0001019687-08-000535 Sample Contracts

Pacific Energy Resources LTDR E C I T A L S (February 12th, 2008)
Pacific Energy Resources LTDRECITALS (February 12th, 2008)
Pacific Energy Resources LTDAMENDMENT NO. 1 TO ASSET SALES AGREEMENT ------------------------ (February 12th, 2008)
Pacific Energy Resources LTDEXECUTION VERSION FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of August 24, 2007, (February 12th, 2008)
Pacific Energy Resources LTDBACKGROUND ---------- (February 12th, 2008)
Pacific Energy Resources LTDMADE BY (February 12th, 2008)
Pacific Energy Resources LTDFebruary 15, 2007 SWEPI LP 200 North Dairy Ashford Houston, Texas 77079 Attention: Mr. Spencer Cearley Onshore Land Wolverine Gas and Oil Corporation Richard D. Moritz, Vice President - Land One Riverfront Plaza - 55 Campau NW Grand Rapids, Michigan ... (February 12th, 2008)
Pacific Energy Resources LTDR E C I T A L S --------------- (February 12th, 2008)
Pacific Energy Resources LTDEXHIBIT 4.29 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON ... (February 12th, 2008)
Pacific Energy Resources LTDEXHIBIT 4.26 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ISSUED PURSUANT TO REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). AS SUCH, THE SECURITIES REPRESENTED BY THIS WARRANT ... (February 12th, 2008)
Pacific Energy Resources LTDMADE BY (February 12th, 2008)
Pacific Energy Resources LTDJune 29, 2006 (February 12th, 2008)
Pacific Energy Resources LTDFIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (February 12th, 2008)
Pacific Energy Resources LTDSCHEDULE to the ISDA MASTER AGREEMENT dated as of August 27, 2007 between J. ARON & COMPANY, a general partnership organized under the laws of the State of New York ("Aron"), and (February 12th, 2008)
Pacific Energy Resources LTDMASTER AGREEMENT dated as of August 27, 2007 between J. ARON & COMPANY PACIFIC ENERGY ALASKA and OPERATING, LLC (February 12th, 2008)
Pacific Energy Resources LTDEXHIBIT 10.78 OVERRIDING ROYALTY AGREEMENT ---------------------------- THIS AGREEMENT is dated the 16th day of February, 2007, by and between FOREST ALASKA OPERATING, LLC, a Delaware limited liability company ("Forest") and PIONEER NATURAL RESOURCES ... (February 12th, 2008)
Pacific Energy Resources LTDEXHIBIT 4.23 PACIFIC ENERGY RESOURCES LTD. 111 West Ocean Boulevard, Suite 1240 Long Beach, California 90802 SUBSCRIPTION AGREEMENT FOR UNITS (NON-U.S./NON- CANADIAN RESIDENTS) TO: Pacific Energy Resources Ltd. (the "Corporation") The undersigned (the ... (February 12th, 2008)
Pacific Energy Resources LTDISDA (R) (February 12th, 2008)
Pacific Energy Resources LTDEXHIBIT 10.53 IRREVOCABLE PROXY This proxy is delivered in accordance with Section 3 of a certain Escrow Agreement by and among the Company, Forest and U.S. Bank National Association dated August 24, 2007 (the "Escrow Agreement"). For good and valuable ... (February 12th, 2008)

This proxy is delivered in accordance with Section 3 of a certain Escrow Agreement by and among the Company, Forest and U.S. Bank National Association dated August 24, 2007 (the "Escrow Agreement").

