EXHIBIT 4.11 PACIFIC ENERGY RESOURCES LTD. 1065 West Pier E St. Long Beach, California 90802-1015 UNIT SUBSCRIPTION AGREEMENT (U.S. RESIDENTS) TO: Pacific Energy Resources Ltd. (the "CORPORATION") AND TO: Energy Capital Solutions, LP (the "PLACEMENT...Pacific Energy Resources LTD • February 12th, 2008 • California
PLEASE PRINT ALL INFORMATION (OTHER THAN SIGNATURES), AS APPLICABLE, IN THE SPACE PROVIDED BELOWPacific Energy Resources LTD • February 12th, 2008 • California
EXHIBIT 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...Employment Agreement • February 12th, 2008 • Pacific Energy Resources LTD
EXHIBIT 10.12 PARTICIPATION AGREEMENT PACIFIC CREEK PROSPECT GREEN RIVER BASIN, WYOMING TABLE OF CONTENTS ARTICLE 1 - DEFINITIONS, EXHIBITS, AND REPRESENTATIONS AND WARRANTIES.........1 ARTICLE 2 - TITLE...Participation Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Texas
EXHIBIT 10.15 SECURITIES PURCHASE AGREEMENT ----------------------------- LAURUS MASTER FUND, LTD. CARNEROS ACQUISITION CORP. GOTLAND OIL, INC.Securities Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 2.4 PURCHASE AND SALE AGREEMENT BY AND BETWEEN NOBLE ENERGY, INC.Purchase and Sale Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("AGREEMENT") is made and entered into effective as of the Closing. At the Closing, the Company will issue shares of Common Stock and Subscriber Warrants to the Subscribers...Registration Rights Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 10.81 A CONFORMED VERSION OF THE UNIT OPERATING AGREEMENT TRADING BAY UNIT COOK INLET, ALASKAOperating Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Alaska
EXHIBIT 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...Pacific Energy Resources LTD • February 12th, 2008 • California
EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made this 11 day of August 2006, between PACIFIC ENERGY RESOURCES LTD., a Delaware corporation ("PERL" or the "COMPANY"), and JEEVAN P. ANAND ("EMPLOYEE") (collectively...Indemnification Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Delaware
SCHEDULE TO THE ISDA MASTER AGREEMENT DATED AS OF NOVEMBER 30, 2006 BETWEEN J. ARON & COMPANY, A GENERAL PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK ("ARON"), ANDMaster Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT dated as of August 24, 2007, PACIFIC ENERGY ALASKA OPERATING LLC, as the Borrower,Credit Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 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...Pacific Energy Resources LTD • February 12th, 2008 • California
EXHIBIT 2.5 PURCHASE AND SALE AGREEMENT BY AND BETWEENPurchase and Sale Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 4.20 PACIFIC ENERGY RESOURCES LTD. 111 West Ocean Boulevard, Suite 1240 Long Beach, California 90802 SUBSCRIPTION AGREEMENT FOR UNITS (U.S. RESIDENTS) TO: Pacific Energy Resources Ltd. (the "CORPORATION") The undersigned (the "SUBSCRIBER")...Pacific Energy Resources LTD • February 12th, 2008 • California
BETWEENPledge and Security Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 10.11 FIRST AMENDMENT TO CONSULTING AGREEMENT --------------------------------------- This First Amendment to the Consulting Agreement ("Second Amendment") is made and entered into as of December 10, 2007 to amend that certain Consulting...Consulting Agreement • February 12th, 2008 • Pacific Energy Resources LTD
EXHIBIT 4.14 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...Pacific Energy Resources LTD • February 12th, 2008 • California
PLEASE PRINT ALL INFORMATION (OTHER THAN SIGNATURES), AS APPLICABLE, IN THE SPACE PROVIDED BELOWPacific Energy Resources LTD • February 12th, 2008 • California
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 30th day of July 2005, between PACIFIC ENERGY RESOURCES LTD., a Delaware corporation ("PERL" or the "Company"), and DARREN KATIC ("Employee") (collectively the...Employment Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 4.10 PACIFIC ENERGY RESOURCES LTD. 1065 West Pier E St. Long Beach, California 90802-1015 UNIT SUBSCRIPTION AGREEMENT (U.S. RESIDENTS) TO: Pacific Energy Resources Ltd. (the "CORPORATION") AND TO: Energy Capital Solutions, LP (the "PLACEMENT...Pacific Energy Resources LTD • February 12th, 2008 • California
EXHIBIT 10.85 THIRD AMENDMENT TO SPACE LEASE Carr-Gottstein Building Forest Oil Corporation This Third Amendment to Space Lease, dated this 14 day of August, 2007, between WHALE BUILDING, LLC, a Delaware Limited Liability Company successor in interest...Pacific Energy Resources LTD • February 12th, 2008
ISDA(R) International Swap Dealers Association. Inc. MASTER AGREEMENT dated as of November 30, 2006 BETWEEN J. ARON & COMPANY PACIFIC ENERGY RESOURCES LTD. ANDPacific Energy Resources LTD • February 12th, 2008
EXHIBIT 4.17 WARRANT PURCHASE AGREEMENT BY AND BETWEEN PACIFIC ENERGY RESOURCES LTD.Warrant Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN PACIFIC ENERGY RESOURCES LTD., GOLDMAN, SACHS & CO., SPCP GROUP, L.L.C.Registration Rights Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 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...Pacific Energy Resources LTD • February 12th, 2008 • California
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXECUTION VERSION SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of August 24, 2007,Guarantee and Collateral Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
RECITALSCredit Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
RECITALSEscrow Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT -----------------------------------------Membership Interest Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTCredit Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 10.84 SECOND AMENDMENT TO SPACE LEASE Carr-Gottstein Building Forest Oil Corporation This Second Amendment to Space Lease, effective as of this first day of June, 2002 (the "Effective Date"), between WHALE BUILDING, LLC, a Delaware Limited...Pacific Energy Resources LTD • February 12th, 2008
