IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT DELA WARE

Chapter 11

) )

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

Debtors. )

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

Related Docket Nos. 18, 19 & 415

NOTICE OF FILING OF EXECUTION VERSION OF AMENDMENT NO.2 TO SENIOR SECURED SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT REGARDING MOTION OF THE DEBTORS TO APPROVE INTERIM AND FINAL ORDERS PURSUANT TO 11 U.S.e. SECTIONS 105,
361,362,363,364,365 AND 507: (1) APPROVING SENIOR SECURED

SUPERPRIORITY POSTPETITION FINANCING; (2) AUTHORIZING USE OF CASH COLLATERAL; (3) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS; (4) GRANTING ADEQUATE PROTECTION; (5) MODIFYING AUTOMATIC STAY; AND (6) SCHEDULING A FINAL HEARING
On March 9, 2009, the above-captioned debtors and debtors in possession
(collectively, the "Debtors"), fied the Motion of

the Debtors to Approve Interim and Final

Orders Pursuant to 11 Us.e. Sections 105,361,362,363,364,365 and 507: (1) Approving

Senior Secured Super priority Post petition Financing; (2) Authorizing Use of

Cash Collateral;

(3) Granting Liens and Providing Super

priority Administrative Expense Status,'

(4) Granting Adequate Protection; (5) Modifing Automatic Stay; and (6) Scheduling a Final
Hearing (Docket No. 18) (the "DIP Motion") and Exhibits to the Motion (Docket No. 19) with
the United States Banptcy Cour for the District of

Delaware, 824 Market Street, Wilmington,

Delaware 19801. On June 4,2009 the Court entered the Final Order (1) Approving Senior
Secured Super priority Post petition Financing; (2) Authorizing Use of

Cash Collateral,'

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax lD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
i The Debtors in these cases, along with the last four digits of each of Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of

the Debtors is 111 W.

Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

(3) Granting Liens and Providing Super

priority Administrative Expense Status,' (4) Granting

Adequate Protection; and (5) Modifing Automatic Stay (Docket No. 415) (the "Final DIP
Order '').

Attached is Amendment No.2 to Senior Secured Super Priority Priming Debtor in

Possession Credit and Guaranty Agreement regarding the DIP Motion.
Dated: June !i, 2009 P ACHULSKI STANG ZIEHL & JONES LLP

ur Davis Jones (DE Bar No. 2436)

&~

a . Kharasch (CA Bar No. 109084)

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

Facsimile: 310/652-4400
Email: liones~pszilaw.com

ikharasch~pszi law .com

smcfarlandpszi law. com

rsaunderspszilaw.com ioneil~pszilaw.com kmakowski~pszilaw.com

Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
DOCS_DE: 149612. 1

EXECUTION VERSION
This AMENDMENT NO.2 TO SENIOR SECURD SUPER PRIORITY PRIMING

DEBTOR IN POSSESSION CREDIT AN GUARTY AGREEMENT (this

"Amendment") effective as of May 15, 2009 (the "Effective Date"), by and among PACIFIC

ENERGY RESOURCES LTD. (the "Company"), PACIFIC ENERGY ALASKA

HOLDINGS, LLC ("PEAH"), PACIFIC ENERGY ALASKA OPERATING LLC ("PEAO" and, together with the Company and PEAH, the "Borrowers"), certain Subsidiaries of the

Company, as Guarantors (the "Guarantors" and together with the Borrowers, the "Credit Parties"), the financial institutions part hereto as Lenders under the Credit Agreement (as hereinafter defined) (collectively, the "Lenders"), J. ARON & COMPAN, as administrative
agent for the Lenders (in its capacity as administrative agent, the "Administrative Agent"), and J.

ARON & COMPAN and SILVER POINT FINANCE, LLC, as collateral agents for the
Lenders (in their capacity as collateral agents, the "Collateral Agents"), amends certain

provisions of that certain Senior Secured Super Priority Priming Debtor in Possession Credit and Guaranty Agreement dated as of March 11, 2009 (as amended and in effect from time to time, the "Credit Agreement") by and among the Credit Parties, the Lenders, the Administrative Agent, the Collateral Agents and certain other parties thereto from time to time.

A. WHEREAS, the Company and the Lenders desire to amend certain provisions of
the Credit Agreement as provided more fully herein below.
B. Capitalized terms used but not defined herein shall have the meanings assigned to

such terms in the Credit Agreement, as amended hereby.

the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
Accordingly, in consideration of

SECTION 1. Amendments to Credit Agreement.

(a) The second Recital of the Credit Agreement is hereby amended effective as of

March 11, 2009 by replacing the date "March 8, 2009" contained therein with the date "March 9,
2009" .
(b) The twelfth Recital of

the Credit Agreement is hereby amended by (i) deleting the

second parenthetical contained in clause (A) thereof and substituting in lieu thereof the text "(plus interest thereon and unpaid fees and expenses in respect thereof but excluding any makewhole payments payable as a result of the prepayment thereof)" and (ii) deleting the second parenthetical contained in clause (B) thereof and substituting in lieu thereof the text "(plus
interest thereon and any unpaid fees and expenses in respect thereof but excluding any
conversion fees)".
(c) Section 1.1 of the Credit Agreement is hereby amended by amending the defined

term "Ineligible Professional Expenses" contained therein by replacing the amount "$50,000" contained in the proviso set forth therein with the amount "$100,000".
(d) Section 1.1 of the Credit Agreement is hereby further amended by amending the

defined term "Interim Order" contained therein by inserting the following text at the end of subclause (b) contained in clause (vi) thereof: ", provided, that it is understood that Required
A17038349.12

Lenders have consented to extend the foregoing challenge deadlines for the Creditors' Committee to July 13,2009.
( e) Section 1.1 of the Credit Agreement is hereby further amended by inserting the

following new definitions in appropriate alphabetical order:

"Alaska Auction" as defined in Section 5.33.

"Alaska Funding Amount" as defined in Section 2.1 (f).

"Alaska Non-Operated Properties" as defined in Section 5.33.

"Alaska Operated Properties" as defined in Section 5.33.

"Alaska Properties" as defined in Section 5.33.

"Alaska Properties Deposit Deadline" as defined in Section 5.33.

"Alaska Properties Sale Order" as defined in Section 5.33.