Pacific Energy Resources LTDPLEASE PRINT ALL INFORMATION (OTHER THAN SIGNATURES), AS APPLICABLE, IN THE SPACE PROVIDED BELOW (February 12th, 2008)
Pacific Energy Resources LTDRECITALS (February 12th, 2008)
Pacific Energy Resources LTDEXHIBIT 4.21 PACIFIC ENERGY RESOURCES LTD. 111 West Ocean Boulevard, Suite 1240 Long Beach, California 90802 UNIT SUBSCRIPTION AGREEMENT (U.S. RESIDENTS) TO: Pacific Energy Resources Ltd. (the "CORPORATION") The undersigned (the "SUBSCRIBER") hereby ... (February 12th, 2008)
Pacific Energy Resources LTDAMENDMENT --------- (February 12th, 2008)
Pacific Energy Resources LTDSWEPI LP P.O. BOX 576 HOUSTON, TX 77001 October 31, 2006 Pacific Energy Resources Limited Vladimir Katic, Chairman & CEO 1065 West Pier E Street Long Beach, CA 90802 Wolverine Gas and Oil Corporation Richard D. Moritz, Vice President - Land One ... (February 12th, 2008)

RE: FIRST AMENDMENT TO PARTICIPATION AGREEMENT SECOND TEST WELL OBLIGATION EXTENTION GREEN RIVER BASIN, WYOMING CONTRACT #: C-WY-035-05-100

Pacific Energy Resources LTDEXHIBIT 4.16 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON ... (February 12th, 2008)
Pacific Energy Resources LTDJuly 31, 2007 Dear Mr. Katic, Reference is made to that certain Asset Sales Agreement between Pacific Energy Resources Ltd. ("PERL") and Forest Oil Corporation ("Forest") dated the 24th of May, 2007, as amended on July 31, 2007 (the "ASA"). Paragraph ... (February 12th, 2008)

Reference is made to that certain Asset Sales Agreement between Pacific Energy Resources Ltd. ("PERL") and Forest Oil Corporation ("Forest") dated the 24th of May, 2007, as amended on July 31, 2007 (the "ASA"). Paragraph 2(e) of the ASA provides that PERL shall purchase all of the stock in the Cook Inlet Pipe Line Company ("CIPL") owned by Forest. Exhibit A-4 of the ASA specifies the sale of such stock shall include 16,000 shares of CIPL stock ("Forest CIPL Shares") currently held by Forest and 4,000 shares of CIPL stock ("MPLC CIPL Shares"; and collectively with the Forest CIPL Shares, the "CIPL Shares") to be acquired by Forest from Mobil Pipe Line Company ("MPLC") at a date to be determined. This Letter Agreement serves to notify PERL of Forest's purchase of the MPLC CIPL Shares and, upon your acknowledgement and agreement below, shall establish the procedure for effecting the transfer of all of the CIPL Shares to PERL (or its assignee) pursuant to the ASA.

Pacific Energy Resources LTDRECITALS (February 12th, 2008)
Pacific Energy Resources LTDEXECUTION VERSION SILVER POINT FINANCE, LLC J. ARON & COMPANY Two Greenwich Plaza 85 Broad Street Greenwich, Connecticut 06830 New York, New York 10044 August 24, 2007 Pacific Energy Resources Ltd. 111 West Ocean Blvd., Suite 1240 Long Beach, California ... (February 12th, 2008)
Pacific Energy Resources LTDWITNESSETH (February 12th, 2008)
Pacific Energy Resources LTDExhibit 10.35 FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this "AMENDMENT"), dated as of May 24, 2007, is entered into by and among PACIFIC ENERGY RESOURCES LTD., a Delaware corporation ... (February 12th, 2008)
Pacific Energy Resources LTDRECITALS (February 12th, 2008)
Pacific Energy Resources LTDFROM PACIFIC ENERGY RESOURCES LTD. (Organizational I.D. Number 3794132) TO CHICAGO TITLE COMPANY, a California corporation, TRUSTEE (February 12th, 2008)
Pacific Energy Resources LTDRECITALS: (February 12th, 2008)
Pacific Energy Resources LTDEXHIBIT 10.9 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------------- This First Amendment to the Employment Agreement ("First Amendment") is made and entered into as of December 10, 2007 to amend that certain Employment Agreement ... (February 12th, 2008)
Pacific Energy Resources LTDMADE BY (February 12th, 2008)