10000017144

ll4 THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD.
, et al., Liquidating Debtors. )

)
Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)
) ) )
Objection Deadline: October 26, 2012 at 4:00 p.m. Hearing Date: November 6, 2012 at 10:00 a.m.
LIQUIDATING DEBTORS MOTION FOR ORDER APPROVING ASSIGNMENT OF ASSETS TO HILCORP ALASKA, LLC AND DISTRIBUTION OF THE PROCEEDS THEREOF Pacific Energy Resources Ltd., Pacific Energy Alaska Holdings, LLC and Pacific Energy Alaska Operating LLC (the "Liquidating Debtors") move this Court for entry of an order approving the assignment of certain assets to Hilcorp Alaska, LLC and the distribution of the proceeds thereof (the "Motion"). 2 In support of the Motion, the Liquidating Debtors represent the following: JURISDICTION 1. This Court has jurisdiction over this Motion under 28 U.S.C. 157 and
1334 and pursuant to the Confirmation Order and the Plan. See Confirmation Order, 13
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).
2 Capitalized terms that are not expressly defined herein shall have the meanings ascribed to such terms in the First Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Lid, et al., as Modified (the "Plan"), as such Plan was confirmed by the Order Confirming First Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd, etal., as Modified [Docket No. 2088] (the "Confirmation Order"), which was entered by the Bankruptcy Court on December 15, 2010.
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(adopting retained jurisdiction under Article XIV of Plan) and Plan XIV(A) (4), (5), (6), (7), (8), (10), (18) and (19). 2. This matter is a core proceeding within the meaning of 28 U.S.C.
157(b)(2) (A), (L), (N) and (0). Venue of this proceeding and this Motion is proper in this District pursuant to 28 U.S.C. 1408 and 1409. 3. requested herein. PRELIMINARY STATEMENT 4. In bankruptcy terms, this case is a success. To date, the Liquidating The Plan and the Confirmation Order provide the bases for the relief
Debtors have sold or abandoned all their assets, confirmed their chapter 11 plan, resolved millions of dollars in claims and have made distributions to general unsecured creditors of up to
53 cents on the dollar depending on the estate. Today, through the diligent efforts of the Plan
Representative and the Supervisory Board, the Liquidating Debtors are in the perhaps unprecedented position of asking the Court to approve a post-confirmation transaction that will enable them to pay all of their allowed general unsecured claims in full-100 cents on the dollarwith some post-confirmation interest. After the transaction closes and the proceeds are distributed to creditors, these cases will be, by and large, fully administered and ready to close. Because the Plan did not contemplate and the Liquidating Debtors could never have foreseen the possibility of a surplus so large that it would enable full payment of allowed claims of unsecured creditors (not to mention the payment of some post-confirmation
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interest), the Liquidating Debtors bring this motion, out of an abundance of caution, pursuant to the Courts authority to enter orders to implement the Plan. BACKGROUND A. General 6. On March 9, 2009 (the "Petition Date"), the Liquidating Debtors and
various affiliated companies (together with the Liquidating Debtors, the "Debtors") commenced these cases by filing voluntary petitions for relief under chapter lithe Bankruptcy Code. No trustee or examiner was appointed, and the Debtors operated their businesses as debtors in possession during their chapter ii cases which were jointly administered for procedural purposes only. 7. Prior to the sale or abandonment of substantially all of their oil production
assets, the Debtors were a group of independent energy companies engaged in the acquisition, development and exploitation of oil and gas properties in the western United States. 8. As of the Petition Date, debtor Pacific Energy Resources Ltd. ("PERL")
owned 100% of the membership interests in debtor Pacific Energy Alaska Holdings, LLC ("PEAH"), and PEAH owned 100% of the membership interests in debtor Pacific Energy Alaska Operating LLC ("PEAO"). PEAH also owned 50% of all issued and outstanding shares (the "CIPL Stock") of Cook Inlet Pipe Line Company ("CIPL") which owns an oil pipeline and terminal facility located in Cook Inlet, Alaska.
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B.
The Abandonment of the Trading Bay Assets. 9. Pre-petition, PEAO shared working interests with Union Oil Company of
California ("Union") in certain oil and gas leases with the State of Alaska located in Trading Bay (the "Trading Bay Assets"). The Trading Bay Assets consist of twelve offshore oil and gas leases with the State of Alaska dating from the early 1960s. The leases cover an area located in Cook Inlet, Alaska. Eleven of the leases were unitized into a single unit commonly referred to as the Trading Bay Unit. The remaining lease stands alone and is commonly referred to as the Trading Bay Field. The Trading Bay Unit consists of approximately 17,859 gross developed acres with four offshore platforms and approximately thirty-one producing wells. The Trading Bay Field consists of approximately 3,280 developed acres with one offshore platform and approximately fifteen producing wells. 10. Union was the designated operator of these properties and the majority
owner of the working interests, with a 53.2% stake in Trading Bay. PEAOs working interest was 46.8%. As the operator at Trading Bay, Union allocated a portion of the oil produced and the costs of production to PEAO based upon its working interest in the underlying assets. PEAOs working interest in Trading Bay was a significant cash drain. As of the Petition Date, Union was asserting in excess of $26 million in claims against PEAO relating to unpaid allocated costs. 11. Immediately post-petition, the production costs allocated to PEAO by
Union continued to mount at a rate of approximately $4.5 million per month (even though production had shut down due to volcanic activity in the area). In addition, many of the Trading Bay oil wells were scheduled to be retired over the next five to ten years, and the Debtors
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estimated that the projected cost of decommissioning the production platforms and the wells (as well as other Trading Bay Assets) would exceed $100 million (of which PEAO would be responsible for 46.8%). 12. Perhaps for the foregoing reasons, together with low oil prices and poor
capital market conditions in 2009, the Debtors were unable to attract a buyer for the Trading Bay Assets, despite a concerted marketing effort which included retaining Lazard Frres & Co., LLC as investment bankers for the express purpose of marketing the Debtors assets in Alaska. Lazard communicated the opportunity to numerous prospective buyers, sent out marketing materials, and coordinated the creation of a data-room for buyers to conduct due diligence on the Debtors assets. By June of 2009, no prospective buyer was willing to commit to purchase the Trading Bay Assets. 13. Uncertain that they would be able to sell the Trading Bay Assets and
mindful of the detriment to the estates from the continuing accrual of production costs, capital expenditures and potential decommissioning costs, on June 16, 2009, the Debtors filed their Alternative Motion for an Order Authorizing Abandonment of Interests in Oil and Gas Properties at Trading Bay, Alaska and Rejection ofExecutory Contracts Relating Thereto (the "Trading Bay Abandonment Motion") [Docket No. 455]. On September 2, 2009, the Court entered an order granting the Trading Bay Abandonment Motion [Docket No. 832] pursuant to
For purposes herein, the term "decommissioning" refers to the process of disassembling an oil and gas drilling and processing platform, plugging and abandoning any oil and gas wells, restoring the surface, and removing all equipment or pipelines associated with such platform or wells in a manner consistent with applicable nonbankruptcy law.
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which PEAO abandoned its interests in the Trading Bay Assets and rejected seven related executory contracts, including two operating agreements with Union.
C. The Abandonment of the CLPL Stock.
14.
As noted above pre-petition, PEAH owned 50% (20,000 shares) of the
issued and outstanding shares of the common stock in CIPL. Union owned the other 50% of the issued and outstanding shares of CIPL s common stock. CIPL owns the Cook Inlet pipeline and Drift River terminal, which transports oil from wells located in or near Cook Inlet, Alaska. The pipeline services provided by CIPL were an integral part of PEAOs operations at Trading Bay. 15. When PEAO discontinued its Trading Bay operations and abandoned or
sold all of its working interest in the oil and gas wells, the Debtors no longer required CIPL to provide transportation services. The declining volume of oil transported through the pipeline, the costs associated with repairs and clean-up occasioned by the volcanic eruption of Mt. Redoubt and the significant future decommissioning obligations associated with CIPLs assets resulted in the asset being a detriment to the estates. Accordingly, on April 30, 2010, PEAH filed its Motion for an OrderAuthorizing Abandonment of Cook Inlet Pipe Line Company Stock [Docket No. 1560], which was granted by order entered on May 24, 2010 [Docket No. 1604].
D. Confirmation of the Plan of Liquidation.
16.
On December 15, 2010, the Court confirmed the First Amended Plan of
Liquidation for Pacific Energy Resources Ltd., et al., as Modified (the "Plan"), which went effective on December 23, 2010 (the "Effective Date"). Pursuant to the Plan, all of the cases were dismissed except for those of the Liquidating Debtors. As to each of the Liquidating
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Debtors, the Plan provided for a liquidation of assets, full payment of administrative and priority claims and projected pro-rata distributions to general unsecured creditors as follows: (a) Class 4 (General Unsecured Claims Against PERL): 8.7%-17.7%; (b) Class 5 (General Unsecured Claims against PEAH): 0%, and (c) Class 6 (General Unsecured Claims against PEAO): 04%. Subordinated claims and equity received nothing under the Plan, and all equity interests in the Debtors were extinguished upon confirmation. Gerald A. Tywoniuk was appointed to act as the Plan Representative, under the supervision of a Supervisory Board. Mr. Ryan Bateman is the sole current member of the Supervisory Board.
E. Plan Distributions.
17.
Since the Effective Date, the Liquidating Debtors have paid the following
claims in full: (a) Allowed Administrative Expenses ($1,811,259); (b) Allowed Tax Claims ($71,169); (c) Allowed Class 1-Priority Non-Tax Claims ($0); (d) Class 2-Allowed Miscellaneous Secured Claims ($0), and (e) Class 3-Allowed Senior Lender Claims ($1,352,704). 18. In addition, on or about October 18, 2011, the Plan Representative made
an initial distribution to holders of Allowed General Unsecured Claims as follows: (a) Class 4General Unsecured Claims Against PERL ($6,055,166 or 40.55%); (b) Class 5-General Unsecured Claims Against PEAH ($0 or 0%), and (c) Class 6-General Unsecured Claims Against PEAO ($0 or 0%). A second distribution was made on or about December 20, 2011 to holders of Allowed General Unsecured Claims in Class 4 ($1,807,886 or 12.11%) and Class 6 ($71,308 or 1.97%).
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F.
Claims Related to the Trading Bay Assets. 19. Prior to confirmation of the Plan, numerous parties asserted claims related
to the Trading Bay Assets: a. Union claimed that PEAO was liable to it for more than $50
million in unreimbursed production costs related to the Trading Bay Assets, which it asserted were secured by a first priority lien on PEAOs working interests and the proceeds of the oil and gas production thereof. It also sought payment, as an expense of administration, of approximately $21.7 million in post-petition operating costs and $200 million for PEAOs alleged share of projected future costs of abandonment and remediation. b. Silver Point Capital, L.P. ("Silver Point"), as administrative agent
for PEAOs secured lenders, asserted claims against PEAO, which it alleged were secured by, among other things, the proceeds of production related to the Trading Bay Assets, as well as PEAIIs fifty-percent interest in the Cook Inlet Pipe Line Company.
C.
The State of Alaska asserted claims against PEAO for remediation
and decommissioning costs of approximately $40 million (Claim 449). d. CIPL asserted claims against PEAH totaling $21.1 million for
rejection damages related to the Cook Inlet Funding Agreement (Claim 489). 20. All of the claims against the Estates related to the Trading Bay Assets
were resolved in the Plan as follows: a. Union received, among other things, certain Lift Proceeds, Tax
Credits, a $100,000.00 cash payment on account of its allowed administrative claim, a Class 5
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General Unsecured Claim for $21.1 million claim against PEAH (for which it would receive no distribution) and a release of the Estates claims against it. In turn, Union waived its right to any further distribution from the Debtors Estates under the Plan. b. The State of Alaska was permitted to retain a $2.86 million royalty
overpayment to apply to PEAOs abandonment, decommissioning and other obligations and received certain allowed administrative claims and a Class 6 General Unsecured Claim for $40 million (Claim 449 as amended by Claim 518) against PEAO (the "Alaska Claim")
C.
CIPL received, among other things, a Class 5 General Unsecured
Claim for $21.1 million (Claim 489) against PEAl-I (the "CIPL Claim") d. the Trading Bay Assets.
G. The Ongoing Obligations With Respect to the Trading Bay Assets.
Silver Point, as Administrative Agent, agreed to release its liens on
21.
Even though the Trading Bay Assets and the CIPL Stock (collectively, the
"Abandoned Assets") had been abandoned, in connection with the settlement of the claims described above, the Plan imposes obligations on both the Debtors and the non-estate Debtors to cooperate with Union and the State of Alaska to formalize their disposition. Specifically, the Plan provides, "The Debtors and the non-estate Debtors shall reasonably cooperate in assisting the State in the administration of the assets located in Alaska that have been abandoned by the Debtors including by way of example, by delivering documents necessary to formalize the legal surrender or transfer and assignment of the debtors oil and gas leases within the State." Plan, Article VI(I)(12), at 49 (emphasis added). With respect to Union, the Plan further provides,
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"PEAO shall execute new mortgages, fixture filings or other similar security agreements and documents with respect to the Trading Bay Unit and Trading Bay Field as Union may reasonably request." Plan, Article VI(I)(7), at 47. 22. To that end, for the last seven months, the Plan Representative and the
Supervisory Board have been in extensive discussions and negotiations with Hilcorp Alaska, LLP ("HAK"), Unions successor, to effectuate the assignment of PEAO s abandoned oil and gas leases in Alaska to HAK. 4 During the course of the negotiations with HAK, and for numerous months prior thereto, several other parties expressed an interest in acquiring PEAOs Trading Bay Assets. As part of responding to these expressions of interest, the Plan Representative or Supervisory Board provided diligence information, participated in meetings, solicited offers, obtained legal advice and assistance and otherwise worked to create value for the liquidating estates by sourcing alternatives to a Union foreclosure, reassignment of the leases to the State of Alaska or a HAK transaction. During this time HAK also brought suit against PEAO in the Superior Court for the State of Alaska, Third Judicial District at Anchorage (Hilcorp Alaska, LLC v. Pacific Energy Alaska Operating LLC, Case No. 3AN-12-07653 CI) (the
"Hilcorp Litigation") to foreclose on liens it holds against certain of the Trading Bay Assets for unpaid production costs. In the end, the Plan Representative and Supervisory Board, after considering legal advice and negotiating heavily with HAK, concluded that they could obtain the highest value by proceeding with an assignment of the Trading Bay Assets to HAK.
"On or about December 31, 2011, HAK closed on its acquisition from Union of all Unions assets in the Cook Inlet. 10
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23.
As a result of the negotiations, PEAO and HAK have entered into the
Letter Agreement dated September 13, 2012 (the "PEAO Agreement") pursuant to which PEAO will assign to HAK all of its right, title and interest in and to the Trading Bay Assets (the "Trading Bay Assignment") and for which HAK will pay PEAO $6.8 million. In addition, HAK will (i) cause the State of Alaska to release the Alaska Claim, (ii) cause CIPL to release the CIPL Claim, (iii) dismiss the Hilcorp Litigation upon closing, and (iv) expand its current financial assurances agreement with the Alaska Department of Natural Resources to incorporate Hilcorps agreement to assume responsibility for PEAOs share of future decommissioning obligations at Trading Bay. 5 24. Because the transportation and pipeline services provided by CIPL are an
integral part of the Trading Bay operations, as a part of the transaction, PEAH will assign its right, title and interest in and to the CIPL Stock to HAK, for which HAK will pay PEAH a fee of $50,000. In addition, flAK will cause CIPL to release the CIPL Claim. The assignment of the CIPL Stock (the "CIPL Assignment" and, collectively with the Trading Bay Assignment, the "Assignments") will be effected pursuant to the Letter Agreement dated as of September 13, 2012 between PEAH and FLAK (the "PEAH Agreement"). 6 25. The fact that the State of Alaska is willing to waive its claim is an
indication of its support for the assignment to flAK. The State of Alaskas Department of Natural Resources ("DNR") has been kept informed by PEAO as to the status of the discussions with flAK and certain other parties. PEAO understands that the State of Alaska has been
A copy of the PEAO Agreement is attached as Exhibit A.
6
copy of the PEAH Agreement is attached as Exhibit B.
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particularly concerned that PEAO assign its interests to a credit-worthy party, one that is a proven operator, both of which criteria HAK meets. HAK was approved by the State of Alaska to operate the interest it acquired from Union, and provided the necessary financial assurances to the State of Alaska in order to secure the lease transfers from Union. Liquidated Debtors understand that HAK has already reached an agreement in principal with the DNR in order to approve transfer of the Trading Bay assets from PEAO to HAK, and HAK has indicated that it has already performed its due diligence of the Trading Bay assets, and subject to other terms and conditions of the PEAO Agreement, stands ready to close on the transaction pending final approval from the DNR and this Court. As to the CIPL Stock, the Regulatory Commission of Alaska has already approved the transfer of Unions fifty percent interest in CIPL to HAK, and the Debtors expect that it will also approve the transfer of its CIPL Stock to HAK as well. RELIEF REQUESTED 26. By this Motion, the Liquidating Debtors move this Court for entry of an
order approving the Trading Bay Assignment and the CIPL Assignment and the distribution of the proceeds as outlined below. BASIS FOR RELIEF A. The Plan Authorizes the Assignment. 27. Notwithstanding the abandonment of the Trading Bay Assets and the
CIPL Stock, the Plan authorizes the assignments to flAK. Upon abandonment abandoned property is no longer part of the bankruptcy estate and is treated as if administration of the asset never occurred. 4 NORTON BANKRUPTCY LAW AND PRACTICE at 74:2 (3d ed. 2008).
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Abandonment is retroactive to the petition date and constitutes a divestiture of the estates interests in the property to the party with a possessory interest in it. See In re Guterl Special Steel Corp., 316 B.R. 843, 861 (Bankr. W.D. Pa. 2004) (abandoned property reverts nunc pro tune to the debtor or the party with possessory right to the property as of the petition date). 28. As a result of the abandonment, the Trading Bay Assets were removed
from PEAOs bankruptcy estate and reverted back to PEAO (all of whose stock was owned by PEAR) and the CIPL Stock reverted back to PEAH (all of whose stock was owned by PERL). As the Trading Bay Assets and the CIPL Stock were no longer property of the estates upon confirmation, they did not revest in PEAO or PEAR, respectively as Liquidating Debtors. Therefore, the proceeds of the assignment of the Trading Bay Assets belong to PEAO, as debtor, and not to PEAO as Liquidating Debtor, and the proceeds of the CIPL Stock belong to PEAH, as debtor, not to PEAH, the Liquidating Debtor. 29. As was noted above, however, notwithstanding the abandonment of the
Trading Bay Assets, the Debtors and the non-estate Debtors (i.e., PEAO and PEAH as debtors) have obligations under the Plan to the State of Alaska to assist in the "administration of assets located in Alaska that have been abandoned by the Debtors including, by way of example, by delivering documents necessary to formalize the legal surrender or transfer and assignment of the Debtors oil and gas leases with Alaska." Plan, Article VI(I)(12), at 49. Similarly, the Plan imposes a duty on PEAO to "execute new mortgages, fixture filings or other similar security agreement and documents with respect to the Trading Bay Unit and Trading Bay Field as Union may reasonably request." Plan, Article VI(I)(8), at 47. Pursuant to the Motion, PEAO and PEAR
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are simply effectuating the transfers to Unions successor (flAK) that are contemplated by the Plan to discharge PEAOs obligations to the State of Alaska, which is facilitating the transaction by agreeing to waive its claim against PEAO. 7 B. The Proposed Distribution of the Proceeds of the Assignments. 30. As was noted above, the proceeds of the Assignments belong not to PEAO
and PEAH as Liquidating Debtors, but rather to PEAO and PEAH as debtors. As such, they are not governed by the terms of the Plan. Nor does the Plan address the disposition of a payment that might be received by the Liquidating Debtors on account of abandoned assets. Nonetheless, as the Plan requires the Liquidating Debtors to cooperate with the State of Alaska to facilitate the transfer of their Alaska oil & gas interests and the consideration to be paid by HAK is being received in connection with those transactions, the Liquidating Debtors believe it is appropriate to distribute the funds to creditors of the Liquidating Debtors estates. Specifically, after the costs of sale and certain expenses of administration, the Liquidating Debtors propose to distribute the net proceeds (the "Net Proceeds") first to pay the principal amount outstanding to Holders of Allowed General Unsecured Claims and then to the payment of some post Effective Date interest at 3.25% (the prime rate at confirmation) in the following order: a. Class 6 (General Unsecured Claims against PEAO). As the
Trading Bay Assets were owned by PEAO and were abandoned to PEAO, it is appropriate to pay
The Plan Representative is also empowered to enter into the Assignments as contemplated by Article VI(I) of the Plan because he has, among others, "the power, subject to the authority of the Supervisory Board, to act as specifically authorized by any other provision of the Plan Plan, Article VI(F), at 41. The Plan also provides, "In managing and administering the Liquidating Debtors, the Plan Representative shall have full power and authority to execute the provisions of this Plan. . . and take other action in the name of and on behalf of the Liquidating Debtors, to the same extent as if the Plan Representative were the sole director, shareholder, officer, manager or member of the Liquidating Debtors under applicable nonbankruptcy law." Plan, Article VI(E), at 38-39.
......
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PEAOs Class 6 General Unsecured Creditors in full with interest first. As the Alaska Claim must be withdrawn and released as a condition to the Trading Bay Assignment, however, no distribution will be made to the State of Alaska on account of the Alaska Claim. b. Class 5 (General Unsecured Claims against PEAR). Before the
Petition Date, PEAR owned all of the membership interests in PEAO. Therefore, prior to the cancellation of the membership interests pursuant to the Plan, a surplus in the PEAO estate after full payment of its creditors would have been upstreamed to PEAH on account of its equity interest, and those funds would have been available to pay PEAHs creditors. 8 Therefore, it is appropriate to pay Class 5 General Unsecured Creditors second. CIPL, however, is the only Class 5 creditor. As HAK must cause CIPL to release the CIPL Claim as a condition to closing, no distributions will be made to any Class 5 creditors as there will be none.
C.
Class 4 (General Unsecured Claims against PERL). Before the
Petition Date, PERL owned all of the membership interests in PEAH. Therefore, prior to the cancellation of the membership interests pursuant to the Plan, any surplus remaining after full payment of its creditors would have been upstreamed to PERL on account of its equity interest in PEAR and those funds would have been available for the payment of claims against PERL. Therefore, it is appropriate to pay Class 4 General Unsecured Creditors in full with interest (as permitted) third. 9
Pursuant to the Termination Agreement and Release of Interests in Stock dated as of April 17, 2012, HAK caused Silver Point, as Administrative Agent on behalf of certain of the Debtors secured lenders, to waive the lenders interests in the CIPL Stock. The specific proposed distribution of the proceeds is disclosed on Exhibit C.
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31.
While the Plan does not provide for post Effective Date interest on general
unsecured claims, that is because, at the time, it was completely unimaginable that the Liquidating Debtors would ever be able to pay general unsecured claims in full, much less provide a return to equity (at least at the PEAO and PEAH levels). 10 In the interest of fairness, however, the Liquidating Debtors intend to pay post-Effective Date interest (to the extent there are sufficient funds to do so) to Holders of Allowed Class 4 (though not as to the Alaska Claim) and 6 Claims at a rate of 3.25%." 32. As is disclosed on Exhibit C, the Liquidating Debtors intend to pay, from
the gross sale proceeds, a bonus of $75,000.00 to Mr. Tywoniuk and $225,000.00 to Mr. Bateman, without whose efforts General Unsecured Creditors in these cases would be getting between 2 cents on the dollar (PEAO) and 53 cents on the dollar (PERL), instead of 100 cents plus interest. While the Liquidating Debtor may have had an obligation to execute certain documents to facilitate the transfers of the Trading Bay Assets, they had no obligation to conduct months of negotiations or develop alternatives in an attempt to monetize those transfers for the benefit of creditors, where the Plan assumed they had no value and specifically declined to impose such an obligation. Specifically, the Plan provides, "Notwithstanding the foregoing,
Specifically, the Plan states, "Nothing in the Plan or the Disclosure Statement shall be deemed to entitled the Holder of a Claim to receive postpetition interest on account of such Claim." Plan, Article V (E), at 35. In the context of an unsecured creditor cramdown, courts have generally held that the appropriate rate of interest is an established risk-free rate, such as the prime rate, at the time of confirmation plus a risk factor to reflect the risk of nonpayment. See In re Westwood Plaza Apartments, 255 B.R. 194,197 (Bankr. E.D. Tex. 2000) (applying the prime rate (6% at the time of plan confirmation) and adding a risk factor to compensate for the risk of nonpayment of 2-2.5%); In re Byrd Foods, Inc., 253 B.R. 196, 204 (Bankr. E.D. Va. 2000) (taking the average of three risk-free rates (the Treasury Note rate, the Inflation Index Treasury rate and the Farm Credit Financial Assistance Corp rate) and adjusting upward 3% for risk of nonpayment). When the Plan was confirmed on December 15, 2010, the prime rate was 3.25%. As interest is being paid retroactively and unexpectedly, there is no risk of nonpayment, and the Liquidating Debtors intend to simply pay interest at the prime rate without enhancement.
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except as otherwise provided in the Plan, the Plan Representative shall not have any responsibility to take any action with respect to assets or property abandoned by the Estates or any assets of property other than the Distributable Assets and property of the Estates vested in the Liquidating Debtors under this Plan, and the Plan Representative shall not be liable as a result of any action taken in accordance with the provisions of this Plan." Plan, Article VI(E), at
33.
The Plan does not specifically speak to the payment of bonuses, so, out of
an abundance of caution, the Liquidating Debtors seek approval for the proposed bonuses in connection with this Motion. With respect to the Plan Representative, the Plan merely requires that the compensation for the initial Plan Representative be disclosed prior to the confirmation hearing. Plan, Article V(E), at 39. With respect to the members of the Supervisory Board, the Plan states, "Members of the Supervisory Board shall not be compensated for their service for the Debtors, aside from reimbursement of reasonable expenses." Id. at 40. 34. Given that Mr. Tywoniuks and Mr. Batemans efforts went far beyond
what was either expected or required of them under the Plan and will result in payment in full to holders of Allowed Class 4 and 6 General Unsecured Claimswith some post Effective Date interestthe Liquidating Debtors submit that the payment of the bonuses is appropriate. Furthermore, as was noted above, as a result of the abandonments, the proceeds of the Assignments are not property of the Liquidating Debtors and are not strictly subject to any restrictions or limitations on compensation that might be set forth in the Plan.
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35.
The Liquidating Debtors submit to the Court that the proposed allocation
of the Net Proceeds is reasonable for the reasons set forth herein. See In re F.A. Potts & Co., Inc., 23 B.R. 575, 578-79 (Bankr. E.D. Pa. 1982) (approving allocation of proceeds from asset sale based on debtor representatives business judgment). NOTICE 36. The Liquidating Debtors will serve copies of this Motion on (a) the Office
of the United States Trustee; (b) parties requesting notice pursuant to Bankruptcy Rule 2002; (c) all creditors listed on the master creditor matrix, and (d) all former interest holders in PERL who held interests as of the record date established for noticing such interest holders in connection with the service of the Plan and Disclosure Statement. 12 The Liquidating Debtors submit that such notice is sufficient and that no further notice is necessary. NO PRIOR REQUEST 37. No prior application for the relief sought herein has been duly made by the
Liquidating Debtors to this or any other Court.
Because the service list was so large (nearly 9,000 parties), the copies of the Motion that were served on parties in interest other than the core service list did not contain copies of Exhibits A, B or D. However, the service copies of the Motion and the Notice of the Motion advised parties in interest that they can obtain copies of Exhibits A, B and D by making a request, in writing, to counsel for the Liquidating Debtors at the address listed in the signature block to the Motion.
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CONCLUSION WHEREFORE, the Liquidating Debtors respectfully request that the Court enter an order approving this Motion in its entirety and granting such other relief as the Court deems just and proper! 3 Dated: October 5, 2012 PACHULSKI STANG ZIEHL & JONES LLP /s/ James E. ONeill Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James E. ONeill (Bar No. 4042) 919 North Market Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ikharaschpszjlaw.com joneill@pszjlaw.com Counsel for the Liquidating Debtors
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A copy of the proposed order is attached as Exhibit D.
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: PACIFIC ENERGY RESOURCES LTD., et al., Liquidating Debtors.
Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

