LESSOR! GRANTOR EFFECTIVE DATE RECORDING DISTRICT BK!PG ANCHORAGE LESSOR tNT % ROY INT % TOTAL ACRES WORKING INTEREST LEGAL DESCRIPTION
%
100.00 12.50 2,240.00 46.8%
TRADING BAY UNIT, TRACT
817104
17579
STATE OF
ALASKA, DNR, DIVISION OF OIL
211/1962
BK 3441 PG 888 T. 8 N., R. 13W., SEWARD MERIDIAN, ALASKA
AND GAS
As TO A 46.80% WORKING INTEREST IN 2,240.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT I SECTION 4: ALL, 640.00 ACRES; SECTION 9: W112, 320.00 ACRES; SECTION 16: NWI/4, 160.00 ACRES; SECTION 17: ALL, 640.00 ACRES; SECTION 20: N1/2, SWI/4, 480.00 ACRES. PERTAINS TO LAND FROM THE SURFACE DOWN TO A DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT. As TO A 46.80% WORKING INTEREST IN 2,240.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B SECTION 4: ALL, 640.00 ACRES; SECTION 9: W1/2, 320.00 ACRES; SECTION 16: NWI14. 160.00 ACRES; SECTION 17: ALL, 640.00 ACRES; SECTION 20: N 1/2. SWI/4. 480.00 ACRES. PERTAINS TO LAND BELOW THE GRAYLING GAS SANDS, OR 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
Page 1 of 27
QLS NO. 816472
LEASE No. 17594
LESSOR! GRANTOR STATE OF ALASKA, DNR, DIVISION OF OIL
EFFECTIVE DATE 3/1/1962
RECORDING DISTRICT BKIPG ANCHORAGE BK 3441 PG 719
LESSOR INT % 100.00
ROY INT % 12.50
TOTAL ACRES 4,956.00
WORKING INTEREST VARIES
LEGAL DESCRIPTION
TRADING BAY UNIT, TRACT T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA
AND GAS As TO A 46.80000% WORKING INTEREST IN 4,956.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT A SECTION 16: ALL, 640.00 ACRES; SECTION 17: S1/2, NE1/4, 480.00 ACRES; SECTION 20: ALL, 640.00 ACRES; SECTION 21: ALL, 640.00 ACRES; SECTION 29: ALL, 640.00 ACRES; SECTION 30: Au., 637.00 ACRES; SECTION 31: ALL, 639.00 ACRES; SECTION 32: ALL, 640.00 ACRES; PERTAINS TO LAND BELOW 10,600 FEET, BELOW THE GRAYLING GAS SANDS.
As TO A 46.80000% WORKING INTEREST IN 2,396.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT I SECTION 16: W1/2, NEI/4, 480.00 ACRES; SECTION 17: 81/2, NEI /4,460.00 ACRES; SECTION 20: W1/2, NEI/4 480.00 ACRES; SECTION 30: ALL, 637.00 ACRES; SECTION 31: W1/2, 319.00 ACRES; PERTAINS TO LAND WITHIN THE TRADING BAY UNIT TRACT 3 AND FROM THE SURFACE DOWN TO A DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
As TO A 50.00000% WORKING INTEREST IN 2,396.00

ACRES, MORE OR LESS, AND AS DESCRIBED AS FOLLOWS: SEGMENT B SECTION 16: W1/2, NEI14,480.00ACREs; SECTION 17: S1/2, NEII4, 480.00 ACRES; SECTION 20: W1/2, NEI/4, 480.00 ACRES; Page 2 of 27
OLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE
DATE
RECORDING
DISTRICT BK/PG
LESSOR INT %
ROY tNT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
SECTION 30: ALL, 637.00 ACRES; SECTION 31: W1/2, 319.00 ACRES; PERTAINS TO THE INTERVAL KNOWN AS THE GRAYLING GAS SANDS LOCATED BETWEEN 1,780 FEET MD AND 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
816479
17602
STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS
21111962
ANCHORAGE BK 3441 PG 806
100.00
12.50
640.00
46.8%
TRADING BAY UNIT, TRACT
T. 8 N., R. 14W., SEWARD MERIDIAN, ALASKA As TO A 46.80000% WORKING INTEREST IN 640.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT 3 SECTION 1: E1/2, 320.00 ACRES, SECTION 12: E1/2, 320.00 ACRES; PERTAINS TO LAND FROM THE SURFACE DOWN TO THE
TOP OF THE GRAYLING GAS SANDS OR TO A DEPTH OF

1,780 FEET MD IN ThE TRADING BAY UNIT K-2 WELL OR THE STRATIGRAPHIC EQUIVALENT. AS TO A 46.80000% WORKING INTEREST IN 640.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B SECTION 1: E1/2. 320.00 ACRES; SECTION 12: E112, 320.00 ACRES; PERTAINS TO LAND BELOW THE GRAYLING GM SANDS OR BELOW 10.128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR THE STRATIGRAPHIC _________ ______ _________ __________ EQUIVALENT. 100.00 12.50 46.8% TRADING BAY UNIT, TRACT 9 462.50
817105
18716
9/1/1962
ANCHORAGE
SK 3441 PG 582
T. B N., R. 13W., SEwARD MERIDIAN, ALASKA As TO A 46.80% WORKING INTEREST IN 462.50

ACRES MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT 3 SECTION 19: N1/2, SEI14, 462.50 ACRES;
Page 3 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT
LESSOR INT %
ROY INT %
TOTAL
WORKING
INTEREST
LEGAL DESCRIPTION
ACRES
BK!PG
%
PERTAINS TO LAND FROM THE SURFACE TO A DEPTH OF 1,780 FEET MD OR ITS STRATIGRAPHIC EQUIVALENT IN THE TRADING BAY UNIT K-2 WELL. As TO A 46.80% WORKING INTEREST IN 462.50 ACRES MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT C SECTION 19: N1/2, SEI14, 462.50 ACRES; PERTAINS TO LAND BELOW 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIORAPHIC EQUIVALENT.
816473
18729
10/l/1 962
100.00
12.50
3,085.00
VARIES
TRADING BAY UNIT, TRACT 10

T. 8 N., R. 13W., SEWARD MERIDIAN, ALASKA
SEGMENT A SECTIONS: ALL, 640.00 ACRES; SECTION 6: Au., 600.00 ACRES; SECTION 7: ALL, 602.00 ACRES; SECTION 8: ALL, 640.00 ACRES; SECTION 18: ALL, 603.00 ACRES. PERTAINS TO LAND BELOW 10,600 FEET, BELOW THE GRAYLING GAS SANDS.
AS TO A 46.80000% WORKING INTEREST IN 1,365.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT 2 SECTION 7: W1/2, SEII4, 442.00 ACRES; SECTION 8: S1, 320.00 ACRES; SECTION 18: ALL, 603.00 ACRES; PERTAINS TO LAND FROM THE SURFACE TO A DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
Page 4 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT BKIPG
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
SEGMENT I3 SECTION 7: W112, SEI14,442.00 AcREs; SEcTIoN 8: S1/2, 320.00 ACRES; SECTION 18: ALL, 603.00 ACRES; PERTAINS TO THE INTERVAL KNOWN AS THE GRAYLING GAS SANDS LOCATED BETWEEN 1,780 FEET MD AND 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
816474
18730
STATE OF ALASKA, DNR. DIVISION OF OIL AND GAS
10/1/1962
100.00
12.50
2880.00
VARIES
T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA As TO A 46.80000% WORKING INTEREST IN 2,880.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT A SECTION 26: SECTION 27: SECTION 28: SECTION 33: SECTION 34:
W112, 320.00 ACRES; ALL, 640.00 ACRES; ALL, 640.00 ACRES; ALL, 640.00 ACRES; ALL, 640.00 ACRES. 10,600 FEET, BELOW THE
PERTAINS TO LAND BELOW GRAYLING GAS SANDS.
As TOA46.80000% WORKING INTEREST IN 1,120.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT 2 SECTION SECTION SECTION
26: W1/2, 320.00 ACRES; 27: El 12, 320.00 ACRES; 34: El/2, SWI14, 480.00 ACRES;;
PERTAINS TO LAND FROM THE SURFACE TO A DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2
Page 5 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT BK/PG
LESSOR INT %
ROY INT h
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
WELL OR ITS STRATIGRAPHIC EQUIVALENT.
SEGMENT B SECTION 26: Wl, 320.00 ACRES; SECTION 27: E1/2, 320.00 ACRES; SECTION 34: E1/2, SWII4, 480.00 ACRES;; PERTAINS TO THE INTERVAL KNOWN AS THE GRAYLING GAS SANDS LOCATED BETWEEN 1,780 FEET MD AND 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
816475
18731
STATE OF ALASKA, DNR, DIVISION OF OIL
10/111962
100.00
12.50
3,840.00
VARIES
TRADING BAY UNIT, TRACT 12 T. 9 N., R. 13W., SEwo MERIDIAN, ALASKA
AND GAS As TO A 46.80000% WORKING INTEREST IN 560.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT 1, PORTION WITHIN TRADING BAY UNIT
SECTION 8: S1/2SEI/4, NEII4SE1I4, 120 ACRES; SECTION 9: SEI/4SEI/4, WI12SWI/4, 120 ACRES; SECTION 10: SW1I4NEII4, SE1/4NW1/4, SW1/4, W1/2SE114, 320 ACRES; PERTAINS TO LAND FROM THE SURFACE DOWN TO THE TOP OF THE GRAYLING GAS SANDS OR TO A DEPTH OF
1,780 FE ET MD IN THE TRADING BAY UNIT K-2 WELL OR THE STRA71GRAPHIC EQUIVALENT.
AS TO 50.0000% WORKING INTEREST IN 560.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT A, PORTION WITHIN TRADING BAY UNIT SECTIONS: S1/2SEI/4, NEII4SEII4, 120 ACRES; SECTION 9: SEI/4SEI/4, W1/2SWI/4, 120 ACRES; SECTION 10: SWI/4NE1/4, SEI/4NW1/4, SW114, W1/2 SE114, 320 ACRES; PERTAINS TO THE INTERVAL KNOWN AS THE GRAYLING GAS SANDS LOCATED BETWEEN 1,780 FEET MD AND
Page 6 of 27
QLS
NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
BKIPG
%
10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRAT1GRAPHIC EQUIVALENT.
As TO A 46.80000% WORKING INTEREST IN 560.00

ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B, PORTION WITHIN TRADING BAY UNIT SECTIONS: S1/2SEI/4, NEII4SEI/4, 120 ACRES; SECTION 9: SE1I4SEII4, W1/28W114, 120 ACRES; SECTION 10: SW1/4NEI/4, SEI14NWI!4, SWI/4, W1/2SEI14, 320 ACRES; PERTAINS TO LAND BELOW THE GRAYLING GAS SANDS OR BELOW 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR THE STRATIGRAPHIC EQUIVALENT. TRADING BAY FIELD T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA As TO A 46.80000% WORKING INTEREST IN 3,280.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT I PORTION WITHIN TRADING BAY FIELD SECTION 3: ALL, 640.00 ACRES; SECTION 4: ALL; 640.00 ACRES; SECTION 5: ALL; 640.00 ACRES; SECTION 8: N1/2, SWII4, NWI14SE1/4; 520.00 ACRES; SECTION 9: N1/2, E1/2SWI/4, W1/2SE114, NEII4SEII4: 520.00 ACRES SECTION 10: NI/2N1/2, SWI14NWI/4, SEI/4NE1/4, E1/2SEI/4; 320.00 ACRES PERTAINS TO LAND FROM THE SURFACE TO A DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRAT1GRAPHIC EQUIVALENT.
PORTION OF SEGMENT A, PORTION WITHIN TRADING BAY FIELD SECTION 3: ALL, 640.00 ACRES;
I-page 7Ot 27
QLS NO.
LEASE No.
LESSOR I GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
BKIPG
SECTION 4: ALL; 640.00 ACRES; SECTION 5: ALL; 640.00 ACRES; SECTION 8: N1/2, SWII/4, NWI/4SEI/4; 520.00 ACRES; SECTION 9: N1/2, EII2SWII4, WII2SE1/4, NEI/4SEI/4; 520.00 ACRES SECTION 10: N112N112, SWI/4NWI/4, SEI/4NEI/4, E1/2SEI/4; 320.00 ACRES PERTAINS TO THE INTERVAL KNOWN AS THE GRAYLING GAS SANDS LOCATED BETWEEN 1,780 FEET MD AND 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT. As TO A 46.80000% WORKING INTEREST IN 3,280.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B, PORTION WITHIN TRADING BAY FIELD SECTION 3: ALL, 640.00 ACRES; SECTION 4: ALL; 640.00 ACRES; SECTION 5: ALL; 640.00 ACRES; SECTION 8: N112, SWI/4, NWI/4SE114; 520.00 ACRES; SECTION 9: N1/2, E1/2SWI/4, W1/2SEI/4, NEI/4SEI/4; 520.00 ACRES SECTION 10: NIJ2NI/2, SWI/4NWI/4, SEI/4NE114, E1/2SEI/4; 320.00 ACRES PERTAINS TO LAND BELOW THE GRAYLING GAS SANDS OR BELOW 10,128 FEET MD IN ThETRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT. 817106 18758 STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS
9/l/1 962
100.00
12.50
480.00
46.8%
TRADING BAY UNIT, TRACT 13 T. 9 N., R. 14W., SEWARD MERIDIAN, ALASKA
As TO A 46.80000% WORKING INTEREST IN 480.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT 3 SECTION 25: E1/2, 320.00 ACRES; SECTION 36: N014, 160.00 ACRES;
Page 8 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
PERTAINS TO LAND FROM THE SURFACE DOWN TO THE TOP OF THE GRAYLING GAS SANDS OR TO A DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR THE STRATIGRAPHIC EQUIVALENT.
As TO A 46.80000% WORKING INTEREST IN 480.00 ACRES, MORE OR LESS, AS DESCRIBED AS FOLLOWS:

SEGMENT B SECTION 25: E1/2, 320.00 ACRES; SECTION 36: NEII4, 160.00 ACRES; PERTAINS TO LAND BELOW THE GRAYLING GAS SANDS OR BELOW 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR THE STRATIGRAPHIC EQUIVALENT. 817107 18772
9/1/1962
ANCHORAGE
BK3441 PG 609
100.00
12.50
1,1600.00
46.8%
T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA As TO 46.80% WORKING INTEREST IN 1,600 ACRES,
MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENTS 2 AND B SECTION 15: ALL, 640.00 ACRES; SECTION 22: ALL, 640.00 ACRES; SECTION 23: W1/2,320.00 ACRES; PERTAINS TO ALL DEPTHS EXCLUDING THE GRAYLING GAS SANDS
817108
18777
911/1962
100.00
12.50
796.00
VARIES
TRADING BAY UNIT, TRACT 17 1.9 N., R. 13W., SEWARD MERIDIAN, ALASKA
As TO A 46.80000% WORKING INTEREST IN 796.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT2 SECTION 18: SEII4, 160.00 ACRES; SECTION 19: ALL, 636.00 ACRES; PERTAINS TO ALL LAND FROM THE SURFACE TO THE
Page 9 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
%
TOP OF THE GRAYLING GAS SANDS OR TO A DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR rrs STRATIGRAPHIC EQUIVALENT.
As TO A 50.00000% WORKING INTEREST IN 796.00

ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT A SECTION 18: SEII4. 160.00 ACRES; SECTION 19: ALL, 636.00 ACRES; PERTAINS TO THE GRAYLING GAS SANDS DEFINED AS THE INTERVAL IN THE TRADING BAY UNIT K-2 WELL BETWEEN THE MEASURED DEPTHS OF 1,780 FEET AND 10,128 FEET OR ITS STRATIGRAPHIC EQUIVALENT.
As TO A 46.800000% WORKING INTEREST IN 796.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B
SECTION 18: SEI/4, 160.00 ACRES: SECTION 19: ALL, 636.00 ACRES; PERTAINING TO ALL DEPTHS BELOW THE GRAYLING GAS SANDS OR BELOW 10,125 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT. 817109 21068 STATE OF 7/1/1963
AIASKA, DNR, DIVISION OF OIL AND GAS
100.00
12.50
160.00
46.8%
T. 9 R. 14W., SEWARD MERIDIAN, ALASKA As TO A 46.80% WORKING INTEREST IN 160.00 ACRES MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT 1 SECTION
24: SEI/4, 160.00 ACRES;
PERTAINS TO LAND FROM THE SURFACE TOTHE TOP OF THE GRAYLING GAS SANDS OR TO DEPTH OF 1,780 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
As TO A 46.80% WORKING INTEREST IN 160.00 Page 10 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
ACRES MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B
SECTION 24: SEII4, 160.00 ACRES; PERTAINS TO ALL DEPTHS BELOW THE GRAYLING GAS SANDS OR BELOW 10,125 FEET MD IN THE TRADING BAY UNn K-2 WELL OR ITS STRATIGRAPHIC EQIJWALENT.
Page 11 of 27
TRADING BAY UNIT AND TRADING BAY FIELD RIGHTS OF WAY QLS NO. 793983 LEASE No. 220602 GRANTOR EFFECTIVE DATE 1/1/1994 RECORDING DISTRICT LESSOR INT % 100.00 TOTAL ACRES 12.1 WORKING INTEREST % 100.0% LEGAL DESCRIPTION
BKIPG
STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER ANCHORAGE BK 2574 PG 560 A PRIVATE NON-EXCLUSIVE RIGHT-OF-WAY FORA PORTION OFAN AIRCRAFT LANDING STRIP ON STATE LAND FOR YEARLONG USE, RUNNING APPROXIMATELY 1320 FEET IN LENGTH AND EXTENDING APPROXIMATELY 400 FEET IN WIDTH. OCCUPYING 12.1 ACRES. T9N, R14W, SM, AK, SECTION 32 A PARCEL OF LAND DESCRIBED AS FOLLOWS: T9N, RI4W, SM, AK, SECTION 32: COMMENCING AT THE U.S. B. L. M. MONUMENT MARKING THE SECTION CORNER COMMON TO SECTIONS 5 AND 6, ON THE TOWNSHIP LINE OF TOWNSHIP 8 AND 9 NORTH, RANGE 14 WEST, SM, PROCEED SOUTH 89 DEGREES 41 58" WEST ALONG THE TOWNSHIP LINE OF TOWNSHIP 8 AND 9 NORTH, RANGE 14 WEST, SM, A DISTANCE OF 1,839.68 FEET TO A COPPERWELD MONUMENT AND THE TRUE POINT OF BEGINNING OF THIS LEGAL DESCRIPTION." THENCE PROCEED ALONG THE TOWNSHIP LINE BETWEEN 18 AND 9N, R14W, SM, N 89 DEGREES 41 58" EA DISTANCE OF 145 FEET TO A POINT; THENCE N 01 DEGREES 07 42W A DISTANCE OF 1320 FEET TO A POINT; THENCE S88 DEGREES 5218" WA DISTANCE OF 400 FEET TO A POINT; THENCE S 0 DEGREES 07 42" E A DISTANCE OF 1,314.22 FEET TO A POINT ON THE TOWNSHIP LINE 8 AND 9N, RI4W, SM; THENCE N 89 DEGREES 4158" E A DISTANCE OF 255.04 FEET TO THE TRUE POINT OF BEGINNING OF THIS LEGAL DESCRIPTION." PURPOSE: MAINTAINING A PORTION OF THE AIRSTRIP
794400
42914
STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
12/31/1967
NONE
100.00
NA
CONTRACTUAL 46.8% WI
WELLS FOR WATER RIGHTS IS LOCATED ON FOLLOWING PROPERTY - FEE PROPERTY: T8N, RI4W, SM, AK SECTION 05: PORTION OF FRACTIONAL NW/4 THIS WATER RIGHTS CERTIFICATION CARRIES NO SURFACE ACREAGE THIS IS A PERMIT TO APPROPRIATE WATER.
794848
NA
SALAMATOF NATIVE ASSOCIATION
1/1/2000
NONE
100.00
6.05
500%
T8N, RI4W, SM, AK SECTION 6: A PARCEL OF LAND LYING WITHIN THE SE/4 OF SECTION
_CONTRACTUAL Page 12 of 27
QLS NO.
LEASE No.
GRANTOR INC
EFFECTIVE DATE
RECORDING DISTRICT BK! PG
LESSOR INT %
TOTAL ACRES
WORKING INTEREST % INTEREST 46.8% WI
LEGAL DESCRIPTION 06, T8N, RI4W, SM ALASKA AND DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SECTION 06, TBN, R14W, SM, AS SHOWN ON THAT SURVEY OF STATE LANDS ADL 37596, THENCE N 89 DEGREES 57 58" E, A DISTANCE OF 605 FEET TO A POINT AND BEING THE TRUE POINT OF BEGINNING; THENCE S 04 DEGREES 57 42" E A DISTANCE OF 720.00 FEET; THENCE N 85 DEGREES 02 18" E, A DISTANCE OF 400.00 FEET TO A POINT; THENCE N 04 DEGREES 5742"W 685.20 FEET, MORE OR LESS, TO THE S LINE OF THE NE14 SECTION 06, TON, RI4W, SM; THENCE S 89 DEGREES 57 58"W ALONG THE S LINE OF NE/4 OF SAID SECTION 06, A DISTANCE OF 401.50 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.CONTAINING 6.05 ACRES, MORE OR LESS. PURPOSE: THE SOUTHERN PORTION OF THE AIRSTRIP ATTBPF
Page 13 of 27
QLS NO. 793928
LEASE No. 33047
GRANTOR
EFFECTIVE DATE
STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
7122/1966
RECORDING DISTRICT BKIPG NONE
LESSOR INT % 100.00
TOTAL ACRES 326.50
WORKING INTEREST % CONTRACTUAL INTEREST 46.8% WI
LEGAL DESCRIPTION
T8N, RI4W; T9N, R13W; AND T9N, RI4W, SM, AK RIGHT-OF-WAY 150 FEET IN WIDTH ON EITHER SIDE OF THE CENTERLINE AND 8.9 MILES IN LENGTH ON TIDE AND SUBMERGED LANDS LYING SEAWARD OF THE MEAN HIGH TIDE LINE IN TRADING BAY LOCATED WITHIN SECTIONS 4 AND 5, TOWNSHIP 8 NORTH, RANGE 14 WEST; SECTIONS 4,8, 9, 17, 18 AND 19, TOWNSHIP 9 NORTH, RANGE 13 WEST; AND SECTIONS 24,25,26,33,34 AND 35, TOWNSHIP 9 NORTH, RANGE 14 WEST, SEWARD MERIDIAN, CONTAINING APPROX. 326.5 ACRES. SEE BELOW FOR DETAILED METES AND BOUNDS DESCRIPTION. PURPOSE: MONOPOD PIPELINE TO TBPF METES AND BOUNDS DESCRIPTION: A 300 FOOT SUB-SEA FLOWLINE RIGHT OF WAY LOCATED IN TRADING BAY WITHIN PROTRACTED T8N, RI4W; T9N, RI3W; AND T9N, RI4W; SM WITHIN THE KENAI PENINSULA BOROUGH AND BEING 150 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT A POINT ON THE UNION OIL COMPANY TRADING BAY PLATFORM, ALASKA STATE PLANE COORDINATES, ZONE 4, X218,871, Y=2,523,126; THENCE, BY METES AND BOUNDS COMPUTED FROM ALASKA STATE PLANE COORDINATE SYSTEM, ZONE 4; N. 40 DEGREES 3506" W, FOR A DISTANCE OF 129.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE, S. 49 DEGREES 2454" W., FOR A DISTANCE OF 1,637.86 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 1200.00 FEET, A CENTRAL ANGLE OF 12 DEGREES 55 23", AND AN ARC LENGTH OF 270.66 FEET TO THE POINT OF TANGENCY; THENCE, S. 36 DEGREES 29 31" W., FOR A DISTANCE OF 181.91 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 1200.00 FEET, A CENTRAL ANGLE OF 12 DEGREES 5601 AND AN ARC LENGTH OF 271.17 FEET TO THE POINT OF TANGENCY; THENCE, S. 49 DEGREES 2622"W., FOR A DISTANCE OF 4,354.96 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 1 DEGREE 44 57", AND AN ARC LENGTH OF 152.64 FEET, TO THE POINT OF TANGENCY; THENCE, S. 51 DEGREES 1119" W., FOR A DISTANCE OF 646.89 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A RADIUS OF
Page 14 of 27
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING INTEREST %
LEGAL DESCRIPTION
5,000.00 FEET, A CENTRAL ANGLE OF 3 DEGREES 4306", AND AN ARC LENGTH OF 324.49 FEET, TO THE POINT OF TANGENCY; THENCE, S. 47 DEGREES 2813" W., FOR A DISTANCE OF 480.37 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 5 DEGREES 56 51", AND AN ARC LENGTH OF 519.02 FEET TO A POINT OF TANGENCY; THENCE, S. 53 DEGREES 25 "W., FOR A DISTANCE OF 309.28 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 5 DEGREES 13 19, AND AN ARC LENGTH OF 455.70 FEET, TO THE POINT OF TANGENCY; THENCE, S. 48 DEGREES 1145" W., FOR A DISTANCE OF 1,792.55 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 1 DEGREE 39 18", AND AN ARC LENGTH OF 144.43 FEET, TO THE POINT OF TANGENCY; THENCE, S. 49 DEGREES 5113 W., FOR A DISTANCE OF 7,680.47 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 2 DEGREES 2150, AND AN ARC LENGTH OF 206.29 FEET TO THE POINT OF TANGENCY; THENCE, S. 52 DEGREES IT 03 W., FOR A DISTANCE OF 372.37 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 7 DEGREES 473T, AND AN ARC LENGTH OF 680.12 FEET TO THE POINT OF TANGENCY; THENCE, S. 44 DEGREES 25 26" W., FOR A DISTANCE OF 88.88 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 6 DEGREES 11 47", AND AN cularly described as follows: Beginning at U.S.L.M. 4566, U.S.LM. 4566, identical with U.S.B.L.M. 665 (G106), a 6), a Copperweld Monument, Latitude 60" 09 15.8 THENCE, THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 1 DEGREE 1056-, AND AN ARC LENGTH OF 103.17 FEET TO THE POINT OF TANGENCY; THENCE, 8.46 DEGREES 26 17"W., FOR A DISTANCE OF 3,505.95 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 1,200.00 FEET, A CENTRAL ANGLE OF 7 DEGREES 3441", AND AN ARC LENGTH OF 158.71 FEET TO THE POINT OF TANGENCY; THENCE, S. 57 DEGREES 0058 - W., FOR A DISTANCE OF 65.15 FEET TO A POINT OF CURVATURE; THENCE ALONG A CURVE TO THE rage
i3 OT z (
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING INTEREST %
LEGAL DESCRIPTION
LEFT HAVING A RADIUS OF 1,200.00 FEET, A CENTRAL ANGLE OF 20 DEGREES 21 12, AND AN ARC LENGTH OF 426.28 FEET TO THE POINT OF TANGENCY; THENCE, 8.36 DEGREES 39 46"W., FOR A DISTANCE OF 29.98 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 1,200.00 FEET, A CENTRAL ANGLE OF 13 DEGREES IT 29", AND AN ARC LENGTH OF 278.37 FEET TO THE POINT OF TANGENCY; THENCE S. 49 DEGREES 5715"W., FOR A DISTANCE OF 3,665.57 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 3 DEGREES 4749", AND AN ARC LENGTH OF 331.35 FEET TO THE POINT OF TANGENCY; THENCE, S. 46 DEGREES 0926" W., FOR A DISTANCE OF 199.63 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 7 DEGREES 3944", AND AN ARC LENGTH OF 668.65 FEET TO THE POINT OF TANGENCY; THENCE,S. 53 DEGREES 49 10" W., FOR A DISTANCE OF 907.42 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1,200.00 FEET, A CENTRAL ANGLE OF 9 DEGREES 57 00", AND AN ARC LENGTH OF 208.39 FEET, TO THE POINT OF TANGENCY; THENCE, 5.43 DEGREES 52 10" W., FOR A DISTANCE OF 68.67 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 5 DEGREES 52 56", AND AN ARC LENGTH OF 513.32 FEET TO THE POINT OF TANGENCY; THENCE, 8.49 DEGREES 4506 W., FOR A DISTANCE OF 2,490.22 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF I DEGREE 35 57", AND AN ARC LENGTH OF 139.55 FEET TO THE POINT OF TANGENCY; THENCE, S. 48 DEGREES 0909"W., FOR A DISTANCE OF 862.92 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 3 DEGREES 24 56", AND AN ARC LENGTH OF 298.06 FEET TO THE POINT OF TANGENCY, THENCE, S. 51 DEGREES 3405" W., FOR A DISTANCE OF 464.03 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 10,000.00 FEET, A CENTRAL ANGLE OF 2 DEGREES 0823", AND AN ARC LENGTH OF 373.45 FEET TO THE POINT OF TANGENCY; THENCE, S. 49 DEGREES 25 42" W., FOR A DISTANCE OF 2,384.33 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A Page 16 of 27
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING INTEREST %
LEGAL DESCRIPTION
RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 3 DEGREES 37 50, AND AN ARC LENGTH OF 316,83 FEET TO THE POINT OF TANGENCY; THENCE, S. 53 DEGREES 03 32" W., FOR A DISTANCE OF 380.35 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 6 DEGREES 0134!, AND AN ARC LENGTH OF 525.88 FEET TO THE POINT OF TANGENCY; THENCE, S. 47 DEGREES 0158" W., FOR A DISTANCE OF 593.02 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 3 DEGREES 4043", AND AN ARC LENGTH OF 320.02 FEET TO THE POINT OF TANGENCY; THENCE, S. 50 DEGREES 41 41" W., FOR A DISTANCE OF 219.31 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 2,000.00 FEET, A CENTRAL ANGLE OF 7 DEGREES 3713, AND AN ARC LENGTH OF 266.00 FEET TO THE POINT OF TANGENCY; THENCE, S. 43 DEGREES 04 28" W., FOR A DISTANCE OF 192.56 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 3,000.00 FEET, A CENTRAL ANGLE OF 9 DEGREES 14 17", AND AN ARC LENGTH OF 483.70 FEET, TO THE POINT OF TANGENCY; THENCE, S. 52 DEGREES 18 54" W., FOR A DISTANCE OF 534.20 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 2 DEGREES 4915", AND AN ARC LENGTH OF 246.16 FEET TO THE POINT OF TANGENCY; THENCE, S. 49 DEGREES 29 39"W., FORA DISTANCE OF 1,021.99 FEET TO A POINT OF CURVATURE; THENCE, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 1,200.00 FEET, A CENTRAL ANGLE OF 43 DEGREES 39 58", AND AN ARC LENGTH OF 914.54 FEET, TO THE POINT OF TANGENCY; THENCE, N. 86 DEGREES 5023"W., FOR A DISTANCE OF 1,342.55 FEET TO A POINT ON THE LINE OF MEAN HIGH TIDE, ALASKA STATE PLAN COORDINATE, ZONE 4, X=1 82,348; Y=2,493,695, BEING THE END POINT OF PREVIOUSLY DESCRIBED CENTERLINE. CONTAINING 326.50 ACRES, MORE OR LESS. 793985 224467 STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER 2/16/1990 ANCHORAGE BK 2040 PG 181 100.00 28.95 100.0% CONTRACTUAL INTEREST 46.8% WI Page 17 of 27 A PRIVATE RIGHT-OF-WAY 100 FEET IN WIDTH - EXTENDING 50
FEET ON EITHER SIDE OF THE CENTERLINEAND 12,563.10 FEET IN LENGTH, OCCUPYING
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE
DATE
TBK! PG
RECORDING LESSOR TOTAL WORKING DISTRICT INT % ACRES INTEREST %
LEGAL DESCRIPTION
APPROXIMATELY 28.95 ACRES AND CONTAINING ONE 16 INCH OUTFALL PIPELINE. WITHIN: TownsHip I RANGE I MERIDIAN 3, 4, 5 8 NORTH 114 WEST SEWARD 50% A PRIVATE RIGHT-OF-WAY 100 FEET IN WIDTH EXrENDING 50 FEET ON EITHER SIDE OF THE CENTERLINE EXCEPT AS DESCRIBED IN THE ORIGINAL CONTRACTUAL PERMIT OCCUPYING APPROXIMATELY 71.51 ACRES AND CONTAINING 46.8% WI TWO 10-INCH OIL AND GAS PIPELINES. SECTION(S)
Wm.1ud
7/22/1996
ANCHORAGE 100.0 MISC BK 167 PG 462
210.0
SECTION(S) 10/21/1968 MISC BK 167 PG 496 71.51 3,4,5 29,31.32 35,36
SHIP V NNORTHI
Th
RANGE 14 WEST 13WEST 14 WEST
MERIDIAN SEWARD EWARD SEWARD
TH
PURPOSE: PIPELINE ROW FROM TBPF TO GRAYLING PLATFORM MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ATW.C.M.C. NO.2 OF U.S. SURVEY NO. 4520, A U.S. B.L.M. CADASTRAL SURVEY BRASS CAP MONUMENT, LATITUDE 60 DEGREES 4855.42, LONGITUDE 151 DEGREES 4652.93"; THENCE, ALONG TRUE BEARINGS AND DISTANCES 832 DEGREES 3837.4! E., 708.79 FEET TO THE INTERSECTION OF THIS LINE AND THE 1963 MEAN HIGH TIDE MARK OF COOK INLET, ALASKA, SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING. ALL THAT PORTION OF LAND LYING 5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE ALIGNMENT. BEGINNING AT SAID INTERSECTION POINT, SAID POINT BEING THE INTERSECTION OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE WITH THE MEAN HIGH TIDE MARK OF COOK INLET, ALASKA, AND THE TRUE POINT OF BEGINNING; THENCE, S 73 DEGREES 2423" E., 1,000.00 FEET TO PT. #A. ALL THAT PORTION OF LAND LYING 50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE ALIGNMENT; THENCE CONTINUE SOUTH 73 DEGREES 23 49.4 E., 957.03 FEET TO PT. #B; THENCE, SOUTH 79 DEGREES 1446.6" E., 405.63 FEET TO PT. #C; THENCE, N Page 18 of 27
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING INTEREST %
LEGAL DESCRIPTION 78 DEGREES 0555.5" E., 472.69 FEET TO PT. #D; THENCE, S. 86 DEGREES 1202.5" E., 537.32 FEET TO PT. #E; THENCE, N 73 DEGREES 05 19.9" E., 240.67 FEET TO PT. #F; THENCE, N 49 DEGREES 5321.1" E., 132.30 FEET TO PT #0; THENCE, N 79 DEGREES 01 14.6" E., 611.41 FEET TO PT. #H; THENCE, N 38 DEGREES 3034.0" E., 183.19 FEET TO P #1; THENCE, N 73 DEGREES 4052.4E., 1,400.62 FEET TO PT. #J; THENCE, N 70 DEGREES 1804.2" E., 1,200.37 FEET TO PT. #K; THENCE, N 75 DEGREES 51 09.1" E. 604.82 FEET TO PT. #L; THENCE, N 68 DEGREES 19 29.2" E, 599.57 FEET TO PT. #M; THENCE, N 88 DEGREES 0753.4" E., 192.87 FEET TO PT. #N; THENCE, N 67 DEGREES 57 21.3" E., 225.42 FEET TO PT 90; THENCE, N 70 DEGREES 5027.7 E., 432.57 FEET TO PT. #P; THENCE, N 68 DEGREES 3156.7" E., 1,000.88 FEET TO PT. #Q; THENCE, N 72 DEGREES 4831.2" E., 794.55 FEET TO PT. #R; THENCE, N 71 DEGREES 14 36.9E., 2,806.91 FEET TO PT. #S; THENCE, N 75 DEGREES 09 21.6" E., 612.04 FEET TO PT. #T; THENCE, N. 57 DEGREES 34 40.3" E., 200.94 FEET TO PT. #U; THENCE, N 78 DEGREES 34 15.5" E., 397.16 FEET TO PT. #V; THENCE, N 71 DEGREES 5847.5" E., 2,177.39 FEET TO PT. #W; THENCE, N 66 DEGREES 1646.1 - E., 205.28 FEET TO PT. #X; THENCE, N 69 DEGREES 4601.6" E., 396.48 FEET TO PT. #Y; THENCE. N 73 DEGREES 3150.3" E., 607.93 FEET TO PT. #Z; THENCE, N 61 DEGREES 3017.9" E., 427.60 FEET TO PT. #AA; THENCE, N 73 DEGREES 5357.2" E., 794.64 FEET TO PT. #BB; THENCE, N 76 DEGREES 40 49.2" E., 598.91 FEET TO PT. #CC; THENCE, N 70 DEGREES 0826.U E., 995.74 FEET TO PT. #DD; THENCE, N 73 DEGREES 15 03.2 E., 1,229.21 FEET TO PT. #EE; THENCE, N 70 DEGREES 1943.6E., 1,082.26 FEET TOPT. #FF; THENCE, N 71 DEGREES 15 41.9" E., 1,802.51 FEET TO PT. #GG; THENCE, N. 72 DEGREES 4824.6! E., 1,398.92 FEET TO PT. #HH; THENCE, N 67 DEGREES 5045.2" E., 897.94 FEET TO PT. #11; THENCE, N 71 DEGREES 3907.3!1 E., 379.73 FEET TO PT. #JJ; THENCE, N 79 DEGREES 56 11,5" E., 392.75 FEET TO PT. #KK THENCE, N 70 DEGREES 59 01.5" E,, 611.56 FEET TO PT. #LL; THENCE, N 66 DEGREES 0839.2" E., 376.75 FEET TO PT. #MM; THENCE, N 71 DEGREES 45 30.4" E., 603.93 FEET TO PT. #NN; THENCE, N 50 DEGREES 3016.2 - E., 592.48 FEET TO PT. #00; THENCE, N 35 DEGREES 37 22.4" E., 872.74 FEET TO PT. #PP; THENCE, N 21 DEGREES 06 12.5" E., 593.89 FEET TO THE GRAYLING PLATFORM AND END OF SAID RIGHT-OF-WAY,
Page 19of27
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE RECORDING DATE I DISTRICT
LESSOR TOTAL WORKING ACRES INTEREST % I INT 100.00 100.0% CONTRACTUAL INTEREST 46.8% A PRIVATE RIGHT-OF-WAY 100 FEET IN WIDTH EXTENDING 50 FEET ON EITHER SIDE OF THE CENTERLINE EXCEPT AS DESCRIBED IN THE ORIGINAL PERMIT RUNNING 28,576.59 FEET IN LENGTH AND OCCUPYING APPROXIMATELY 63.52 ACRES AND CONTAINING TWO 8 -INCH OIL PIPELINES AND A 4-INCH os PIPELINE.
-
794831 35400 STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
BK 3502 PG 993
WITHIN
-SECTI ON(S)
OWNSHIP NORTH NORTH
RANGE 13 WEST I4WEST
MERIDIAN SEWARD ISEWARD
6 1, 2, 3, 4,5
PURPOSE: THREE PIPELINES FROM THE DOLLY VARDEN PLATFORM TO TBPF MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ATW.C.M.C. NO.2 OF U.S. SURVEY NO. 4520, A U.S.B.L.M. CADASTRAL SURVEY BRASS CAP MONUMENT, LATITUDE 60 DEGREES 48 55.42", LONGITUDE 151 DEGREES 4652.93"; THENCE, ALONG TRUE BEARINGS AND DISTANCES S 31 DEGREES 10E., 718.74 FEET TO THE INTERSECTION OF THIS LINE AND THE 1963 MEAN HIGH TIDE MARK OF COOK INLET, ALASKA, SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING. ALL THAT PORTION OF LAND LYING 5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE ALIGNMENT. BEGINNING AT SAID INTERSECTION POINT, SAID POINT BEING THE INTERSECTION OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE WITH THE MEAN HIGH TIDE MARK OF COOK INLET, ALASKA, AND THE TRUE POINT OF BEGINNING; THENCE, S 65 DEGREES 1738" E., 1,000.00 FEET TO PT. #1. ALL THAT PORTION OF LAND LYING 50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE ALIGNMENT: THENCE CONTINUE S65 DEGREES 1738" E., 902.11 FEET TO PT. #2; THENCE, S 67 DEGREES 51 13" E., 283.44 FEET TO PT. #10; THENCE, S 86 DEGREES 04 42" E., 368.41 FEET TO PT. #20; THENCE, N 88 DEGREES 19 53" E., 379.01 FEET TO PT. #30; THENCE, N 82 DEGREES 1306" E., 1,408.71 FEET TO PT. #68; THENCE, N 85 DEGREES 14 48" E., 1,868.94 FEET TO PT. #120: THENCE, Page 20 of 27
QLS No.
LEd No.
EFFC DATE
NG DISTRICT
INT
% I ACRES I
INTEREST % N 84 DEGREES 0205" E., 6,331.66 FEET TO PT. 9593; THENCE, N 84 DEGREES 35 53" E., 1,979.90 FEET TO PT. #540; THENCE. N 82 DEGREES 5621 " E., 1,726.44 FEET TO PT. #493; THENCE, N 86 DEGREES 5034" E., 736.87 FEET TO PT. #473; THENCE, N 83 DEGREES 3027" E., 1,780.01 FEET TO PT. #425; THENCE, N 89 DEGREES 3451" E., 934.45 FEET TO PT. #400; THENCE, N 83 DEGREES 1036" E., 751.15 FEET TO PT. #380; THENCE, N 79 DEGREES 45 02" E., 1,669.83 FEET TO PT. #334; THENCE, N 86 DEGREES 4958" E., 112532 FEET TO PT. #303; THENCE, 880 DEGREES 2823" E., 543.98 FEET TO PT. #288; THENCE, S 71 DEGREES 1734" E., 633.05 FEET TO PT. #272; THENCE, S 27 DEGREES 0332" E., 171.37 FEET TO PT. #267; THENCE, S 74 DEGREES 3043" E., 157.61 FEET TO PT. #264; THENCE, S 32 DEGREES 4936" E., 504.46 FEET TO PT. #250; THENCE, S 06 DEGREES 2605" E., 363.03 FEET TO PT. #240; THENCE, S 07 DEGREES 291 24" W., 541.30 FEET TO PT. #225; THENCE, S 08 DEGREES 2705" E., 184.64 FEET TO PT. #220; THENCE, S 17 DEGREES 1243" E., 739.53 FEET TO PT. #200; THENCE. S 55 DEGREES 21 32" E., 37229 FEET TO PT. #190; THENCE, 862 DEGREES 41 16" E., 381.65 FEET TO PT. #180; THENCE, S 68 DEGREES 47 22" E., 737.43 FEET TO THE DOLLY VARDEN PLATFORM AND END OF SAID RIGHT-OF-WAY, CONTAINING 63.52 ACRES, MORE OR LESS.
794853 134813
STATE OF ALASI<A, DNR, DIVISION OF LAND, MINING & WATER
ANCHORAGE100.00
BK32I5PG 672
I 82.51
100.0% CONTRACTUAL INTEREST