"Alaska Properties Sale Procedures Order" as defined in Section 5.33.

"Chevron" as defined in Section 8.1(n).

"ORRI/roduction Payment Reserve Account" means any of the three debtorin-possession segregated, interest-bearing accounts established by a Borrower with Wells Fargo Bank, N.A. in connection with the ORR/Production Payments in favor of (i) Aera and SWEPI, (ii) Noble, and (iii) the Medema Family Trust, John M. and Debra Robinson, LAB Properties and others, respectively.

"ORRroduction Payments" means the production payments (including,

without limitation, the Reserved Production Payments (as defined in the Acquisition Agreements)) or overriding royalty interest payments alleged to be owed by the
Borrowers pursuant to an adversary proceeding (or otherwise raised with the Bankruptcy Court) by or on behalf of Aera, SWEPI or Noble, in the case of production payments, or the Medema Family Trust, John M. and Debra Robinson, LAB Properties or others, in the case of overriding royalty interest payments.

"PERL Assets" as defined in Section 5.33.

"PERL Sale Order" as defined in Section 5.33.

"PERL Deposit Deadline" as defined in Section 5.33.

"PERL Sale Procedures Order" as defined in Section 5.33.

"Second Amendment" means that certain Amendment No.2 to Senior Secured Super Priority Priming Debtor in Possession Credit and Guaranty Agreement effective as
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A17038349.12

of May 15, 2009, by and among the Credit Parties, the Lenders, the Administrative
Agent, and the Collateral Agents.

"Second Amendment Effective Date" means the "Effective Date" as defined in

the Second Amendment.
(f) Section 1.1 of the Credit Agreement is hereby further amended by deleting the

definitions for the terms "Sale Order" and "Sale Procedures Order".
the Credit Agreement is hereby amended by inserting the following (g) Section 2.1 of new clause (f) at the end of such Section:
(f) Alaska Properties. Subject to satisfaction of the conditions set forth in

Section 5.33, and so long as no Default or Event of Default has occurred and is continuing, from and after the Second Amendment Effective Date, the Lenders agree to allow for additional expenditures to be made by the Borrowers with the proceeds of Revolving Loans in an aggregate amount

not to exceed $2,500,000 (the "Alaska Funding Amount") solely with respect to the Alaska Operated Properties and in accordance with the revised Budget as set forth on Exhibit A to the Second Amendment. The Alaska Funding Amount shall be reduced by the amount of any lift payments received with respect to the Alaska Operated Properties by the
Borrowers on or after the Second Amendment Effective Date on a dollar-

for-dollar basis. In the event a lift occurs prior to August 4, 2009, the line item "Total Operating Disbursements" set forth in the Budget for the week

prior to the lift wil be increased to the extent required, in an aggregate

amount not to exceed $150,000, for any additional transportation related

charges required to faciltate the lift.

(h) Section 2.16(a)(iii) of the Credit Agreement is hereby amended by deleting the

last sentence of such Section and substituting in lieu thereof the following text:
"Notwithstanding the foregoing, (1) all Segregated Production Proceeds shall, commencing April 15, 2009 and continuing until otherwise ordered by the Bankruptcy Court, be deposited into the Segregated Production Account and (2) all ORRI/Production Payments shall, commencing June 4, 2009 (or as soon thereafter as the applicable ORRI/Production Payment Reserve Accounts are opened) and continuing until otherwise ordered by the Bankruptcy Court, be deposited into the

applicable ORR/Production Payment Reserve Account, and all such Segregated Production
Proceeds and ORR/Production Payments shall be disbursed in accordance with Bankruptcy Court orders specifically pertaining thereto in effect from time to time."
(i) Section 3.2(d) of (i) thereof

the Credit Agreement is hereby amended by replacing in clause the date "May 15,2009" contained therein with the date "June 4,2009".

G) Section 5.2 of the Credit Agreement is hereby amended by inserting before the
period at the end of the first sentence in clause (b) thereof the following text: "; provided,

however, that the deadline for fumishing financial statements relating to the Fiscal Quarter ended March 31, 2009 shall be May 22, 2009".
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A17038349.12

(k) Section 5.2 of the Credit Agreement is hereby further amended by amending and

restating clause (e) contained therein as follows:

(e) The Administrative Agent or Required Lenders may from time to time

request Engineering Reports prepared by Netherland, Sewell & Associates or other independent petroleum engineers chosen by the Borrowers and

acceptable to Required Lenders (or, in their discretion, prepared by the

Borrowers' in-house engineering staff or audited by such independent

petroleum engineers), and the Borrowers shall provide the Administrative

Agent and the Required Lenders a copy of each such Engineering Report

within 30 days of their receipt of such request. Each Engineering Report shall be in form and in substance satisfactory to the Required Lenders and shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrowers which distinguishes) those Properties treated in the report which are Eligible Mortgaged Properties from those
properties treated in the report which are not Eligible Mortgaged

Properties.
(1) Section 5.2 of the Credit Agreement is hereby further amended by inserting

before the period at the end of clause (g) thereof the following text: "; provided, however, that the deadline for furnishing such report relating to the Fiscal Quarter ended March 31, 2009 shall be May 22, 2009".

(m) Section 5.7 of the Credit Agreement is hereby amended by inserting after the
word "bilings" in clause (d) thereof

the following text: ", ORR/Production Payments".

(n) Section 5.21 of the Credit Agreement is hereby amended by inserting after the

word "billngs" in the second sentence thereof the following text: ", ORR/Production

Payments".
(0) Section 5.30 of the Credit Agreement is hereby amended by replacing the date

"May 15,2009" contained therein with the date "June 15,2009".