Objection Deadline: October 26, 2012 at 4:00 p.m. Hearing Date: November 6, 2012 at 10:00 a.m.
NOTICE OF LIQUIDATING DEBTORS MOTION FOR ORDER APPROVING ASSIGNMENT OF ASSETS TO HILCORP ALASKA, LLC AND DISTRIBUTION OF PROCEEDS THEREOF To: (a) the Office of the United States Trustee; (b) parties requesting notice pursuant to Bankruptcy Rule 2002; (c) all creditors listed on the master creditor matrix, and (d) former interest holders in Pacific Energy Resources Ltd. Pacific Energy Resources Ltd., Pacific Energy Alaska Operating LLC, and Pacific Energy Alaska Holdings, LLC (the "Liquidating Debtors") have filed the Liquidating Debtors Motion for Order Approving Assignment of Assets to Hilcorp Alaska, LLC and Distribution of Proceeds Thereof (the "Motion") with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court") The Motion seeks an order approving: (i) the transfer of the certain 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 certain assets 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") (collectively, the PEAO Agreement and the PEAH Agreement are, the
DOCS_LA:259008. I 68773-003
"Agreements"). The Motion also seeks approval of the proposed distribution of the proceeds of the assignments as is set forth on Exhibit C to the Motion. Any response or objection to the Motion must be in writing and filed with the Bankruptcy Court on or before October 26, 2012. You must also serve a copy of the response or objection so that it is received not later than 4:00 p.m., October 26, 2012, by counsel to the Liquidating Debtors: (i) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 13th Floor, Los Angeles, California 90067, Attn: Ira D. Kharasch (email: ikharaschpszj law. com ), and (ii) Pachuiski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware 19801, Attn: James A. ONeill (email: joneillpszj law. com ). IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. (Remainder of Page Intentionally Blank)
DOCS_LA:259008. I 68773-003
IF A TIMELY RESPONSE OR OBJECTION IS RECEIVED, A HEARING ON THE MOTION WILL BE HELD ON NOVEMBER 6, 2012, AT 10:00 A.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE, 824 NORTH MARKET STREET, 5TH FLOOR, COURTROOM 5, WILMINGTON, DELAWARE 19801. Dated: October 5, 2012 PACHULSKI STANG ZIEHL & JONES LLP /s/ James E. ONeill Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James E. O"Neill (Bar No. 4042) 919 North Market Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 ikharaschpszjlaw.com Email: joneill@pszjlaw.com Counsel for the Liquidating Debtors
DOCS_LA:259008. I 68773-003
Exhibit A
LPEAO Agreement
DOCS_LA:259002.1 68773-003
HrLconP ALASKA, LLC
I I
September 13, 2012 Pacific Energy Alaska Operating LLC ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802 Attention: Gerald A. Tywoniuk Email: gtywoniuk@pacenergy.com
3800 Centerpoint Drive Suite 100 Anchorage AK 99503 Phone: 907/777-8300 Fax: 907/777-8301
RE: Letter Agreement by and between Pacific Energy Alaska Operating LLC, a Delaware limited liability company ("PEAO"), and Hilcorp Alaska, LLC, a Delaware limited liability company ("HAK"). Gentlemen: 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, Dkt 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 rights 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 "Plan"), Gerald A. Tywoniuk was appointed the plan representative (the Representative"). Pursuant to the Plan and subject to the approval of the Bankruptcy Court, the Plan Representative 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 or HAK. Assignment. Subject to the terms and conditions of this Agreement and in consideration 2. for HAKs payment to PEAO of $6,800,000.00 (the "Fee"), 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) HAK. 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 flAKs 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 "DNR")). 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 PEAO to consummate the transactions contemplated hereby is subject, at the option of PEAO, to the following: (i) flAK 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 HAK shall cause Cook Inlet Pipeline Company ("CIPL") to release the (ii) $21 million claim of CIPL against PEA}1 (as stipulated in the bankruptcy proceedings). 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 PBAO of the written notice contemplated in Section 4(b)(i) and (ii) PEAOs delivery to flAK 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 flAK 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; PEAO shall convey all of its right, title and interest in and to the Assets to (ii) 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) flAK 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 DNR s 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 flAK and PEAO shall each execute and deliver to one another any other (v) 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. Pacific Energy Alaska Operating, LLC; Case No. 3AN-12-07653 CI; In the Superior Court for 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 1-IAK (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 flAK 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, flAK 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 flAK 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. Confidentiality. It is understood and agreed between HAK and PEAO that the 8. terms and existence of this Agreement shall remain confidential by and between flAK 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.
-5-
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) PEAOs 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 manner that complies with this 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: irebrookhilcorp.corn Acknowledgments: Counterparts: Time is of the Essence. Each Party acknowledges and 10. 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 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. 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 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 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.
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Expenses; Waivers; Severability. Each Party will pay its own expenses and costs 12. 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. Amendment; No Third-Party Beneficiaries; Entire Agreement. This Agreement may be 14. amended or modified only by an agreement in writing signed by PEAO and 1-JAK 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
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). 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 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. Specific Performance. Without limitation of any other provision in this Agreement, the 19. 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 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. PEAH Letter Agreement. Contemporaneously with the execution of this Agreement, 21. HAK and Pacific Energy Alaska Holdings, LLC entered into that certain letter agreement of even date herewith (the "PEAR 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.]
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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: 0(on C.lebrook Title: e President Date: PACIFIC ENERGY ALASKA OPERATING LLC
By: Name: Gerald A. Tywoniuk Title: Authorized Representative Date:
By: Name:on C. jebrook Title: Vice President Date: PACIFIC ENERGY ALASKA OPERATING LLC
_ CY. -pi
By: Name: Ge d A. Twoniuk Title: Authorized Representative Date: i ?7-~~ ,
4~
tE ks,
*4: 111 3 illff-1111112111sA *N N W fiel me] 1

Z -
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. 817104 LEASE No. 17579 LESSOR! GRANTOR STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS EFFECTIVE DATE 211/1962 RECORDING DISTRICT BK/PG ANCHORAGE BK 3441 PG 888 LESSOR tNT % 100.00 ROY INT % 12.50 TOTAL ACRES 2,240.00 WORKING INTEREST LEGAL DESCRIPTION
%
46.8% TRADING BAY UNIT, TRACT 2
T. 8 N., R. 13W., SEWARD MERIDIAN, ALASKA
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: W1/2, 320.00 ACRES; SECTION 16: NW1/4, 160.00 ACRES; SECTION 17: ALL, 640.00 ACRES; SECTION 20: N1/2, SW1/4, 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 STRATIGRAPHTC 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: NWI/4, 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.
LESSOR! GRANTOR STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS
EFFECTIVE DATE 3/1/1962
RECORDING DISTRICT
BK/PG
LESSOR INT %
ROY INT %
TOTAL ACRES 4,956.00
WORKING INTEREST
LEGAL DESCRIPTION
%
100.00 12.50 VARIES
TRADING BAY UNIT, TRACT
17594
ANCHORAGE BK3441 PG 719
1.9 N., R. 13W., SEWARD MERIDIAN, ALASKA
As TO A 46.80000% WORKING INTEREST IN 4,956.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS:
SEGMENT A SECTION 16: ALL, SECTION 17: 51/2, SECTION 20: ALL, SECTION 21: ALL, SECTION 29: ALL, SECTION 30: ALL, SECTION 31: ALL, SECTION 32: ALL,
640.00 ACRES; NE1/4, 480.00 ACRES; 640.00 ACRES; 640.00 ACRES; 640.00 ACRES; 637.00 ACRES; 639.00 ACRES; 640.00 ACRES; 10,600 FEET, BELOW THE
PERTAINS TO LAND BELOW GRAYLING GAS SANDS.
SEGMENT I SECTION SECTION SECTION SECTION SECTION
16: W1/2, NEI/4, 480.00 ACRES; 17: S1/2, NEI/4, 480.00 ACRES; 20: W1/2, NE1/4 480.00 ACRES; 30: ALL, 637.00 ACRES; 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 SECTION SECTION
16: W1/2, NE114,480.00 AcRE5; 17: S1/2, NEI14, 480.00 ACRES; 20: W1/2, NEI/4, 480.00 ACRES;
Page 2 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT BK/PG
LESSOR INT %
ROY INT %
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
211/1962
ANCHORAGE BK3441 PG 806
100.00
12.50
640.00
46.8%
TRADING BAY UNIT, TRACT

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 SECTION
1: E1/2, 320.00 ACRES; 12: E1/2, 320.00 ACRES;
817105
18716
9/1/1962
ANCHORAGE BK 3441 PG 582
100.00
12.50
462.50
46.8%
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 UNIT, TRACT 9
T. 8 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 SECTION
3 19: N1/2, SEI14, 462.50 ACRES;
Page 3 of 27
QLS NO.
LEASE
No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR
tNT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
%
PERTAINS TO LAND FROM THE SURFACE TO A DEPTH OF 1,780 FEET MD OR ITS STRATIGRAPHIC EQUIVALENT IN THE TRADING BAY UNIT K2 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, SEI/4, 462.50 ACRES; PERTAINS TO LAND BELOW 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
816473
18729
10/1/1962
100.00
12.50
3,085.00
VARIES
TRADING BAY UNIT, TRACT 10 T. 8 N., R. 13W., SEWARD MERIDIAN, ALASKA As TO A 46.80000% WORKING INTEREST IN 3,085.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT A SECTION 5: ALL, 640.00 ACRES; SECTION 6: ALL, 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, SEI/4, 442.00 ACRES; SECTION 8: S112, 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
LEASE
NO.
No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR INT %
ROY INT %
TOTAL
ACRES
WORKING INTEREST
LEGAL DESCRIPTION
As TO A 50.00% WORKING INTEREST IN 1365.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B SECTION SECTION SECTION
7: W112, SEI14, 442.00 ACRES; 8: S1/2, 320.00 ACRES; 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
10/1/1962
100.00
12.50
2,880.00
VARIES
TRADING BAY UNIT, TRACT 11
AS TO A 46.80000% WORKING INTEREST IN 2,880.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT SECTION SECTION SECTION SECTION SECTION
26: W1/2, 320.00 ACRES; 27: ALL, 640.00 ACRES; 28: ALL, 640.00 ACRES; 33: ALL, 640.00 ACRES; 34: ALL, 640.00 ACRES.
PERTAINS TO LAND BELOW GRAYLING GAS SANDS.
10,600 FEET, BELOW THE
SEGMENT SECTION SECTION SECTION
26: W112,320.00 ACRES; 27: E1/2, 320.00 ACRES; 34: El /2, SWI!4, 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
LESSOR INT %
ROY
INT
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
BK/PG
WELL OR ITS STRATIGRAPHIC EQUIVALENT. As TO A 50.00000% WORKING INTEREST IN 1,120.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT I3 SECTION 26: W1/2, 320.00 ACRES; SECTION 27: E1/2, 320.00 ACRES; SECTION 34: E1/2, SWI!4, 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
10/111962
100.00
12.50
3,840.00
VARIES
TRADING BAY UNIT, TRACT 12 T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA 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: S1/2SE114, NEI/4SE114, 120 ACRES;

SECTION 9: SEI/4SEI/4, W1/2SWI/4, 120 ACRES; SECTION 10: SW1/4NE1/4, SE1/4NW1/4, SW1/4, W1/2SE1/4, 320 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 50.0000% WORKING INTEREST IN 560.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT A, PORTION WITHIN TRADING BAY UNIT SECTION 8: S1/2SEI/4, NEI/4SEI14,120 ACRES; SECTION 9: SEI/4SE1/4, W1/2SW1/4, 120 ACRES; SECTION 10: SWI/4NE1/4, SEI/4NW1/4, SW1/4, W1/2 SE1/4, 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
BK/PG
%
10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC 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 SECTION 8: S1/2SEI/4, NEI/4SEI/4, 120 ACRES; SECTION 9: SEII4SEII4, W1/2SWI/4, 120 ACRES; SECTION 10: SWI/4NEI/4, SEI/4NW1/4, SWI/4, WII2SEI/4, 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
SEGMENT 1, 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, SW1I4, NW1I4SE1I4; 520.00 ACRES; SECTiON 9: N1/2, E1I2SWII4, WII2SEII4, NEI/4SEI/4; 520.00 ACRES SECTION 10: N112N112, SWI/4NW1/4, 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 STRATIGRAPHIC EQUIVALENT.
PORTION OF SEGMENT A, PORTION WITHIN TRADING BAY FIELD SECTION 3: ALL, 640.00 ACRES;
I-page 7 Of 27
QLS
NO.
LEASE
No.
LESSOR! GRANTOR
EFFECTIVE
DATE
RECORDING
DISTRICT BK/PG
LESSOR
INT %
ROY INT
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
%
SECTION SECTION SECTION ACRES; SECTION
4: ALL; 640.00 ACRES; 5: ALL; 640.00 ACRES; 8: N1/2, SWII/4, NWI/4SEI/4; 520.00
9: N 1/2, E1/2SWI/4, W1/2SE1/4, NE1/4SEI/4; 520.00 ACRES SECTION 10: N1/2N1/2, SW1/4NW1/4, SE1/4NEI/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 STRATIGRAPI-IIC EQUIVALENT.
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, NW1/4SE114; 520.00 ACRES; SECTION 9: N112, E1/2SWI/4, W1/2SEI/4, NEI/4SEI/4; 520.00 ACRES SECTION 10: 1\11/2141/2, SWI/4NWI/4, SEI/4NEI/4, E1/2SEI/4; 320.00 ACRES PERTAINS TO LAND BELOW THE GRAYLING GAS SANDS OR BELOW 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
817106
18758
9/1/1962
100.00
12.50
480.00
46.8%
SEGMENT 3 SECTION 25: E112, 320.00 ACRES; SECTION 36: NEI/4, 160.00 ACRES;
Page 8of27
QLS NO.
LEASE
No.
LESSOR! GRANTOR
EFFECTIVE DATE
RECORDING
DISTRICT
LESSOR INT%
ROY INT%
TOTAL
ACRES
WORKING INTEREST
LEGAL DESCRIPTION
BK/PG
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: NEI/4, 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 STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS 9/1/1962 ANCHORAGE BK3441 PG 609 100.00 12.50 1,1600.00 46.8% TRADING BAY UNIT, TRACT 14 T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA As TO A 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 STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS 9/1/1962 ANCHORAGE BK 3441 PG 409 100.00 12.50 796.00 VARIES TRADING BAY UNIT, TRACT 17 T. 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: SEGMENT 2 SECTION 18: SEI/4, 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 ITS 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: SE1/4, 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 ALASKA, DNR, DIVISION OF OIL AND GAS
7/1/1963
ANCHORAGE 6 3441 PG 652
100.00
12.50
160.00
46.8%
TRADING BAY UNIT, TRACT 18 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 TO THE TOP OF THE GRAYLING GAS SANDS ORTOA 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: SE1I4, 160.00 ACRES; PERTAINS 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.
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 BK/PG ANCHORAGE BK 2574 PG 560 LESSOR INT % 100.00 TOTAL ACRES 12.1 WORKING INTEREST % 100.0% LEGAL DESCRIPTION
STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
A PRIVATE NON-EXCLUSIVE RIGHT-OF-WAY FORA PORTION OF AN 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 4158" 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 TB AND 9N, RI4W, SM, N 89 DEGREES 4158" E A DISTANCE OF 145 FEET TO A POINT; THENCE N 01 DEGREES 07 42W A DISTANCE OF 1320 FEET TO A POINT; THENCE S 88 DEGREES 5218" WA DISTANCE OF 400 FEET TO A POINT; THENCE S 01 DEGREES 0742" 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
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
50.0% CONTRACTUAL
T8N, R14W, SM, AK SECTION 6: A PARCEL OF LAND LYING WITHIN THE SE/4 OF SECTION
Page 12 of 27
QLS NO.
LEASE
GRANTOR INC
No.
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, T8N, RI4W, 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 0218" 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 NE/4 SECTION 06, T8N, 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.
LEASE
No.
GRANTOR STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
793928
33047
RECORDING DISTRICT BK! PG NONE
LESSOR INT%
TOTAL
ACRES
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 2931" 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 56 01", 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 4457", AND AN ARC LENGTH OF 152.64 FEET, TO THE POINT OF TANGENCY; THENCE, S. 51 DEGREES 11 19W., FORA DISTANCE OF 646.89 FEET TO A POINT OF CURVATURE; THENCE, SOUTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A RADIUS OF
100.00
326.50
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 5651", AND AN ARC LENGTH OF 519.02 FEET TO A POINT OF TANGENCY; THENCE, S. 53 DEGREES 2504" 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 I 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 1303" 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 47 37", AND AN ARC LENGTH OF 680.12 FEET TO THE POINT OF TANGENCY; THENCE, S.44 DEGREES 2526" 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 1147", AND AN cularly described as follows: Beginning at U.S.L.M. 4566, U.S.L.M. 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 Page 15 of 27
QLS
NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING INTEREST %
LEGAL DESCRIPTION
LEFT HAVING A RADIUS OF 1200.00 FEET, A CENTRAL ANGLE OF 20 DEGREES 21 - 12", AND AN ARC LENGTH OF 426.28 FEET TO THE POINT OF TANGENCY; THENCE, S. 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 17 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 4910" W., FORA 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, S.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 5256", AND AN ARC LENGTH OF 513.32 FEET TO THE POINT OF TANGENCY; THENCE, S. 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 2456, 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 2542" 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
TOTAL
ACRES
INT %
WORKING INTEREST %
LEGAL DESCRIPTION
RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF 3 DEGREES 37 50, AND AN ARC LENGTH OF 31683 FEET TO THE POINT OF TANGENCY; THENCE, S. 53 DEGREES 0332" 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 01 , 58" 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 4141" 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 37 13", AND AN ARC LENGTH OF 266.00 FEET TO THE POINT OF TANGENCY; THENCE, S. 43 DEGREES 0428" 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 1417", 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 49 15", AND AN ARC LENGTH OF 246.16 FEET TO THE POINT OF TANGENCY; THENCE, S. 49 DEGREES 29 39" W., FOR A 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 82,346; 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 B 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 CENTERLINE-AND 12,563.10 FEET IN LENGTH, OCCUPYING
QLS
LEASE GRANTOR
NO.
No.
EFFECTIVE RECORDING LESSOR TOTAL WORKING DATE DISTRICT INT % ACRES INTEREST % BK/PG
LEGAL DESCRIPTION
APPROXIMATELY 28.95 ACRES AND CONTAINING ONE 16 INCH OUTFALL PIPELINE. WITHIN: SECTION(S) 3, 4, 5 793929 32916 7/22/1996 ANCHORAGE 100.0 MISC BK 167 PG 462 210.0 50% TOWNSHIP 8 NORTH
RANGE 14 WEST
MERIDIAN
SEWARD A PRIVATE RIGHT-OF-WAY 100 FEET IN WIDTH - EXTENDING 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. WIThIN: SECTION(S) TOWNSHIP 8 NORTH 9NORTH 9 NORTH RANGE 14 WEST 13 WEST 14 WEST MERIDIAN SEWARD SEWARD SEWARD 3,4,5 29,31,32 35, 36
10/21/1968
MISC BK 167 PG 466
71.51
PURPOSE: PIPELINE ROW FROM TBPF TO GRAYLING PLATFORM MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT W.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 S 32 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 24 23" 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. #0; THENCE, N Page 18 of 27
QLS NO.
LEASE
GRANTOR
No.
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 #G; 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 4052.4" E., 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 5721.3" E., 225.42 FEET TO PT #0; 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 1436.9" E., 2,806.91 FEET TO PT. #S; THENCE, N 75 DEGREES 0921.6 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 30 17.9" E., 427.60 FEET TO PT. #M; THENCE, N 73 DEGREES 5357.2" E., 794.64 FEET TO PT. #BB; THENCE, N 76 DEGREES 4049.2" E., 598.91 FEET TO PT. #CC; THENCE, N 70 DEGREES 0826.0" 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 1943.5" E., 1,082.26 FEET TOPT. #FF; THENCE, N 71 DEGREES 1541.9" 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" 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 5901.5" 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 30 16.2" E., 592.48 FEET TO PT. #00; THENCE, N 35 DEGREES 3722.4" E., 872.74 FEET TO PT. #PP; THENCE, N 21 DEGREES 0612.5" E., 593.89 FEET TO THE GRAYLING PLATFORM AND END OF SAID RIGHT-OF-WAY, Page 19 of 27
QLS NO. 794831
LEASE No. 35400
GRANTOR
EFFECTIVE DATE
STATE OF ALASKA, DNR, DIVISION OF LAND, MINING &WATER
RECORDING DISTRICT BK/PG ANCHORAGE BK 3502 PG 993
LESSOR INT 100.00
TOTAL ACRES 63.52
WORKING INTEREST % 100.0% CONTRACTUAL INTEREST 46.8%
LEGAL DESCRIPTION
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 VNO 8 -INCH OIL PIPELINES AND A 4-INCH GAS PIPELINE. WITHIN: SECTION(S) OWNSHIP RANGE MERIDIAN 6 8 NORTH 13 WEST SEWARD 1, 2, 3, 4,5 8 NORTH 14 WEST SEWARD
PURPOSE: THREE PIPELINES FROM THE DOLLY VARDEN PLATFORM TO TBPF MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT W.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 10 E., 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 0442" 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 Page 20 of 27
QLS NO.
LEASE No.
EFFEC DATE
DISTRICT Bk! PG
LESSOR INT %
TOTAL WORKING ACRES INTEREST %
LEGAL
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 10 , 36" 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., 1,125.32 FEET TO PT. #303; THENCE, $80 DEGREES 2823" E., 543.98 FEET TO PT. #288; THENCE, S 71 DEGREES 17 34" E., 633.05 FEET TO PT. #272; THENCE, S27 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 2924" 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., 372.29 FEET TO PT. #190; THENCE, S 62 DEGREES 41 16" E., 381.65 FEET TO PT. #180; THENCE, S 68 DEGREES 4722" E., 737.43 FEET TO THE DOLLY VARDEN PLATFORM AND END OF SAID RIGHT-OF-WAY, CONTAINING 63.52 ACRES, MORE OR LESS. 34813 STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER ANCHORAGE BK 3215 PG 672 100.00 100.0% CONTRACTUAL INTEREST 46.8%
I I I I I
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 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 SEWARD SEWARD SEWARD
PURPOSE: PIPELINES FROM KING SALMON PLATFORM TO TBPF MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ATW.C.M.C. NO 2 OF U.S. SURVEY NO. 4520, A 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 4652.93"; THENCE, ALONG TRUE BEARINGS AND DISTANCES S 32 DEGREES 4710.9" 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 535.0" 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 55 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 3854.5" 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 5351.0" 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 221.7" 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 146.4" E, 3,899.65 FEET TO PT. #T; THENCE, N 60 DEGREES 13 6.2" E, 393.00 FEET TO PT. #U; THENCE, N 49 DEGREES 32 49.2" E, 330.24 FEET TO PT. #V; THENCE, N 34 DEGREES 412.1 " 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
QLS
NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
LESSOR INT %
TOTAL ACRES
WORKING
INTEREST
LEGAL DESCRIPTION
793984
221085
5/10/1988
KENAI BOOK 332 PG 379
100.00
47.4
100.00 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) ,3,4,5 31,32, 33 6 TOWNSHIP 8 NORTH 9 NORTH 9 NORTH RANGE 14 WEST 13 WEST 14 WEST MERIDIAN SEWARD SEWARD SEWARD
761 32549
I /23/002
2005-0133920
100. CONTRACTUAL "KNOWN AS ATS 657: A PARCEL OF LAND LYING WITHIN PROTRACTED SECTIONS 32 AND 33, T9N, RI 4W, AND SECTION INTEREST 5, T8N, RI4W, SEWARD MERIDIAN, ALASKA, TO BE 468! 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 44 40" 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. lAND 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 Page 23 ot27
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 Pt.xr 2002-132. THE TOTAL ACRES FOR BOTH ATSs Is 170.2 ACRES.
PURPOSE: TIDELAND LEASE FOR TRADING BAY PRODUCTION FACILITY AND BARGE LANDING
793933
NA
BIA/RIGHTOF WAY/ JOSEPH MOSQUITO
8/11/1986
BK1487PG 675
100.00
1.13
CONTRACTUAL INTEREST 468% 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
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 BKIPG LESSOR INT % ROY INT
TOTAL
ACRES
INTEREST
LEGAL DESCRIPTION
795165
NA
MARATHON OIL COMPANY
12/26/1990
NA
NA
319.99
50.00
E12 SECTION 36, T9N, R15W, 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 06, T8N, RI4W, 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 AOL 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
6/19/1974
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 NW14 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, TSN, 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 5020" 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 1030" E 330.00 FEET ALONG LINE
Page 25 of 27
QLS
NO.
LEASE
No.
LESSOR!
GRANTOR
EFFECTIVE
DATE
RECORDING
DISTRICT BK/PG
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 1520" 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 45 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. 2. 3. 4. 5. 6. 7. 8. 9. QLS 819554 -TRADING BAY UNIT JOINT OPERATING AGREEMENT, DATED FEBRUARY 27, 1967 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 QLS 826069 - TRADING BAY COOK INLET PIPE LINE COMPANY FACILITY USE AGREEMENT, DATED JANUARY 1, 1985 QLS 833489 - AMENDED AND RESTATED TRADING BAY FACILITIES AGREEMENT, DATED SEPTEMBER 1, 2009 OILS 823468 - TRADING BAY FIELD JOINT OPERATING AGREEMENT, DATED JUNE 12, 1996 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, L.L.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"): (a) the oil, gas and/or mineral leases, subleases and top leases which are 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"); (b) the lands covered by the Leases, together with the lands and leases pooled, 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"); all equipment, fixtures, facilities and supplies located on the Leases and/or (g) 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 U) defmed 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");
(k) all geological, geophysical, geochemical or other technical data, abstracts, 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 (1) all liens, encumbrances, rights and benefits of any nature or character, 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: }IILCORP 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 EXifiBIT 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:
DNRUSEpLY,
Unit: PA Acct
4. 5.
Assignee: Assignees address:
6.
Assignors current ownership: Amount tobe assigned:
percent working interest OR working percent overriding royalty interest percent working Interest OR percent overriding royalty Interest percent working Interest AND/OR percent overriding royalty interest
7.
B. Assignor is retaining:
9. LANDS AFFECTED by this assignment of Interest (attach Exhibit A if necessary) Meridian T_, R ,
containing
acres, more or less.
The Notification Lessee for the purpose of receiving any and all notices from the State of Alaska In connection with
the lease will be: Name Alin Address City, State, Zip
Telephone
We, the undersigned, affirm (1) that the Information provided on this application Is true and correct and that it is filed pursuant to 11 MC 82.605 and 11 MC 82.615, and (2) that both parties to this agreement are qualified to transfer or hold an Interest in oil and gas leases pursuant to 11 MC 81200 and II 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 Obtigatlons. 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 if the assignee falls to perform the Obligations, the assignor is the assignees surety and Is secondarily responsible for performing the Obligations.
DO8G 25.84 ((SASS ASSIG51.MU11J Reed 3112 DNR 1101 13
ASSIGNOR:
Authorized Signature Name & Tile (Print or Type) UNITED STATES OF AMERICA )SS. STATE OF THIS CERTIFIES that on the
Dale Corporation/Company Name DOG Qualification File #________
before me appeared .20 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. day of Notary Public My Commission expires:
ASSIGNEE:
Authorized Signature Name & Title (Print or Type) UNITED STATES OF AMERICA )SS. STATE OF THIS CERTIFIES that on the ____________ day of
Date Corporation/Company DOG Qualification File #
before me appeared 1 20 __ known tome to bathe 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. Barton, Director Division 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? JIIYes Prior document reference:
hIND
Exhibit "A"
(Legal Description Only) ADL
Exhibit B
[PEAH Agreement]
DOCS_LA:259002.1 68773-003
H1Lcom
ALASKA,,
LLC
September 13, 2012 Pacific Energy Alaska Holdings, LLC 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802 Attention: Gerald A. Tywoniuk Email: gtywoniukipacenergy.com RE: Letter Agreement by and between Pacific Energy Alaska Holdings, LLC, a Delaware limited liability company ("PEAH"), and Hilcorp Alaska, LLC, a Delaware limited liability company ("HAK"). Gentlemen: This letter agreement (this "Agreement") will confirm the understanding and agreement between PEAH and HAK (collectively, the "Parties" and each, a "ParVy") 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. 09-10785, Dkt, No. 1604), the bankruptcy estate of PEAR abandoned all of its right, title and interest in and to its 50% (20,000 shares) of the issued and outstanding shares of common stock in Cook Inlet Pipe Line Company (the "Stock") pursuant to section 554 of title 11 of the United States Code. In connection therewith, PEAR consented to the delivery of a certificate representing 19,999 shares of the Stock to Silver Point Finance, LLC ("Silver Point") as collateral agent for certain of PEAHs lenders (the "Silver Point Certificate"). The certificate 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 "Plan"), Gerald A. Tywoniuk was appointed the plan representative (the "Plan Representative"). Pursuant to the Plan and subject to the approval of the Bankruptcy Court, the Plan Representative is authorized to cause PEATI to assign to HAK 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 PEAHs 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 defined in the Plan). Until this Agreement is executed by PEAH, neither the delivery of this Agreement by HAK to PEAR 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 "Fee") and the covenants and agreements of IJAK that are contained herein, PEAR agrees to assign, convey and deliver to HAK, and HAK agrees to accept assignment of and acquire from PEAR at the closing of the transactions contemplated hereby (the "Closing"), 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 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"). Representations and Warranties. (a) PEAR and Plan Representative. PEAH and the Plan Representative hereby represent and warrant to FLAK 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 PEAR 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 PEAR 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 PEA-Hs 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: (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 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, PEAFE shall provide prompt written notice to HAK of such event.
(b)
-3-
(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 PEAR 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; PEAH 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 (Hilcorp 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 flAK in substantially the form attached hereto as Exhibit A (the "Assignment"); flAK and PEAH 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 PEAH 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 flAK (or any claim assigned to HAK). Furthermore, each of HAK and PEAH covenants not to sue the other Party -4-
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. 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 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. It is understood and agreed between HAK and PEAH that the 8. Confidentiality. terms and existence of this Agreement shall remain confidential by and between HAK and PEAR 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. 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) 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. HAK and PEAH 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-
Hilcoip 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(i),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 (and 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 maybe 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 Delawaie Each Party waives any objection which it may have pertaining to improper venue or forum non-convemens 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-
Assignment: Binding Agreement. Neither Party shall assign or otherwise transfer all or 13. 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. Amendment: No Third-Party Beneficiaries; Entire Agreement. This Agreement may be 14. amended or modified only by an agreement in writing signed by PEAH and flAK and expressly identified as an amendment or modification. Nothing in this Agreement shall entitle any Person other than PEAEI 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, PEAH 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. Disclaimer. EXCEPT FOR REPRESENTATIONS AND WARRANTIES CONTAINED 16. 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 IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. Further Assurances. At and after Closing, PEAH 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 flAK or PEAH (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 PEAR, 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.]
-8-
IN WITNESS W}IERBOF, this Agreement has been signed by each of the Parties on the date below each such Partys signature. HILCORP ALASKA, LLC
By: Name: aon C. 1ebrook Title: ice President Date:, PACIFIC ENERGY ALASKA OPERATING LLC
_o ,- -~J q
By: Name: Gerald A. Tywoniuk Title: Authorized Representative Date:
By: Name: Mon C. *ebrook Title: Vice President Date: PACIFIC ENERGY ALASKA OPERATING LLC
_ 0,-
By: _ <, Name: Ge aid A. 1ywoniuk Title: Author ed Representative Date:
Nj
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 Hilcorp 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 3O, 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 [1]
(2,057,976) [1][2] (174,981) (4,948,728) 4,948,728 (4,997,728) (3] 4,997,728 (5,689,729) [1] (349,171) D C-D $ (7,181,685) $ (49,000) $ (1,041,172) -
71,308
$ 7,863,052
Exhibit D
[Proposed Order]
DOCS_LA:259002.1 68773-003
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
)
)
Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