46.8%
I
I I I I
A PRIVATE RIGHT-OF-WAY 100 FEET IN WIDTHEXTENDING 50

FEET ON EITHER SIDE OF THE CENTERLINE EXCEPT AS DESCRIBED IN THE ORIGINAL PERMIT - RUNNING 36,840.78 FEET IN LENGTH AND OCCUPYING APPROXIMATELY 82.51 ACRES AND CONTAINING TWO 8.625-INCH OIL AND GAS PIPELINES. SECTION(S) 4,5 17,19,20,30 25,26, 34, 35
TOWNSHIP
8 NORTH 9 NORTH 9 NORTH
RANGE 14 WEST 13 WEST 14 WEST
MERIDIAN
Sswo
SEwD
SEwo
PURPOSE: PIPELINES FROM KING SALMON PLATFORM TO TBPF MORE PARTICULARLY DESCRIBED AS FOLLOWS: Ml Page 21 of 27
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION U.S.B.L.M. CADASTRAL SURVEY BRASS CAP MONUMENT, LATITUDE 60 DEGREES 4855.42", LONGITUDE 151 DEGREES 46 52.93"; THENCE, ALONG TRUE BEARINGS AND DISTANCES S 32 DEGREES 4T 10.9" E, 698.16 FEET TO THE INTERSECTION OF THIS LINE AND THE 1963 MEAN HIGH TIDE MARK OF COOK INLET, ALASKA, SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING. ALL THAT PORTION OF LAND LYING 5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE ALIGNMENT, BEGINNING AT SAID INTERSECTION POINT, SAID POINT BEING THE INTERSECTION OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE WITH THE MEAN HIGH TIDE MARK OF COOK INLET, ALASKA, AND THE TRUE POINT OF BEGINNING; THENCE, S 82 DEGREES 1924.1" E, 1,000.00 FEET TO PT. #A ALL THAT PORTION OF LAND LYING 50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED AS-BUILT PIPELINE ALIGNMENT; THENCE CONTINUE S 82 DEGREES 197.2" E, 710.05 FEET TO PT. #B; THENCE, S 81 DEGREES 5 35.0" E, 463.91 FEET TO PT. #C; THENCE, N 89 DEGREES 3630.8" E, 179.13 FEET TO PT. #D; THENCE, N 75 DEGREES 935.6" E, 169.77 FEET TO PT. #E; THENCE, N 57 DEGREES 542.1" E, 166.63 FEET TO PT. #F; THENCE, N 60 DEGREES 28 58.3" E, 689.99 FEET TO PT. #G; THENCE, N 56 DEGREES 2257.6 - E, 803.25 FEET TO PT. #H; THENCE, N 55 DEGREES 2324.7" E, 1,590.60 FEET TO PT. #1; THENCE, N 56 DEGREES 38 54.5" E, 4,178.87 FEET TO PT. #J; THENCE, N 56 DEGREES 2138.2" E, 2,078.52 FEET TO PT. #K; THENCE, N 56 DEGREES 0 31.3" E, 3,616.97 FEET TO PT. #L; THENCE, N 56 DEGREES 4232.8" E, 4,993.89 FEET TO PT. #M; THENCE, N 54 DEGREES 53 51.0" E, 1,416.46 FEET TO PT. #N; THENCE, N 56 DEGREES 948.5" E, 709.75 FEET TO PT. #0; THENCE, N 54 DEGREES 5739.8"E 1,002.41 FEET TO PT. #P; THENCE, N 62 DEGREES 2 21.7" E, 628.43 FEET TO PT. #Q; THENCE, N 48 DEGREES 4022.1" E, 425.83 FEET TO PT. #R; THENCE, N 58 DEGREES 717.1" E, 2,511.61 FEET TO PT. #S; THENCE, N 58 DEGREES 14 6.4" E, 3,899.65 FEET TO PT. #1; THENCE, N 60 DEGREES 13 6.2" E, 393.00 FEET TO PT. #U; THENCE, N 49 DEGREES 32 492 E, 330.24 FEET TO PT. #V; THENCE, N 34 DEGREES 41 2.1" E, 281.93 FEET TO PT. #W; THENCE, N37 DEGREES 36 24.8" E, 221.28 FEET TO PT. #X; THENCE, N 35 DEGREES 5551.4" E. 378.61 FEET TO THE NORTH MCARTHUR RIVER PLATFORM A AND END OF SAID ROW, CONTAINING 82.51 ACRES, MORE OR LESS.
Page 22 of 27
QL.S NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT
I INT
LESSOR TOTAL WORKING ACRES INTEREST
221085 STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
100.00 BOOK 332 PG 379 A PRIVATE RIGHT-OF-WAY FOR TWO 10.75" GAS PIPELINES AND ONE 8.625" OIL PIPELINE AND THE ACREAGE ENCOMPASSING THE STEELHEAD PLATFORM, RUNNING 34,248 FEET IN LENGTH AND EXTENDING A WIDTH OF 60 FEET, EXCEPT AS SHOWN IN THE AS-BUILT SURVEY OF ADL 221085 RECORDED AS PLAT 87-118 IN THE KENAI RECORDING DISTRICT, ENCOMPASSING 47.4 ACRES.
SECTION(S) TOWNSHIP RANGE 14 WEST MERIDIAN SEWARD SEWARD SEWARD
2 , 3,4,5
31, 32,33
j36
8 NORTH 9 NORTH 9 NORTH
13 WEST 14 WEST
816476 32549 STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
1/234002
2005-013392- 100.00 0
170.20
50.00% CONTRACTUAL INTEREST 468%

KNOWN AS ATS 657: A PARCEL OF LAND LYING WITHIN PROTRACTED SECTIONS 32 AND 33, T9N, RI4W, AND SECTION 5, T8N, RI4W, SEWARD MERIDIAN, ALASKA, TO BE DESIGNATED AS ATS No. 657 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT U.S.L.M. 4566, IDENTICAL WITH U.S.B.L.M. 665 (G106), A COPPERWELD MONUMENT, LATITUDE 60 09 15.80" N, LONGITUDE 151 47 09.68" W; THENCE N 75 35 E 66.35 FEET TO CORNER No. 1, IDENTICAL WITH U.S.S. No. 4566 M.C. NO. 4, AND THE TRUE POINT OF BEGINNING; THENCE N 66 0940" E 3200.00 FEET TO CORNER No. 2; THENCE S 22 15 20" E 2304.82 FEET TO CORNER No. 3; THENCE S 67 4440" W 3180.57 FEET TO CORNER No. 4, IDENTICAL WITH U.S.S. No. 4520 M.C. No. 2 AND A.D.L. No. 32299 M.C. No. 4; THENCE N 22 0 1520" W 1556.52 FEET ALONG THE NATURAL MEANDER OF THE LINE OF MEAN HIGH WATER OF COOK INLET, ALASKA, TO CORNER No. 5, IDENTICAL WITH U.S.S. No. 4566 M.C. No. I AND A.D.L. No. 32299 M.C. No. 3; THENCE N 23 5020" W 659.96 FEET CONTINUING ALONG THE NATURAL MEANDER OF THE LINE OF MEAN HIGH WATER OF COOK INLET, ALASKA, TO CORNER No. 5, IDENTICAL WITH U.S.S. No. 4566 M.C. No. I AND A.D.L. No. 32299 M.C. No. 3; THENCE N 23 5020"W 659.96 FEET CONTINUING ALONG THE NATURAL MEANDER OF THE LINE OF MEAN HIGH WATER OF COOK INLET, ALASKA, TO CORNER No. 1, AND THE TRUE POINT OF BEGINNING, CONTAINING 165.2 ACRES, MORE OR LESS. AND
r- 49V ZO UI 41
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING INTEREST %
LEGAL DESCRIPTION
ALASKA TIDELAND SURVEY (ATS) 1618 CONTAINING 5.00 ACRES, MORE OR LESS, LOCATED WITHIN SECTION 32, TOWNSHIP 9 NORTH, RANGE 14 WEST, SEWARD MERIDIAN, RECORDED IN THE ANCHORAGE RECORDING DISTRICT ON OCTOBER 24, 2002 AS PLAT 2002-132. THE TOTAL ACRES FOR BOTH ATSs is 1702 ACRES. PURPOSE: TIDELAND LEASE FOR TRADING BAY PRODUCTION FACILITY AND BARGE LANDING
793933
NA
BINRIGHTOF WAY/JOSEPH MOSQUITO
8/1111986
BK 1487 PG 675
100.00
1.13
CONTRACTUAL INTEREST 46.8% WI
T8N, RI4W, SM, AK A RIGHT-OF-WAY SIXTY (60) FEET IN WIDTH, THE CENTERLINE BEING DESCRIBED AS FOLLOWS: FROM THE WC TO MC-2 OF U.S. SURVEY NO. 4520, FOUND BRASS CAP MONUMENT, PROCEED S 64 DEGREES 56W, 176.24 FEET TO THE TRUE POINT OF BEGINNING AND STATION 0+00, THENCE ALONG THE CENTERLINE OF THE 60 FT. WIDE PIPELINE RIGHT-OF-WAY ON THE FOLLOWING: S 25 DEGREES 04 E, 419.00 FEET TO POINT OF CURVE, THENCE ALONG A CURVE WHOSE CENTRAL ANGLE IS 56 DEGREES 00, RADIUS IS 188.07 FEET AND LENGTH IS 183.82 FEET TO END OF CURVE AND STA. 6+02.82, THENCE S 81 DEGREES 04 E, 222.10 FEET TO A POINT ON THE 1963 MEAN HIGH TIDE MARK OF COOK INLET BEING STA. 8+24.92 AND END OF RIGHT-OF-WAY, CONTAINING 1.13 ACRES MORE OR LESS. JOE MOSQUITO ALLOTMENT-LOT 1 OF THE LAND EMBRACED IN AMENDED U.S. SURVEY 4520, ALASKA, SITUATED ON THE WESTERLY SHORE OF COOK INLET APPROXIMATELY 7 MILES NORTHWESTERLY OF WEST
Page 24 of 27
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT Bk! PG
LESSOR INT %
TOTAL ACRES
WORKING INTEREST %
LEGAL DESCRIPTION
FORELAND.
TRADING BAY UNIT AND TRADING BAY FIELD FEE