(p) Section 5.33 of the Credit Agreement is hereby amended and restated in its

entirety as follows:
5.33 Sale Procedures Orders.
(a) Promptly following selection of an acceptable Stalking Horse Purchaser
and proposed sale transaction with respect to all or substantially all of the assets of

PERL

(other than equity interests in the PEA Entities, Petrocal Acquisition Corp., Cameros
Acquisition Corp., Cameros Energy and Gotland, and assets of

the PEA Entities, Petrocal

Acquisition Corp., Cameros Acquisition Corp., Cameros Energy and Gotland) (the "PERL Assets") deemed advisable by the Borrowers and the Investment Banker (or, in
the case deemed advisable by the Borrowers but not the Investment Banker, found to be advisable by the Bankruptcy Court), and if no Stalking Horse Purchaser is in place by such date, in any event no later than June 19, 2009, Borrowers shall fie one or more the the sale of motions for (A) in the case of a Stalking Horse Purchaser, the approval of
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A17038349.12

PERL Assets to the Stalking Horse Purchaser, subject to higher or otherwise better bids and the consent of the Required Lenders, and prescribing procedures for the conduct of the sale process or (B) whether or not a Stalking Horse Purchaser is identified, the approval of the bidding procedures governing the auction for the sale of the PERL Assets, it being understood that any such bidding procedures order (the "PERL Sale
Procedures Order") shall provide, among other things, that approval of such sale shall

be conditioned upon the prior written consent thereto of the Required Lenders, such consent to be granted or withheld in their sole discretion. Subject to agreement by the Stalking Horse Purchaser, if any, which agreement the Borrowers wil use their best efforts to obtain, there shall be a period of at least thirt (30) days following the fiing of
the motion to approve such bidding procedures during which the Borrowers and the

Investment Banker may pursue higher and better offers prior to the date set for the
auction. The PERL Sale Procedures Order shall provide, without limitation, that (i) within three (3) Business Days after the entry of the PERL Sale Procedures Order (the

"PERL Deposit Deadline"), the Stalking Horse Purchaser, if any, shall make a deposit with the Borrowers in the amount prescribed in the PERL Sale Procedures Order; (ii) on
or before the PERL Deposit Deadline, PERL, on the one hand, and the Stalking Horse

Purchaser, if any, on the other hand, shall enter into a definitive purchase agreement; (iii) the auction shall occur on or before July 31, 2009, and (iv) on or before August 13, 2009
(or such later date as may be necessary to obtain required regulatory approvals), PERL

and the Stalking Horse Purchaser, if any, or such other highest and best bidder received at

the auction, shall consummate the sale transaction approved by an order of the
Bankruptcy Court (the "PERL Sale Order"); provided that PERL shall not consummate the Required Lenders. such a transaction without the consent of
(b) Promptly following selection of an acceptable Stalking Horse Purchaser

and proposed sale transaction with respect to any portion or all of the operated and/or
non-operated properties in Alaska owned by PEAO (respectively, the "Alaska Operated

Properties" and the "Alaska Non-Operated Properties") and/or the shares of capital stock of Cook Inlet Pipe Line Company owned by PEAH (together with the Alaska
Operated Properties and the Alaska Non-Operated Properties, the "Alaska Properties"), deemed advisable by the Borrowers and the Investment Banker (or, in the case deemed advisable by the Borrowers but not the Investment Banker, found to be advisable by the Bankruptcy Court), and if no Stalking Horse Purchaser for all of the Alaska Properties is in place by such date, in any event no later than June 16, 2009, Borrowers shall fie one or more motions for (A) in the case of a Stalking Horse Purchaser, the approval of the the applicable Alaska Properties to the Stalking Horse Purchaser, subject to higher sale of
or otherwise better bids and the consent of the Required Lenders, and prescribing

procedures for the conduct of the sale process and (B) whether or not a Stalking Horse

Purchaser is identified, the approval of the bidding procedures goveming the auction for
the sale of all of the Alaska Properties, it being understood that any such bidding

procedures order (the "Alaska Properties Sale Procedures Order") shall provide, among other things, that approval of such sale shall be conditioned upon the prior written consent thereto of the Required Lenders, such consent to be granted or withheld in their
sole discretion. Subject to agreement by the Stalking Horse Purchaser, if any, which

agreement the Borrowers wil use their best efforts to obtain, there shall be a period of at
least thirt (30) days following the filing of the motion to approve such bidding

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procedures during which the Borrowers and the Investment Banker may pursue higher
and better offers prior to the date set for the auction. The Alaska Properties Sale

Procedures Order shall provide, without limitation, that (i) within three (3) Business Days after the entry of the Alaska Properties Sale Procedures Order (the "Alaska Properties Deposit Deadline"), the Stalking Horse Purchaser, if any, shall make a deposit with the Borrowers in the amount prescribed in such Alaska Properties Sale Procedures Order; (ii) on or before the Alaska Properties Deposit Deadline, PEAO, on the one hand, and the Stalking Horse Purchaser, if any, on the other hand, shall enter into a definitive purchase

agreement; (iii) the auction shall occur on or before July 20, 2009 (the "Alaska
Auction"), and (iv) on or before August 4, 2009 (or such later date as may be necessary to obtain required regulatory approvals), PEAO and the Stalking Horse Purchaser and/or such other highest and best bidder received at the auction, shall consummate the sale transaction or transactions approved by an order of the Bankruptcy Court (the "Alaska Properties Sale Order"); provided that PEAO shall not consummate such a transaction the Required Lenders. or transactions without the consent of
(c) In the event no Stalking Horse Purchaser is in place with respect to all of

the Alaska Properties by June 16, 2009, Borrowers shall fie one or more motions with the Bankruptcy Court on or before June 16, 2009 to abandon all Alaska Properties for which a Stalking Horse Purchaser is not in place; provided, however, that at any time on or after June 9, 2009, the Required Lenders may request in writing that the Borrowers fie a motion to abandon the applicable Alaska Non-Operated Properties prior to June 16, 2009 and the Borrowers shall fie such motion within two (2) Business Days of their receipt of such request; and provided, further, that, in the event the Borrowers fail to comply with all of the foregoing requirements, the Lenders wil not allow additional expenditures to be made with respect to the Alaska Operated Properties pursuant to Section 2.1 (f), but such failure of the Borrowers shall not constitute an Event of Default
hereunder.
(d) In the event there is no qualifying bidder (as such term is defined in the

bidding procedures) in respect of the Alaska Auction on or before July 13, 2009, the
Borrowers shall provide the Administrative Agent and the Required Lenders on or before July 15, 2009 a transition plan in writing for the abandonment of the Alaska Operated Properties providing for the orderly transfer of the Alaska Operated Properties to have
been completed on or before August 4, 2009, and such plan shall be reasonably

satisfactory to the Required Lenders in all respects.