Re: Docket No.
PACIFIC ENERGY RESOURCES LTD., et al., ) ) Liquidating Debtors. )
ORDER APPROVING ASSIGNMENT OF ASSETS TO HILCORP ALASKA, LLC AND DISTRIBUTION OF PROCEEDS THEREOF The Liquidating Debtors Motion for Order Approving Assignment of Assets 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 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 ("PEA H") 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 thereto, has considered the evidence presented and the arguments of counsel at the Hearing 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).
D005_LA:258003.6 68773-003
(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) 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 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) PEAR 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:258003.6 68773-003
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 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")
3
D005_LA:258003.6 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 granted and all objections to the Motion, if any, are overruled, 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
4
DOCS_LA:258003.6 68773-003
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).
Dated:
.2012
THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 5

DOCS_LA:258003.6 68773-003
Exhibit A
[PEAO Agreement]
DOCS_LA:259002.1 68773-003
Hmcom
ALASKA, LLC
ISeptember 13, 2012 Pacific Energy Alaska. Operating LLC 1.1 .1. West Ocean .Bonlevard, Suite 1240 Long Beach, CA 90802 Attention Gerald A Tywonluk Email gIMonftA@pacenergy.co
3800 Centerpoint Drive Suite 100 Anchorage AK 9.9503 Phone: 9,07/777-8300 Eax: 907/777-8301
RE: Letter Agreement by and between Pacific Energy Alaska Operating LLC, a Delaware limited liability company ("PBAO"), and .Hilcorp Alaska, LLC, a Delaware limited liability H company "AK"). Ge ntl emen: This letter agreement. (this "Agreemen:t") 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 ]3ankruptcy. court for the District of Delaware (the "Bankruptcy Court") (Case Noi 09-1075, Dkt No 832), the bankruptcy estate ofPEAO 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 rights incidental or appurtenant thereto (the "Assets") pursmiant to section 554 of title 1.1 of the United States Code, Pursuant to the confirmed, and effective First Amended. Chapter 11 Plan of Liquidation for Pacific Eneigy Resources Ltd, et aL, as Modified (the iin"), Gerald A. TywOnhik was appointed, the plan representative (the "i Representative") Pursuant to the Plan and subject to the approval of the Bankruptcy Court, the Plan Representative is authorized to cause PEAO to assign to HAK all of PEAOs right, We and interest in and to the Assets.. Pursuant to and, subjeet 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 or HAK. 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"). 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) HAK. 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), flAK 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 flAK 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 "DNR")). Upon satisfaction of such condition, HAK shall provide prompt written notice to PBAO 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 PEAO to consummate the transactions contemplated hereby is subject, at the option of PEAO, to the following: (i) 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 Spurr Platform; and (ii) HAK shall cause Cook Inlet Pipeline Company ("CIPL") to release the $21 million claim of CIPL against PEAH (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. Pacific Energy Alaska Operating, LLC; Case No. 3AN-12-07653 CI; In the Superior Court for the State of Alaska, Third Judicial District at Anchorage.
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6. Additional Bankruptcy-Related Provisions; Miscellaneous. HAK shall have no right to a 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 flAK (or any predecessor in interest to flAK) 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 flAK 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. 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 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, flAK 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. Confidentiality. 8. It is understood and agreed between HAK and PEAO that the terms and existence of this Agreement shall remain confidential by and between flAK 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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9i 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 oven, ight 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) 1BAOs contact information for all Notices shall be the contact information .first-written, above and (ii) I-IAKs contact mforniation for all Notices shall be as set forth below. HAR and PEAO may change all or any portion of its contact .information by giving written notice to the other in a manner that complies WiththisSection. 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@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 (and 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 m any number of counterparts, each of winch 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.. Ii. 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 Bankrqptcy Court for the District of Delaware ("Bankruptcy Court") to mterpret 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 venuePf the United States District Court for the District of Delaware Each Party Waives any objection winch it may have pertaining to improper venue or forum non-conveniens to the conduct of any litigation or proceedmg 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 outride 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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Expenses: Waivers: Severability. Each Party will pay its own expenses and costs 12. 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. Amendment: No Third-Party Beneficiaries: Entire Agreement. This Agreement may be 14. 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. Disclaimer. EXCEPT FOR REPRESENTATIONS AND WARRANTIES CONTAINED 16. 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. Further Assurances. At and after Closing, PEAO and HAK shall each execute, 17. 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
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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 "PEAII 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.
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IN WITNESS. WHEREOF, this Agreement has, been signed by each Of the Parties oathe date below each such Partys signatuEe. HILCOR]? ALASKA, LLC
By: Name: a on C. Ilebrook Title: ice President Date: PACIFIC ENERGY ALASKA OPERATING LLC
By: Name: Gerald A. TywOnitilc 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: on C. 1cbrook Title: Uce President Date: PACIFIC ENERGY ALASKA OPERATING LLC
ck-d
By: _ Name: Ge6fd A # Title: Authorized Representative Date: C

,
----
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.
817104
LEASE No.
17579
LESSOR! GRANTOR STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS
EFFECTIVE DATE
211/1962
RECORDING DISTRICT BK/PG ANCHORAGE BK 3441 PG 888
LESSOR
INT % 100.00
ROY INT %
12.50
TOTAL
ACRES
2,240.00
WORKING INTEREST 46.8%
LEGAL DESCRIPTION
TRADING BAY UNIT, TRACT 2 T. 8 N., R. 13W., SEVVARD MERIDIAN, ALASKA
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: W1/2, 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: NWI/4, 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 STRAT1GRAPHIC EQUIVALENT.
Page 1 of 27
QLS NO.
816472
LEASE
No.
17594
LESSOR! GRANTOR
RECORDING DISTRICT BK1PG 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 3 1.9 N., R. 13W., SEWARD MERIDIAN, ALASKA
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: 51/2, NEI/4, 480.00 ACRES; SECTION 20: ALL, 640.00 ACRES; SECTION 21: ALL, 640.00 ACRES; SECTION 29: ALL, 640.00 ACRES: SECTION 30: ALL, 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: SI /2, NEI /4,480.00 ACRES: SECTION 20: W1/2, NEI/4480.00 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 STRATIGPAPHIC 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, NEI/4, 460.00 ACRES; SECTION 17: SI/2, NEI/4, 480.00 ACRES; SECTION 20: W1/2, NEI/4, 480.00 ACRES; Page 2 of 27
QLS NO.
LEASE No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
SECTION SECTION
30: ALL, 637.00 ACRES; 31: W112, 31 9.00 ACRES;
816479
17602
2/1/1962
100.00
12.50
640.00
46.8%
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: E1/2, 320.00 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. TRADING BAY UNIT, TRACT 9
817105
18716
9/1/1962
100.00
12.50
462.50
46.8%
T. 8 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 BKIPG
LESSOR
INT
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
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, SEI!4,462.50AcRES; PERTAINS TO LAND BELOW 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT. 816473 18729 STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS 10/1/1962 ANCHORAGE BK 3441 PG 439 100.00 12.50 3,085.00 VARIES

1.8 N., R. 13W., SEWARD MERIDIAN, ALASKA As TO A 46.80000% WORKING INTEREST IN 3,085.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT A SECTION 5: ALL, 640.00 ACRES; SECTION 6: ALL, 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, SEI!4, 442.00 ACRES; SECTION 8: S1/2, 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 STRA11GRAPHIC EQUIVALENT.
Page 4 of 27
QLS NO.
LEASE
No.
LESSOR I GRANTOR
EFFECTIVE DATE
RECORDING
DISTRICT BKIPG
LESSOR INT %
ROY INT %
TOTAL
ACRES
WORKING INTEREST %
LEGAL DESCRIPTION
As TO A 50.00% WORKING INTEREST IN 1,365.00

ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B SECTION SECTION SECTION
7: W1/2, SEII4, 442.00 ACRES; 8: S1/2,320.00 ACRES; 18: ALL, 603.00 ACRES;
816474
18730
10/1/1962
100.00
12.50
2,880.00
VARIES
TRADING BAY UNIT, TRACT II
SEGMENT A SECTION SECTION SECTION SECTION SECTION
26: W112, 320.00 ACRES; 27: ALL, 640.00 ACRES; 28: ALL, 640.00 ACRES; 33: ALL, 640,00 ACRES; 34: ALL, 640.00 ACRES.
PERTAINS TO LAND BELOW 10,600 FEET, BELOW THE GRAYLING GAS SANDS.
SEGMENT SECTION SECTION SECTION
26: W1/2, 320.00 ACRES; 27: E1/2, 320.00 ACRES; 34: E1/2, SWII4, 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
LESSOR /
GRANTOR
No.
EFFECTIVE DATE
RECORDING DISTRICT
LESSOR INT %
INT
ROY %
TOTAL
ACRES
WORKING INTEREST
LEGAL DESCRIPTION
BK/PG
WELL OR ITS STRATIGRAPHIC EQUIVALENT. As TO A 50.00000% WORKING INTEREST IN 1,120.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B SECTION 26: W1/2, 320.00 ACRES; SECTiON 27: E112, 320.00 ACRES; SECTION 34: E1/2, SWI!4, 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
10/111962
100.00
12.50
3,840.00
VARIES
TRADING BAY UNIT, TRACT 12 T. 9 N., R.
13W., SEWARD MERIDIAN, ALASKA
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, NEI /4SEI /4,120 ACRES; SECTION 9: SEI/4SE114,W1/2SWI/4I2OACRES; SECTION 10: SW1/4NEI/4, SEI/4NWI/4, SWI/4, W1/2SE1/4, 320 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 50.0000% WORKING INTEREST IN 560.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT A, PORTION WITHIN TRADING BAY UNIT SECTION 8: SI /2SEI/4, NEI/4SEI14,120 ACRES; SECTION 9: SEI/4SE114, W1/2SWI/4, 120 ACRES; SECTION 10: SWI/4NEI/4, SEI/4NWI/4, SWIM, WI12 SEI/4, 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 BK!PG
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC 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 SECTION 8: S1/2SEI/4, NEII4SEII4, 120 ACRES; SECTION 9: SEI/4SE114, W1/2SWI/4, 120 ACRES; SECTION 10: SWI/4NE114, SEI/4NWI/4, SWI/4, W1/2SEI/4, 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., SARD MERIDIAN, ALASKA As TO A 46.80000% WORKING INTEREST IN 3,280.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT 1, 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, SWI/4, NWI/4SEI/4; 520.00 ACRES; SECTION 9: N1/2, E1/2SWI/4, W1/2SEI/4, NEI/4SEI/4; 520.00 ACRES SECTION 10: N1/2N1/2, SWI/4NWI/4, SEII4NEII4, 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 STRATIGRAPHIC EQUIVALENT. AS TO A 50.00000% WORKING INTEREST IN 3,280.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: PORTION OF SEGMENT A. PORTION WITHIN TRADING BAY FIELD SECTION 3: ALL, 640.00 ACRES;
rage
(OT(
QLS NO.
LEASE
No.
LESSOR! GRANTOR
EFFECTIVE DATE
LESSOR
ROY
INT %
INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
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, E1/25W1/4, W1/2SEI/4, NEII4SEI/4; 520.00 ACRES SECTION 10: N1/2N1/2, SWI/4NWI/4, SEI/4NEI/4, EII2SEI/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; 840.00 ACRES; SECTION 8: N1/2, SWI/4, NWI/4SEI/4; 520.00 ACRES; SECTION 9: N112, E1/2SWI/4, W1/2SEI/4, NEI/4SEI/4; 520.00 ACRES SECTION 10: N1/2N1/2, SWI/4NW1/4, SEI/4NEI/4, E1/2SEI/4; 320.00 ACRES PERTAINS TO LAND BELOW THE GRAYLING GAS SANDS OR BELOW 10,128 FEET MD IN THE TRADING BAY UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT. 817108 18758 STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS 9/1/1962 ANCHORAGE BK 3441 PG 384 100.00 12.50 480.00 46.8% TRADING BAY UNIT, TRACT 13 1.9 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: E112, 320.00 ACRES; SECTION 36: NEI/4, 160.00 ACRES;
Page 8 of 27
QLS NO.
LEASE No.
LESSOR!
GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT
LESSOR INT %
ROY INT %
TOTAL ACRES
WORKING INTEREST
LEGAL DESCRIPTION
Bk! PG
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
100.00
12.50
1,1600.00
46.8%

As TO A 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
9/111962
100.00
12.50
796.00
VARIES
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: SEGMENT 2 SECTION 18: SEI/4, 160.00 ACRES; SECTION 19: ALL, 636.00 ACRES; PERTAINS TO ALL LAND FROM THE SURFACE TO THE
Page 9 of 27
QLS
LEASE
LESSOR!
EFFECTIVE
RECORDING
LESSOR
ROY
NO.
No.
GRANTOR
TOTAL
WORKING
DATE
DISTRICT BK/PG
tNT %
tNT %
LEGAL DESCRIPTION
ACRES
INTEREST TOP OF THE GRAYLING GAS SANDS OR 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 796.00 ACRES, MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT A SECTION 18: SEII4, 160.00AcREs; 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
7/1/1963
100.00
12.50
160.00
46.8%
TRADING BAY UNIT, TRACT 18 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 I SECTION 24: SEII4, 160.00 ACRES; PERTAINS TO LAND FROM THE SURFACE 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 ITS STRATIGRAPHIC EQUIVALENT. As TO A46.80% WORKING INTEREST IN 160.00
Page 10 of 27
QLS
LEASE
LESSOR!
EFFECTIVE
RECORDING
LESSOR
ROY
TOTAL
WORKING
LEGAL DESCRIPTION
NO.
No.
GRANTOR
DATE
DISTRICT BK/PG
INT %
INT %
ACRES
INTEREST 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 UNIT K-2 WELL OR ITS STRATIGRAPHIC EQUIVALENT.
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 BK/PG ANCHORAGE BK 2574 PG 560 LESSOR INT % 100.00 TOTAL ACRES 12.1 WORKING INTEREST % 100.0% LEGAL DESCRIPTION
A PRIVATE NON-EXCLUSIVE RIGHT-OF-WAY FOR A PORTION OF AN 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, RI 4W, 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 4158" 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 T8 AND 9N, RI4W, SM, N 89 DEGREES 4158" E A DISTANCE OF 145 FEET TO A POINT; THENCE N 01 DEGREES 07 1 42W A DISTANCE OF 1320 FEET TO A POINT; THENCE S 88 DEGREES 5218"W A DISTANCE OF 400 FEET TO A POINT; THENCE S 0 DEGREES 0742" 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
12131/1967
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
50.0% CONTRACTUAL
T8N, R14W, SM, AK SECTION 6: A PARCEL OF LAND LYING WITHIN THE SE/4 OF SECTION
Page 12 of 27
QLS NO.
LEASE No.
GRANTOR INC
EFFECTIVE DATE
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, T8N, RI4W, 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 NE/4 SECTION 06, T8N, R14W, 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 STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER
RECORDING DISTRICT BK! PG 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, Y2,523,126; 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 56 01", 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 I DEGREE 4457", AND AN ARC LENGTH OF 152.64 FEET, TO THE POINT OF TANGENCY; THENCE, S. 51 DEGREES 11 19" 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 2504" 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 21 50, AND AN ARC LENGTH OF 206.29 FEET TO THE POINT OF TANGENCY; THENCE, S. 52 DEGREES 1303" 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 4737", AND AN ARC LENGTH OF 680.12 FEET TO THE POINT OF TANGENCY; THENCE, S. 44 DEGREES 2526" 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.L.M. 4566, identical with U.S.B.L.M. 665 (G106), a 6), a Copperweld Monument, Latitude 60 0 09 15.8 THENCE, THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 5,000.00 FEET, A CENTRAL ANGLE OF I DEGREE 10 56", AND AN ARC LENGTH OF 103.17 FEET TO THE POINT OF TANGENCY; THENCE, S. 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
Page 15 of 27
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, S. 36 DEGREES 3946 -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 17 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 47 49", 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 4910" 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 5700", AND AN ARC LENGTH OF 208.39 FEET, TO THE POINT OF TANGENCY; THENCE, S. 43 DEGREES 5210" 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 5256", AND AN ARC LENGTH OF 513.32 FEET TO THE POINT OF TANGENCY; THENCE, S. 49 DEGREES 45 06" 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 34 05" 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 2542" 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 0332" 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 4141" 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 37 13", AND AN ARC LENGTH OF 266.00 FEET TO THE POINT OF TANGENCY; THENCE, S. 43 DEGREES 0428" 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 1854"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 2939" W., FOR A 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 82,346; Y=2,493,695, BEING THE END POINT OF PREVIOUSLY DESCRIBED CENTERLINE. CONTAINING 326.50 ACRES, MORE OR LESS.
793985
224467
2/16/1990
100.00
28.95
100.0% CONTRACTUAL INTEREST 46.8% WI
A PRIVATE RIGHT-OF-WAY 100 FEET IN WIDTH - EXTENDING 50