QLS NO. LEASE No. LESSOR! GRANTOR EFFECTIVE DATE RECORDING DISTRICT LESSOR IPIT % ROY INT TOTAL ACRES INTEREST LEGAL DESCRIPTION
795165
NA
MARATHON OIL COMPANY
12126/1990
BK/PG ANCHORAGE SK 3066 PG 37
NA
NA
319.99
50.00
E12 SECTION 36, T9N, RI5W, S.M., ALASKA ACCORDING TO THE ALASKA STATE CADASTRAL SURVEY PLAT, PLAT #9088, ANCHORAGE RECORDING DISTRICT, THIRD JUDICIAL DISTRICT, STATE OF ALASKA, CONTAINING 319.99 ACRES, MORE OR LESS. LOCATION OF THE KUSTATAN WASTE WATER DISPOSAL FACILITY T8N, RI4W, SM, AK SURVEY OF STATE LAND AOL 37596 LOCATED WITHIN FRACTIONAL NE/4, SECTION 08, T8N, R14W, SM, ACCORDING TO PLAT NO. 74-19 FILED IN THE ANCHORAGE RECORDING OFFICE ON JANUARY 24, 1974, CONTAINING 156.67 ACRES MORE OR LESS. SUBJECT TO ADL 33333- RIGHT OF WAY PERMIT ISSUED TO COOK INLET PIPELINE COMPANY 50 FEET IN WIDTH. THE TRADING BAY PRODUCTION FACILITY IS LOCATED ON THIS PROPERTY.
816482
NA
MARATHON OIL COMPANY
6/1911974
NA
NA
156.67
50.00
823509
NA
KENAI PENINSULA BOROUGH
2/26/1968
ANCHORAGE BK 361 PG 139 HISTORICAL BOOK OF DEEDS
NA
NA
36.0
50.00
T8N, RI4W, SM, AK A PARCEL OF LAND LYING WITHIN THE NW/4 OF PROTRACTED SECTION 5 OF CADASTRAL SURVEY T8N, R14W., SM ALASKA, SURVEY OF STATE LAND AOL NO. 32299 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NW CORNER OF SECTION 05, T8N, RI4W, LATITUDE 60 DEGREES 4912.81" N., LONGITUDE 151 DEGREES 4714.41 " W., A U.S.B.L.M. CADASTRAL SURVEY BRASS CAP MONUMENT; THENCE EAST 79.48 FEET TO THE INTERSECTION OF LINE 2-3 OF U.S.S. NO. 4566, AND CORNER NO. 1. WHICH IS THE TRUE POINT OF BEGINNING; THENCE S. 23 DEGREES 50 20" E., 455.05 FEET ALONG LINE 2-3 OF U.S.S. NO. 4566 TO CORNER NO. 2 IDENTICAL WITH (U.S.S. NO. 4566 CORNER NO. 2); THENCE N 66 DEGREES 10 30 E 330.00 FEET ALONG LINE
Page 25 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR INT %
ROY INT
TOTAL ACRES
INTEREST
%
LEGAL DESCRIPTION 1-2 U.S.S. NO. 4566, TO MEANDER CORNER NO.3 IDENTICAL WITH (U.S.S. NO. 4566 M.C. NO. I); THENCE S. 22 DEGREES 15 20" E 1,556.52 FEET, ALONG THE NATURAL MEANDER OF THE LINE OF MEAN HIGH WATER OF COOK INLET, ALASKA, TO MEANDER CORNER NO.4 IDENTICAL WITH (U.S.S. NO. 4520, M.C. 2); THENCE S. 64 DEGREES 46 50" W 1,274.61 FEET, ALONG LINE 2-3 U.S.S. NO. 4520, TO CORNER NO. 5; THENCE N. 00 DEGREES 0240"W 2,266.66 FEET TO CORNER NO. 6, BEING PREVIOUSLY DESCRIBED HEREIN AS THE NW CORNER, SECTION 05, T8N, RI4W; THENCE EAST 79.48 FEET TO CORNER NO. 1, AND THE TRUE POINT OF BEGINNING. CONTAINING 36.00 ACRES, MORE OR LESS. THE TRADING BAY PRODUCTION FACILITY IS LOCATED ON THIS PROPERTY.
SUBJECT TO AND INCLUDING THE FOLLOWING (as may be supplemented and/or amended): 1. QLS 819554-TRADING BAY UNIT JOINT OPERATING AGREEMENT, DATED FEBRUARY 27,1967
2.
3. 4.
QLS 823460 - TRADING BAY UNIT AGREEMENT, DATED FEBRUARY 6, 1967

QLS 825502 - TRADING BAY FIELD AND UNIT ALIGNMENT AGREEMENT AREA OF MUTUAL INTEREST, DATED JANUARY 1, 2002 QLS 823352 - KUSTATAN WASTEDISPOSAL FACILITY JOINT OPERATING AGREEMENT, DATED AUGUST 1, 1991
S. QLS 826069 - TRADING BAY COOK INLET PIPE LINE COMPANY FACILITY USE AGREEMENT
6. 7. QLS 823468-TRADING BAY FIELD JOINT OPERATING AGREEMENT, DATED JUNE 12, 1896
: DATED JANUARY 1, 1985
QLS 833489 - AMENDED AND RESTATED TRADING BAY FACILITIES AGREEMENT, DATED SEPTEMBER 1, 2009
8. 9.
QLS NA - ASSET EXCHANGE AGREEMENT UNION-PACIFIC-MARATHON FOR SLOT 10 M-32RD WELL, DATED AUGUST 11, 2009 QLS 793986 - RIGHT-OF-WAY EASEMENT AGREEMENT FROM MARATHON OIL COMPANY AND UNION OIL COMPANY OF CALIFORNIA TO STEWART
PETROLEUM COMPANY, DATED JUNE 1, 1993
10. QLS 825906 - GRANT OF RIGHT-OF-WAY FROM UNION OIL COMPANY OF CALIFORNIA, ET AL TO FOREST OIL CORPORATION, DATED SEPTEMBER 29,
2005 11. QLS NA - FUEL GAS SUPPLY AGREEMENT BETWEEN UNION OIL COMPANY OF CALIFORNIA AS OPERATOR OF THE TRADING BAY UNIT, TRADING BAY FIELD & TRADING BAY PRODUCTION FACILITY AND FOREST OIL CORPORATION, DATED NOVEMBER 25, 2002 12. QLS 828200 - GAS BALANCING AGREEMENT, DATED SEPTEMBER 1, 1991 13. QLS NA - TERMINALING AGREEMENT, DATED EFFECTIVE MAY 23, 2011 14. QLS NA - EQUIPMENT MASTER RENTAL AGREEMENT, DATED EFFECTIVE MARCH 8, 2002
Page 26 of 27
15. QLS NA- OIL PROCESSING AND HANDLING AGREEMENT, DATED NOVEMBER 19, 1992 16. QLS NA - FACILITIES CONSTRUCTION AGREEMENT FOR PIPELINE AND TIE-IN FACILITIES TO CIGGS AT TRADING BAY PRODUCTION FACILITY, DATED EFFECTIVE AUGUST 1, 2005 17. QLS NA - AGREEMENT FOR CONSTRUCTION AND OPERATION OF LIQUID EXTRACTION UNIT AND COMPRESSION FACILITY, DATED NOVEMBER 15, 1968 18. QLS NA - AGREEMENT RE: FUEL GAS, DATED NOVEMBER 22,1996 19. QLS NA - CONTEMPORANEOUS GAS EXCHANGE AGREEMENT, DATED EFFECTIVE JANUARY 1, 2006 20. QLS NA - LEASE EXCHANGE AGREEMENT BETWEEN COOK INLET ENERGY, LLC AND UNION OIL COMPANY OF CALIFORNIA DATED EFFECTIVE OCTOBER 1, 2011 21. Conveyance of Overriding Royalty Interest BY PACIFIC ENERGY ALASKA OPERATING LLC TO AND IN FAVOR OF MLQ, LL.C, DATED August 24, 2007 and effective January 1, 2007 22. Conveyance of Overriding Royalty Interest BY PACIFIC ENERGY ALASKA OPERATING LLC TO AND IN FAVOR OF SPCP GROUP ALASKA LLC, DATED August 24, 2007 and effective January 1, 2007 23. Conveyance of Overriding Royalty Interest BY PACIFIC ENERGY ALASKA OPERATING LLC TO AND IN FAVOR OF SPCP GROUP III ALASKA LLC, DATED August 24, 2007 and effective January 1, 2007
Page 27 of 27
EXHIBIT B - FORM OF CONVEYANCE

ASSIGNMENT AND BILL OF SALE
This Assignment and Bill of Sale (this "Assignment") from Pacific Energy Alaska Operating LLC, a Delaware limited liability company with an address of 111 West Ocean Boulevard, Suite 1240, Long Beach, CA 90802 ("Grantor"), to Hilcorp Alaska, LLC a Delaware limited liability company with an address of 3800 Centerpoint Drive, Suite 100, Anchorage, Alaska 99503 ("Grantee"), is executed on the dates set forth in the respective notary certifications below, but effective for all purposes as of 7:00 a.m. Alaskan Standard Time on 2012 (the "Effective Time").
RECITALS
WHEREAS, Grantor owns certain undivided interests in and to the Assets (as defined
below); and WhEREAS, pursuant to that certain Letter Agreement between Grantor and Grantee dated as of September 13, 2012 (the "Letter Agreement"), Grantor has agreed to assign to Grantee, all of Grantors right, title, and interest in and to the Assets in accordance with the terms hereof.
ASSIGNMENT Section 1. Assignment. NOW THEREFORE, Grantor, for and in consideration of the sum of Ten Dollars ($10) cash in hand paid and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby GRANTS, BARGAINS, SELLS, AND CONVEYS, and by these presents has GRANTED, BARGAINED, SOLD, AND CONVEYED unto Grantee all of the right, title, and interest of Grantor in and to the following, (collectively the "Assets"):
the oil, gas and/or mineral leases, subleases and top leases which are (a) described or referred to on Exhibit A hereto, together with any interest in the Lands authorizing the owner to explore for, develop and produce oil and/or gas, whether created by or under the Leases or otherwise, including, but not limited to, fee mineral interests, royalty interests, production payments, term, reversionary or conditional interests, working interests, farmout and farm-in rights, purchase or put options and preference rights, referred to separately as a "Lease" (collectively the "Leases"); the lands covered by the Leases, together with the lands and leases pooled, (b) unitized, communitized or consolidated therewith (the "Lands"); (c) all wells located on the Lands drilled for oil and/or gas, and their constituents and byproducts in whatever form, together with water wells and injection or disposal wells, whether currently drilling, producing, operating, shut-in, or temporarily abandoned (the "Wells");
(d) all rights and interests in, under or derived from all unitization or pooling agreements in effect with respect to any of the Leases or Wells and the units created thereby (the "Units"); (e) the oil, gas, casinghead gas, condensate, distillate and other liquid and gaseous hydrocarbons produced from or attributable to the Leases, Wells, Lands or Units, and the products refined and manufactured therefrom, and the accounts and proceeds from the sale or disposition thereof, to the extent produced or accrued, or held in storage on the Leases or Lands (the "Production"); (f) all surface or subsurface machinery, equipment, pipelines, flowlines, gathering lines, facilities, supplies and other property located on or under the Leases (the "Facilities"); (g) all equipment, fixtures, facilities and supplies located on the Leases and/or Lands or elsewhere, and used or held for use in connection with the ownership, operation and production of the Leases, Lands and Wells, including, but not limited to, pipelines, tanks, separators, dehydrators, compressors and other similar or related personal property (the "Equipment"); (h) the Leases, together with all other agreements as to which the Leases, Lands, and Wells are subject or bound, including pooling and unitization agreements, production purchase and sale contracts, gathering or transportation agreements, joint venture agreements, farm-ins or farm-outs, exploration agreements, joint operating agreements, tax partnership agreements, surface leases, surface use agreements, water purchase agreements, permits, rightsof-way, easements, servitudes, licenses, consents, professional services agreements, vendor agreements, and other similar contracts or agreements relating to the drilling, production or operation of the Leases, Lands and/or Wells, and the storage, treatment, transportation, processing, sale or disposal of the Production and/or water or other substances produced therewith or attributable thereto (the "Agreements"); (i) all franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by any national or state government, county, municipality or other governmental subdivision thereof, or any court or any governmental department, commission, board, bureau, agency or other instrumentality of any of them and all certificates of convenience or necessity, immunities, privileges, grants, and other rights, that relate to the Assets or the ownership or operation of any thereof; all (i) accounts, instruments, and general intangibles (as such terms are Ci) defined in 9.102 of the Uniform Commercial Code, as adopted in the State of Alaska) attributable to the Assets with respect to any period of time on or after the Effective Time; and (ii) liens and security interests in favor of PEAO, whether choate or inchoate, under any law, rule, or regulation or under any of the Agreements (A) arising from the ownership, operation, or sale or other disposition on or after the Effective Time of any of the Assets or (B) to the extent arising in favor of PEAO under any joint operating agreement or any other agreement in which PEAO is the operator of any Assets (the "Accounts");
all geological, geophysical, geochemical or other technical data, abstracts, (k) title reports, title opinions, leases, lease records, curative materials, reserve estimates, seismic interpretations, maps, surveys and any other materials or information in Grantors possession related to the Leases, Lands and/or Wells, whether in hard-copy or electronic form, but excluding any reports, estimates or opinions prepared solely for internal use by Grantor, and any of the foregoing which is subject to non-disclosure under the provisions of any licensing or similar agreement in effect at the Effective Time (the "Information"); and all liens, encumbrances, rights and benefits of any nature or character, (1) whether existing or created under any of the Agreements or applicable law, and which are owned by or held for the benefit of Grantor in connection with any of the Agreements and/or the Production, including but not limited to accounts, instruments and general intangibles as defined in the Uniform Commercial Code, as adopted in the State of Alaska (the "Ancillary Rights"). TO HAVE AND TO HOLD the Assets, together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining, unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Assignment.
Section 2. Subject to Agreements. Grantee is taking the Assets subject to the terms of the Agreements, and Grantee hereby assumes and agrees to fulfill, perform, pay, and discharge Grantors obligations under such Agreements from and after the Effective Time. Section 3. Further Assurances. From and after the date hereof, Grantor, without further consideration, will use its reasonable good faith efforts to execute and deliver or cause to be executed and delivered, such good and sufficient instruments of conveyance and transfer in recordable form, and take such other action as may be reasonably required of Grantor to effectively vest in Grantee beneficial and legal title to the Assets conveyed pursuant to this Assignment and, if applicable, to put Grantee in actual possession of such Assets. After the date of this Assignment, Grantor and Grantee shall, without further consideration, execute and deliver, or cause to be executed and delivered, all instruments in recordable form, and take such actions, as may be reasonably required of Grantor or Grantee to accomplish the conveyance and transfer of the Assets, any change in operator, and otherwise consummate the transactions contemplated by this Assignment and the Letter Agreement, and shall send all required notices with respect to the Assets. Section 4. Successors and Assigns. This Assignment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Section 5. Titles and Captions. All article or section titles or captions in this Assignment are for convenience only, shall not be deemed part of this Assignment and in no way define, limit, extend, or describe the scope or intent of any provisions hereof. Section 6. Governing Law. This Assignment and the rights of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Alaska. Section 7. Counterparts. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but one instrument.
Signature Page - Grantor IN WITNESS WHEREOF, the Parties hereto have executed this Assignment on the dates of the acknowledgement set forth below, to be effective, however, for all purposes, as of the Effective Time. GRANTOR: PACIFIC ENERGY ALASKA OPERATING, LLC By: Name: Gerald A. Tywoniuk Title: Authorized Representative
State of County of The foregoing instrument was acknowledged before me on by Gerald A. Tywoniuk, authorized representative of Pacific Energy Alaska Operating, LLC, a Delaware limited liability company, on its behalf.
[Seal]
Notary Public, State of_________________ Printed Name:_______________________
Signature Page - Grantee
GRANTEE: HILCORP ALASKA, LLC By: Name: Jason C. Rebrook Title: Vice President State of Texas County of Harris The foregoing instrument was acknowledged before me on , by Jason C. Rebrook, Vice President of Hilcorp Alaska, LLC, a Delaware limited liability company, on behalf of said limited liability company.
[Seal]
Notary Public, State of__________________ Printed Name:_______________________
[END OF EXHIBIT BI
EXHiBIT C
[Attach Approved DNR Form Assignment]
APPLICATION FOR ASSIGNMENT OF INTEREST IN OIL AND GAS LEASE STATE OF ALASKA, DEPARTMENT OF NATURAL RESOURCES DIVISION OF OIL AND GAS 1. 2. 3. LeaseADL#_____ Assignor Assignors address:
DNR USE ONLY, Unit: PA Acqtco. .
4.
Assignee:
S. Assignees address:
6.
Assignors current ownership: Amount to be assigned: Assignor Is retaining:

-
percent working Interest OR percent overriding royalty Interest percent working Interest OR - percent overriding royalty Interest percent working interest AND/OR percent overriding royalty Interest
7.
8.
9.
LANDS AFFECTED by this assignment of Interest (attach ExhibIt A If necessary) T_, R , __________ Meridian
containing
acres, more or less.
The Notification Lessee for the purpose of receiving any and all notices the lease will be: Name Alin Address Telephone ( City, State, Zip
from the State of Alaska In connection with
We. the undersigned, affirm (1) that the Information provided on this application Is lois and correct and that it Is tiled pursuant loll MC 82.605 and 11 MC 82.6%. and (2) that both parties to this agreement are qualified to transfer or hold era Interest In oil and gas leases pursuant to 11 AAC 82.200 and 11 MC 82.205. If the assignor were to surrender this lease or this lease were to terminate, the assignor would be required to deliver up the land in good order and condition to the satisfaction of the commissioner, which may include the requirements that the assignor plug and abandon all existing wells, remove all existing surface facilities, and fill and grade all existing pits In compliance with this lease and applicable regulations (Obligations). After the effective date of this assignment, the assignee Is responsible for performing the Obligations. The assignee Is primarily responsible for performing the Obligations and any other work necessary to deliver up the land In good order and condition. But lithe assignee falls to perform the Obligations, the assignor Is the assignees surely and Is secondarily responsible for performing the Obligations.
DOW 2su GrrMruna.rud3IJ2 DNA NMI 13
ASSIGNOR:
Authorized Signature Name & Title (Print or Type) UNITED STATES OF AMERICA STATE OF )SS. )
Data CoqorationlCompany Name DOG Qualification File #
20 before me appeared known to me to be the person(s) named as assignor(s) or the assignors authorized representative who executed this assignment and acknowledged voluntarily signing it. THIS CERTIFIES that on the ___________ day of Notary Public My Commission expires:
ASSIGNEE:
Authorized Signature Name & Title (Print or Type) UNITED STATES OF AMERICA STATE OF )SS. )
Date Corporation/Company Name DOG Qualification File #________
THIS CERTIFIES that on the ___________ day of
me appeared . 20 known to me to be the person(s) named as assignee(s) or the assignees authorized representative who executed this assignment and acknowledged voluntarily signing it. Notary Public My Commission expires:
APPROVAL
W. C. Barron. Director DMsion of Oil and Gas, DNR, State of Alaska Recorders Office (optional) - Recording District After recording, please return to:
Effective Date of Assignment
Original lease recorded? Dyes Prior document reference:
Exhibit "A"
(Legal Description Only) ADL
Exhibit B
[PEAJI Agreement]
DOCS_LA:259002.1 68773-003
HILCORP ALASKA3 LLC
M 0 01
September .13, 2012 Pacific. Bitergy Alaska Holdings, LLC 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802 Attention: Gerald A. Tywoniuk Email: gtroniukpacenerv.com . Gentlemen
3800 Centerpoint Drive Suite IQO Anchorage AK 99503. Phone: 907/777-8300 Fax: 907/777-8301
RE: Letter Agreement by and between Pacific Energy Alaska Holdings, LLC, a Delaware limited, liability company ("PEAH"), and Hilcrp Alaska, LLC, a Delaware limited liability company ("flAK").
This letter agreement. (this "Agreement") will confirm the understanding and agreement between PEAR and flAK (collectively, the Patties" and each, a "Patty") as follows:
1.. Identification of Stock and Description of Relevant Circumstances. A. Effective as of May 24, 2010, and as ordered by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") (Case No. 09-1.0785, Dkt No 1604), the bwilcuptcy estate of PEAR abandoned all of its right, title and interest, in and to its 50% (20,000 shares) of the jssued and outstanding shares of common stock in Cook inlet Pipe Line Company (the "Stock") pursuant to section 5.4 of title 11 of the United States Code. In connection therewith, PEAH consented to the delivery of a certificate representing 19,999 shares of the Stock to Silver Point Fmance,LLC ("Silver Pomt) as collateral agent for certain of PEAHs lenders (the "Silver. Point Certificate"). The cerif1cate that represents 1 share of common stock. of Cook Inlet Pipe Line Company is hereinafter referred. to as the "Union Certificate" and, together with the Silver Point Certificate, the "Certificates").. For purposes of this Agreement, references to the Stock shall be deemed to include references to the Certificates unless a contrary intent is expressed in connection therewith; Pursuant to the confirmed and effective First Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al., as Modified (the "i"), Gerald A. .ywoniuk was appointed the. plan representative (the Representative"). Pursuant o the Plan and subject to the approval of the Bankruptcy Court, the Plan Representative is authorized to cause PEAH to assign to flAK all of PEAHs right, title and interest in and to the Stock.
B.
C.
Pursuant to and subject to the terms and conditions of this Agreement, including approval of the Bankruptcy Court or the Supervisory Board, PEAR desires to assign, and HAK desires to accept assignment of, all of PEARs right, title and interest in and to the Stock, whether such right, title and interest is held by PEAR as a debtor, debtor-in-possession or Liquidating Debtor (as defmed in the Plan). Until this Agreement is executed by PEAH, neither the delivery of this Agreement by HAK to PEAH nor the contents of this Agreement shall create any rights or obligations for PEAR or HAK.
2. Assignment. Subject to the terms and conditions of this Agreement and in consideration for HAKs payment to PEAR of $50,000.00 (the "") and the covenants and agreements of HAK that are contained herein, PEAR agrees to assign, convey and deliver to HAK, and HAK agrees to accept assignment of and acquire from PEAH at the closing of the transactions contemplated hereby (the "Closing"), all of PEAHs right, title and interest in and to the Stock, whether such right, title and interest is held by PEAH as a debtor, debtor-in-possession or Liquidating Debtor (as defined in the Plan). The assignment of the Stock shall be effective as of 7:00 a.m. Alaskan Standard Time on the same date as the Closing (the "Effective Time"). 3. Reiresentations and Warranties.
(a) PEAR and Plan Representative. PEAH and the Plan Representative hereby represent and warrant to HAK as of the Execution Date and the Closing Date that (i) subject to satisfaction of the regulatory approvals Section 4(b)(i) and Bankruptcy Court approvals in Section 4(b)(ii), PEAR and the Plan Representative have all requisite authority to enter this Agreement and consummate the transactions contemplated hereby, including, but not limited to, all requisite approval of the Supervisory Board (as defined in the Plan), (ii) to the best of PEAR or the Plan Representatives knowledge, there are no pending suits, actions, or other proceedings pending before any federal, state, local or foreign government, any political subdivision thereof or any court, administrative or regulatory agency, department, instrumentality, body or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority") or arbitrator, or threatened against PEAH or any of its affiliates, which seek to prevent the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and (iii) neither PEAH nor the Plan Representative has sold, assigned, pledged, transferred, or hypothecated any of the Stock or any of its interests therein, or signed any power of attorney or other authorization related to the Stock which is now outstanding and in force or otherwise disposed of any of its right, title and interest in and to the Stock, except the abandonment of the Stock by PEARs bankruptcy estate as referenced in Section 1(A) above. (b) HAK. HAK represents and warrants to PEAH as of the Execution Date and as of the Closing Date that (i) subject to satisfaction of the regulatory approvals Section 4(b)(i) and Bankruptcy Court approvals in Section 4(b)(ii), HAK has all requisite authority to enter into this Agreement and consummate the transactions contemplated hereby and (ii) to the best of HAKs knowledge, there are no pending suits, actions, or other proceedings pending before any Governmental Authority or arbitrator, or threatened against HAK or any of its affiliates, which seek to prevent the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
-2-
4.
Conditions to Closing. (a) Reciprocal Closing Conditions. The obligation of each Party to consummate the transactions contemplated hereby is subject, at the option of such Party, to the satisfaction on or prior to the Closing Date of all of the following conditions: (i) the representations and warranties of the other Party contained in this Agreement shall have been true and correct on and as of the Execution Date and as of the Closing Date, (ii) the covenants and agreements of the other Party to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, (iii) the other Party shall have executed and delivered all documents and instruments required to be delivered by the other Party pursuant to Section 5, and (iv) there shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by a Governmental Authority of competent jurisdiction to the effect that the transactions contemplated by this Agreement may not be consummated as provided herein, no proceeding or lawsuit shall have been commenced by any such court or Governmental Authority for the purpose of obtaining any such injunction, writ or preliminary restraining order and no written notice shall have been received from any such Governmental Authority or any other third party indicating an intent to restrain, prevent, materially delay or restructure the transactions contemplated hereby. HAK-Specific Closing Conditions. Without limitation of Section 4(a), the obligation of HAK to consummate the transactions contemplated hereby is subject, at the option of HAK, to the following: HAKs receipt, prior to the Closing Date, of all consents, (i) approvals, orders or authorizations of, or registrations, declarations or filings with, all courts of competent jurisdiction and all Governmental Authorities (including an appropriate order or other approval from the Regulatory Commission of Alaska (the "RCA") with respect to the transactions contemplated hereby), and PEAHs receipt, prior to the Closing date, of all consents, (ii) approvals, orders or authorizations of the Bankruptcy Court with respect to the transactions contemplated herein. In connection therewith, PEAH shall (x) within ten (10) days after the date hereof, make the filings or pleadings with the Bankruptcy Court required of them seeking such approval or authorization (y) comply, at the earliest practicable date, with any request for additional information or material requested by them from the Bankruptcy Court and (z) use commercially reasonable efforts to obtain such approvals at the earliest practicable date prior to the Closing Date. The order from the Bankruptcy Court approving the transaction shall be in a form and substance satisfactory to HAK, and any such order shall be a final order, which order is in effect and not subject to stay (the "Bankruptcy Order"). Upon receipt of the Bankruptcy Order, PEAH shall provide prompt written notice to HAK of such event.
(b)
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(iii) Without limitation of the foregoing, upon HAKs request, PEAH shall cooperate in good faith with HAK in order to assist HAK in obtaining any orders or approvals that are required in connection with the transactions contemplated hereby, including in connection with the filing of a joint application or any other necessary filing with the RCA and the execution thereof. (c) PEAH-Specific Closing Conditions. Without limitation of Section 4(a), the obligation of PEAl! to consummate the transactions contemplated hereby is subject, at the option of PEAH to the following: HAK shall cause Cook Inlet Pipeline Company ("CIPL") to release the $21 million claim of CIPL against PEAR (as stipulated in the bankruptcy proceedings).
5. Closing and Closing Deliverables. Assuming satisfaction or waiver of the conditions to closing set forth in Section 4, the Closing shall take place 5 Business Days after the later to occur of: (i) HAKs delivery to PEAH of the written notice contemplated in Section 4(b)(i)and (ii) 5 PEAHs delivery to HAK of the written notice contemplated in Section 4(b)(ii) (the "Closing Date "). The Closing shall occur at 11:00 A.M. Alaskan Standard Time on the Closing Date at the office of HAK or at such other time and place (or by such other electronic means) as the Parties agree in writing. At the Closing: (a) (b) HAK shall pay to PEAR the Fee via wire transfer of immediately available funds to the account(s) designated in writing by PEAH; PEAR shall (i) deliver to Hilcorp the Silver Point Certificate that is then in the possession of PEAR (after diligent inquiry for same prior to the Closing), Silver Point or any of their respective affiliates, if any (}lilcorp is already in possession of the Union Certificate) or, as a result of Silver Points inability to locate the Silver Point Certificate as of the date of execution of this Agreement, deliver such other instrument as HAK may require to replace the missing Silver Point Certificate if such cannot be located before closing; and (ii) convey all of its right, title and interest in and to the Stock to HAK by stock transfer agreement duly executed by PEAH and HAK in substantially the form attached hereto as Exhibit A (the "Assignment"); HAK and PEAR shall execute any documents required by the RCA in order to obtain the RCAs approval with respect to the transactions contemplated hereby; PEAR shall execute and deliver an executed Form W-9 and an executed certificate of non-foreign status as required in Treasury Regulation 1.14452(b)(2); and HAK and PEAR shall each execute and deliver to one another any other documents that are reasonably required in order to effect the consummation of the transactions contemplated hereby.
(c) (d)
(e)
6. Additional Bankruptcy-Related Provisions. HAK shall have no right to a distribution from PEAHs estate under the Plan on account of any claim in favor of HAK (or any claim assigned to HAK). Furthermore, each of HAK and PEAR covenants not to sue the other Party
based on any claim arising under or related to the Stock. Nothing herein shall waive, limit, impair, or restrict any right or defense of HAK or any affiliate thereof, to protect, preserve, assert and enforce its rights, remedies, defenses and interests against any and all persons and entities other than PEAH. 7. Termination. Either Party may terminate this Agreement at any time prior to the Closing by delivering a termination notice to the other Party if (a) the Closing has not occurred as of December 15, 2012, unless an extension is mutually agreed to in writing by the Parties, (b) the representations or warranties of the other Party are not true and correct as of the Execution Date, at any time prior to the Closing or on the Closing Date, or (c) the other Party has not performed its covenants in all material respects to the extent required prior to the Closing Date pursuant to this Agreement. Without limitation of the foregoing, at any time between the date first-written above and the Closing, HAK shall have the right to terminate this Agreement by delivering a termination notice to PEAH if, in connection with any due diligence it may conduct or otherwise, HAK becomes aware of (i) any matter which would cause the Stock to be unacceptable to HAK in its reasonable judgment or (ii) any cost, obligation or liability associated with ownership of the Stock that is unacceptable to HAK in its reasonable judgment. Notwithstanding the foregoing, no Party shall be entitled to deliver such a termination notice if the Closing has failed to occur as a result of the such Partys negligent or willful failure to perform or observe in any material respect such Partys covenants and agreements hereunder. Upon the delivery of any such termination notice, this Agreement shall be deemed to be void and of no further force and effect, except that the provisions of Sections 8, 9-12, 13, 15 and 17 shall survive such termination and continue in full force and effect indefinitely. 8. Confidentiality. It is understood and agreed between HAK and PEAH that the terms and existence of this Agreement shall remain confidential by and between HAK and PEAH and shall not, except as expressly permitted herein, be disclosed to any third parties. HAK and PEAH may each disclose the terms and existence of this Agreement (i) to each such Partys respective affiliates stockholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants current and prospective investors, partners or transferees, attorneys and consultants (collectively, "Representatives") (ii) in the course of any trial or other administrative or legal proceeding involving a Party or a Partys Representative, or (iii) as required by any applicable securities law or other applicable law, regulation, order (including any subpoena, interrogatory, or other similar requirement for such information to be disclosed) or the rules of any applicable national stock exchange or (iv) to the extent reasonably necessary to obtain any approval of any Governmental Authority of competent jurisdiction, including the DNR and the Bankruptcy Court. 9. Notices. All notices, communications and document deliveries (each, a "Notice") required or permitted to be given hereunder shall be in writing and shall be delivered personally, by registered or certified overnight United States mail, return receipt requested or by facsimile transmission or email. Any Notice given in accordance herewith shall be deemed to have been given only when delivered to the party intended to receive it. For purposes of this Agreement, (i) PEARs contact information for all Notices shall be the contact information first-written above and (ii) HAKs contact information for all Notices shall be as set forth below. 1-IAK and PEAR may change all or any portion of its contact information by giving written notice to the other in a manner that complies with this Section 9.
-5-
Hilcorp Alaska, LLC 1201 Louisiana, Suite 1400. Houston, Texas 77002 Attn: Jason C Rebrook, Vice President Phone: (713)209-2400 Facsimile: (713) 289-2650 Email., jrebrook@Jiilcorp.com 10. Acknowledgments: Counterparts: Time is of the Essence. Each Party acknowledges and agrees that (i) it has read and understood this Agreement, (ii) is able to freely determine whether it. is advisable to execute this Agreement (and consummate the transactions contemplated hereby) and (iii) it has either consulted with an attorney regarding the terms and previsions of this Agreement and any other documents executed in connection therewith or has voluntarily elected not to do. Neither this Agreement nor any other documents executed in connection herewith shall be construed against: any of the Parties by reason of the authorship of any provision contained therein This Agreement may be executed and delivered (including .by facsimile or pdf transmission) by each Party in any number of counterparts, each of which shall be an original instrument, but all of which together shall. constitute but one and the same instrument and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party (including by facsimile or pdf transmission) Time is of the essence to both Parties in the performance of this Agreement and the transactions contemplated hereby. Governing Law. This Agreement shall be governed by and construed and enforced in 11. accordance with the laws of the State of Delaware. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court") to interpret and enforce the terms of this Agreement. If for any reason the Bankruptcy Court declines to exercise jurisdiction, then the Parties hereby irrevocably consent to the exclusive-jurisdiction and venue of the United. States District Court for the District of.Delaware. Each Party waives any objection which it may have pertaining to improper venue. or foruni non-convenieus to the conduct of any litigation or proceeding in the foregoing courts.. Each Party agrees that any and all process directed to it in any such proceeding or litigation may be served upon it outside of the State of Delaware with the same force and effect as if such service had been made within the State of Delaware.. EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY-IN ANY LITIGATION, ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT. 12. Expenses: Waivers: Severability. Each Party will pay its: own expenses and costs incidental to the negotiation and completion of the transaction,, including legal fees. 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. It is the intent of the Parties that the provisions contained in this Agreement shall be severable. Should any provisions; in whole. or in part, be held invalid as a. matter of law, such holding shall not affect the other portions of this Agreement, and such portions that are not invalid shall be given effect without the invalid portion.
-6-
13. Assjgmnent; Binding Agreement. Neither 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 null and void. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Subject to the terms set forth herein, the full execution of this Agreement creates a legally binding and enforceable agreement between the Parties regarding the matters set forth herein. 14. Amendment: No Third-Party Beneficiaries; Entire Agreement. This Agreement may be amended or modified only by an agreement in writing signed by PEAH and IIAK and expressly identified as an amendment or modification. Nothing in this Agreement shall entitle any Person other than PEAR and HAK to any claim, cause of action, remedy or right of any kind. This Agreement, and the documents to be delivered or executed pursuant to this Agreement, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understanding or discussions. Limitation on Damages. Notwithstanding anything to the contrary contained herein, 15. none of HAK, PEAL-I or any of their respective affiliates shall be entitled to lost profits, indirect, consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby and each of HAK and PEAH, for itself and on behalf of their respective affiliates, hereby expressly waives any right to lost profits, indirect, consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby. 16. Disclaimer. EXCEPT FOR REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, PEAR MAKES NO, AND PEAR EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN THIS OR ANY OTHER INSTRUMENT, AGREEMENT OR CONTRACT DELIVERED HEREUNDER OR N CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. Further Assurances. At and after Closing, PEAR and HAK shall each execute, 17. acknowledge and deliver all such further conveyances, notices, affidavits, assumptions, releases and acquittances, and such other instruments, and shall each take such further actions as may be necessary or appropriate to assure fully to HAK or PEAR (including their successors and assigns) as the case may be, that the transactions described in this Agreement shall be completed and that all of the Stock intended to be conveyed under the terms of this Agreement are so conveyed, including such Stock that are improperly described herein or inadvertently omitted from this Agreement and/or the assignments or other instruments executed contemporaneously herewith (including the exhibits attached to each). Construction; Interpretation. Capitalized terms defined elsewhere in this Agreement shall 18. have the meanings so given them herein. If any period of days is referenced in this Agreement and such period would expire on a day that is not a Business Day then such period shall instead expire on the first Business Day following such day. Unless otherwise required by the context in which any term appears, the following rules of construction shall apply for all purposes of this
-7-
Agreement Unless the context otherwise requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, the singular shall include the plural, and the plural shall include the singular. The words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." All references to Sections refer to sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is incorporated herein for all purposes. Headings, titles and subtitles in any article, section or subsection of this Agreement are included for convenience only and do not affect, and will not be used in, the interpretation of this Agreement. The words "herein," "hereof," "herewith" and "hereunder" and similar terms in this Agreement shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement. 19. Specific Performance. Without limitation of any other provision in this Agreement, the Parties acknowledge that an award of damages for failure to comply with this Agreement would not be an adequate remedy for the Party attempting to enforce this Agreement, and accordingly the Parties expressly authorize any such Party to bring an action against the other Party for a permanent or temporary injunction, to compel the specific performance or any other equitable remedy by such other Parties of their obligations to comply with such provisions without the necessity of posting bond or other security in connection therewith. This remedy is in addition to any other remedies at law or in equity. 20. Execution by PEAH. If the foregoing correctly sets forth the understanding and agreement between HAK and PEAH, please so indicate by executing and delivering to HAK an executed counterpart of the signature page attached hereto. 21. PEAO Letter Agreement. Contemporaneously with the execution of this Agreement, HAK and Pacific Energy Alaska Operating LLC entered into that certain letter agreement of even date herewith (the "PEAO Letter Agreement"). The PEAO Letter Agreement contemplates a Closing on same date as set forth herein, but the parties hereto acknowledge that if the Closing under the PEAO Letter Agreement has not yet occurred but the conditions set forth herein have been satisfied and the parties are ready to proceeding to Closing under this Agreement, the Closing of this Agreement may occur prior to Closing under the PEAO Letter Agreement. [Remainder of Page Intentionally Left Blank; Signature Pages Follow.]
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IN WITNESS. WHEREOF, this Agreement has been signed by each of the Parties On the date below each such Partys signature. HILCORP ALASKA, LLC
By: Name:. a onC. tebrook ice President Title., Date.