(e) Notwithstanding anything to the contrary contained in Section 5.33(b), the

failure of the Borrowers through no fault of their own to obtain approval of the
Bankruptcy Court with respect to a sale transaction involving the Alaska Properties or to close such sale transaction shall not constitute an Event of Default under this Agreement if the Alaska Properties are abandoned as contemplated in Section 5.33(c).
(q) Section 5.37 of the Credit Agreement is hereby amended and restated in its

entirety as follows:

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A17038349.12

5.37. Last Day to File Claims. Borrowers shall have obtained an order of the
Bankruptcy Court setting the general bar date in the Case no later June 23, 2009.
(r) The following Section 6.1(n) is hereby inserted immediately following Section

6.1(m) ofthe Credit Agreement:

(n) Budget.

Indebtedness constituting ORR/Production Payments, as provided in the

(s) Section 6.7 of the Credit Agreement is hereby amended by deleting at the

beginning of the third sentence contained therein the text "Except with respect to the Segregated

Production Account, no" and substituting in lieu thereof the text "Except with respect to the
Segregated Production Account and the ORR/Production Payment Reserve Accounts, no".
(t) Section 6.7 of the Credit Agreement is hereby further amended by deleting the last sentence contained therein and substituting in lieu thereof the following text: "Notwithstanding the foregoing, (i) control over the Segregated Production Account shall

initially be vested in PEAO and the bank with whom such account is maintained and (ii) control over the ORRI/Production Payment Reserve Accounts shall initially be vested in the applicable

Borrower and the bank with whom each such account is maintained, and the Segregated Production Account and ORR/Production Payment Reserve Accounts shall be held and
exercised in accordance with Bankruptcy Court orders specifically pertaining thereto in effect from time to time."
(u) Section 6.13 of the Credit Agreement is hereby amended by deleting the second

parenthetical contained in clause (x)(B) thereof in its entirety and substituting in lieu thereof the following text: "(it being understood that such expenses and disbursements for purposes of this
clause (x) shall not include finance charges, professional fees, capital expenditures, and

ORR/Production Payments funded into the ORR/Production Payment Reserve Accounts)".

(v)

Section 7.1(a)(i)(2) of the Credit Agreement is hereby amended and restated as

follows:
(2) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of the

Bankruptcy Code and the Security Documents, shall at all times be secured by, and each Credit Part (other than the PEA Entities) hereby grants to J. Aron, as Collateral Agent for the benefit of itself and the other Secured Parties, and each PEA Entity hereby grants to Silver Point Finance, LLC, as Collateral Agent for the benefit of itself and the other Secured Parties, (A) a first priority perfected Lien (subject to Permitted Prior Liens) on the Credit Parties and their estates (1) all presently owned and hereafter acquired assets of wherever located, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, cash, as-extracted collateral, chattel paper, investment propert, letter-of-credit rights, securities accounts, commercial tort claims, investments,
instruments, documents, inventory, contract rights, franchise agreements, general

intangibles, intellectual propert, real propert, fixtures, goods, equipment and other
fixed assets and proceeds and products of all of the foregoing (including insurance

proceeds), (2) proceeds of Avoidance Actions solely to the extent arising under Section
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A173038349.12

the Bankruptcy Code and the proceeds thereof, (4) any unencumbered assets of the Credit Parties, and (5) a
549 of the Bankruptcy Code, (3) any rights under Section 506(c) of

pledge, for the benefit of the Secured Parties and the Agents, of one hundred percent (100%) of the Capital Stock or other equity interests of the Credit Parties (other than
equity interests in PERL), and (B) a Lien on all assets of

the Credit Parties securing other

Indebtedness, junior only to Permitted Prior Liens.

(w) follows:

Section 8.1 (n) of the Credit Agreement is hereby amended and restated as

(n) (i) the Bankruptcy Court shall fail to enter the Final Order on or before

June 4, 2009, (ii) the Borrowers shall fail to obtain entry of the PERL Sale Procedures
Order within thirt (30) days of the date on which the motion or motions requesting the

entry of the PERL Sale Procedures Order has been fied, (iii) the Borrowers shall fail to
obtain entry of the Alaska Properties Sale Procedures Order within thirt (30) days of

the

date on which the motion or motions requesting the entry of the Alaska Properties Sale Procedures Order has been fied, (iv) Union Oil Company of California ("Chevron") or
the Borrowers shall have failed to fie an adversary proceeding on or before June 18,

2009 against the Borrowers or Chevron, as the case may be, to (A) defend or challenge, as the case may be, the lien rights asserted by Chevron in that certain Motion of Union Oil Company of California fied March 23, 2009 (Docket No. 100) and (B) receive or recover, as the case may be, proceeds in the amount of $5,510,263 (plus interest) which has been segregated pursuant to that certain Order Goveming Further Proceedings on From Automatic Stay entered by California For Relief Motion of Union Oil Company of

the Court on April 28, 2009 (Docket No. 230), (v) in the event no Stalking Horse
Purchaser is in place with respect to all of the Alaska Properties by June 16, 2009, the Borrowers shall have failed to fie a motion with the Bankruptcy Court on or before June 16,2009 to abandon the applicable Alaska Properties pursuant to Section 5.33(c), (vi) the Alaska Auction shall not have occurred on or before July 20,2009, (vii) in the event that a bidder in respect of the auction for the sale of any of the Alaska Properties has been approved by the Borrowers and the Required Lenders, the Bankruptcy Court shall fail to enter the Alaska Properties Sale Order on or before July 27, 2009, (viii) the auction for the sale of the PERL Assets shall not have occurred on or before July 31, 2009, or (ix) in the event that a bidder in respect of the auction for the sale of the PERL Assets has been approved by the Borrowers and the Required Lenders, the Bankruptcy Court shall fail to
enter the PERL Sale Order on or before August 4, 2009;
(x) Section 8.1 (p) of the Credit Agreement is hereby amended by inserting after the

word "billings" contained therein the following text: ", ORRI/Production Payments".
(y) Section 8.1(s) of the Credit Agreement is hereby amended by replacing the text

"Sale Order" with the text "PERL Sale Order or Alaska Properties Sale Order, as applicable,".
(z) Section 8.2 of the Credit Agreement is hereby amended by replacing each
occurrence of

the text "five (5) days", "five (5) day" or "five-day" contained therein with the text "five (5) Business Days", "five (5) Business Day" or "five (5) Business Day", respectively.