FEET ON EITHER SIDE OF THE CENTERLINE-AND 12,563.10 FEET IN LENGTH, OCCUPYING
Page 17 of 27
QLS NO.
LEAE1 GRANTOR No.
[EFFECTIVE DATE
RECORDING DISTRICT BK / PG
LESSOR
INT %
TOTAL WORKING ACRES INTEREST %
LEGAL DESCRIPTION
APPROXIMATELY 28.95 ACRES AND CONTAINING ONE 16 INCH OUTFALL PIPELINE. WIThIN: SECTION(S) 793929 32916 7/22/1996 ANCHORAGE MISC BK 167 PG 462 TOWNSHIP RANGE MERIDIAN
100.0
210.0
3, 4, 5 8 NORTH 14 WEST SEWARD A PRIVATE RIGHT-OF-WAY 100 FEET IN WIDTH - EXTENDING 50 FEET ON 50% 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.
Wm.ITM
SECTION(S) 10/21/1968 MISC BK 167 PG 466 71.51
TOWNSHIP 8 NORTH 9 NORTH
RANGE 14 WEST 13 WEST I4WEST
MERIDIAN SEWARD SEWARD SEWARD
3 , 4, 5
29, 31,32 35,36
_, 9 NORTH
PURPOSE: PIPELINE ROW FROM TBPF TO GRAYLING PLATFORM MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT W.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 S 32 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, S73 DEGREES 24 23" 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. #0; 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, N73 DEGREES 05 19.9 E., 240.67 FEET TO PT. #F; THENCE, N 49 DEGREES 5321.1" E. 132.30 FEET TO PT #G; 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 4052.4" E., 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 1929.2" 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 #0; 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 1436.9" E., 2,806.91 FEET TO PT. #S; THENCE, N 75 DEGREES 0921.6" 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 46 01.6" 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. #M; THENCE, N 73 DEGREES 5357.2" E., 794.64 FEET TO PT. #BB; THENCE, N 76 DEGREES 4049.2" E., 598.91 FEET TO PT. #CC; THENCE, N 70 DEGREES 0826.0" 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 1943.5" E., 1,082.26 FEET TOPT. #FF; THENCE, N 71 DEGREES 1541.9" E., 1,802.51 FEET TO PT. #GG; THENCE, N. 72 DEGREES 48 24.6" 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" 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 5901.5" 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 30 16.2" E., 592.48 FEET TO PT. #00; THENCE, N 35 DEGREES 3722.4" E., 872.74 FEET TO PT. #PP; THENCE, N 21 DEGREES 0612.5" E., 593.89 FEET TO THE GRAYLING PLATFORM AND END OF SAID RIGHT-OF-WAY, Page 19 of 27
QLS
NO.
LEASE
No.
GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT ANCHORAGE BK 3502 PG 993
LESSOR
INT %
TOTAL WORKING ACRES INTEREST % 100.0% CONTRACTUAL INTEREST 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 GAS PIPELINE.
-
46.8%
WITHIN:
SECTION(S) 6 1, 2, 3, 4,5
ITOWNSHIP 8 NORTH
RANGE 13 WEST 14 WEST
MERIDIAN SEWARD ISEWARD
18 NORTH
PURPOSE: THREE PIPELINES FROM THE DOLLY VARDEN PLATFORM TO TBPF MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT W.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 S31 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, 865 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 S 65 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 0442" 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 1448" E., 1,868.94 FEET TO PT. #120; THENCE, Page 20 of 27
GRANTOR NO. I No.
[EFFECTIVE DATE
RECORDING
DISTRICT
LESSOR I TOTAL tNT % I ACRES
WORKING
INTEREST %
LEGAL DESCRIPTION
N 84 DEGREES 0205" E., 6,331.66 FEET TO PT. #593; 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., 1,125.32 FEET TO PT. #303; THENCE, S 80 DEGREES 2823" E., 543.98 FEET TO PT. #288; THENCE, S 71 DEGREES 1734" E., 633.05 FEET TO PT. #272; THENCE, S27 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 2924" 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, S55 DEGREES 21 32" E., 372.29 FEET TO PT. #190; THENCE, S 62 DEGREES 4116" E., 381.65 FEET TO PT. #180; THENCE, 868 DEGREES 4722" 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 ALASKA, DNR, DIVISION OF LAND, MINING & WATER
ANCHORAGE 1100.00 BK 3215 PG 672
I 82.51 I 100.0%
I I I
CONTRACTUAL INTEREST 46.8%
I I
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 36,840.78 FEET IN LENGTH AND OCCUPYING APPROXIMATELY 82.51 ACRES AND CONTAINING TWO 8.625-INCH OIL AND GAS PIPELINES. SECTION(S) TOWNSHIP 8 NORTH 9NoRm 9 NORTH RANGE 14 WEST I3WEST 14 WEST MERIDIAN SEWARD SEWARD SEWARD
4,5
17,19,20,30 25,26,34, 35
PURPOSE: PIPELINES FROM KING SALMON PLATFORM TOTBPF MORE PARTICULARLY DESCRIBED AS FOLLOWS: 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 4652.93"; THENCE, ALONG TRUE BEARINGS AND DISTANCES S 32 DEGREES 47 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, $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. #8; THENCE, 581 DEGREES 535.0" 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 22 57.6" 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 3854.5" 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 5351.0" 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 221.7" E, 628.43 FEET TO PT. #Q; THENCE, N 48 DEGREES 4022.1 " E, 425.83 FEET TO PT. #R; THENCE, N 58 DEGREES 71 17.1" E, 2,511.61 FEET TO PT. #8; THENCE, N 58 DEGREES 14 6.4" E, 3,899.65 FEET TO PT. #T; THENCE, N 60 DEGREES 13 6.2" E, 393.00 FEET TO PT. #U; THENCE, N 49 DEGREES 32 49.2" E. 330.24 FEET TO PT. #V; THENCE, N 34 DEGREES 412.1" E, 281.93 FEET TO PT. #W; THENCE, N37 DEGREES 3624.8" 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
NO.
No.
DATE
DISTRICT
tNT
ACRES
BK! PG
DESCRIPTION INTEREST
793984
221085
5/10/1988
KENAI BOOK 332 PG 379
100.00
47.4
100.00 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 8 NORTH 9NoRm 9 NORTH RANGE MERIDIAN SEWARD SEWARD SEWARD
12 , 3 , 4 , 5
1,32,33 36
14 WEST
13 WEST
14 WEST
8164761 32549
1/23/2002 12005-01 CONTRACTUAL "KNOWN AS ATS 657: A PARCEL OF LAND LYING WITHIN PROTRACTED SECTIONS 32 AND 33, T9N, RI 4W, AND SECTION INTEREST 5, T8N, RI4W, SEWARD MERIDIAN, ALASKA, TO BE 46.8% 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(3106), A COPPERWELD MONUMENT, LATITUDE 60 0915.80" N, LONGITUDE 151" 47 750 35E 66.35 FEET TO CORNER No. 09.68" W; THENCE N 1, IDENTICAL WITH U.S.S. No. 4566 M.C. No. 4, AND THE TRUE POINT OF BEGINNING; THENCE N 660 0940" E 3200.00 FEET TO CORNER No. 2; THENCE S22 15 20" E 2304.82 FEET TO CORNER No. 3; THENCE S 670 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 220 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 23 of 27
QLS NO.
LEASE No.
GRANTOR
EFFECTIVE DATE
RECORDING DISTRICT BKIPG
LESSOR - TOTAL INT % 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 170.2 ACRES.
PURPOSE: TIDELAND LEASE FOR TRADING BAY PRODUCTION FACILITY AND BARGE LANDING
793933
NA
BIA/RIGHTOF WAY/ JOSEPH MOSQUITO
8/11/1986
BK 1487 PG 675
100.00
1.13
CONTRACTUAL INTEREST 468% 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 S64 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 04E, 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 S81 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 I 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
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 BK/PG LESSOR INT % ROY INT
TOTAL
ACRES
INTEREST
LEGAL DESCRIPTION
795165
NA
12/26/1990
NA
NA
319.99
50.00
E/2 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 ADL 37596 LOCATED WITHIN FRACTIONAL NE/4, SECTION 06, T8N, RI4W, 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
6/19/1974
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, RI4W., SM ALASKA, SURVEY OF STATE LAND ADL 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 47 14.41" 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 5020" 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 45 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. 2. 3. 4. 5. 6. 7. 8. 9. QLS 819554 -TRADING BAY UNIT JOINT OPERATING AGREEMENT, DATED FEBRUARY 27, 1967 QLS 823460 - TRADING BAY UNIT AGREEMENT, DATED FEBRUARY 6, 1967 OILS 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 QLS 826069 - TRADING BAY COOK INLET PIPE LINE COMPANY FACILITY USE AGREEMENT, DATED JANUARY 1, 1985 QLS 833489 - AMENDED AND RESTATED TRADING BAY FACILITIES AGREEMENT, DATED SEPTEMBER 1, 2009 OILS 823468-TRADING BAY FIELD JOINT OPERATING AGREEMENT, DATED JUNE 12, 1996 OILS 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 2005 11. OILS 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 CORPORATION, DATED SEPTEMBER 29,
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 OCTOBER 1, 2011
21. Conveyance of Overriding Royalty Interest BY PACIFIC ENERGY ALASKA OPERATING LLC TO AND IN FAVOR OF MLQ, L.L.C, DATED August 24, 2007 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 and
1, 2006
20. QLS NA - LEASE EXCHANGE AGREEMENT BETWEEN COOK INLET ENERGY, LLC AND UNION OIL COMPANY OF CALIFORNIA DATED EFFECTIVE
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 ill 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, fannout 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 (j) 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");
(k) all geological, geophysical, geochemical or other technical data, abstracts, 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 (1) all liens, encumbrances, rights and benefits of any nature or character, 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 B]
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. LeasoADL#__ Assignor: Assignors address:
DNR U$Ep1l4y, Unit: Acte::""
4. 5.
Assignee: Assignees address:
6.
Assignors current ownership: Amount tobo 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 Alf necessary) ,R __________ Meridian T
containing
acres, more or less.
The Notification Lessee for the purpose of receiving any and all notices from the State of Alaska In connection with the tease will be: Name Attn Address Telephone (_I City. State, Zip We, the undersigned, affirm (1) that the Information provided on this application Is true and correct and that Ills filed pursuant to 11 MC 81605 and 11 MC 82.015. and (2) that both parties to this agreement are qualified to transfer or hold an 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, vAiich may include the requirements that the assignor plug and abandon aji existing welts, 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 if the assignee falls to perform the Obligations, the assignor Is the assignees surety and Is secondarily responsible for performing the Obligations.
DCG2S-84 5EASEA mfl5O.d 3J12DIRILO-1I3
ASSIGNOR:
Authorized Signature Name & Title (Print or Type) UNITED STATES OF AMERICA STATE OF ) )SS. of
Dale Corporation/Company 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 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 #
.20 before me appeared 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. THIS CERTIFIES that on the ___________ day of Notary Public My Commission expires:
APPROVAL
W. C. Barton, Director DMsion of ON and Gas, DNR. State of Alaska Recorders Office (optional) Recording District After recording, please return to:
Effective Date of Assignment
Original lease recorded? Prior document reference:
Yes ONO
Exhibit "A"
(Legal Description Only) ADL
Exhibit B
[PEAR Agreement]
DOCS_IA:259002.1 68773-003
w
1.A.
llm.conp ALASKA LLC
epteint*t .13,20.12
Pacific. Energy Alaska Holdings, LLC lii West Ocean BOulevard, Suite 1240 Long Beach, CA 9(1802 Attention Gerald A Tywomuk Email gtywoniuk@pacenergy corn RE; Letter Agreement by and between Pacific Energy Alaska Holdings, LLC, a Delaware limited, liability company ("PEAH"), and flhlcorp Al aska, LLC, a. Delaware limited liability company, ("HAK"). Gentlemen This letter agreement (this "Agreement") will confirm the understanding and agreement between PEAH and HAK (collectively, the "Parties" and -each, a Prt") as follows: Identification of Stock and Description of Relevant Circumstances. 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. 09-10785, Dkt No 1604), the bankruptcy estate of PEAH abandoned all of its right, title and mterest in and to its 50% (20j)00 shares) of the issued and outstanding shares of common stock in Cook Not Pipe Line Company (the "Stock") pursuant to section 554 of -title ii of the United States Code. In connection therewith, PEAR consented to- the delivery of a certificate representing 19,999 shares of the Stock to Silver Point Finance, LLC ("silver Point") as collateral agent for certain of PEAHs lenders (the "Silver Point Certificate" The certificate 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 aCer tifi Oates r) For purposes of this Agreement, references to the Stock shall be de,to include references tQ the Certificates unless a contrary intent is e.ressed in coimection therewith, Pursuant to the confirmed and effective First Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al., as Modified (the ""), Gerald A. Tywonluk was appointed the plan representative- (the Tian Representative") Pursuant tu the Plan and subject to the approval of the Bankruptcy Court, the Plan Representative is authorized to cause PEAH to assign to HAK all of PEAIIs right, title and interest mand to the Stock
C.
Pursuant to and subject to the terms and conditions of this Agreement, including approval of the Bankruptcy Court or the Supervisory Board, PEAH desires to assign, and HAK desires to accept assignment of, 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). 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 PEAH 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 "Fee") and the covenants and agreements of HAK that are contained herein, PEAH agrees to assign, convey and deliver to HAK, and HAK agrees to accept assignment of and acquire from PEAR 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. Representations and Warranties.
(a) PEAR and Plan Representative. PEAR 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 PEAH 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 PEAR 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 PEAHs 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.
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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, 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. flAK-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: (1) flAKs 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 an appropriate order or other approval from the Regulatory Commission of Alaska (the "RCA") with respect to the transactions contemplated hereby), and (ii) PEAHs 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, 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 flAK 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 PEAR to consummate the transactions contemplated hereby is subject, at the option of PEAR, to the following: HAK shall cause Cook Inlet Pipeline Company ("CIPL") to release the $21 million claim of CIPL against PEAH (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 PEARs delivery to HAK of the written notice contemplated in Section 4(b)(ii) (the "Closing D ate ). 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; PEAH shall (i) deliver to Hilcorp the Silver Point Certificate that is then in the possession of PEAH (after diligent inquiry for same prior to the Closing), Silver Point or any of their respective affiliates, if any (Hilcorp 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 PEAH shall execute any documents required by the RCA in order to obtain the RCAs approval with respect to the transactions contemplated hereby; PEAEI 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 PEAH 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. flAK shall have no right to a distribution from PEAHs estate under the Plan on account of any claim in favor of flAK (or any claim assigned to HAK). Furthermore, each of HAK and PEAH covenants not to sue the other Party
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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, IIAK shall have the right to terminate this Agreement by delivering a termination notice to PEAR 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. IIAK and PEAR 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) PEANs contact information for all Notices shall be the contact information first-written above and (ii) FlAKs contact information for all Notices shall be as set forth below. FlAK 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.
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Hhlcorp Alaska, LLC 1201 Louisiana, Suite 1400 Houston, Tecas 77002 Attn: Jason C. Rebrook, Vice President Phone: 7.l3)209-.2400 .Facsimile: (713) 289-2650 Email jrbrook(hilcoip.com 10 Acknowledgments Counterparts Time is of the Essence Each Party acknowledges and grees that (1) it has read and understood this Agreement, (n) 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 provisions of this Agreement and any other documents executed. in :coniiection 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 vontainodthoreirti This Agreement may be executed and delivered (including by facsimile or pdf ttansmission) by each Party in any number of counterparts, each of which shall be an original Thstruinent, 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 exciusivejurisdiction 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 foregomg courts Each Party agrees that any and all process directed to, it m 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 WITE THIS :AGREF.MENT. 1.2. Expenses: Waivers: Severabilit. 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 coinphan.ce is owed by an instrument signed by the Party to whom compliance is owed and expressly ideiftlifi. 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
Assignment; Binding Agreement. Neither Party shall assign or otherwise transfer all or 13. 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. Amendment; No Third-Party Beneficiaries; Entire Agreement. This Agreement may be 14. amended or modified only by an agreement in writing signed by PEAH and HAK and expressly identified as an amendment or modification. Nothing in this Agreement shall entitle any Person other than PEAB 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 HIAK, PEAH 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 flAK 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. Disclaimer. EXCEPT FOR REPRESENTATIONS AND WARRANTIES CONTAINED 16. IN THIS AGREEMENT, PEAH MAKES NO, AND PEAH 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. Further Assurances. At and after Closing, PEAIT 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 flAK or PEAH (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
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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 for 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. 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.
-8-
IN WIThESS WHEREOF,thi s Agreement has been signed by each of the Parties on the date below each such Partys signature. HILCQRP ALA S KA, LLC
B Name: Vop~-C, *ebrook Title: ce President Date: PACIFIC EGY ALASKA OPERATING LLC
By: Name: Gerald A. Tywothuk Title: Authorized Representative Date:
By: Name: Mon C. *ebrook Title: Vice President Date: PACIFIC ENERGY ALASKA OPERATING LLC
_ 0, -kj
By: Z Name: Ge aid A. 1ywoniuk Title: Author ed Representative Date: 117 1
VA
yI
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 Hilcorp 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 EQ
Cash on hand, June 30, 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) $ PEAK PERL $ 1,331,172 (290,000) -
Available for remaining creditor distributions prior to Trading Bay and C1PL 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 PEAR 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
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] (2,057,976) [1][2] (174,981) (4,948,728)
49,000 49,000
1,041,172 [1]
4,948,728 (4,997,728)
[3] 4,997,728 (5,689,729) [1] (349,171)
0 C-D $
(7,181,685) $
(49,000) $
(1,041,172) -
[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
71,308
$ 7,863,052
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Liquidating Debtors. )
)
Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)
) ) )
AFFIDAVIT OF SERVICE STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) ) ss: )
Ann Mason, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in the abovecaptioned action, and that on the 5 th day of October 2012 she caused a copy of the following documents to be served upon the parties on the attached service lists in the manner indicated: Liquidating Debtors Notice of Motion for Order Approving Assignment of Assets to Hilcorp Alaska, LLC and Distribution of the Proceeds Thereof ("Notice") Liquidating Debtors Motion for Order Approving Assignment of Assets to Hilcorp Alaska, LLC and Distribution of the Proceeds Thereof ("Motion") Because the service list was so large (nearly 9,000 parties), the copies of the Motion that were served on parties in interest other than the core service list did not contain copies of Exhibits A, B or D. However, the service copies of the Motion and the Notice advised parties in interest that they can obtain copies of Exhibits A, B and D by making a request, in writing, to counsel for the Liquidating Debtors at the address listed in the signature block to the Motion.
D005_LA:25871 5.1 68773-003
Attached as Exhibit 1 are the parties (the "Core Service List") which were served copies of the Notice and Motion. Attached as Exhibit 2 are the parties in interest (the "Master Service List") which were served copies of the Notice and Motion without Exhibits A, B and D.
WARAIWA a
I
ll
State of California County of Los Angeles Subscribed and sworn to (or affirmed) before me on this 5th day of October, 2012 by Ann Mason and proved to me on the basis of satisfactory evidence to be the person) who appeared before me.
MELISA DESJARDIEN Commission # 1869835 Notary Public California Los Angeles County Comm. M i res Nov 27, 2013
iict Notary MDe j&F My Commission Expires: 11/27/13
DOCSLA:258715.1 68773-003
Exhibit I [Core Service List]

HAND DELIVERY (Counsel for Liquidating Debtors) Ira D. Kharasch, Esquire Pachuiski Stang Ziehi & Jones LLP 10100 Santa Monica Blvd., 13" Floor Los Angeles, CA 90067 SERVED BY FIRST CLASS MAIL: (Counsel for Liquidating Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Pachuiski Stang Ziehi & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Gerry Tywoniuk Plan Representative Pacific Energy Resources Ltd. 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802 Michael D. Fertitta Assistant General Counsel Hilcorp Energy Company 1201 Louisiana St., Suite 1400 Houston, Texas 77002 (Counsel to Hilcorp Alaska, LLC) Jason G. Cohen Bracewell & Giuliani 711 Louisiana Street Suite 2300, Pennzoil Place - South Tower Houston, Texas 77002-2770 (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801 (United States Attorney) Ellen W. Slights, Esq. United States Attorneys Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE 19801 (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 (Counsel to DIP Administrative Agent) Don A. Beskrone, Esquire Ashby & Geddes, P.A. 500 Delaware Avenue Wilmington, DE 19801 (Counsel to Goldman Sachs, J. Aron & Company; DIP Administrative Agent) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022 (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 (Counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 (Counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067
DOCS_LA:258715.1 68773-003
Exhibit I
pg. 3
Exhibit 2 [Master Service List]

SERVED BY OVERNIGHT FEDERAL EXPRESS DELIVERY ON 10/2/12:
Broadndge Financial Solutions 51 Mercedes Way Edgewood, NY 11717 Attn: Receiving [CUSIP: 694228; Job 4 N58817] *770 copies for distribution Broadndge Attn: CUSIP 694228; Job # N58833 5970 Chedworth Way Mississauga, ON L5R 4G5 CANADA
*2,00 copies for distribution
(Counsel for Union Oil Company of California) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, PA Citizens Bank Center, Suite 1401 919 Market Street P.O. Box 1070 Wilmington, DE 19899 (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire Finder, Slanina Liebesman, LLC One Commerce Center 1201 N. Orange Street, 7 th Floor Wilmington, DE 19801 (Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP 300 Delaware Avenue, Suite 1010 Wilmington, DE 19801 (Counsel for Area Energy LLC) Norman L. Pemick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen OConnor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801 (Counsel for Forest Oil Corporation) Robert J. Dehney, Esquire Curtis S. Miller, Esquire Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899 (Counsel for Stellar Energy LLC) Brian E. Farnan, Esquire Phillips, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806 (Counsel for Ramshom Investments, Inc.) Jonathan L. Parshall, Esquire Murphy & Landon 1011 Centre Road, Suite 210 Wilmington, DE 19805
(Counsel for Longfellow Energy LP) Teresa K.D. Currier, Esquire Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19899 (Counsel for Rise Energy Partners, LP) Christopher A. Ward, Esquire Justin K. Edelson, Esquire Polsinelli Shughart, PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 (Counsel to Cook Inlet Pipe Line Company) Stephen M. Miller, Esquire Brett D. Fallon, Esquire Douglas N. Candeub, Esquire Moms James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19899 (Counsel to Waveland Services, Inc.) Mary F. Caloway, Esquire Mona A. Parikh, Esquire Buchanan Ingersoll & Rooney PC 1105 North Market Street, Suite 1900 Wilmington, DE 19801 (United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0002 Secretary of State Division of Corporations Franchise Tax P.O. Box 7040 Dover, DE 19903 Secretary of Treasury P.O. Box 7040 Dover, DE 19903 Secretary of Treasury 15 & Pennsylvania Avenue, N.W. Washington, DC 20220 Attn: Insolvency District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201 Internal Revenue Service P.O. Box 21126 Philadelphia, PA 19114-0326 Attn: Insolvency Internal Revenue Service 1352 Marrows Road, 21 Floor Newark, DE 19711-5445 Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022
SERVED BY FIRST CLASS MAIL:

Gerry Tywoniuk Plan Representative Pacific Energy Resources Ltd. 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802 (Counsel to Hilcorp Alaska, LLC) Jason G. Cohen Bracewell & Giuliani 711 Louisiana Street Suite 2300, Pennzoil Place - South Tower Houston, Texas 77002-2770 (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801 (United States Attorney) Ellen W. Slights, Esq. United States Attorneys Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE 19801 (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A. 500 Delaware Avenue, gth Floor Wilmington, DE 19899
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 4

Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Bankruptcy 100 F Street, N.E. Washington, DC 20549 Matthew Berry, Esquire Office of General Counsel Federal Communications Commission 12" Street, S.W. Washington, DC 20554 POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611 Chevron Oil Company Attn: Steven Lastraps 3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503 California Franchise Tax Board Bankruptcy, BE MSA 345 P.O. Box 2952 Sacramento, CA 95812-2952 Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164 SWEPI LP P.O. Box 576 Houston, TX 77002-0576 Noble Energy, Inc. 100 Glenborough, Suite 100 Houston, TX 77067 (Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720 (Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022 (Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726 Linda Lautigar Bankruptcy Coordinator MMS / Denver Federal Center P.O. Box 25165 Mail Stop 370132 Denver, CO 80225 Kristina Engelbert RDI Royalty Distributors, Inc. P.O. Box 24116 Tempe, AZ 85285 MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004 Goldman Sachs E&P Capital Attn: Matthew C. Tarver 1000 Louisiana, Suite 550 Houston, Texas 77002 SPCP Group, L.L.C. Two Greenwich Plaza, 1st Floor Greenwich, CT 06830 (Counsel to SP Beta Properties, LLC) Seth E. Jacobson, Esquire L. Byron Vance IIJ, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720 (Counsel to United States Department of Interior, including the Minerals Management Service) E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005 (Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51" Floor Philadelphia, PA 19103 (Counsel for Rosecrans Energy, Ltd. and Sherwin D. Yoelin) John J. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071 (Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire Jodie E. Buchman, Esquire DLA Piper LLP (US) 6225 Smith Avenue Baltimore, MD 21209 (Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022 (Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 (Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 (Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067 (Counsel for Cook Inlet Region, Inc.) Michael R. Mills, Esquire Dorsey & Whitney LLP 1031 W. 4th Ave., Suite 600 Anchorage, AK 99501 (Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 (Counsel for DCFS Trust subservicer for DCFS Trust) Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203 (Counsel for Acm Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP 350 South Grand Avenue, 25th Floor Los Angeles, CA 90071 (Claims representative for the County of Kern) Attn: Bankruptcy Division do Linda Delgado P.O. Box 579 Bakersfield, CA 93302 Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77072 (Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036 (Counsel for Minerals Management Service) DeAnn L. Owen, Esquire Office of the Solicitor, Rocky Mountain Region 755 Parfet Street, Suite 151 Lakewood, CO 80215 (Counsel for Ammadon Limited and Catherwood Limited) Philip M. Abelson, Esquire Dewey & LeboeufLLP 1301 Avenue of the Americas New York, NY 10019 (Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins 666 Fifth Avenue, 26" Floor New York, NY 10103
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 5