.
_ 0, -~J q
PACIFIC ENERGY ALASKA. OPERATING LLC
By:_ Name: Gerald A. Tywoniuk Title: Authorized Representative Date:
IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties on the date below each such Partys signature. HILCORP ALASKA, LLC
By: Name: Talon C. *ebrook Title: Vice President Date: PACIFIC ENERGY ALASKA OPERATING LLC
0 .0
By: / Name: 0 aId A. 1ywoniuk Title: Author ed Representative Date:
VA
zc
b \v"
EXHIBIT A -- FORM OF STOCK TRANSFER AGREEMENT This Stock Transfer Agreement ("Agreement") is dated as of but to be effective as of October 1, 2012, and is executed and delivered by Pacific Energy Alaska Holdings LLC, a Delaware limited liability company ("Transferor"), to and for the benefit of Hileorp Alaska, LLC, a Delaware limited liability company ("Transferee"). Transferor and Transferee are sometimes collectively referred to herein as the "Parties" and, each a "Party" RECITALS WHEREAS, Transferor desires to transfer, and Transferees desire to obtain from Transferor, all of Transferors right, title and interest in and to nineteen thousand nine hundred ninety-nine (19,999) shares of common stock ("Common Stock") of Cook Inlet Pipeline Company ("CIPL") on the terms and subject to the conditions set forth below; and WHEREAS, this Agreement is made in furtherance of that certain Letter Agreement between Transferor and Transferee dated September 13, 2012 ("Letter Agreement"); and WHEREAS, any capitalized term used herein but not defined herein shall have the meaning ascribed to such term in the Letter Agreement. AGREEMENT NOW, THEREFORE, the Parties hereby agree as follows: 1. Transfer of Shares. Upon the terms and subject to the conditions set forth in this Agreement and in consideration of receipt of Fee specified in the Letter Agreement and the representations, warranties, covenants and agreements contained therein, Transferor has agreed to transfer, assign and sell to the Transferee all of Transferors right, title and interest in and to the Common Stock. Upon the execution of this Agreement by Transferor and Transferee, and to the extent such certificates can be located, Transferor shall deliver to Transferee the certificate(s) representing the Common Stock, duly endorsed for transfer or accompanied by duly executed stock powers transferring such Common Stock to the Transferee, but in event such certificates cannot be located after diligent inquiry by Transferor, such other instruments as may be reasonably acceptable to Transferee to effectuate the transfer of the Common Stock; and following such transfer, the Transferor shall immediately cease to be a shareholder of CIPL and hereby releases and waives all rights that he, she or it may have in respect of its ownership of Common Stock. 2. Parties in Interest. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns. 3. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to principles of conflicts of laws). IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date firstwritten above. TRANSFEROR: PACIFIC ENERGY ALASKA HOLDINGS LLC By:_______________ Name: Gerald A. Tywoniuk Title: TRANSFEREE: HILCORP ALASKA, LLC By:______________ Name: Jason C. Rebrook Title: Vice President
Exhibit C
DOCS_LA:259002.1 68773-003
Exhibit C
PEAO Cash on hand, June BO, 2012 Estimated remaining costs of winding down the Liquidating Debtors Federal and state Income taxes owing for 2012 tax year $ 1,454,685 (19,000) (440,000) $ PEAH PERL $ 1,331,172 (290,000) -
Available for remaining creditor distributions prior to Trading Bay and CIPL Assignments to HAK Cash proceeds from Trading Bay and CIPL Assignments, the subjects of this motion Less: Estimated legal costs to complete transaction and secure court approval Bonus payments to Supervisory Board member and Plan Representative Estimated other costs Estimated incremental Federal and state Income taxes Incremental net proceeds to the Liquidating Debtors from the Assignments Total cash available for additional distributions to creditors Distribute to class 6, unpaid balance of general unsecured claims Distribute to class 6, post effective date interest on general unsecured claims Distribute to sole member of PEAO Distribute to class 5, unpaid balance of general unsecured claims Distribute to class 5, post effective date Interest on general unsecured claims Distribute to sole member of PEAH Distribute to class 4, unpaid balance of general unsecured claims Distribute to class 4, a portion of post effective date interest on general unsecured claims Total Distributions Remaining cash balance on dissolution of Liquidating Debtors Notes: [1] In addition to the amounts shown above, distributions to date for classes 6, 5 & 4, general unsecured creditors, total: [2] Reflects HAK causing the State of Alaska to withdraw its $40.0 million class 6 claim as PEAOs condition to close the Trading Bay Assignment [3] Reflects HAK causing CIPL to withdraw its $21.1 million class 5 claim as PEAOs and PEAHs conditions to closing the Trading Bay and CIPL Assignments, respectively
995,685 6,800,000 (99,000) (300,000) (75,000) (140,000)
50,000 (1,000)
1,041,172
B A+B = C
6,186,000 7,181,685 [1]
49,000 49,000
1,041,172
Li]
(2,057,976) [11121 (174,981) (4,948,728)
4,948,728
(4,997,728)
[3] 4,997,728 (5,689,729) [1] (349,171) (1,041,172)
D C-D
(7,181,685)
(49,000)
71,308
$ 7,863,052
EXHIBIT 2
IN THE UNITED STATES, BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
)
)