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(aa) Appendix A to the Credit Agreement is hereby amended by deleting such

Appendix in its entirety and substituting in lieu thereof Appendix A attached hereto as Exhibit B.
(bb) Schedule 4.7 to the Credit Agreement is hereby amended by deleting such
Schedule in its entirety and substituting in lieu thereof

Schedule 4.7 attached hereto as Exhibit C.

(cc) Schedule 4.24 to the Credit Agreement is hereby amended by deleting such

Schedule in its entirety and substituting in lieu thereof Schedule 4.24 attached hereto as Exhibit
D.
(dd) Schedule 4.26 to the Credit Agreement is hereby amended by deleting such

Schedule in its entirety and substituting in lieu thereof Schedule 4.26 attached hereto as Exhibit
E.

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Credit Parties represent and warrant to each of the Lenders and the
Administrative Agent that, as of

the Effective Date:

(a) This Amendment has been duly authorized, executed and delivered by the Credit Parties and this Amendment and the Credit Agreement constitute each Credit Part's legal, valid

and binding obligation, enforceable against it in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless whether such enforceability is considered in a proceeding at law or in equity). of
(b) The execution and delivery by each Credit Part of this Amendment and the

performance by the various Credit Parties of their obligations under the Transaction Documents
to which each is a part, and the consummation of the transactions contemplated by the various

Transaction Documents, do not and will not (a) conflict with any provision of (i) any Law, (ii) the Organizational Documents of any Credit Part, or (iii) any agreement, judgment, license,
order or permit applicable to or binding upon any Credit Part, (b) result in the acceleration of

any Indebtedness owed by any Credit Part, or (c) result in or require the creation of any Lien upon any assets or properties of any Credit Part except, in each case as expressly contemplated

in the Transaction Documents and, except in the case of clauses (a)(iii), (b) and (c) of this Section 2(b), such conflcts, results or requirements as arise in connection with the fiing,
prosecution and resolution of the Case. Except as expressly contemplated in the Transaction

Documents no consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third part is required in connection with the execution, delivery or
performance by any Credit Part of any Transaction Document or to consummate any

transactions contemplated hereby or thereby.

(c) The representations and warranties set forth in each Transaction Document are,

after giving effect to this Amendment, true and correct in all material respects on and as of the Effective Date, except where such representations and warranties expressly relate to an earlier date (in which case they were true and correct in all material respects as of such earlier date), it being understood that the Borrowers wil need to obtain approval of their respective goveming

9
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bodies prior to filing any abandonment motion required pursuant to Section 5.33 of the Credit
Agreement.
(d) No Default or Event of Default under the Credit Agreement and other Transaction

Documents has occurred and is continuing.

(e) The Liens under the Security Documents are valid and subsisting and secure the

Company's and the Guarantors' obligations under the Credit Agreement and the other
Transaction Documents.

SECTION 3. Conditions of Effectiveness of Amendment. The effectiveness of this

Amendment and the occurrence of the Effective Date are subject to the satisfaction of the
following conditions:
(a) The Administrative Agent shall have received this Amendment, executed and

delivered by (i) a duly authorized officer ofthe Credit Parties and (ii) the Required Lenders.
(b) The Administrative Agent shall have received a revised Budget in form and
substance satisfactory to the Lenders, a copy of

which is attached hereto as Exhibit A.

( c) No Default or Event of Default under the Credit Agreement and other Transaction

Documents shall have occurred and be continuing as of the Effective Date. The representations

and warranties in this Amendment, in the Credit Agreement and in the other Transaction Documents shall be true and correct in all material respects, except to the extent such
representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.
SECTION 4. Effect on Transaction Documents: Acknowledgements.

(a) The Lenders and Administrative Agent hereby expressly reserve all of their
respective rights, remedies, and claims under the Credit Agreement and the other Transaction the rights Documents. Nothing in this Amendment shall constitute a waiver or relinquishment of

the Lenders and the Administrative Agent to collect the full amounts owing to it under of each of the Credit Agreement and the other Transaction Documents.

(b) The Credit Parties, the Lenders and Administrative Agent, hereby adopt, ratifY,
and confirm the Credit Agreement, and each of

the foregoing parties acknowledge and agree that

the Credit Agreement and the other Transaction Documents are and remain in full force and
the Credit Parties acknowledges and agrees that neither its liabilities under the effect, and each of Credit Agreement and the other Transaction Documents nor the validity, perfection, or priority

of any lien or security interest securing the Obligations are impaired in any respect by this
Amendment.

SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature
10
A17038349.12

page of this Amendment by facsimile transmission or electronic transmission shall be as

effective as delivery of a manually executed counterpart hereof.

SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRICIPLES THEREOF (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW 5-1401 AND 5-1402) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA (INCLUDING THE
BANKRUPTCY CODE).

SECTION 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Remainder of page intentionally left blank.)

11
A!7038349.12

IN WITNSS WHEREOF, the paries hereto have caused this Amendment to be duly
executed by their respective offcers on or about June 16,2009, to be effective as of

the Effective

Date.

PACIFIC ENERGY RESOURCES LTD.,

as a Borrower

PACIFIC ENERGY ALASKA HOLDINGS, LLC,

as a Borrower

By: r: ff ~;L

N.ame: 0. -ry tV () /ii tl jL-

Title: 51- V P fCf

PACWIC ENERGY ALASKA OPERATING LLC, as a Borrow t

PETROCAL ACQUISITION CORP.,

as a Guarantor

o T Y tv l) N If);l-

l.() TYfAONIOK
V-e.Fo

P v. ero
CAREROS ACQUISITION CORP.,
as a Guarantor

SAN PEDRO BAY PIPELINE

COMPAN,
as a Guaranto V'

By:

Name: G6R.AL/) -rYWONIVK.

vi

() TYW()lJ/VK
-J C Fo
..