(Counsel for United States Department of Interior, Minerals Management Service) Pamela D. Huff U.S. Department of Justice 1100 Street, NWRoom 10000 Washington, D.C. 20005 (Counsel for Stellar Energy LLC) Charles A. Beckham, Jr., Esquire Peter C. Ruggero, Esquire 1221 McKinney, Suite 2100 Houston, TX 77010 (Counsel for Oracle USA, Inc.) Shawn M. Christianson, Esquire Buchalter Nemer, P.C. 17 0 Floor 55 2 d San Francisco, CA 94105
A & G COMPRESSOR PARRS AUN: GREG SALES 13671 BORA DRIVE SANTA FE SPRINGS, CA 90670 A & G COMPRESSOR PARRS 13671 BORA DRIVE SANTA FE SPRINGS, CA 90670 A & G COMPRESSOR PARTS 13671 BORA DRIVE SANTA FE SPRINGS, CA 90670 A HENRY & M HENRY ITEE ARTHUR AND MARIE HENRY LIVING U/A DID 00/00/0000 147 BLACK OAK DRIVE PITTSBURGH, PA 15220 AAA ALASKA CAB P.O. BOX 1306 SOLDOTNA, AK 99669 AAA ALASKA CAB, INC. AT-FN: DEBRA HIBBERT P0 BOX 1306 SOLDOTNA, AK 99669 USA A-AMERICAN SELF STORAGE 3301 TRUXTUN AVENUE BAKERSFIELD, CA 93301-3115 AARON BURCHAM 36314 LAKESHORE DRIVE SOLDOTNA, AK 99669 AASI CUST OF IRA FBO SCOTT WAYNE MCGURK 1306 WEST BAKER AVENUE FULLERTON, CA 92833-4619 AASI CUST OF IRA FBO ALAN D SHAW P0 BOX 127 LUMMI ISLAND, WA 98262 A-C ELECTRIC COMP BOX 81977 BAKERSFIELD, CA 93380 ACE PROFESSIONAL RISK, SURETY ATrN: MARK ATKINS 1420 FIFTH AVENUE, SUITE 2200 SEATTLE, WA 98101 ACE SURETY 1420 FIFTH AVE., SUITE 2200 SEATTLE, WA 98101 ACE-USA / WESTCHESTER FIRE INSURANCE COMPANY C/0 TOBEY M. DALUZ, ESQUIRE BALLARD SPAHR ANDREWS & INGERSOLL, LLP 919 NORTH MARKET STREET, 12TH FLOOR WILMINGTON, DE 19801 ACE-USA I WESTCHESTER FIRE INSUR CO C/0 TOBEY M. DALUZ, ESQUIRE BALLAD SPAHR ANDREWS & INGERSOLL, LLP 919 NORTH MARKET STREET, 12TH FLOOR WILMINGTON, DE 19801
ACS P.O. BOX 196666 ANCHORAGE, AK 99519-6665 ACS 600 TELEPHONE AVENUE MS8 ANCHORAGE, AK 99503 ACS LONG DISTANCE INC. ATTN: LARRY SNIPES A/R LD CABS BILLING MAIL STOP 8 600 TELEPHONE AVENUE ANCHORAGE, AK 99503-6091 ACS LONG DISTANCE INC. A/R LD CABS BILLING MAIL STOP 8 600 TELEPHONE AVENUE ANCHORAGE, AK 99503-6091 ACS LONG DISTANCE, INCORPORATED A/R LD CABS BILLING MAIL STOP 8,600 TELEPHONE AVENUE ANCHORAGE, AK 99503-6091 ACS WIRELESS P.O. BOX 92400 ANCHORAGE, AK 99509 ACUREN USA INCORPORATED P0 BOX 190350 ANCHORAGE, AK 99519-0350 ADA C NGAI AND CHRISTOPHER NGAI JTWROS 22 COLUMBUS IRVINE, CA 92620 ADOBE SYSTEMS INCORPORATED 345 PARK AVENUE SAN JOSE, CA 95110-2704 ADRIENNE FRILOT 4010 THERESA STREET LONG BEACH, CA 90814 ADVANCED DATA STORAGE INCORPORATED 6001 SCHIRRA COURT BAKERSFIELD, CA 93313 ADVANCED FILTRATION CONCEPTS, INCORPORATED P0 BOX 80759 RANCHO SANTA MARGARI, CA 92688-0759 ADVANCED WORKPLACE STRATEGIES, INC. 17821 E. 17TH ST., STE. 260 TUSTIN, CA 92780 AERA ENERGY LLC ATTN: J.C. BOYD C/0 MAYER BROWN LLP STEVEN E. RICH, ESQ. 350 SOUTH GRAND AVENUE 25TH FLOOR LOS ANGELES, CA 90071-1503 AERA ENERGY LLC C/0 MAYER BROWN LLP ATFN: STEVEN E. RICH, ESQ. 350 SOUTH GRAND AVENUE 25TH FLOOR LOS ANGELES, CA 90071-1503
(Counsel for Longfellow Energy LP) David Jones, Esquire Sprouse Shrader Smith P.C. 701 S. Taylor, Suite 500 Amarillo, TX 79105 (Counsel for Longfellow Energy LP) David M. Bennett, Esquire Rhett G. Campbell, Esquire Robert L. Paddock, Esquire Thompson & Knight, LLP 333 Clay Street, Suite 3300 Houston, TX 77002 (Counsel for Kathleen Brown) John A. Leonard, Esquire Leonard, Key & Key PLLC 900 8 " Street, Suite 320 Wichita Falls, TX 76307 (Counsel for Rise Energy Partners, LP) Robert D. Albergotti, Esquire Mark Elmore, Esquire Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 (Counsel for Waveland Services, Inc.) H. Kent Aguillard, Esquire Attorney at Law 141 S. 1611 Street P.O. Box 391 Eunice, LA 70535 3E COMPANY ATfN: JERRY MARPHY 1905 ASTON AVENUE, SUITE 100 CARLSBAD, CA 92008 3E COMPANY 1905 ASTON AVENUE, SUITE 100 CARLSBAD, CA 92008 55 CAMPAU NW GRAND RAPIDS, MI 49503-2616 A & E WELDING P0 BOX 286 ARGYLE, WI 53504-0286 A & E WELDING 14011 ANDERSON ST. PARAMOUNT, CA 90723
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 6

AERA ENERGY LLC 10000 MING AVENUE BAKERSFIELD, CA 93311-1164 AERA ENERGY LLC P.O. BOX 11164 BAKERSFIELD, CA 93389 AEROS ENVIRONMENTAL, INC. 18828 HIGHWAY 65 BAKERSFIELD, CA. 93308 AEROS ENVIRONMENTAL, INCORPORATED MASTER SERVICE AGREEMENT 18828 HIGHWAY 65 BAKERSFIELD, CA 93308 AFCO P0 BOX 360572 PITTSBURGH, PA 15250-6572 AFCO P0 BOX 360572 PITFSBURG, PA AFCO CREDIT CORPORATION ATTN: ERICA RYAN P.O. BOX 840 KANSAS CITY, MO 64114-0440 AFCO CREDIT CORPORATION 4501 COLLEGE BLVD. STE 320 LEAWOOD, KS 66211 AFCO CREDIT CORPORATION ATTN: ERICA RYAN P.O. BOX 8440 KANSAS CITY, MO 64114-0440 AGUILAR TESTING SERVICE P0 BOX 280 WILMINGTON, CA 90748 AIG - NATIONAL UNION FIRE INS. CO . OF PITTSBURGH, PA 70 PINE STREET NEW YORK, NY 10270 AIR LIQUIDE AMERICA CORP. P0 BOX 196670 ANCHORAGE, AK 99519-6670 AIRGAS - WEST 4007 PARAMOUNT BLVD STE 100 LAKEWOOD, CA 90723 AIRGAS-NOR PAC INC. ATTN: GAYLE COOK P0 BOX 7427 PASADENA, CA 91109-7427 AIRGAS-NOR PAC INC. P0 BOX 7427 PASADENA, CA 91109-7427 AIRGAS-NOR PAC, INC. 11900 NE 95Th ST., STE 400 VANCOUER, WA 98682 AIRGAS-NOR PAC, INCORPORATED P0 BOX 7427 PASADENA, CA 91109-7427 AJILON PROFESSIONAL STAFFING, LLC DEPT CH 14031 PALATINE, IL 600554031 AJILON PROFESSIONAL DEPT CH 14031 PALATINE, IL 600554031 AKIN GUMP STRAUSS HAUER 1111 LOUISIANA ST., 44TH FLOOR HOUSTON, TX 77002 ALAN JOHNSON 7 CORPORATE PLAZA DRIVE NEWPORT BEACH, CA 92660-7904 ALAN L BREITLER TR ALAN L BREITLER REV TRUST U/A DTD 02/16/98 1009 ARCOLA AVENUE SILVER SPRING, MD 20902 ALASKA - SERVICE ATTN: DIAN WENZEL SUITE B, 35419 KB DRIVE SOLDOTNA, AK 99669 USA ALASKA CAB P0 BOX 231110 ANCHORAGE, AK 99523-1110 ALASKA COMMUNICATION SYSTEMS AT-IN: TONNETTE JACKSON P.O. BOX 196666 ANCHORAGE, AK 99519-6666 ALASKA COMMUNICATION SYSTEMS P.O. BOX 196666 ANCHORAGE, AK 99519-6666 ALASKA COMMUNICATIONS SYSTEMS ATTN: LARRY SNIPES (SEE NOTES) ACS LONG DISTANCE INC. A/R LD CABS BILLING 600 TELEPHONE AVE MS 8 ANCHORAGE, AK 99503-6091 ALASKA DEPARTMENT OF LABOR & WORKFORCE DEVELOPMENT P0 BOX 25506 JUNEAU, AK 99802-5506 ALASKA DEPARTMENT OF LABOR AND WORKFORCE DEVELOPMENT P.O. BOX 25506 JUNEAU, AK 99802-5506 ALASKA DEPARTMENT OF NATURAL RESOURCES 550 WEST 7TH AVENUE, SUITE 800 ANCHORAGE, AK 99501 ALASKA DEPARTMENT OF REVENUE P.O. BOX 110420 JUNEAU, AK 99811-0420 ALASKA DEPT. OF LABOR & WORKFORCE DEVELOPMENT P.O. BOX 25506 JUNEAU, AK 99802-5506 ALASKA EXECUTIVE SEARCH 821 N. STREET, SUITE 204 ANCHORAGE, AK 99501-6093 ALASKA EXECUTIVE SEARCH, INC. AITN: ANNE H BULMER 821 N. STREET, SUITE 204 ANCHORAGE, AK 99501-6093 ALASKA EXECUTIVE SEARCH, INCORPORATED 821 NORTH STREET, SUITE 204 ANCHORAGE, AK 99501-6093 ALASKA INSTRUMENT CO. INC ATFN: DANIEL A CONRAD P.O. BOX 230087 ANCHORAGE, AK 99523 ALASKA INSTRUMENT CO. INC P.O. BOX 230087 ANCHORAGE, AK 99528 ALASKA PIPE RECOVERY P0 BOX 711 RENAl, AK 99611 ALASKA PURE WATER PRODUCT 301 EAST INTERNATIONAL AIRPORT ANCHORAGE, AK 99518 ALASKA PURE WATER PRODUCT 301 E INTL AIRPORT ANCHORAGE, AK 99518 ALASKA SUPPORT INDUSTRY 646 WEST 4TH AVENUE, SUITE 200 ANCHORAGE, AK 99501 ANCHORAGE, AK 99501 ALASKA SUPPORT INDUSTRY ALLIANCE 646W 4Th AVE., SUITE 200 ANCHORAGE, AK 99501 ALASKA TAX DIVISION 550 WEST 7TH AVENUE, SUITE 500 ANCHORAGE, AK 99501-3555 ALASKA TELECOM INC. P0 BOX 110541 ANCHORAGE, AK 99511 ALASKAS BEST WATER 50590 PATRICK DRIVE KENAI, AK 99611 ALBRECHT & ASSOCIATES INC. 711 LOUISANA SUITE 1600 HOUSTON, TX 77002 ALBRECHT & ASSOCIATES, INC. 711 LOUISIANA SUITE 1600 HOUSTON, TX 77002 ALEX MILOSAVLJEVIC & MILICA MILOSAVLJEVIC IT TEN WROS 328 STONEHAM WAY MADISON, AL 35756-6411 ALEXANDER C VASQUEZ 4173 ANNAPOLIS RD LAKEWOOD, CA 90712
DOCS_LA:2587I5.I 68773-003
Exhibit 2 - pg. 7

ALEXANDER ORTLZ 2042 LYNDHURST AVE CAMARILLO, CA 93010 ALFRED E WISE P0 BOX 300892 ESCONDIDO CA 92030-0892 ALFRED NORRIS COUCH & DIANE COUCH TEN COM 10703 SUN TREE CV AUSTIN TX 787301445 ALFREDO V. BAHENA C/O THE LAW OFC OF SHERI VIN1NG 1227 "L" ST. BAKERSFIELD, CA 93301 ALICE ANNE CALVERT P0 BOX 3301 KETCHUM, ID 83340 ALICE ANNE CAL VERT C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 ALLAN F KNOWLES 23531 TIMBERLINE WAY TEHACHAPI, CA 93561 ALLEN & VELLONE RE: BRANDY DANIELLE DONKEL 1600 STOUT STREET, SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: DANIEL K DONKEL 1600 STOUT STREET SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: DARRYL DONKEL 1600 STOUT STREET, SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: DAVID JON DONKEL 1600 STOUT STREET, SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: DESIREE J. JTJSTUS 1600 STOUT STREET, SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: DONNA MARIE GLORIA 1600 STOUT STREET, SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: JILLIAN M. GLORIA 1600 STOUT STREET SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: JOLENE KENYON 1600 STOUT STREET, SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE RE: ROBERT F. KENYON 1600 STOUT STREET, SUITE 1100 DENVER, CO 80202 ALLEN & VELLONE P.C. RE: DANIEL K. DONKEL SUITE 1100 1600 STOUT STREET DENVER, CO 80202 ALLEN COMPANY 2109 GUNDRY AVENUE SIGNAL HILL, CA 90755-3517 ALLEN V BECK 10753 HUBBARD WAY SAN JOSE CA 95127 ALLISON MARINE MORGAN CIT P0 DRAWER 511 MORGAN CITY, LA 70381 ALTA OFFICE SERVICES ATM: KAREN ASCENCIO 20425 S SUSAN ROAD LONG BEACH, CA 90810-1136 ALTA OFFICE SERVICES 204255 SUSANA RD LONG BEACH, CA 90810-1136 ALTA OFFICE SERVICES 204255 SUSAN ROAD LONG BEACH, CA 90810-1136 AMANDA BEATFIE OLIVO 1615 7TH STREET BOULDER, CO 80302-5906 AMANDA BEAHIE OLIVO CIO ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 AMANDA JEAN PARSON 8104 PERSHING DRIVE PLAYA DEL REY, CA 90293 AMERICAN ELECTRIC COMPONENTS, INCORPORATED 4901 FRUITLAND AVENUE AMERICAN ELECTRIC 8232 1/2 ATLANTIC AVENUE CUDAHY, CA 90201 AMERICAN HEAVY MOVING 11532 EAST END AVENUE CHINO, CA 91710 AMERICAN REFUSE 1316 J STREET WASCO, CA 93280 AMERIPRISE TRUST CO ACF DAVID M HOFFMAN IRA 14 STROBHAR STREET OKATIE SC 29909 AMHLJLL - AMERICAN OFFSHORE INS. SYNDICATE 30 BROAD STREET, 7TH FLOOR NEW YORK, NY 10004 AMMADON LIMITED AND CATHERWOOD LIMITED DEWEY & LEBOEUF LLP 1301 AVENUE OF THE AMERICAS NEW YORK, NY 10019 AMPCO PARKING 111 W. OCEAN BLVD. LONG BEACH, CA 908024622 AMPCO SYSTEM PARKING 111 WEST OCEAN BOULEVARD LONG BEACH, CA 90802-4622 ANACAPA INVESTMENTS LLC P0 BOX 679 SOMIS CA 93066-0679 ANDREAS LUDOLF BREYMANN 270A GROUSE CREEK CUTOFF SANDPOINT ID 838645992 ANDREW HOLES 5818 NE 197TH STREET KENMORE, WA 98028-3141 ANDREW HOLES C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ANDREW IDZIK 6039 COURTLAND DRIVE ERIE PA 16509-7847 ANDREW LOGAN 35 NEW SOUTH ST APT 406 NORTHAMPTON, MA 01060-4088 ANDREW T TAYLOR & ROSANGELA C TAYLOR JT TEN 208 VALE AVENUE ROCKFORD IL 61107-4648 ANDREW V ELlA 304 NEWBURY STREET, BOX 276 BOSTON, MA 02115-2839 ANDY UJVARY & AILEEN UJVARY 1130 CARRIAGE LANE CASPER, WY 82609 ANDY UJVARY AND C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ANNE ALPETER TR FBO ANNE INC UA MAR 08 1987 33596 N 79TH ST SCOTTSDALE AZ 85266-4248 ANNA J SPITZ 411 BOLLA PL ALAMO, CA 94507-1620 ANNA J SPITZ TFEE U/A DTD 0626 1987 BY SPITZ LIVING TRUST B 411 BOLLA PL ALAMO, CA 94507-1650
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 8

ANNA J SPITZ flEE U/A DTD 0626 1987 BY SPITZ LIVING TRUST B 3099 LUNADA LN ALAMO CA 94507 ANNE C BIERETZ 1000 EAST JOPPA ROAD, APARTMENT 507 TOWSON, MD 21286-5667 ANNE C BIERETZ C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ANTERO OILFIELD 6077 COFFEE ROAD 44 PMB 91 BAKERSFIELD, CA 93308 ANTHONY LAMARR BRYANT & KENNETH PAUL JONES TEN COM 4901 BREEZEWIND LN FORT WORTH TX 76123-6008 ANTHONY SUPAK ROSEMARIE SUPAK JT TEN 4027 THISTLEDOWN DR PASADENA TX 77504 ANTONIA M BUBAN 250W SOUTHLAKE BLVD STE 118 SOUTHLAKE TX 76092 APPEALS BOARD CAL-OSHA 100 N BARRANCA ST 4410 WEST COVINA, CA 91791 APPLIED MICROSYSTEMS INC. 3909 ARCTIC BLVD STE 201 ANCHORAGE, AK 99503-5769 APPLIED MICROSYSTEMS INCORPORATED 4000 OLD SEWARD HIGHWAY, SUITE 303 ANCHORAGE, AK 99503 APPLIED MICROSYSTEMS, INC 3909 ARCTIC BLVD STE 201 ANCHORAGE, AK 99503-5769 ARAMARK UNIFORM SERVICES INCORPORATED P0 BOX 5826 CONCORD, CA 94524-0826 ARAMARK UNIFORM SERVICES INCORPORATED P0 BOX 1289 CLOVIS, CA 93613-1289 ARCTIC CONTROLS, INCORPORATED 1120 EAST 5Th AVENUE ANCHORAGE, AK 99501-2759 ARCTIC OFFICE PRODUCTS ATFN: MELISSA MCCLELLAND BOX 100083 ANCHORAGE, AK 99510 ARCTIC OFFICE PRODUCTS BOX 10083 ANCHORAGE, AK 99510 ARCTIC OFFICE PRODUCTS BOX 100083 ANCHORAGE, AK 99510 ARCTOS 130 WEST INTL AIRPORT ROAD SUITE R ANCHORAGE, AK 99518 ARCTOS, LLC 130W. INTL AIRPORT RD, STE. R ANCHORAGE, AK 99518 ARCTOS, LLC MICHELLE L. BOUT1N JERMAIN, DUNNAGAN & OWENS, PC 3000 A STREET, SUITE 300 ANCHORAGE, AK 99503 ARCTOS, LLC C/0 JERMAIN, DUNNAGAN & OWENS, P.C. ATFN: MICHELLE L. BOUTIN 3000 A STREET, SUITE 300 ANCHORAGE, AK 99503 ARDENT COMPANIES P0 BOX 952130 DALLAS, TX 75395-2130 ARIF RASHID ROTH IRA TD AMERITRADE CLEARING CUSTODIAN 3306 175TH ST SE BOTHELL WA 980126668 ARIF S RASHID 3306 175TH ST SE BOTHELL WA 98012 ARREN BUCK C/0 NATALIE BUCK, UBS PAINE WEBBER, INC. CITTI CORP PLAZA 777 SOUTH FIGUEROA STREET, SUITE 5200 LOS ANGELES, CA 90017 ARREN BUCK C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ARROWHEAD P0 BOX 856158 LOUISVILLE, KY 40285 ARROWHEAD P.O. BOX 856158 LOUISVILLE, KY. 40258 ARROWHEAD P.O. BOX 856158 LOUISVILLE, KY 40258 ARROWHEAD P.O. BOX 856158 LOUISVILLE, KY ASSOCIATED GROUP 1600 EAST MCFADDEN AVE SANTA ANA, CA 92705 ASSOCIATED SERVICES INCORPORATED P0 BOX 1908 KENAI, AK 99611 AT&T P.O. BOX 78522 PHOENIX, AZ 85062-8522 AT&T PAYMENT CENTER SACRAMENTO, CA 95887-0001 AT&T P0 BOX 78522 PHOENIX, AZ 85062-8522 AT&T PAYMENT CENTER SACRAMENTO, CA 95887-0001 AT&T P0 BOX 6463 CAROL STREAM, IL 60197 AT&T P.O. BOX 60017 LOS ANGELES, CA 90060-0017 AT&T P0 BOX 60017 LOS ANGELES, CA 90060-0017 AT&T MOBILITY P0 BOX 60017 LOS ANGELES, CA 90060-0017 AT&T MOBILITY P0 BOX 6463 CAROL STREAM, IL
60197-6463
ATHENA SCHOFIELD 18069 COASTLINE DR APT 18 MALIBU, CA 90265-5733 ATLANTIC RICHFIELD COMPANY 333 SOUTH HOPE STREET LOS ANGELES, CA 90071 ATMOS INTERNATIONAL, INC. 1665 S. BROOK}{URST ST, SUITE A-I ANAHEIM, CA 92804 ATTENTION: BANKRUPTCY DIVISION C/0 LINDA DELGADO P.O. BOX 579 BAKERSFIELD, CA 93302 AUDREY E ELLINGSEN TRUST 1989 114 ALTURA WAY GREENBRAE, CA 94904-1220 AUDREY E ELLINGSEN TRUST 1989 C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285
40285-6158
ARTEMUS BRADLEY JR 14763 LADYBIRD VICTORVILLE, CA 92394 ARTIC OFFICE PRODUCTS BOX 10083 ANCHORAGE, AK 99510
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 9