Re: Docket No. 23911
PACIFIC ENERGY RESOURCES LTD., et al., ) ) Liquidating Debtors. )
ORDER APPROVING ASSIGNMENT OF ASSETS TO HILCORP ALASKA, LLC AND DISTRIBUTION OF PROCEEDS THEREOF TheCourt has considered the Liquidating Debtors Motion for Order Approving
Assignment ofAssets to Hilcorp Alaska, LLC and Distribution of Proceeds Thereof (the "Motion") came before this Court for hearing on November 6, 2012 at 10:00 a.m. (the "Hearing"). The Motion seeks an order approving: (i) the transfer of the assets described on Exhibit A to this Order (the "Trading Bay Assets") from Pacific Energy Alaska Operating LLC ("PEAO") to Hilcorp Alaska, LLC ("HAK") pursuant to the Letter Agreement dated September 13, 2012 between PEAO and HAK (the "PEAO Agreement") and (ii) the transfer of the assets described on Exhibit B to this Order (the "CIPL Stock") from debtor Pacific Energy Alaska Holdings, LLC ("PEAH") to HAK pursuant to the Letter Agreement dated September 13, 2012 between PEAH and HAK (the "PEAH Agreement"). Copies of the PEAO Agreement and the PEAH Agreement are attached to this Order as Exhibit A and Exhibit B respectively.
The Liquidating Debtors (along with the last four digits of each of their federal tax identification numbers) are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available), and Pacific Energy Alaska Operating LLC (7021).
DOCS_LA:2580036258003.7 68773-003
The Court has reviewed the Motion and any objections or responses thereto-has considered the evidence presented and the arguments of counsel at the Hearing and has been informed that any objection or response has been resolved and finds as follows: (1) The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and
1334, the Liquidating Debtors First Amended Chapter 11 Plan of Liquidation, as Modified (the "Plan"), and the Order Confirming First Amended Chapter 11 Plan of Liquidation, as Modified (the "Confirmation Order") (2) and (0). (3) (4) (5) Venue of this proceeding is proper pursuant to 28 U.S.C. 1408 and 1409. Notice of the Motion was sufficient under the circumstances. PEAO abandoned the Trading Bay Assets pursuant to order entered on This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A), (L), (N)
September 2, 2009 [Docket No. 832]. (6) Notwithstanding the abandonment of the Trading Bay Assets, PEAO,
operating through the Plan Representative and the Supervisory Board, has the requisite authority pursuant to the Plan and the Confirmation Order to transfer PEAOs right, title and interest in and to the Trading Bay Assets to HAK and to otherwise enter into and consummate the transactions contemplated by the PEAO Agreement. (7) PEAH abandoned the CIPL Stock pursuant to order entered on May 24,
2010 [Docket No. 1560]. 2

DOCSLA:2O258003 .7 68773-003
(8)
Notwithstanding the abandonment of the CIPL Stock, PEAH, acting
through the Plan Representative and the Supervisory Board, has the requisite authority pursuant to the Plan and the Confirmation Order to transfer its right, title and interest in and to the CIPL Stock to HAK and to otherwise enter into and consummate the transactions contemplated by the PEAH Agreement. (9) Entering into the transactions contemplated by the PEAO Agreement and
the PEAH Agreement is in the best interests of the Liquidating Debtors estates, their creditors, and other parties in interest, and the compensation under the PEAO Agreement and PEAH Agreement is fair and reasonable, constitutes fair consideration and reasonably equivalent value under the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, and all other applicable laws of the United States, any state, territory, possession, or the District of Columbia. A valid and sound business purpose exists for approval of the transactions contemplated in the PEAO Agreement and PEAH Agreement. (10) The PEAO Agreement and PEAH Agreement, and all documents ancillary
thereto, were negotiated at arms-length and in good faith. (11) In negotiating the assignment of the Trading Bay Assets and the CIPL
Stock to flAK, the Plan Representative (Gerald Tywoniuk) and the Supervisory Board (Ryan Bateman) acted beyond the duties required of them under the Plan and, in doing so, made a substantial contribution to these cases that justifies the payment of additional compensation requested in the Motion (the "Bonuses").
3
D0CS_LA:28O036258003.7 68773-003
(12) The proposed distribution of the net proceeds of the assignments of the Trading Bay Assets pursuant to the PEAO Agreement and the CIPL Stock pursuant to the PEAH Agreement as is set forth on Exhibit C to this Order is fair and equitable. IT IS THEREFORE, ORDERED that the Motion is grantedas specified hereafter and all objections to the Motion, if any, are overruled excent as provided in this Order, and it is further ORDERED that all parties in interest have had the opportunity to object to the relief requested in the Motion and all objections to the Motion or the relief requested therein that have not been withdrawn, waived, or settled, including all reservations of rights included therein which are not otherwise provided for by this Order are overruled on the merits and in their entirety, and it is further ORDERED that PEAO is authorized to enter into the PEAO Agreement and to transfer the Trading Bay Assets to HAK pursuant to the terms of the PEAO Agreement, and it is further ORDERED that PEAH is authorized to enter into the PEAH Agreement and to transfer the CIPL Stock to HAK pursuant to the terms of the PEAH Agreement, and it is further ORDERED that the consideration provided under the PEAH Agreement and PEAO Agreement shall be deemed to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code, Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act,
4
DOCSLA:2O06255017 68773-003
and all other applicable the laws of the United States, any state, territory, possession or the District of Columbia, and is fair and reasonable, and it is further ORDERED that the provisions of this Order and any actions taken pursuant hereto shall survive entry of any order, which may be entered converting Debtors chapter 11 cases to chapter 7 cases or dismissing any Debtors chapter 11 cases, and the terms and provisions of this Order shall continue in this or any superseding case under the Bankruptcy Code. Any order granting conversion or dismissal of any of the Debtors chapter 11 cases shall specifically provide that this Order shall survive such conversion or dismissal, and it is further ORDERED that the failure to include any particular provision of the PEAO Agreement or PEAH Agreement in this Order shall not diminish or impair the effectiveness of that provision, it being the intent of the Court and the parties that all of the provisions of the PEAO Agreement and PEAH Agreement be authorized in their entirety, subject, however, to the specific terms of this Order, and it is further ORDERED that the Liquidating Debtors are authorized to distribute the net proceeds of the assignments of the Trading Bay Assets pursuant to the PEAO Agreement and the CIPL Stock pursuant to the PEAH Agreement as described on Exhibit C to this Order (including but not limited to paying the Bonuses to Mr. Tywoniuk and Mr. Bateman), and it is further ORDERED that nothing in this Order, the PEAO Agreement, PEAH Agreement or any related documents affects or modifies Article VI(W10) of the Plan, which provides: Except as expressly set forth in the Plan, nothing in the Plan or any Plan document is intended to, or does, in any manner waive, limit. impair, or restrict any right of Union. the State. Forest Oil or any 5
DOCSLA:28004258003.7 68773-003
affiliate thereof, or Marathon Oil Company or any affiliate thereof to protect, preserve, and enforce their respective rights, remedies, and interests against the Debtors (as opposed to the Debtors Estates. Additionally, nothing in the Plan is intended to, or does, in any manner waive, limit, impair, or restrict any right or defense of Union. the State. Forest Oil or any affiliate thereof, or Marathon Oil Company or any affiliate thereof to protect, preserve, assert and enforce its rights, remedies, defenses and interests against any and all persons other than the Debtors. and it is further ORDERED that nothing in this order, the PEAO Agreement, PEAH Agreement or any related documents affects or modifies Article X(A)(2) of the Plan, which provides: Except as provided in the Plan or in the Confirmation Order, as of the Confirmation Date, all Entities that have held, currently hold or may hold a Claim, Administrative Expense. Interest or other debt or liability that is stayed. Impaired or terminated pursuant to the terms of the Plan are permanently enjoined from taking any of the following actions against property of the Liquidating Debtors or the Estates on account of all or such portion of any such Claims. Administrative Expenses. Interests, debts or liabilities that are stayed, Impaired or terminated: (a) commencing or continuing, in any manner or in any place, any action or other proceeding; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order. (c) creatin, perfecting or enforcing any lien or encumbrance; and (d) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan. To avoid any doubt, (i) nothing in the Plan shall be construed or is intended to discharge the Debtors for pimoses of section 1141(d) of the Bankru ptcy Code, (ii) nothing in the Plan shall affect, enjoin. modify. release or waive any claims, rights, and actions that a third party may have against a person other than the Estates, and provided further, that nothing contained in this section shall limit, enjoin, impair or affect in any way the reservations of present and future legal rights in favor of Union. the State, Forest Oil and its affiliates. or Marathon Oil Company and its affiliates in Article VI(fl(1O of this Plan; and (iii) nothing in the Plan shall affect or diminish any defense to a Retained Right of Action or to any action brought by a third party against a Person other than the Debtors, or the right of any person to assert a right of setoff, right of subrogation or recoupment of any kind. Further, nothing in the Plan shall have any
D005LA:203,6258003.7 68773-003
affect on any rights. Liens or Claims that any party may have against assets that were abandoned by the Estates by Final Order of the Bankruptcy Court.
Dated:
,2012
THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE
DOCSLA:2-O062580Q12 68773-003
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., 1 Liquidating Debtors.

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

Given that there are no outstanding objections, if the Revised Order is

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

PACIFIC ENERGY RESOURCES LTD., et al., ) ) Liquidating Debtors. )

THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE

HILc0RP ALASKA, LLC

Closing and Closing Deliverables.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

By:_ Name: Gerald A. Tywothuk Title: Authorized Representative Date:

c.7Q/ By: Name: latri C. jebrook Title: President Date:

By: Name: Geldd A Title: Authorized Representative Date:

EXHIBIT A - DESCRIPTION OF ASSETS

BK 3441 PG 888 T. 8 N., R. 13W., SEWARD MERIDIAN, ALASKA

QLS NO. 816472

LEASE No. 17594

LESSOR! GRANTOR STATE OF ALASKA, DNR, DIVISION OF OIL

EFFECTIVE DATE 3/1/1962

RECORDING DISTRICT BKIPG ANCHORAGE BK 3441 PG 719

LESSOR INT % 100.00

ROY INT % 12.50

TOTAL ACRES 4,956.00

WORKING INTEREST VARIES

TRADING BAY UNIT, TRACT T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA

As TO A 50.00000% WORKING INTEREST IN 2,396.00

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 806

TRADING BAY UNIT, TRACT

TOP OF THE GRAYLING GAS SANDS OR TO A DEPTH OF

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

T. B N., R. 13W., SEwARD MERIDIAN, ALASKA As TO A 46.80% WORKING INTEREST IN 462.50

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 439

TRADING BAY UNIT, TRACT 10

RECORDING DISTRICT BKIPG

STATE OF ALASKA, DNR. DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 685

TRADING BAY UNIT, TRACT 11

PERTAINS TO LAND BELOW GRAYLING GAS SANDS.

RECORDING DISTRICT BK/PG

WELL OR ITS STRATIGRAPHIC EQUIVALENT.

STATE OF ALASKA, DNR, DIVISION OF OIL

ANCHORAGE BK 3441 PG 505

TRADING BAY UNIT, TRACT 12 T. 9 N., R. 13W., SEwo MERIDIAN, ALASKA

As TO A 46.80000% WORKING INTEREST IN 560.00

ANCHORAGE BK 3441 PG 384

TRADING BAY UNIT, TRACT 13 T. 9 N., R. 14W., SEWARD MERIDIAN, ALASKA

RECORDING DISTRICT BK/PG

As TO A 46.80000% WORKING INTEREST IN 480.00 ACRES, MORE OR LESS, AS DESCRIBED AS FOLLOWS:

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

TRADING BAY UNIT, TRACT 14

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 409

RECORDING DISTRICT BKIPG

As TO A 50.00000% WORKING INTEREST IN 796.00

AIASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 652

TRADING BAY UNIT, TRACT 18

24: SEI/4, 160.00 ACRES;

As TO A 46.80% WORKING INTEREST IN 160.00 Page 10 of 27

RECORDING DISTRICT BK/PG

Notary Public, State of_ Printed Name:_______

Notary Public, State of Printed Name:_____