Title: SR. V P. .. C. F 0
GOTLAND OIL, INC.,
as a Guarantor

CAREROS ENERGY INC., as a Guarantor

By:

Name: GAALb rYfIOlJl ui(

Title: ~I? 'If ~ c.F'o

By:

Name: Title:

(Signature Page to Amendment No.2)

N73038349

JUN-16-2009 14:40 From:

To:Go ldman Sachs Co P.2/4

J. ARON & COMPANY, as Admjnistrtive Agent, C.ollateral Agent and a Lender

By:

)('

(Silluluri' !'uiie Iv Alru;nwIK,'nL Nv. 2)

An30111W

SILVER POIN FIANCE, LLC, as Collateral Agent

By:

Name: Title:

FILD POIN I, LTD.,

as a Lender
By:

Name: Title:

FIELD POIN III, LTD.,

as a Lender

~in
SPF CDO I, LTD., as a Lender
By:

Authorized Signatory

Name: Title:

SPCP GROUP III LLC,

as a Lender
By:

/'

Name: Title:

SPCP GROUP, LLC,

as a Lender
By:

Name: Title:

(Signatu Page to Amendmet No.2)

A/73038349

Exhibit A
(attach Budget)

A/73038349.12

Pacific Energ)' Resources Ltd. Weekly DIP Foreast (US $'s in thousands)
Revised Budget

~;lIllllli
3/13 3/20

m1

:!
mi
5/15 5/22

:!
m
m2
6/12

~
~
S S S

il

Barrels produced 22,050 24,11 1 24,069 25.427 25,382 26,563 27.390 27,340 27,291 27.242 27,193 27,145 27.098 27,050
2.418
S S S S S

Revenue retipts

4,509
S

5,005

1.84
404
640 403 634 1,147 403

Royalty payments LOE SG&A I penonnnce bond Critical vendor payments

392

144

479
290

335

408

656

415

2,723 635

Operating outfows
(642)

250 642 479

250 394 290

(290) 134 127 293 (927) (551) (626) 134 127 134 127 134 127 134 127 (676) 25 99 656 3,853 (415) 415

30 365

30 438

3,358
(3,358)
25 99
25 99 4.241 25 99

404
(404)

640
1,588

634
1,550
(634)

Operatig cash flow

2.024
(479) (365) (438)

4,365
(1.588)

(1.550)
293

Growth CapEx Maintenance CapEx

(1,169)
1.497

247 280
(916)

247 280

247 190

~.1"
3.850
611 S S S 1,032 S S S S S

Total Cash Flow

(699)

3.592
(3.482) (528)
(1.712)

(1.843)

Barrels produced

3,846
279
S 160 48 333 73 10 S 60 44

3,843

3,839

2,275

2.449
2.099

1,573

2,485

2.483

2.800

2.797
S

2.624
S 160 48

2,622

Revenue reipts

36
76 60 10

17
48

Royalty payments LOE SG&A I pconce bond

185 257

79 27
231 74

105 227

155 40

148 19

199 58

Unifed Commd

111 246 SO

iso
593 (593) 355 150 255 305

Critical vendor payments Operating outfows

332
(332) 807

30 225

40 207

40 297

407
(407)

220
(220)
(137)

416

208
(208)

104

208

146

Operating cash flow

(305)

(207)

(297)

(04)

(208)

(109)

Growth CapEx Maintenae CapEx

22 69 69 69 20 20 16 16 19 19
(593) S 355 S (305) S (332) S 785 S (276) S (365) S (475) S (240) S (157) S (223) S (120) S (226) S (128)
47
25

Total Cash Flow

a!l1l1.ilnalVIN"'(lllli..
47
268 25 25 384 25 30
25 1.506 659 25 30 156 25 127 291 25 30 343 612 25 25

Corporate SG&A & Other Contingency Capex Professional Fee Monthly Intecst Payment

487 25 25

490

169 25 27 475

169 25 567 562

92 25 320

268 25 266

47 25 127

Total Reccipts Total Operating Disbursements

(1.893) 2.224 (1.075) (1.234)

U93 ~ 1m i~
(308) (25)

3,029

1.032 4.509 279 5.005 1,742 36 1.077 692 1.123 1.206 3.846 867 1.017 1,784 1.109
(46) (692) 3.386 (1,206) (3.846) (588) 3,988 (1.784) (1.09) (1,706) (2,024) (2.716) 670 (535) (4,381) (4.969) (981) (2.765) (3.874) (5.579) (131) (3.047) 1.415 1,443 (2.357) (2,253) (1.651) (2.229) 508 (610)

(1,893) 331 (745) (1.978)

(1,893) 2.224 (1,075) (1.978)
(552) (30)

Nct Oprating Cash Flow Cumulativc Net Opating Cash Flow Rollig Cumulati\'e Net Operating Cash Flow (286) (25)

Swap Settlements. Beta

(552) (127) (462) (30) (343)
S

310 307 304

(355) (490)

Total Capex Total Professional Fee Monlhy Interest Payment

(355) (27) (475)

(355) (30)

(169) (25)

(169) (1.506)

(165) (567) (562)

(165) (320)

(337) (266)

(337) (127)

Total Cash Flw (Need)

'2.475" S;

(2,475) S
1930\ S

1,55
(1,910) S

Cumulative Cash Flow (Need

/2,.0l S

(1,55) S /4.34\ S

(69) S (4.453\ S

(1,536 S

/5.90\ S

2,530 S 13,460) S

(1,590) S 15,(50) S

(3,733) S (2,262) S (8.783) S (11,0451 S

2,694 (8,351

"-lIfmlllIlli..
500

(2.005) 3.000 (720)

1,190 (1,727) (1.213) (978) (1,261) 2.771 (I.II) (3,631) (2,106) 2,780 (2.149) (1,320) (9.184)

775 1.940 840 80S 772 814 3,280 760 817 788 3.44 782 841

2,000 1,600 1.000 1.600 1.600 3.800 2.300 2.300 1.00 9.400

PERL Balance Net Cash Flow PERL Boro\\1ngs PEAO Fundig Cash Swccp Ending Balance

775
2~O (470) 720 500 8~S 500 355

(183) (332) (276) (241) (475) (102) (157) (85) (120) (88) (128) (25) 11.90) (90) (55) (22) (64) (2.530) (10) (67) (38) (2,694) (3) (91) 1.940 840 80S 172 814 3.280 760 817 788 3.444 782 841 838
855 500 500 1.409 500 500 500 500 500 500 500 500 (183) (332) 909 (276) (241) (475) (102)157 85 120 (88) (128) 183 332 276 241 475 102 (157) (85) (120) 88 128

PEAO Balance Net Cash Flow PERL Funding

Cash Swee

Ending Balance

(355) (909) 50 SO 1.409 ~OO

SO ~OO ~OO ~OO ~OO 500 ~OO ~OO

(6,300)

Beta Earn Out Segregated Funds AERA Restricted Cash Contrbution Noble Restricted Cash Contribution

Endig Balance

~
7.106

AK Segregated Funds Restrcte Cash Contributions Ending Balance

~
36

PERL borrowinS!s net of sweep

3,00

(25)

455

1.510

945

669

(64)

(930)

3.790

2,233

(38)

(394)

1,468

9,309

i of3

(J/ i 5/2009

Pacific Energ)' Resources Lid.