AUDREY TIBBITFS AND J BRETT TIBBITTS TfEES FBO THE TIBBITTS MARITAL TR DTD 3/21/94 P0 BOX 679 SOMIS CA 93066-0679 AURORA GAS LLC 10333 RICHMOND AVENUE, SUITE 710 HOUSTON, TX 77042 AURORA GAS LLC 6051 NORTH COURSE DRIVE, SUITE 200 HOUSTON, TX 77042 AURORA GAS LLC 6051 NORTH COURSE DRIVE SUITE 200 HOUSTON, TX 77043 AURORA GAS,LLC. C/O JOHN H. TINDALL ATFN: G SCOTT PFOFF, PRESIDENT & MANAGER 6051 N. COURSE DRIVE SUITE 200 HOUSTON, TX 77072 AUTOMATIC POWER, INCORPORATED P0 BOX 4346, DEPARTMENT 253 HOUSTON, TX 77210-4346 AVALON RAFTS SALES AND SERVICE, INC. 218 NORTH MARINE AVE WILMINGTON, CA 90744 AVALON RAFTS SALES AND SERVICE, INC. ATFN: RICHARD COSTELLO 218 NORTH MARINE AVE WILMINGTON, CA 90744 AVANTI ENVIRONMENTAL INC A1TN: SONIA PRENDERGAST-CARROLL 2472 CHAMBERS ROAD, SUITE 100 TUSTIN, CA 92780 AVANTI ENVIRONMENTAL INC 2472 CHAMBERS ROAD, SUITE 100 TUSTIN, CA 92780 AVANTI ENVIRONMENTAL INCORPORATED 2472 CHAMBERS ROAD, SUITE 100 TUSTIN, CA 92780 AVANTI ENVIRONMENTAL, INC. ATFN: SONIA PRENDERGAST-CARROLL 2472 CHAMBERS ROAD SUITE 100 TUSTIN, CA 92780 AVATAR SYSTEMS 2801 NETWORK BLVD. SUITE 210 FRISCO, TX 75034 AVATAR SYSTEMS, INC. 2801 NETWORK BOULEVARD, SUITE 210 FRISCO, TX 75034 AWSI - ADVANCED WORKPLACE STRATEGIES INC. 17542 17TH STREET, SUITE 330 TUSTIN, CA 92780-7941 DOCS_LA:2587I5.1 68773-003 B & L PUMP & SUPPLY 2349 FRUITVALE AVENUE UNIT 5 BAKERSFIELD, CA 93308 B & T VACUUM SERVICE 11909 SNOWBERRY LANE BAKERSFIELD, CA 93312 B J SERVICES COMPANY P0 BOX 4346 DEPARTMENT 393 HOUSTON, TX 77210-4346 B- LINE SALES INCORPORATED 2008 NORRIS ROAD BAKERSFIELD, CA 93308 B.O.P. PRODUCTS, LLC P.O. BOX 60000 SAN FRANCISCO, CA 94160-3484 B.O.P. PRODUCTS, LLC P0 BOX 692172 HOUSTON, TX 77269-2172 B.O.P. PRODUCTS, LLC 9118 SWEETBRUSH DRIVE HOUSTON, TX 77064-1415 BAKER HUGHES BUSINESS P.O. BOX 200415 HOUSTON, TX. 77216-0415 BAKER HUGHES CENTRILIFT 795 E 94TH CT ANCHORAGE, AK 99515-4295 BAKER-CAL VENTURA LP 5120 WEST GOLDLEAF CIRCLE SUITE 300 LOS ANGELES, CA 90056 BAKER-CAL VENTURA, L.P. ATFN: MO RILEY 5120 WEST GOLDLEAF CIRCLE SUITE 300 LOS ANGELES, CA 90056 BAKER-CAL VENTURE LP 5120 WEST GOLDLEAF CIRCLE SUITE 300 LOS ANGELES, CA 90056 BAKERSFIELD ELECTRIC 121 WEST SUMNER STREET BAKERSFIELD, CA 93301 BAKERSFIELD PIPE & SUPPLY P0 BOX 639 BAKERSFIELD, CA 93302 BAKERSFIELD PIPE & SUPPLY ATrN: OWEN K WESTOVER DEPT. 9932 LOS ANGELES, CA 90084-9932 BAKERSFIELD PIPE & SUPPLY DEPARTMENT 9932 LOS ANGELES, CA 90084-9932 BAKERSFIELD PIPE & SUPPLY 2530 PALM DRIVE SIGNAL HILL CA 90755 BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1735 MARKET STREET, 51ST FLOOR PHILADELPHIA, PA 19103-7599 BALLARD SPAHR ANDREWS & INGERSOLL, LLP RE: NOBLE ENERGY, INC. TOBEY M. DALUZ, ESQUIRE - JOSHUA E. ZUGERMAN, ESQUIRE 919 N. MARKET STREET, 12TH FLOOR WILMINGTON, DE 19801 BAND & COMPANY P0 BOX 1787 MILWAUKEE, WI 53201 BANKING SECURITIES & CORPORATE DIVISION 3601 C STREET #724 ANCHORAGE, AK 99503 BARBARA A BUCK P0 BOX 1623 RANCHO SANTA FE, CA 92067 BARBARA A BUCK C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BARBARA ANN KRUK SEAMOUNT 25116 EAGLE RIVER ROAD EAGLE RIVER, AK 99577 BARE THREADS & LAUNDROMAT P0 BOX 7263 NIKISKI, AK 99635 BARE THREADS & LAUNDROMAT ATTN: SHONDA E. POWELL P.O. BOX 7263 NIKISKJ, AK 99635 BARE THREADS & LAUNDROMAT P.O. BOX 7263 NIKISKI, AK 99635 BARRY C WHITE UTA CHARLES SCHWAB & CO INC IRA CONTRIBUTORY DTD 10/01/97 3060 SAMANTHA DR SANTA YNEZ CA 93460 BARTHOLOMEW W CONTI 44 SCHOOL ST APT I FAIRFIELD CT 06824 BASIN SUPPLY A1TN: DARREN KATIC 648 1ST STREET HERMOSA BEACH, CA 90254 BASIN VALVE COMPANY 1500 EAST BURNETT STREET SIGNAL HILL, CA 90755 BAUDOIN F DE 23679 CALABASAS ROAD #15 CALABASAS, CA 91302
Exhibit 2
pg. 10

BEACHER CARLSON P0 BOX 933216 ATLANTA, GA 31193-3216 BEACON OHSS, INC. ATTN: FILL SPIEGEL 800 CORDOVA ST. ANCHORAGE, AK 99501 BEACON OHSS, INC. 800 CORDOVA ST. ANCHORAGE, AK 99501 BEACON OHSS, INCORPORATED 800 CORDOVA STREET ANCHORAGE, AK 99501 BECKENDORF FAMILY TRUST C/0 STEVEN BECKENDORF 576 VISTAMONT AVENUE BERKELEY, CA 94708-1225 BECKENDORF FAMILY TRUST C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BEECHER CARLSON P0 BOX 933216 ATLANTA, GA 31193-3216 BEECHER CARLSONIMASTER TRUST P0 BOX 933216 ATLANTA, GA 31193-3216 BELMAR ENGINEERING 25500 HAWTHORNE BOULEVARD SUITE 2155 TORRANCE, CA 90505-6837 BENJAMIN N COLBY 14 TASMAN SEA NEWPORT COAST CA 92657 BERNHARD L MOCK JR 2789 RUTGERS AVE LONG BEACH CA 90815 BETA TECHNOLOGIES 2841 MISSION STREET SANTA CRUZ, CA 95060 BETA TECHNOLOGIES P.O. BOX 773 SOLDOTNA, AK 99669 BETH KILLOUGH 142 PALOMINO ROAD ABILENE, TX 79602 BETH KILLOUGH C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BETTY J WALKER 140 PASATIEMPO DR BAKERSFIELD, CA 93305 BILL DAVIS 1508 SPRING STREET SAINT HELENA, CA 94574 DOCS_LA:258715.1 68773-003 BINGHAM MCCUTCHEN LLP RE: MLQ, L.L.C. C/O STEVEN WILAMOWSKY, ESQ 399 PARK AVENUE NEW YORK, NY 10014 BINGHAM MCCUTCHEN LLP RE: MTGLQ INVESTORS, L.P. C/O STEVEN WILAMOWSKY, ESQ 399 PARK AVENUE NEW YORK, NY 10014 BINGHAM MCCUTCHEN LLP RE:MTGLQ INVESTOR, L.P. C/O STEVEN WILAMOWSKY, ESQ 399 PARK AVENUE NEW YORK, NY 10014 BINGHAM MCCUTCHEN LLP 399 PARK AVENUE NEW YORK, NY 100224689 BINGHAM MCCUTCHEN LLP ONE FEDERAL STREET BOSTON, MA 01221-1726 BINGHAM MCCUTCHEN LLP AMY L. KYLE RE: J. ARON & COMPANY ONE FEDERAL STREET BOSTON, MA 02110-1726 BIRCH, HORTON, BI1TNER & CHEROT 1127 WEST SEVENTH AVENUE ANCHORAGE, AK 99501 BIRGIT SNODGRASS 2464 RUE LE CHARLENE RANCHO PALOS VERDE, CA 90275-6361 BJ SERVICES COMPANY P.O. BOX 4346 DEPT. 396 HOUSTON, TX. 772104386 BLACK GOLD PUMP & SUPPLY ATIN: THOMAS E. CACEK P0 BOX 16007 LONG BEACH, CA 90806 BLACK GOLD PUMP & SUPPLY P0 BOX 16007 LONG BEACH, CA 90806 BLACKGOLD PUMP AND SUPPLY, INC. ATFN: STEVE BOLL WEG 2459 LEWIS AVENUE SIGNAL HILL, CA 90788 BLAIR-MARTIN CO., INC. ATM: LORI M LATEER 1500 E. BURNETT ST. SIGNAL HILL, CA 90755 BLAIR-MARTIN CO., INC. 1500 E. BURNETT ST. SIGNAL HILL, CA 90755 BLAIR-MARTIN CO., INCORPORATED 1500 EAST BURNETT STREET SIGNAL HILL, CA 90755 BLAKE B BARTON 317 ALAVARDO STREET REDLANDS, CA 92373-5122 BLAKE OFFSHORE LLC TWO LAKE WAY PLAZA 3850 N. CAUSEWAY BLVD. SUITE 1160 METAIRIE, LA 77002 BLAKE OFFSHORE, LLC 3850 N. CAUSEWAY BLVD., STE. 1160 METALRIE, LA 77002 BLAKE OFFSHORE, LLC TWO LAKE WAY PLAZA 3850 N. CAUSEWAY BLVD., SUITE 1160 METAIRIE, LA 77002 BLANK ROME LLP RE: SALAMATOF NATIVE ASSOCIATION, INC. C/0 MICHAEL D. DEBAECKE, ESQUIRE. 1201 NORTH MARKET STREET, SUITE 800 WILMINGTON, DE 19801 BLUE SHIELD OF CALIFORNIA FILE 55331 LOS ANGELES, CA 90074 BLUE SHIELD OF CALIFORNIA P.O. BOX 55331 LOS ANGELES, CA. 90074 BLUE SKY DESIGNS P0 BOX 1490 PARAMOUNT, CA 90723 BLUEPRINT ENTRPRISES, INCORPORATED 1100 18TH STREET BAKERSFIELD, CA 93301 BLUFFTON COLLEGE A1TN: RICHARD LICHTLE, BUS. MANAGER 280 WEST COLLEGE AVENUE BLUFFTON, OH 45817-1196 BLUFFTON COLLEGE C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BOARD OF EQUALIZATION FUEL TAXES DIVISION P.O. BOX 942879 SACRAMENTO, CA 94279-6147 BOARD OF EQUALIZATION P.O. BOX 942879 SACRAMENTO, CA. 94279-6147 BOBBY BRANCH 8040 BIG BEND SAN ANTONIO TX 78250-2841 BOBBY D & JUDITH HEATH 7615 S. COOK WAY CENNTENIAL, CO 80122 BOBBY HEATH & JUDITH HEATH 7615 SOUTH COOK WAY LITFLETON, CO 80122
Exhibit 2
pg. 11

BOBBY HEATH AND CIO ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 BOLT 1980 RESIDUAL TRUST SANDRA JEAN BERRY TRUSTEE 1041 JAMAICA FOSTER CITY, CA 94404 BOLT 1980 RESIDUAL TRUST C/O ROYALTY DISTRJBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BOWMAN LAU 4818 TIFFANY PARK CIRCLE SANTA MARIA, CA 93455 BOWMAN LAU 4818 TIFFANY PARK CIR SANTA MARIA, CA 93455 BRACE WELL & GIIJLIANI LLP P0 BOX 848566 DALLAS, TX 75284-8566 BRADLEY S CUSHARD 167 RUSSELL RANCH LANE GREAT FALLS MT 59405-6467 BRAND SCAFFOLD RENTAL P0 BOX 91473 CHICAGO, IL 60693 BRAND SCAFFOLD RENTAL & P.O. BOX 91473 CHICAGO, IL 60693 BRANDY DANIELLE DONKEL C/O PATRICK J. RUSSELL-DARRYL DONKEL 1019 WEST FAIRBANKS AVE. WINTER PARK, FL 32789 BRANDY DONKEL UNDER UGMA DARRYL J. DONKEL AS CUSTODIAN 1019 WEST FAIRBANKS AVENUE WINTER PARK, FL 32789 BRANDY DONKEL UNDER UGMA C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BREITBURN OPERATING LP 515 SOUTH FLOWER STREET 44800 LOS ANGELES, CA 90071-2241 BRENDEN MEHAFFEY (POA) EXECUTOR OF THE KENNETH A. MEHAFFEY ESTATE AND THE KENNETH A. MEHAFFEY REVOCABLE TRUST 562 ELDORA ROAD PASADENA, CA 91104 BRENT A MARKING SHERYL J MARKING iT TEN 1470 E REDWOOD DR CHANDLER AZ 85249 DOCS_LA:258715.1 68773-003 BRENT ALAN BRANDOLINO UTA CHARLES SCHWAB & CO INC ROTH CONVERSION IRA 8180 OAK KNOLL DR GRANITE BAY CA 95746 BRENT ALAN BRANDOLINO & ANN B BRANDOLINO COMM/PROP 8180 OAK KNOLL DR GRANITE BAY CA 95746 BRENT W DYSON 2014 SAINT ANDREW COURT GODDARD, KS 67052-8472 BRENT W DYSON C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BREWSTER JOHNSON 2705 BAYVIEW DR APT B MANHATTAN BEACH CA 90266-2134 BRIAN CAMPBELL CUSHARD 309 EAST EDGEWATER AVENUE NEWPORT BEACH, CA 92661 BRIAN DELANEY 2068 SITKA CT LOVELAND CO 80538 BRIAN N DEFONSEKA 3720 EVANS ST APT I DAN VILLE IL 61832-1153 BRIAN N ORORK 510 LAKE ST HUNTINGTN BCH CA 92648-4926 BRIGITTE DURAN 29301 HILLRISE DRIVE AGOURA HILLS, CA 91301-1535 BRIGITTE DURAN 29301 I-IILLRISE DR AGOURA HILLS CA 91301 BRINDERSON, LP P0 BOX 51321 LOS ANGELES, CA 90051-5621 BROAD POINT I, B.V 660 STEAMBOAT ROAD, 2ND FLOOR GREENWICH, CT 06830 BROADRIDGE INVESTOR A1TN: JEAN BYRNES P.O. BOX 23487 NEWARK, NJ 07189 BROADRIDGE INVESTOR P.O. BOX 23487 NEWARK, NJ 07189 BROCKS TRAILERS INCORPORATED 6901 EAST BRUNDAGE LANE BAKERSFIELD, CA 93307 BROOKE ASBURY 1938 HIGH POINT DRIVE SARASOTA, FL 34236-7821 BROOKS OILFIELD SERVICES INCORPORATED 529 FRANCIS ST BAKERSFIELD, CA 93308-2351 BROWN ARMSTRONG 4200 TRUXUN AVENUE, SUITE 300 BAKERSFIELD, CA 93309 BRUCE F BECKER TTEE MATTHEW BENJAMIN BECKER AGE 21 TRUST DTD 12/30/86 2605 S DECATUR BLVD STE 218 LAS VEGAS NV 89102-8593 BRUCE I CLARDY & JUDY L CLARDY 18255 TRAIL WEST DR BUENA VISTA, CO 81211-9130 BRUCE I CLARDY AND C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BRUCE WATTS 22399 CUPERTINO ROAD V#7 CUPERTINO, CA 95014 BRUCE WATTS C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 BRYANT D CRAGUN 28 VIA DIVERTIRSE SAN CLEMENTE CA 92673 BUCHANAN INGERSOLL & ROONEY PC RE: WAVELAND SERVICES, INC. C/O MARY F. CALO WAY, ESQ. - MONA A. PARIKH, ESQ. 1105 NORTH MARKET STREET, SUITE 1900 WILMINGTON, DE 19801 BUCHANAN INGERSOLL & ROONEY PC COUNSEL FOR WAVELAND SERVICES, INC. MARY F. CALOWAY, ESQ. - MONA A. PARIKH, ESQ. 1105 NORTH MARKET STREET, SUITE 1900 WILMINGTON, DE 19801 BUILDING INSPECTIONS 14403 PACIFIC AVENUE BALDWIN PARK, CA 91706 BUREAU OF LAND MANAGEMENT CALIFORNIA STATE OFFICE 2800 COTTAGE WAY, SUITE W-1623 SACRAMENTO, CA 95825 BURR PEASE & KURTZ INC. 810 NORTH STREET, SUITE 300 ANCHORAGE, AK 99501-3271 BURR PEASE & KURTZ INC. C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285
Exhibit 2
pg. 12

BURR, PEASE & KURTZ RE: COIL, INC. 810N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURP, PEASE &KURTZ RE: DEBRA ROBINSON 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ RE: GREGORY S. BURGESS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ RE: JASON AND JANET BURGESS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ RE: JEFFEREY L. BURGESS 810 N STREET, SUITE 300 ANCHORAGE, AK 9950 1-3293 BURR, PEASE & KURTZ RE: JOHN M. ROBINSON 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ RE: LAB PROPERTIES, INC. 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ RE: MEDEMA FAMILY TRUST 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ RE: MEDEMA PROPERTIES, LLC 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ RE: MEDIMA PROPERTIES, LLC 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293 BURR, PEASE & KURTZ, INC. C/O JOHN C. SIEMERS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501 BURR, PEASE & KURTZ, INC. AITN: JOHN C. SIEMERS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501 BUSINESS LICENSE DEPT P0 BOX 630 LONG BEACH, CA 90842-0001 C & B BAILERS 7125 COPPER CREEK WAY BAKERSFIELD, CA 93308 C & H TESTING SERVICE INCORPORATED P0 BOX 9907 BAKERSFIELD, CA 93389-1907 C D LYON CONSTRUCTION P0 BOX 1456 VENTURA, CA 93002-1456 DOCS_LA:258715.1 68773-003 CISPRI P. 0. BOX 7314 NTKISKI, AK 99635 CISPRI P0 BOX 7314 NIKJSKI, AK 99635 C RICHARD DUNRUD 24568 GIANT GULCH RD EVERGREEN CO 80439-5621 C. D. LYON CONSTRUCTION P0 BOX 1456 VENTURA, CA 93002-1456 C. P. (JACK) COUGHLAN C. P. (JACK) COUGHLAN DECEASED C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CA CHAMBER OF COMMERCE P0 BOX 537016 SACRAMENTO, CA 93309-7016 CA CHAMBER OF COMMERCE P0 BOX 526020 SACRAMENTO, CA 95852-6020 CA DMV RENEWAL P.O. BOX 942894 SACRAMENTO, CA 94297-0894 CABLECO 9816 ARLEE AVENUE SANTA FE SPRINGS, CA 90670 CADE FAMILY BUSINESS LTD PARTNERSHIP C/0 DR. SAMUEL H. CADE 3701 JTJNIUS STREET DALLAS, TX 75246 CADE FAMILY BUSINESS LTD PARTNERSHIP C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CAITLIN E MYERS 130 ROYCROFT APT 302 LONG BEACH, CA 90803 CAITLIN E. MYERS 130 ROYCROFT APARTMENT 302 LONG BEACH, CA 90803 CAL COAST ACIDIZING SERVICES P0 BOX 2050 ORCUTr, CA 93457 CALDWELL INSURANCE AGENCY 15935 WHITFIER BOULEVARD WI-IITFIER, CA 90603 CALIFORNIA AIR POLLUTION CONTROL 1107 9TH STREET, SUITE 210 SACRAMENTO, CA 95814 CALIFORNIA DEPARTMENT OF CONSERVATION JUSTIN W. DERSCH,STAFF COUNSEL CALIFORNIA STATE CONTROLLERS OFFICE 300 CAPITAL MALL, SUITE 1850 SACRAMENTO, CA 95814 CALIFORNIA DRILLING FLUID 1122 TRUXFUN AVENUE, SUITE 100 BAKERSFIELD, CA 93301-4618 CALIFORNIA EXPORT FINANCE OFFICE 1 WORLD TRADE CENTER #900 LONG BEACH, CA 90831 CALIFORNIA FRANCHISE TAX BOARD P0 BOX 942857 SACRAMENTO, CA 94257-0540 CALIFORNIA INDEPENDENT 1122 TRUXTUN AVENUE, SUITE 100 BAKERSFIELD, CA 933014618 CALIFORNIA PUBLIC UTILITIES COMMISSION LOS ANGELES OFFICE 320 WEST 4TH STREET, SUITE 500 LOS ANGELES, CA 90013 CALIFORNIA REGIONAL WATER QUALITY CONTROL BOARD 320 WEST FOURTH STREET, SUITE 200 LOS ANGELES, CA 90013 CALIFORNIA SECRETARY OF STATE P0 BOX 944230 SACRAMENTO, CA 94244 CALIFORNIA STATE LANDS COMMISSION 200 OCEANGATE, SUITE 900 LONG BEACH, CA 90802 CALIFORNIA STATE LANDS COMMISSION 100 HOWE AVENUE SUITE 100 SOUTH SACRAMENTO, CA 95825-8202 CALIFORNIA WATER RESOURCES P0 BOX 942836 SACRAMENTO, CA 94236 CALROL, INC P.O. BOX 51353 LOS ANGELES, CA 90051-5653 CALSCIENCE ENVIRONMENTAL LABORATORIES, INCORPORATED 19433 EAST WALNUT DRIVE SOUTH CITY OF INDUSTRY, CA 91748-2316 CALSCIENCE ENVIRONMENTAL 19433 E. WALNUT DRIVE SOUTH CITY OF INDUSTRY, CA 91748-2316 CALTROL INC ATTN: DUANE DUDLEY 6685 AMEILA EARHART COURT LAS VEGAS, NV 89119 CALTROL INC P.O. BOX 51353 LOS ANGELES, CA 90051-5653
Exhibit 2
pg. 13

CALTROL, INC. P.O. BOX 51353 LOS ANGELES,CA 90051-5653 CALTROL, INC. ATFN: DUANE DUDLEY 6685 AMELINE EARIIART COURT LAS VEGAS, NV 89119 CAMERON AYfN: IRENE (RENE) SI-IEFFEL 4646W. SAM HOUSTON PARKWAY N HOUSTON, TX 77041 CAMERON ATfN: IRENE SHEFFEL 4646W. SAM HOUSTON PARKWAY N HOUSTON, TX 77041 USA CAMERON INTERNATIONAL CORPORATION C/O CARL DORE, JR. DORE & ASSOCIATES, ATTORNEYS, P.C. 17171 PARK ROW, SUITE 350 HOUSTON, TX 77084 CAMERON SURFACE SYSTEMS P.O. BOX 730491 DALLAS, TX 75373-0491 CAMERON SURFACE SYSTEMS 10330 OLD SEWARD HWY ANCHORAGE, AK 99515 CANEROS ACQUISITION CORPORATION III WEST OCEAN BOULEVARD SUITE 1240 LONG BEACH, CA 90802 CANEROS ENERGY 111 WEST OCEAN BOULEVARD SUITE 1240 LONG BEACH, CA 90802 CANNON ASSOCIATES 1050 SOUTHWOOD DRIVE SAN LUIS OBISPO, CA 93401 CARGOIL AND GAS CO. LLC P0 BOX 29450 SANTA FE, NM 87592-9450 CARGOIL AND GAS CO. LLC C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CARL LEWIS GANTER 8108 LAKEHURST DR OKLAHOMA CITY OK 73120-4328 CARLA L ADVENT & JAMES P RANTER JT TEN 9591 ALCOSTA BLVD SAN RAMON CA 94583-3640 UNITED STATES CARLA L ADVENT & JAMES P RANTER iT TEN 9591 ALCOSTA BLVD SAN RAMON CA 94583-3640 CARLEIGH LESTER 703 E COLORADO AVE COLORADO SPGS, CO 80903-3617 CARNEROS ACQUISITION CORP. III W. OCEAN BLVD. SUITE 1240 CARNEROS ACQUISITION CORP. 111 W. OCEAN BLVD., STE. 1240 LONG BEACH, CA 90802 CARNEROS ENERGY INC. Ill W. OCEAN BLVD. SUITE 1240 LONG BEACH, CA 90802 CARNEROS ENERGY, INC. 111 W. OCEAN BLVD. SUITE 1240 LONG BEACH, CA 90802 CARNEROS ENERGY, INC. 111 W. OCEAN BLVD. SUITE 1240 CAROL A COLLINS ROTH IRA TD AMERITRADE INC CUSTODIAN 5250 WHISPERING OAKS #Al PARMA OH 44134-4571 CAROL A LINNELL 3040 MID VALE AVENUE LOS ANGELES, CA 90034-3408 CAROL A LINNELL C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CAROL HUFFAKER PDX BOX 1390 BEAVERTON OR 97075 CAROL S ROBINSON CHARLES SCHWAB & CO INC CUST SEP-IRA 1143 SCENIC CREST DR HENDERSON NV 89052 CAROLYN BRIAN 3142 ANGELUS DRIVE WATERFORD, MI 48329 CAROLYN BRIAN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CAT ACCESSACCOUNT ATTN: CHRISSY DOUGLAS 2120 WEST END AVE NASHVILLE, TN 37203 CAT ACCESSACCOUNT 2120 WEST END AVE NASHVILLE, TN 37203 CATHERINE A MEYER CARLA J CERICOLA POA 17225 N. 17TH STREET PHOENIX, AZ 95022-2104 CATHERINE A MEYER C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) 17225 N. 17TH STREET PHOENIX, AZ 95022-2104 CATHY J FREIS 2161 WESTLINE RD. GREEN BAY WI 54313-7611 CDI ENERGY RESOURCES P0 BOX 974594 DALLAS, TX 75397-4594 CEDE & CO P0 BOX 20 BOWLING GREEN STN NEW YORK NY 10274 UNITED STATES CEDE & CO P0 BOX 20 BOWLING GREEN STN NEW YORK NY 10274 CEDE & COMPANY 55 WATER STREET NEW YORK, NY 10041 CEDE & COMPANY P0 BOX 20 BOWLING GREEN STATION NEW YORK, NY 10274 CENTRAL FISHING TOOL INCORPORATED 1855 EAST 29TH STREET SIGNAL HILL, CA 90806 CENTRALIFT CENTRE-POINT CORPORATION GENERAL SERVICES & SALES P.O. BOX 1645 MONTEREY PARK, CA 91754 CENTRE-POINT CORPORATION, INC. GENERAL SERVICES & SALES P.O. BOX 1645 MONTEREY PARK, CA 91754 CENTRE-POINT CORPORATION, INC. 403 EAST ARROW HIGHWAY, NO. 307 SAN DIMAS, CA 91773 CENTURY CALIBRATING COMPANY 2439 CERRITOS AVENUE LONG BEACH, CA 90806 CERTEX USA INCORPORATED P0 BOX 201553 DALLAS, TX 75320-1553 CHANSLOR-WESTERN OIL & DEVELOPMENT COMPANY 10737 SHOEMAKER AVENUE SANTA FE SPRINGS, CA 90670 CHARLES A VOLKERT 145 JEFFERSON AVE APT 441 MIAMI BEACH FL 33139-7086
DOCS_LA:2587I5.1 68773-003
Exhibit 2
pg. 14