Rcvised Budget

Weekly DIP Foreca.~t

(US $'s in ihousands)

1
7/10

.:iiIHWllll"'''Il~If!1f1111
27.003

~
'l
7/17
TotaJ

1!
!!
8/14

'l
812
26.582
26.443

8/2
26,535
712,738

2l
26.489 29,289

2i

Bacls produced

26.956 26,909
26,862
26.721

26.815
5,965

26.768
26.675

26,628
5,346

Rc\'cnuc recipts
6,047
633 631 398 805 411 399 630 413 1,436 632 401 1.706 630

Royalty payments

WE
398
633 413

1.412 890

9,608 13,510

SG&A I performncc bond Critical vcndor payments Operatig outfows

2,068
401 631 411

2.337
399 805 (805) 5,611 (399) (398) 630

398
398

2.302
(2.302)

560 23,678

Operatig cash flow

(633)
(2.068)
(401) (631)

5,634 5.554
(2.337) (630)

4,947

Growth CapEx Maintenance CapEx

293 293 125 125 125 125 125 166 166 166 166 117 117
(926) 5,341 (2,192) (525) (756) 5.429 (2.461) (565) (795) 4.782 (2.468) (514) (922)
1,925 174 174 174 $ 160 48 160 48 60 44 160 48 74 10 $ $ 1,923 1,921 1.920

Total Cash Flow

~
1,510
(370)

.Ul'lirr-il"nnI"R'f
'l7,797
1,958

Bacls produce

Rcvenue receipts

Royalty payments

WE
60 10
160 82

SG&A I peormnce bond Unied Command Critical vcndor payments Operating outfows
208 208 242 (242) 22 (264) (208) (84) (208) 84 104

208
70

409 2,732 l,'l42 50 410 5,043

(3.085)

Operating cash flow

(70) 22
11 11 22

(208)
22 22

(104)

Growth CapEx Maintenacc CapEx

Total Cash Flow

(219) $
(106) $

(115) $

(230) $

(230) $

(92) $

.:
(3,555)

.'~~: ''''~IiI1.iinl,yil''.'Hll''

Corporate SG&A & Other 2,244 176 169 47 674 47 299 47 1G9 402 984 47 698 9,699

Contingency Capel( 25 25 25 25369 995 575 40 79CJ 25 25 25 25 675 Profesional Fee 1,443 563 751 336 441 25 25 25 25 25 470 525 135 11,035

Total Receipts Total Operatig Disbursements

Monthly Interest Payment 495 563 616 335 3.388 6,047 5,965 5.346 ~
(191) (575)

31,247

3,085 693 2.445 531 1.13 528 2.877 446 799 800 3.286 444 1,504 (3,085) 5,354 (2.445) (531) (1.513) 5.437 (2,877) (446) (799) 4.546 (3,286) (444) (1.04)

(7,173)

Nct Operating Cash Flow Cumulative Net Operating Cash Flow Rollig Cumulativc Net Operating Cash Flow

(8.664) (3.310) (5.755) (6,286) (7.799) (2,362) (5,239) (5.685) (6,484) (1,938) (5,225) (5,669) (7,173)

(7,683) (546) (1.881) (707) 865 948 516 601 1,315 424 14 16 (689)
(329) (1.443)
(172) (751) (172) (336) (172) (441) (172) (995)

Swap Settlements - Beta

Total Capex Total Professional Fee Monthy Interest Payment

HI ~8 il
4,852 (3,917) 4,100 (126) (4.102) 807
500
(126) 126

(191) (40)

(191) (470)

(142) (525)

TotaJ Cash Flow (Need) Cumulative Cash Flow (Need

(4,857)

19,05

1IeilllJlnlilll..
793 3,843 783 (632) 800 (106) (33) 812

812
(2.034) 2.200 (92) (62) 825

825 4,194

PERL Balance Net Cash Flow PERL Borrov.;ngs PEAO Fundig Cash Swccp Ending BaJance 838 (4,776) 4,900 (81) (88) 793

(115) (43) 4,478

500

4.478 (3,276) 3,400 (92) (3.728) 783

807 (914) 1,000

(92) (75) 4,852
500 (92) (57) 836 500

836 (1.030)

820 2,883

803

839

1.\00
(86) 820 500

3,633 (3.947) 4.000

(70) 3.633
500

(1,111) 1.200 (2,883) 803

500

(1,820) 1,900
(53) 839
500 (89) 830 500

500 (32,482) 5.l,700 (3,610) (18,277) 830

500

PEAO Balance Nct Cash Flow PERL Funding Cash Swccp Ending BaJance
(81) 81

(115) 115

500 (92) 92

500 (106) 106

500 (92) 92

92
500
7.344

2~0 (2.095) 3,610 (1,265)

50
7.106 7.106

50

500
7.344

500
7.344

500 7.344

500 7.576

500 7.576

500
7.576

500

500
7.576
(58) 7.633 7,633

500
7,633

500
7,633

~500
7.344 7.344

Beta Earn Out Segregated Funds AERA Restricte Cash Contribution Noble Restricted Cash Contribution Ending Balance
7,106

(238) 7,344
36

7.344
36

(231) 7.576
36 36 36

7.576
36

7,576
36

7.576
36

7,633

7.633

7,633

(6,300) (1,333) 7,633

AK Segregated Funds Restricted Cash Contributions Ending Balance

36
36

36
36

36

36

36

36

36

36

36

36

36

36

36

36

36

36

(36) 36

PERL borrwinzs net or sweep

4,812

(43)

(328)

767

2,138

(75)

(2)

943

1.014

(70)