CHARLES A VOLKERT TEE CHARLES A VOLKERT TRUST U/A 6/8/87 7551 CALLE FACIL SARASOTA FL 34238 CHARLES E CHAMBERLAIN P0 BOX 1025 CHANNEL VIEW, TX 77530-1025 CHARLES E TOMLIN & MARY ANN TOMLIN IT TEN 8423W TETHER TRL PEORIA AZ 85383 CHARLES E. COLE 406 CUSHMAN STREET FAIRBANKS, AK 99701 CHARLES E. COLE C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CHARLES J DAVIS SR SIMPLE IRA ID AMERITRADE INC CUSTODIAN 2106 WINTERWOOD DR FULLERTON CA 92833-1250 CHARLES L BROWN JULIE H BROWN 3064 RIVER LAKES DR WHITEFISH MT 59937-7801 CHARLES 0 & MARY K ALEXANDER LIVING TRUST P0 BOX 1214 FARMINGTON, NM 87499 CHARLES 0 & MARY K ALEXANDER LIVING TRUST C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CHARLES R COLEMAN 7208 SIERRA RIM DRIVE BAKERSFIELD, CA 93313 CHARLES SCHWAB TRUST CO TEE GENERAL ATOMICS 401K RET SAV FBO JUDITH ANN KREMER P0 BOX 420286 SAN DIEGO CA 92142 CHARLES SCHWAB TRUST CO TFEE HAWAII PERMJNENTE MED GRP PSP FBO JAMES AR]) 910 WAINEE ST LAHAINA HI 96761 CHARLES SCOTT LYON 10 STONE COTTAGE LN WHARTON NJ 07885 CHARLOTTE M MULLER TRUST JOAN TINKEY, SUCC. TRUSTEE 3833 HIGHWAY 178 WEST+C129 #106 LAKEVIEW, AR 72642 CHARLOTTE M MULLER TRUST DTD 8/20/04 C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CHARTER BUSINESS P0 BOX 78006 PHOENIX, AZ 85062-8006 CHARTER COMMUNICATION P0 BOX 78006 PHOENIX, AZ 85062-8006 CHARTER COMMUNICATIONS P0 BOX 78006 PHOENIX, AZ 85062 CHARTER COMMUNICATIONS P0 BOX 78006 PHOENIX, AZ 85062-8006 CHERI CATHLENE LAUDER 38050 HIGHWAY 228 BROWNSVILLE, OR 97327 CHERI CATHLENE LAUDER 38050 HIGHWAY 228+C226 BROWNSVILLE, OR 97327 CHERI CATHLENE LAUDER C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CHERYL LOCEY 15 WOODHAVEN COURT ALAMO CA 94507 CHEVRON 3800 CENTERPOINT DRIVE, SUITE 100 ANCHORAGE, AK 99503 CHEVRON N AMER EXPL & PROD COMPANY ACCOUNTING P0 BOX 730180 DALLAS, TX 75373-0180 CHEVRON NORTH AMERICA EXPLORATION & PRODUCTION 909 WEST 9TH AVENUE P0 BOX 196247 ANCHORAGE, AK 995 19-6247 CHEVRON NORTH AMERICA EXPLORATION AND PRODUCTION CO., A DIVISION OF CHEVRON U.S.A. INC. A1TN: STEVE LASTRAPES MANAGING COUNSEL, U.S. ONSHORE 11111 S. WILCREST DRIVE, ROOM N-2011 HOUSTON, TX 77099 CHEVRON NORTH AMERICAN EXPLORATION P0 BOX 6016 SAN RAMON, CA 94583 CHEVRON OIL COMPANY 3800 CENTERPOINT DRIVE, SUITE 100 ANCHORAGE, AK 99503 CHICAGO TITLE COMPANY 700 SOUTH FLOWER STREET, SUITE 800 LOS ANGELES, CA 90017 CHISTINA BORDEN 3466 BUTLER RD REISTERSTOWN, MD 21136 CHISTOPHER C CHENG 9301 SW 92ND AVE APT A207 MIAMI FL 33176-2101 CHRIS CLARENCE KNOBLAUCH 8216 SUNNY HILL CV FORT WAYNE IN 46804 CHRIS J KELLY P0 BOX 1908 NEW YORK NY 10013-0881 CHRIS J KIBBE P0 BOX 156 RANDALL KS 66963 CHRISTIAN CAMPAS 820 SYCAMORE AVENUE APARTMENT # 209 VISTA, CA 92801 CHRISTIAN CANVAS 820 SYCAMORE AVENUE, APARTMENT #183 VISTA, CA 92081 CHRISTIAN CANVAS 820 SYCAMORE AVE APT # 209 VISTA, CA 92801 CHRISTIANNA J CRAPETICIO C/O BARBARA BUCK P0 BOX 1623 RANCHO SANTA FE, CA 92067 CHRISTIANNA J CRAPETICIO C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 CHRISTINA J. BEATY 7420 SOLARSET CIRCLE ANCHORAGE, AK 99507 CHRISTINE PETERS 36 JINELLA COURT BOONTON NJ 07005 CHRISTOPHER DE LUNA & ELENA DE LUNA TEN COM 1755 DIXON REDONDO BEACH CA 90278 UNITED STATES CHRISTOPHER B KERSCHEN 6854 51GM ST LAS VEGAS, NV 89166 CHRISTOPHER DE LUNA ELENA DE LUNA 1755 DIXON REDONDO BEACH, CA 90278
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 15

CHRISTOPHER DE LUNA & ELENA DE LUNA TEN COM 1755 DIXON REDONDO BEACH CA 90278 CHRISTOPHER J WILLIAMS 23615 BATEY AVENUE HARBOR CITY CA 90710-1206 CHRISTOPHER LEE KELLER 7034 T.ERMIGER LN SOUTH LYON MI 48178-9600 CHRISTOPHER RM. DELUNA 15 CLEMATIS ST LADERA RANCH CA 92694 CHUM LY 1075 ORIZABA AVE. LONG BEACH CA 90804-3737 CHUM SLY 124 1/2 ORANGE AVE LONG BEACH, CA 90802 CHUMLEYS P0 BOX 753 STERLING, AK 99672 CISPRI P0 BOX 7314 NIKISKI, AK 99635 CIT TECHNOLOGY FIN SERV INC. P0 BOX 100706 PASADENA, CA 91189-0706 CIT TECHNOLOGY FIN SERVICES INCORPORATED P0 BOX 100706 PASADENA, CA 91189-0706 CIT TECHNOLOGY FINANCIAL SERVICES INCORPORATED P0 BOX 100706 PASADENA, CA 91189-0706 CIT TECHNOLOGY FINANCING SERVICES, INC. AITN: STACEY GRAY BANKRUPTCY PROCESSING SOLUTIONS, INC. 1162 E. SONTERRA BLVD., SUITE 130 SAN ANTONIO, TX 78258 CITY NATIONAL BANK TRUST OPERATIONS/PROXY PROCESSING 555 S. FLOWER ST 10TH FLOOR LOS ANGELES CA 90071 CITY OF LONG BEACH GENERAL MANAGER, P.O. BOX 570 LONG BEACH, CA 90801 CITY OF LONG BEACH P.O. BOX 630 LONG BEACH, CA 90842-0001 CITY OF LONG BEACH P0 BOX 630 LONG BEACH, CA 900842-0001 CITY OF LONG BEACH (PUMP STATION) ONE WORLD TRADE CENTER SUITE 300 LONG BEACH, CA 90831 CITY TREASURER 333 WEST OCEAN BOULEVARD #46 LONG BEACH, CA 90802 CLAPJANT CORPORATION 3618 COLLECTION CENTER DRIVE CHICAGO, IL 60693-0036 CLARIANT CORPORATION ATrN: GARY MULHERIN CLAMANT OIL SERVICES, INC 4000 MONROE RD CHARLOTTE, NC 28205 CLAMANT CORPORATION ATFN: GARY MULHERIN 4000 MONROE ROAD CHARLOTTE, NC 28205 CLAMANT CORPORATION 3618 COLLECTION CENTER DR. CHICAGO, IL 60693 CLARION CAPITAL CORPORATION 23400 COMMERCE PARK BEACHWOOD, OH 44122-5813 CLAUS & EDNA FRICKE P0 BOX 1557 EAGLE, CO 81631 CLEAN HARBORS ENVIRONMENTAL SERVICES P0 BOX 3422 BOSTON, MA 02241-3442 CLEAN HARBORS P0 BOX 3422 BOSTON MA, 02241-3442 CLEAN HARBORS ENV. SERVICES P0 BOX 3442 BOSTON, MA 02241-3442 CLEAN HARBORS ENVIRONMENTAL SERVICES A1TN: JOAN KILROY 42 LONG WATER DR. NORWELL, MA 02061 CLEAN HARBORS ENVIRONMENTAL SERVICES A1TN: JOAN KILROY 42 LONG WATER DR. NORWELL, MA 02061 USA CLEAN HARBORS ENVIRONMENTAL SERVICES P0 BOX 3422 BOSTON, MA 02241-3442 CLERK OF TRIAL COURTS / ALASKA COURT SYSTEM RE: RICHARD WAGNER 101 LACEY STREET FAIRBANKS, AK 99701 CLERK OF TRIAL COURTS I ALASKA COURT SYSTEM RE: RICHARD WAGNER 101 LACEY STREET+C321 FAIRBANKS, AK 99701 CLERK OF TRIAL COURTS/ALASKA COURT SYSTEM C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CLINTON CRANE 420 RIVERSIDE DR CR.ANFORD NJ 07016-2255 COAST RANGE TRUCKING ATFN: KRISTY ANDERSON 3035 WALNUT AVE. LONG BEACH, CA 90807 COAST RANGE TRUCKING 3035 WALNUT AVE. LONG BEACH, CA 90807 COFFMAN ENGINEERS 800 F STREET ANCHORAGE, AK 99501 COIL INC. 5914 I24TH COURT NE KIRKLAND, WA 98033 COIL INC. C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 COIL, INC. ATM: JOHN C SIEMERS 5914 124TH CT. N.E. KIRKLAND, WA 98033 COLE SCHOTZ MEISEL FORMAN & LEONARD PA RE AERA ENERGY LLC NORMAN PERNICK, KAREN MC KJNLEY 500 DELAWARE AVENUE SUITE 1410 WILMINGTON, DE 19801 COLENE MERBS P0 BOX 1394 RONALD, WA 98940 COLENE MERBS CIO ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 COLOR BROADBAND INC. 10601 CALLE LEE SUITE 179 LOS ALAMITOS, CA 90720 COMM WORLD 5401 WOODMERE DRIVE BAKERSFIELD, CA 93313 COMMERCIAL APPLIANCE & REFRIGERATION P.O. BOX 846 KASILOF, AK 99610
DOCS_LA:2587I5.I 68773-003
Exhibit 2
pg. 16

COMPLIANCE SERVICES INC. AYFN: ANDY BRADFIELD P.O. BOX 22410 BAKERSFIELD, CA 93390-2410 COMPLIANCE SERVICES INC. P.O. BOX 22410 BAKERSFIELD, CA 93390-2410 COMPTROLLER OF ACCOUNTS 9241 LBJ FREEWAY #200 DALLAS, TX 75395-1654 COMPUCOM SYSTEMS, INC. P.O. 951654 DALLAS, TX 75395-1654 CONDOR PETROLEUM INC. PO BOX 339 TIOGA, ND 58852 CONDOR PETROLEUM INC. C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CONOCO PHILLIPS COMPANY 600 N. DIARY ASHFORD HOUSTON, TX 77079 CONOCOPHILLIPS COMPANY ATTN: JOHN B. EIDMAN RENITA D. KING, SENIOR COUNSEL 600 NORTH DAIRY ASHFORD, ML-3178 HOUSTON, TX 77079 CONSOLIDATED FABRICATORS CORPORATION 14620 ARMINTA STREET VAN NUYS, CA 91402 CONSTRUCTION MACHINERY INDUSTRIAL P0 BOX 196131 ANCHORAGE, AK 99519-6131 CONSTRUCTION MACHINERY INDUSTRIAL LLC P0 BOX 196131 ANCHORAGE, AK 99519-6131 CONSUMER PROTECTION DIV 1600 PACIFIC AVENUE #1700 DALLAS, TX 75201 CONTRA COSTA ELECTRIC 3208 LANDCO DRIVE BAKERSFIELD, CA 93308 CONTROLLER OF PUBLIC ACCOUNTS P.O. BOX 149348 AUSTIN, TX 78714-9348 CONWAY INCORPORATED 12222 WILSHIRE BOULEVARD #511 LOS ANGELES, CA 90025 COOK INLET PINE LINE COMPANY A1TN: ROB MCMILLIN 4800 FOURNACE PLACE, ROOM W736D BELLAIRE, TX 77401-2324 COOK INLET PIPELINE COMPANY 111 WEST OCEAN BOULEVARD, SUITE 1240 LONG BEACH, CA 90802 COOK INLET PIPELINE COMPANY 4800 FOURNACE PL. BELLAIRE, TX 77401 COOK INLET PIPELINE COMPANY P0 BOX 91159 ANCHORAGE, AK 99509-1159 COOK INLET RCAC ATFN: MICHAEL MUNGER 910 HIGHLAND AVE. KENAI, AK 99611 COOK INLET RCAC 910 HIGHLAND AVE., KENAI,AK996I1 COOK INLET REGION P0 BOX 93330 ANCHORAGE, AK 99509-9330 COOK INLET REGION INC. P0 BOX 93330 ANCHORAGE, AK 99509-3330 COOK INLET REGION, INC. C/O MICHAEL R. MILLS, ESQ. DORSEY & WHITNEY LLP 1031 W. 4TH AVE., STE 600 ANCHORAGE, AK 99501 COOK INLET REGION, INC. ANCHORAGE, AK COOK INLET REGION, INC. C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 COOK INLET REGION, INCORPORATED P0 BOX 93330 ANCHORAGE, AK 99509-3330 COOK INLET REGION, INCORPORATED LAND & RESOURCES DEPARTMENT P0 BOX 649 GLENALLEN, AK 99588 COORDINATED EQUIPMENT CO. AITN: BERNADETFE GUTIER 1707 EAST ANAHEIM ST. WILMINGTON, CA 90744 COORDINATED EQUIPMENT CO. 1707 EAST ANAHEIM ST. WILMINGTON, CA 90744 COORDINATED EQUIPMENT COMPANY AITN: BERNADETFE GUTIERREZ 1707 E. ANAHEIM ST. WILMINGTON, CA 90744 COORDINATED EQUIPMENT COMPANY 1707 EAST ANAHEIM STREET WILMINGTON, CA 90744 CORPORATION SERVICE CO. P0 BOX 13397 PHILADELPHIA, PA 19101-3397 CORPORATION SERVICE COMPANY ATTN: CHRISTINE R HASSELL 2711 CENTERVILLE ROAD WILMINGTON, DE 19808 CORPORATION SERVICE COMPANY P0 BOX 13397 PHILADELPHIA, PA 19101-3397 CORY HL MASON 12702 STANHILL DRIVE LA MIRADA, CA 90638-1936 COUNTRY FOODS 140 SOUTH WILLOW STREET, SUITE A KENAI, AK 99611-7744 COUNTRY FOODS 140 S. WILLOW STREET, STE. A KENAI, AK 99611 COUNTY OF LOS ANGELES TREASURER AND TAX COLLECTOR P0 BOX 513191 LOS ANGELES CA 90051-1191 COUNTY OF LOS ANGELES OFC OF THE TREASURER - TAX COLLECTOR P0 BOX 54018 LOS ANGELES, CA 90054 COUNTY TREASURER 509 MAIN STREET #303 DALLAS, TX 75202 COURTNEY WADE 1046 TERRACE HILL CIRCLE WESTLAKE VILLAGE, CA 91362 COURTNEY WADE 1046 TERRACE HILL CIRCLE WESTLAKE VLG CA 91362 COZEN OCONNOR MARK FELGER 1201 N. MARKET STREET, SUITE 1400 WILMINGTON, DE 19801 CPI SOLUTIONS 5999 RIDGEVIEW STREET, UNIT A CAMARILLO, CA 93012 CRAIG A WISWELL #2 HERMOSA AVE HERMOSA BEACH, CA 90254 CRAIG HILL HUTCHINSON & NICKI ELLEN LEKAS IT TEN P0 BOX 2908 WEST LAFAYETTE IN 47996 CRAIG HILL HUTCHINSON CUST FOR I HUTCHINSON UINUTMA UNTIL AGE 21 P0 BOX 2908 WEST LAFAYETTE IN 47996 CRAIG JACOB HENNING 11612 IDAHO AVE APT 101 LOS ANGELES CA 90025
DOCS_LA:258715.I 68773-003
Exhibit 2 - pg. 17

CRAIG JACOB HENNING CHARLES SCHWAB & CO INC CUST ROTH CONTRIBUTORY IRA II6I2 IDAHO AVE APT IOI LOS ANGELES CA 90025 CRAIG TAYLOR EQUIPMENT 733 E. WHITNEY RD., ANCHORAGE, AK 99501 CRAIG WISWELL 2 HERMOSA AVE APT 1 HERMOSA BEACH CA 90254 CRANE CERTIFICATION SERVICES, INCORPORATED 10611 CALLE LEE, SUITE 117 LOS ALAMITOS, CA 90720 CREATIVE BENEFITS INC. P0 BOX 1928 VISTA, CA 92085-1928 CREATIVE CONCEPTS P0 BOX 1928 VISTA, CA 92085-1928 CRESCENT ELECTRIC SUPPLY 5333 FAIRBANKS STREET ANCHORAGE, AK 99501 CRIDER CONSTRUCTION INC P0 BOX 41364 BAKERSFIELD, CA 93384-1364 CRISTINA C BORDEN 3466 BUTLER ROAD GLYNDON, MD 21071 CRISTINA C BORDEN C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 CUST FPO JOSEPH I STAHL II IRA FBO JOSEPH J STAHL 11 14 HAMPTON LANE BLUFFTON SC 29910-4919 CV STARR - ACE AMERICAN INS. CO . 436 WALNUT STREET PHILADELPHIA, PA 19106 CYNTHIA A ALLEN 1100 MONDAVI WAY # C 1 BAKERSFIELD, CA 93312 D & D EQUIPMENT SERVICE P0 BOX 694 STERLING, AK 99672 DAB ENTERPRISES LLC ATrN: DOUGLAS BARR 5590 EAST YALE AVENUE, SUITE 201 DENVER, CO 80222 DAB ENTERPRISES, LLC C/O DOUG BARR, MANAGING MEMBER 5590 EAST YALE AVENUE, SUITE 201 DENVER, CO 80222 DAB ENTERPRISES, LLC C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 DAKOTA SOFTWARE CORP 95 ALLENS CREEK ROAD BUILDING 2 SUIT ROCHESTER, NY 14618 DAKOTA SOFTWARE CORP. 95 ALLENS CREEK ROAD BLDG. 2, SUITE 302 ROCHESTER, NY 14618 DAKOTA SOFTWARE CORPORATION 95 ALLENS CREEK ROAD BUILDING 2 SUIT ROCHESTER, NY 14618 DALE L BLEDSOE P0 BOX 1030 BELLE GLADE FL 334301030 DALE Y00 44 PEACHTREE PLACE NE UNIT 1223 ATLANTA GA 30309-5412 DALLAS CITY AUDITOR 1500 MARILLA DRIVE DALLAS, TX 75201 DALLAS COUNTY AUDITORS OFFICE 509 MAIN STREET #407 DALLAS, TX 75202 DALLAS COUNTY TAX OFFICE 408 SOUTH BECKLEY AVENUE DALLAS, TX 75203 DAN J DONKEL 1019 WEST FAIRBANKS AVENUE WINTER PARK, FL 32789 DAN J DONKEL C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DAN R SHELTON TEE URST FAMILY TRUST U/A DTD 07/21/1992 5663 TONOPAH DR SAN JOSE CA 95123 DANIEL FERGUSON 1315 CLIPPERBILLS DR BAKERSFIELD, CA 93307 DANIEL FOX AND BONNIE FOX 2301 BLUE HERON CT FENTON, MI 48430-3269 DANIEL J DILLON 95 ROUNDHILL ROAD TIBURON, CA 94920 DANIEL I DILLON C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DANIEL J MCGOWAN P0 BOX 985 SPRINGVILLE, CA 93265 DANIEL K DONKEL C/O PATRICK J RUSSELL 5590 EAST YALE AVENUE, SUITE 201 DENVER, CO 80222 DANIEL K DONKEL 5590 EAST YALE AVENUE, SUITE 201 DENVER, CO 80222 DANIEL K DONKEL C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DANIEL K. DONKEL C/O PATRICK J. RUSSELL 5590 EAST YALE AVENUE, SUITE 201 DENVER, CO 80222 USA DANIEL M KARCHER TOD DANIEL M KARCHER V ELIZABETH CRESAP MEREDITH K HILT 20540 FALCONS LANDING APT 4105 STERLING VA 20165 DANIEL MARLOWE 1805 BRANNIGAN CIR KENAI AK 99611-8940 DANIEL NYE 1234W ALAMEDA PARKWAY SUITE 212 LAKE WOOD CO 80228-2842 DANIEL NYE 1234W ALAMEDA PARKWAY STE 212 LAKEWOOD CO 80228 DANIEL P HJELMESETH & JULIE D HJELMESETH JT TEN P0 BOX 2184 FORKS WA 983312184 DANNY KENNEDY 101 FRANKFORT AVE HUNTINGTN BCH CA 92648-4939 DARIUSZ W BURAK 1401 GLEN HAVEN DRIVE FORT COLLINS CO 80526 DARLENE A EGGERT 28450 BLUEBERRY LANE DANBURY WI 54830 DARREN KATIC 648-1ST STREET HERMOSA BEACH, CA 90254 DARREN KATIC 648 1ST STREET HERMOSA BEACH, CA 90254 USA DARREN KATIC 111 W. OCEAN BLVD. LONG BEACH, CA 90802
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 18

DARREN KATIC 111 W. OCEAN BLVD., STE. 1240 LONG BEACH, CA 90802 DARREN V KATIC 648 1ST ST HERMOSA BEACH CA 90254 UNITED STATES DARREN V KATIC 648 1ST ST HERMOSA BEACH CA 90254 DARREN Y KATIC 648 1ST ST HERMOSA BEACH, CA 90254 DARRYL CHEE CHARLES SCHWAB & CO INC CUST ROTH CONTRIBUTORY IRA P0 BOX 291 AIEA 11196701 DARRYL DONKEL C/O PATRICK J. RUSSELL 1019 WEST FAIRBANKS AVE. WINTER PARK, FL 32789 DARRYL EUGENE GUNDERSON TTEE THE DARRYL E. GUNDERSON REVOCA 10118 CHEYENNE DRIVE BAKERSFIELD CA 93312 DARRYL J DONKEL 1019 WEST FAIRBANKS AVENUE WINTER PARK, FL 32789 DARRYL J DONKEL C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DARYL K WHITTINGTON 7916 MAKAAOA PL HONOLULU HI 96825-2847 DAVE BARTHELMY 3607 ALDERGROVE DRIVE SPRING, TX 77388 DAVE BARTHELMY C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DAVID A SEURATTAN 9282 SPRINGFIELD BOULEVARD QUEENS VILLAGE NY 114281857 DAVID A TINDELL 1902 GREENSIDE DRIVE KISSIMMEE FL 34746 DAVID BORN 6331 78TH AVE NE OLYMPIA WA 98516-9118 DAVID C SPITZ 211 MEADOWSIDE PL DAN VILLE, CA 94526-2566 DAVID G DALMANN & KAREN S DALMANN REVOCABLE TRUST U/A DTD 8/29/2001 20062 BAY VIEW AVENUE NEWPORT BEACH CA 92660-0705 DAVID GROSS 27 SCHOOL STREET EAST HARDWICK, VT 05836-9612 DAVID GROSS C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DAVID HILBRICH P.O. BOX 5880 LA QUINTA, CA 92248 DAVID J GIRASEK 2540 NIPOMO AVE LONG BEACH, CA 90815 DAVID J THOMAS CAROLE B THOMAS IT TEN 69 MOOSE BROOK RD SOUTHAMPTON MA 01073 DAVID J. GIRASEK 2540 NIPOMO AVENUE LONG BEACH, CA 90815 DAVID JON DONKEL C/0 PATRICK J. RUSSELL-DARRYL DONKEL 1019 WEST FAIRBANKS AVE. WINTER PARK, FL 32789 DAVID K OMARA 711 SYCAMORE AVE MODESTO CA 95354-0152 DAVID L GOLDMAN CHARLOTTE L GOLDMAN JT TEN BOX 1954 PORT TOWNSEND, WA 98368 DAVID L GOLDMAN & CHARLOTTE L GOLDMAN JT TEN BOX 1954 PORT TOWNSEND WA 98368 UNITED STATES DAVID L GOLDMAN & CHARLOTTE L GOLDMAN iT TEN BOX 1954 PORT TOWNSEND WA 98368 DAVID M HALL 48110 DAVID HALL ROAD KENAI, AK 99635 DAVID M. DANNY RE: BLACKGOLD PUMP AND SUPPLY, INC. 4500 EAST PACIFIC COAST HIGHWAY FOURTH FLOOR LONG BEACH, CA 90804-3271 DAVID M. HALL 48110 DAVID HALL ROAD KENAI, AK 99635 DAVID MARLOW 6098 SE RIVERBOAT DR STUART FL 34997 DAVID P. GAROFALO 5901 WARNER AVENUE, SUITE 429 HUNTINGTON BEACH, CA 92649-4659 DAVID R FARIBAULT IRA COMBO RIDGE CLEARING CUSD 424 GREEN VALLEY TER SE CEDAR RAPIDS IA 52403-3258 DAVID R. COTIIS P0 BOX 44332 KAMUELA, 111 967434332 DAVID R. COTTIS P.O. BOX 44332 KAMUELA, HI 96743 DAVID R. COTTIS C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DAVID W BLOW JR 3 MAIN ST STE 108 BURLINGTON VT 05401 DAVID W CHILDRESS 600 TRAVIS, SUITE 4200 HOUSTON, TX 77002 DAVID W CHILDRESS C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DAVIS WRIGHT TREMAINE LLP 1201 THIRD AVENUE SUITE 2200 SEATTLE, WA 98101-3045 DAVOS PARTNERS LP ATTN: DAVID P NOLAN 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0001 DAVOS PARTNERS LP 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0001 DAVOS PARTNERS LP 666 FIFTH AVENUE 8TH FLOOR NEW YORK NY 10103 DAWN MICHELLE RICKABAUGH & TERESE ALENE MELSEN IT TEN 6049 KAUFFMAN AVE TEMPLE CITY CA 91780 DCFS TRUST TRUSTEE PAYMENT DEPT. P.O. BOX 9001897 LOUISVILLE, KY 40290-1897
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 19