1,117

1,147

1,811

35.158

20D

6115/2009

Professional Fee Summar

Pacific Energy Resources, Ltd. Revised DIP Professional Fee Summary (liS $', II thousands)

March

April

May

June

July
AU2ust

September
Success Fee

Total

"--i~h.u.,..
3.000
100
100
16 15

Debtor Professionals Albrecht

30
15 150 13 15

DeGolyer and MacNaughton

Devlin Jensen
100
150 563

Hartg Rhodes
263

60 45

nB Auditors

Lazd
214
178

Meyers, Norrs, Penney

98
53
15

100 134

100 80

2,300
350

Milstream Energy LLC

Netherland Sewell

206
50

27 35 38 324 40 437 252 246

411

50 98 1,327 382 398

Omni Management Pachulski Stang Ziehl & Jones LLP Rutan & Tucker LLP Schully, Robert Zolfo Cooper
72 462

20 360 80 80 450
400
1,723

1,250

Creditor Professionals Andrews Kurt LLP

153

219
1,193

257
15 5 5

20 436
25 82 25 25 150 160

26 250

20 250

Bingham Birch, Horton, Bitter and Cherot Reed Ferrl Skadden

2 23 196

Unsecured Professionals

256

232 336
30 100

27 98 660 752

Other
75
75
143

US Trustee

Contingency Fee

18 125

ff~~~-'.'j',- .
50
18 15 15

EW::mi.
50 20

937 2,399 2,891

1,884

100~~
20
15

30 78

50 675 660 ~

-100
100

6,900

Debtor Professionals
20
15

Albrecht
20

3,000
100 110

DeGolyer and MacNaughton

Devlin Jensen

Hartg Rhodes
75 100 65

JI Auditors

Lad
67 34
57
15 13

6 15 75 100

100
100 65

80 150 563
65 20 22

2,300
234 335 50 350
20 400
7 124

Meyers, Norris, Penney Milstream Energy LLC

Netherland Sewell

63 67 28 22 16

398
124 109

20 316

20 450
100 100

450
100 100

2,400 635
100 100
651

Omni Management Pachulski Stang Ziehl & Jones LLP Rutan & Tucker LLP Schully, Robert Zolfo Cooper
444
116 120 411
6 78

22 253 62 89 308

450 20 250

400
20 250

400 20 250

133 33 33 133

2,547
7 83
171

1,250

Creditor Professionals
257
20 186
5

250
5

1,526 32

22

131

Andrews Kurth LLP Bingham Birch, Horton, Bitter and Cherot Reed Ferrl Skadden
5 i 196 170

82

25 150

25 150

50

Unsecured Professionals

222

25 82 200

200

200

25 150 200

860 1,200

Other

US Trustee

18 10

10 10 10 10 10 78

Contingency Fee

~~ -- ~

1,929 -L 2,155 ~ ~ ~
30f3

100~~~~~

6.900

6/15/2009

Exhibit B

(attach Appendix A to Credit Agreement)

A17038349. J 2

APPENDIX A TO SENIOR SECURD SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AND

GUARTY AGREEMENT

Commitments and Pro Rata Shares

PERL Term

Lender

PEAO Term Loan

PEAO Term

Revolving Loan

Revolving Facilty

PERL Term Loan Commitment

Pro Rata Share

58.204160270%
$47,887,854.43
15.463436450%

Commitment
50.000000000%
$22,000,000.00
N/A

Pro Rata Share

Commitment

Pro Rata Share

50.000000000%
N/A

1. Aron & Company

$23,503,439.32
$6,244,294.88

Field Point I, Ltd N/A

$4,219,397.62
10.448959920%
$1,183,123.71
1.235306660% N/A 11.71778439%

N/A
$35,481,939.66

N/A N/A
N/A
$950,049.43

Field Point II, Ltd

N/A

37.04690896%

N/A N/A
2.159203250%

SPF CDO 1, Ltd

SPCP Group II LLC

$6,413,897.99
$40,381,029.81

N/A
15.883443340%

N/A
$11,222,791.06
$95,775,708.86
100.000000000%

N/A

SPCP Group, LLC

$21,049,950.57 $44,000,000.00

47.84079675%
100.000000000%

Total:

100.000000000%

N73057375.1

Exhibit C

SCHEDULE 4.7 TO SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT
Other Obligations and Restrictions

Pacific Energy Alaska Operating LLC has failed to pay certain joint interest bilings to Chevron. Chevron has the right under the joint operating agreement to place a lien on Pacific Energy production ifitsjoint interest billings are not paid on time. Alaska Operating LLC's share of which is to offset Chevron has exercised, and continues to exercise, this right, the effect of Pacific Energy Alaska Operating LLC's share of production to reduce the joint interest bilings owed by Pacific Energy Alaska Operating LLC to Chevron.
As of

May 15,2009, the estimated Marathon Spurr Platform abandonment liability ofPEAO was

approximately $7 millon to $11 milion.

A/7038349,12

Exhibit D

SCHEDULE 4.24 TO SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT

Marketing Arrangements
PEAO has failed to pay certain joint interest bilings to Chevron. Chevron has the right under the
joint operating agreement to place a lien on PEAO's share of production if its

joint interest

bilings are not paid on time. Chevron has exercised, and continues to exercise, this right, the production to reduce the joint interest billngs owed which is to offset PEAO's share of effect of by PEAO to Chevron.
Oil sales contracts entered into after the Petition Date:
. PEAO and Tesoro Refining and Marketing, dated March 13, 2009 for marketing

of crude oil in Alaska;

. PERL and ConocoPhilips Company, dated April 1, 2009, for marketing of crude oil for the Beta Field; and
. PERL and Chevron Products Company, dated May 6, 2009, for one-time spot

marketing of crude oil in Alaska out of shut-down Cook Inlet Pipe Line Company facilities.

A/73038349.12

Exhibit E
SCHEDULE 4.26 TO SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT

Operation of Oil and Gas Properties

As of May 15, 2009, the following Alaska operated wells are shut down or significantly curtailed due to various mechanical issues:
. West McArthur River 5 and 6; and
. Redoubt Unit 1 and 7.

the Mt . Redoubt volcano on Cook Inlet Pipe Line Company facilties. Operated wells have limited production. storage available which, when full, wil cause further shut-in of
As of May 15,2009, the Chevron-operated production is shut-in due to the impact of

A/7038349.12