DCFS TRUST SUBSERVICER FOR DCFS TRUST C/O DEILY, MOONEY & GLASTETFER, LLP AITN: MARTIN A. MOONEY, ESQ. 8 THURLOW TERRACE ALBANY, NY 12203 DCI ELECTRIC, INCORPORATED P0 BOX 2220 WILMINGTON, CA 90748 DE LAGE LANDEN FINANCIAL SERVICES, INCORPORATED P0 BOX 41601 PHILA, PA 19101-1601 DE LAGE LANDEN FINANCIAL SERVICES, INC. ATFN: LARRY LEVIN 1111 OLD EAGLE SCHOOL ROAD WAYNE, PA 19087 DE LAGE LANDEN FINANCIAL SERVICES, INC. 1111 OLD EAGLE SCHOOL ROAD WAYNE, PA 19087 DE LAGE LANDEN FINANCIAL SVCS P.O. BOX 41602 PITTSBURGH, PA 19101-1602 DEAN DARRYL HAHN SHIRLEY MAE HAHN JT TEN 97W CALLA ROAD POLAND OH 44514 DEBBIE GINN III W. OCEAN BLVD, STE. 1240 LONG BEACH, CA. 90802 DEBRA J GINN 9805 VANESSA AVE BAKERSFIELD, CA 93312 DEBRA ROBINSON AT-IN: JOHN C SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024 DEBRA ROBINSON 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024 DEBRA ROBINSON 9333 MEMORIAL DRIVE+C393 #201 HOUSTON, TX 77024 DEBRA ROBINSON 9333 MEMORIAL DRIVE+C387 #201 HOUSTON, TX 77024 DEBRA ROBINSON C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DEBT ACQUISITION COMPANY OF AMERICA V, LLC ATTH: ANDREW WHATNALL RE: BOARDMARKER GROUP 1565 HOTEL CIRCLE SOUTH, SUITE 310 SAN DIEGO, CA 92108 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD, SUITE 800 E DALLAS, TX 75244 DEITRA WINTERS DUNNE 6807 EVERGLADES CT INDIANAPOLIS IN 46217-3921 DEL CHARTER GUARANTEE & TRUST TFEE FBO REBECCA A HAYES ROTH IRA 6304 CASTLE CARY DR BAKERSFIELD CA 93306 DELAWARE CHARTER GTE & TR TFEE FBO FRED S SAGER IRA RiOt 26 WOODEDGE DRIVE DIS HILLS NY 11746-4923 DELAWARE CHARTER GTE & TR TFEE FBO FERNANDO CANCEL JR IRAt 2114 GAVIOTA AVENUE SIGNAL HILL CA 90755-3630 DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FRANCHISE TAX DIVISION P0 BOX 7040 DOVER, DE 19903 DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS P.O. BOX 11728 NEWARK, NJ 07101-4728 . DELAWARE SECRETARY OF STATE P.O. BOX 11728 NEWARK, NJ 071014728 DELTA SOCIETY ATFN: LAWRENCE J NON VEU 875 124TH AVENUE NE #101 BELLE VUE, WA 98005-2531 DELTA SOCIETY C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DENALI COMMERCIAL 4000W. DIMOND BLVD. SUITE 240 ANCHORAGE, AK 99502 DENBESTE TANK RENTALS INCORPORATED 810 DENBESTE COURT, SUITE 107 WINDSOR, CA 95492 DENNIS CATO MERCHANT P0 BOX 1062 INVERNESS FL 34451 DENNIS CHAPPELL 272 WARD AVE APT 2L BORDENTOWN NJ 08505-2306 DENNIS DELANEY 2068 SITKA COURT LOVELAND CO 80538 DENZIL L PRITCHARD 12280 BENNING AVE WAYNESBORO PA 17268 DEPARTMENT OF CONSERVATION 801 K STREET, MS 24-01 SACRAMENTO, CA 95814 DEPARTMENT OF CORPORATIONS 320 WEST 4TH STREET SUITE 750 LOS ANGELES, CA 90013-2344 DEPARTMENT OF INDUSTRIAL RELATIONS OFFICE OF THE DIRECTOR 455 GOLDEN GATE AVENUE SAN FRANCISCO, CA 94102 DEPARTMENT OF NATURAL RESOURCES DIVISION OF OIL AND GAS 555 WEST SEVENTH AVENUE, SUITE 800 ANCHORAGE, AK 99501-3561 DEPARTMENT OF REAL ESTATE P0 BOX 187007 SACRAMENTO, CA 95818-7007 DEPARTMENT OF THE INTERIOR A1TN: CHARLIE BEECHAM ALASKA STATE OFFICE 222W 7TH AVENUE #13 ANCHORAGE, AK 99513 DEPARTMENT OF THE INTERIOR ATFN: GREG J. NOBLE ALASKA STATE OFFICE 222W 7TH AVENUE #13 ANCHORAGE, AK 99513 DEPARTMENT OF THE INTERIOR 1849 C STREET, N.W. WASHINGTON, DC 20240 DEPARTMENT OF THE INTERIOR ALASKA STATE OFFICE 222W 7TH AVENUE #13 ANCHORAGE, AK 99513 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE AITN: C. PETRY P.O BOX 21126 PHILADELPHIA, PA 19114 DEPARTMENT OF TOXIC SUBSTANCES CONTROL P0 BOX 1288 SACRAMENTO, CA 95812-1288 DEPARTMENT-REVENUE TAX DIV 550W 7TH AVE # 500 ANCHORAGE, AK 99501 DEPT FISH AND GAME HEADQUARTERS 1416 9TH STREET SACRAMENTO, CA 95814 DEPT. OF INTERIOR MINERALS MANAGEMENT SERVICE ATFN: LINDA LAUTIGAR POBOX 25165 MS -370132 DENVER, CO 80225-0165 DEPT. OF INTERIOR - MINERALS MGMT. SERVICE P0 BOX 25165 MS 370132 DENVER, CO 80225-0165
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 20

DESIREE J JUSTUS C/O GREGORY JUSTUS 667 RAINBOW CREEK ROAD CLAYTON, GA 30525 DESIREE J JUSTUS C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DESIREE J. JUSTUS C/O PATRICK J. RUSSELL-DANIEL K. DONKEL 5590 EAST YALE AVE., SUITE 201 DENVER, CO 80222 DEVON ENERGY PRODUCTION 20 N. BROADWAY OKALHOMA CITY, OK 73102-8260 DEVON ENERGY PRODUCTION 20 NORTH BROADWAY OKALHOMA CITY, OK 73102-8260 DEVON ENERGY PRODUCTION 20 N. BROADWAY OKLAHOMA CITY, OK 73102-8260 DHS - I AIR QUALITY PROGRAM 850 MARINA BAY PARKWAY (M.S. G365 / EHLB) RICHMOND, CA 94804 DIAL PRINTERS 2313 N. SEPULVEDA BOULEVARD MANHATTAN BEACH, CA 90266 DICK MUNNS COMPANY ATFN: SUSAN MUNNS 10572 CALLE LEE #138 LOS ALAMJTOS, CA 90720 DICK MUNNS COMPANY 10572 CALLE LEE #138 LOS ALAIv11TOS, CA 90720 DIGITAL DATA JOINT 10811 SOUTH WEST VIEW CIRCLE DRIVE SUITE 100, BUILDING C HOUSTON, TX 77043-2739 DIGITEL DATA JOINT C/O FREDERICK JOHNSON 10811 S WESTVIEW CIRCLE DR.,# 100, C HOUSTON, TX 77043-2739 DIGITEL DATA JOINT C/0 FREDERICK JOHNSON 10811 S. WEST VIEW CIRCLE DRIVE SUITE 100, C HOUSTON, TX 77043-2739 DIGITEL DATA JOINT 10811 S WESTVIEW CIRCLE DR.,# 100, C HOUSTON, TX 77043-2739 DIGITEL DATA JOINT 10811 SOUTH WEST VIEW CIRCLE DRIVE SUITE 100, BUILDING C HOUSTON, TX 77043-2739 DIGITEL DATA JOINT 10811 S. WESTVIEW CIRCLE DRIVE SUITE 100, C HOUSTON, TX 77043-2739 DIGITEL DATA JOINT 10811 WESTVIEW CIR DR SUITE 100 BLDG C HOUSTON, TX 77043-2739 DIGITEL DATA JOINT VENTURE C/O FREDERICK T. JOHNSON 10811 S. WESTVIEW CIRCLE DRIVE SUITE 100, BUILDING C HOUSTON, TX 77043 DILN 525 WEST SECOND AVENUE SPOKANE WA 99201-4301 DION & SONS 1543W 16TH STREET LONG BEACH, CA 90813-1210 DIRECT TV FRONT PAGE COMMUNICATION INC. P0 BOX 60036 LOS ANGELES, CA 90060-0036 DIRECT TV P0 BOX 60036 LOS ANGELES, CA 90060-0036 DIRECTOR, DIVISION OF OIL AND GAS DEPARTMENT OF NATURAL RESOURCES 550 WEST 7TH AVENUE, SUITE 800 ANCHORAGE, AK 99501-3560 DISH NETWORK DEPARTMENT 0063 PALATINE, IL 60055-0063 DIVECON SERVICES INCORPORATED 1180 EUGENIA PL STE 100 CARPINTERIA, CA 93013-2000 DIVERSIFIED PROJECT ONE WORLD TRADE CENTER, SUITE 800 LONG BEACH, CA 90831 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. P0 BOX 2840 BAKERSFIELD, CA 93303-2840 DIVERSIFIED PROJECT SERVICES INTERNATIONAL ONE WORLD TRADE CENTER, SUITE 800 LONG BEACH, CA 90831 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. ATTN: ROBERT CHAMBERS 5001 E COMMERCENTER DRIVE SUITE 250 BAKERSFIELD, CA 93309 DIVERSIFIED TECHNOLOGY 2045 PREISKER LANE SUITE A SANTA MARIA, CA 93454 DIVERSIFIED TECHNOLOGY 13469 MIDDLE CANYON ROAD CARMEL VALLEY, CA 93924 DIVISION OF CORPORATIONS FRANCHISE TAX DIVISION P0 BOX 7040 DOVER, DE 19903 DIVISION OF OCCUPATIONAL SAFETY AND HEALTH 2000 EAST MCFADDEN AVENUE ROOM 214 SANTA ANA, CA 92705 DIVISION OF OIL, GAS & GEOTHERMAL HEADQUARTERS/STATE OIL AND GAS SUPERVISOR 801 K STREET, MS 20-20 SACRAMENTO, CA 95814 DIVISION OF UNEMPLOYMENT INS. DEPARTMENT OF LABOR 4425 N. MARKET STREET WILMINGTON, DE 19802 DIVISION OF UNEMPLOYMENT INSURANCE DEPARTMENT OF LABOR 4425 NORTH MARKET STREET WILMINGTON, DE 19802 DLC 21800 OXNARD STREET SUITE # 980 WOODLAND HILLS, CA 91367 DLC 21800 OXNARD STREET, SUITE #980 WOODLAND HILLS, CA 91367 DLC 21800 OXNARD STREET SUTIE 980 WOODLAND HILLS, CA 91367 DOBROWSKI L.L.P. ATTN: FREDERICK T. JOHNSON 1010 LAMAR, SUITE 1350 HOUSTON, TX 77002 DOBROWSKI L.L.P. RE: DIGITEL DATA JOINT 1010 LAMAR, SUITE 1350 HOUSTON, TX 77002 DOBROWSKI LLP RE: DIGITEL DATA JOINT VENTURE 1010 LAMAR STE. 1350 HOUSTON, TX 77002 DOLORES M CALABRESE & SAL VATORE T CALABRESE IT TEN 1214W ROBINDALE WEST COVINA CA 91790 DOLORES R NAWA TR FBO NAWA FAMILY TRUST UA 11/22/1991 3518 GRAYSBY AVE SAN PEDRO CA 90732 DOMESTIC SECURITES INVENTORY #23 160 SUMMIT AVE MONT VALE NJ 07645 DONALD & NOLA SANDERS TRUST DONALD SANDERS TRUSTEE 359 GEAN STREET MESQUITE, NV 89027
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 21

DONALD & NOLA SANDERS TRUST C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DONALD & NOLA SANDERS TRUST CLIENT ID# 165429 AflN: NOLA B. SANDERS 359 GEAN STREET MESQUITE, NV 89027 DONALD ANDREW DAYTON 171 S VILLA AVE APT 13 ADDISON IL 60101 DONALD BROOKMAN 822 WEST 12TH AVENUE+C64, UNIT E-36 ESCONDIDO, CA 92025 DONALD BROOKMAN C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DONALD E HAYES TOD SUBJECT TO STA TOD RULES 2275 SABERLY CT DUBLIN OH 43016 DONALD F ROCK AND TERESA ROCK JTWROS 210W SELDON LN PHOENIX AZ 85021 DONALD G JONES PMB 715 200 W 34TH AVE ANCHORAGE, AK 99503 DONALD J YOHN 3724 TONY ST BAKERSFIELD, CA 93306 DONALD WICKHAM 2914 CONCORD DRIVE DECATUR, GA 30033 DONALD WICKHAM C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DONNA MARIE GLORIA C/O PATRICK J. RUSSELL-JOLENE KENYON 1018 WEATHERED WOOD CIRCLE WINTER SPRINGS, FL 32708 DONNA MARIE GLORIA 10711 SATINWOOD CIRCLE ORLANDO, FL 32825 DONNA MARIE GLORIA C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DORIS BAILEY P0 BOX 6190 AVON, CO 81620-6190 DORIS BAILEY C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24 116 TEMPE, AZ 85285 DORSEY & WHITNEY LLP RE COOK INLET REGION ERIC LOPEZ SCHNABEL 300 DELAWARE AVENUE, SUITE 1010 WILMINGTON, DE 19801 DORSEY & WHITNEY LLP RE COOK INLET REGION MICHAEL MILLS 1031 W4TH AVE., STE 600 ANCHORAGE, AK 99501 DOUGLAS E MILLER CHARLES SCHWAB & CO INC CUST VERTICAL WEB VENTURES PART QRP I FOLIATE WAY LADERA RANCH CA 92694 DOUGLAS E MILLER CHARLES SCHWAB & CO INC CUST IRA ROLLOVER I FOLIATE WAY LADERA RANCH CA 92694 DOUGLAS HOTTINGEI 111 S WALNUT ST BELLE PLAINE MN 56011 DOUGLAS J. MESSAMORE 2561 SHALIMAR STREET CAMARILLO, CA 93010 DOUGLAS N. CANDEUB RE: COOK INLET PINE LINE COMPANY MORRIS JAMES, LLP 500 DELAWARE AVE., SUITE 1500 WILMINGTON, DE 19801 DOUGLAS W YOUNG 8700 PLUTO DR ANCHORAGE, AK 99507 DOUGLAS W. YOUNG 8728 QUAILBUSH DRIVE RIVERSIDE, CA 92508 DR ELLS WORTH C ALVORD 5601 NE AMBLESIDE ROAD SEATTLE, WA 98105 DR. ELLS WORTH C ALVORD C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 DREW N RILEY 13656 RED HILL AVE APT C TUSTIN, CA 97280-4768 DRILTEK INCORPORATED 901 TOWER WAY, SUITE 102 BAKERSFIELD, CA 93309 DRILTEK INCORPORATED 901 TOWER WAY STE 102 BAKERFIELD, CA 93309-1585 DRINK WATER PRODUCTS, LLC ATITN: JUDY H DRINKWATER P.O. BOX 180 CENTER VILLE, LA 70522 DRINK WATER PRODUCTS, LLC P.O. BOX 180 CENTERVILLE, LA 70522 DURKIN GROUP LLC 1120 BLOOMFIELD AVENUE, SUITE 204 WEST CALD WELL, NJ 07007 DWIGHT HIGHTOWER 2201 GREENSBOROUGH LN ARLINGTON TX 760016729 E*TRADE CLEARING, LLC SPECIAL CUSTODY ACCT FOR EXCLUSIVE BENEFIT OF CUSTOMERS 501 PLAZA 2,4TH FLOOR JERSEY CITY NJ, 07311 USA E. GAY KNUTESON 535 CHARLES STREET MESQUITE, NV 89027 E. GAY KNUTESON C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 E. RACKLEY IVEY SEP IRA ETRADE CUSTODIAN 1402 GARFIELD ST MOUNT HOREB WI 53572-2307 EAGLERIDGE PRODUCTION INC 648 1ST ST HERMOSA BEACH CA 90254 UNITED STATES EAGLERIDGE PRODUCTION INC 648 1ST ST HERMOSA BEACH CA 90254 EAGLERIDGE PRODUCTIONS INC 648 1ST STREET HERMOSA BEACH, CA 90254 EAGLERIDGE PRODUCTIONS INC C/0 ROMAN GIC 648 1ST ST HERMOSA BEACH CA 90254 ECOLAB INC. 655 LONE OAK DRBLDG A-I EAGAN, MN 55121 ECOLAB INC. ATM: REESE DYER P0 BOX 100512 PASADENA, CA 91189-0512 ECOLAB INC. P0 BOX 100512 PASADENA, CA 91189-0512 ECS CAPITAL MANAGEMENT LP 2651 NORTH HARWOOD STREET, SUITE 410 DALLAS, 1X 75201-1581
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 22

ECS CAPITAL MANAGEMENT LP 2651 N HARWOOD ST STE 410 DALLAS TX 75201 EDCO SIGNAL HILL DISPOSAL P.O. BOX 5398 BUENA PARK, CA 90621 EDDIED OSBORNE 8978 8TH AVE HESPERIA, CA 92345 EDDIE TOMASZEWICZ 9 SCHINDLER DR NORTH OLD BRIDGE NJ 08857-3042 EDNA FRICKE P0 BOX 1557 EAGLE, CO 81631 EDS STINGER CRANE SERVICES P.O. BOX 250 PLACENTIA, CA 92871 EDS STINGER CRANE SRV. AT-IN: EDWARD PITTMAN P.O. BOX 250 PLACENTIA, CA 92871 EDS STINGER CRANE SRV. P.O. BOX 250 PLACENTIA, CA 92871 EDWARD ALAN HARTLEY CHARLES SCHWAB & CO INC CUST ROTH CONTRIBUTORY IRA 1311 MIRA FLORES DR SANTA MARIA CA 93455 EDWARD D JONES & CO CUSTODIAN FBO GAY MCKERNIE IRA 306 KNOTS VALLEY LANE CARY NC 27519-7141 EDWARD G RIZK 2401 FOUNTAIN VIEW DRIVE, SUITE 350 HOUSTON, TX 77057 EDWARD G RIZK C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 EDWARD H STILLMAN IRA ROLLOVER TD AMERITRADE CLEARING 2370W HIGHWAY 89A STE 11 PMB506 SEDONA AZ 86336-5341 EDWARD HOUSE P0 BOX 2043 SOLDOTNA, AK 99669 EDWARD J HOLTZ 4701 FLOWER LN ALEXANDRIA, VA 22310-2816 EDWARD RAYMOND RASI-IID MD 29719 HIGH ESCHELON FAIR OAKS RANCH TX 78015 EDWARD ROTHENAY 78238 SILVERLEAF COURT PALM DESERT, CA 92211 EGRET OPERATING COMPANY AUN KURT G ROBINSON P0 BOX 1871 MIJSKOGEE OK 74402-1871 ELAINE L WEBER-BLEYLE 410 TANTALLON PEACHTREE CITY GA 30269 ELDRED WILLIAMS 3489 HYDE PARK WAY TALLAHASSEE FL 32309 ELECTRICAL SOLUTIONS CORPORATION 2368 EASTMAN AVENUE, SUITE 13 VENTURA, CA 93003 ELENA MARIE DELUNA 15 CLEMATIS ST LADERA RANCH CA 92694 ELIZABETH BAUMGARTNER 4851 90TH PLACE, S.E. MERCER ISLAND, WA 98040 ELIZABETH BAUMGARTNER C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ELIZABETH LYNN FREEMAN MASSEY 1135 QUEETS DRIVE FOX ISLAND, WA 98333 ELIZABETH LYNN FREEMAN MASSEY C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ELIZABETH SUE MILLET CHARLES SCHWAB & CO INC CUST IRA ROLLOVER P.O.BOX 3104 MORGAN CITY LA 70381 ELIZABETH WICKHAM 2914 CONCORD DR DECATUR, GA 30033-5013 ELIZABETH WICKHAM C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ELLA NORA DENNY P.O. BOX 1458 MERCER ISLAND, WA 98040-1458 ELLA NORA DENNY C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P.O. BOX 1458 MERCER ISLAND, WA 98040-1458 EMEL TORPIS 12230 MEADOW LAKE DR HOUSTON, TX 77077-5902 EMEL TORPIS 12230 MEADOW LAKE DR HOUSTON TX 770775902 EMERSON C PERIN 3210 VIRGINIA HOUSTON TX 77098 EMPLOYMENT TAX OFC 4300 LONG BEACH BLVD LONG BEACH, CA 90807 ENABLE GROWTH PARTNERS LP ONE FERRY BUILDING SUITE 255 SAN FRANCISCO CA 94111 UNITED STATES ENABLE GROWTH PARTNERS LP ONE FERRY BUILDING SUITE 255 SAN FRANCISCO CA 94111 ENABLE GROWTH PARTNERS LP\C ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA 94111-4243 ENABLE OPPORTUNITY PARTNERS LP ONE FERRY BUILDING, SUITE 255 SAN FRANCISCO, CA 94111-4243 ENABLE OPPORTUNITY PARTNERS LP ONE FERRY BUILDING SUITE 255 SAN FRANCISCO CA 94111 ENBRIDGE PIPELINES 4773 PAYSHERE CIRCLE CHICAGO, IL 60674 ENDURO PIPELINE SERVICES, INC. P.O. BOX 3489 TULSA, OK 74101-3489 ENDURO PIPELINE SERVICES ATFN: BERNADETTE DOYLE 5002 S. 45TH W. AVE TULSA, OK 74107 USA ENDURO PIPELINE SERVICES, INC. P.O. BOX 3489 TULSA, OK 74101-3489 ENEA TEKNA INVESTMENTS A1TN: MATTHEW T GAVORA P0 BOX 70021 FAIRBANKS, AK 99707 ENEA TEKNA INVESTMENTS C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ENERFLEX SYSTEMS INC. A1TN: DIAN WENZEL P0 BOX 196607 ANCHORAGE, AK 99519 ENERFLEX SYSTEMS INC. P0 BOX 196607 ANCHORAGE, AK 99519
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 23

ENERFLEX SYSTEMS, INC. 1800 WEST LOOPS, SUITE 1565 HOUSTON, TX 77027-3230 ENERGY CAPITAL SOLUTIONS J. RUSSELL WEINBERG 2561 NORTH HARWOOD, SUITE 410 DALLAS, TX 75201 ENERGY CAPITAL SOLUTIONS 2651 N. STARWOOD STE. 410 DALLAS, TX 75201 ENSTAR NATURAL GAS COMPANY ATrN: KATHRYN GRUNDHAUSER P0 BOX 190288 ANCHORAGE, AK 99519-0288 ENSTAR PAYMENT PROCESSING P0 BOX 190288 ANCHORAGE, AK 99519-0288 ENVENT CORPORATION 2398 CALIFORNIA AVENUE SIGNAL HILL, CA 90755 ENVIRONMENTAL MANAGEMENT INCORPORATED 206 EAST FIREWEED LANE ANCHORAGE, AK 99503 ENVIRONMENTAL MANAGEMENT, INC. ATTN: LAWRENCE BETHEL 206 E. FIREWEED LANE ANCHORAGE, AK 99503 ENVIRONMENTAL PROTECTION AGENCY ARIEL RIOS BUILDING 1200 PENNSYLVANIA AVENUE, N.W. WASHINGTON, DC 20460 ENVIROTECH 5400 ROSEDALE HIGHWAY BAKERSFIELD, CA 93308-6035 EPA REGION 10 1200 SIXTH AVENUE, SUITE 900 SEATTLE, WA 98101 EPA REGION 6 MAIN OFFICE 1445 ROSS AVENUE SUITE 1200 DALLAS, TX 75202 EPRODUCTION SOLUTIONS P0 BOX 201458 HOUSTON, TX 77216-1458 EQUALIZATION BOARD 660 SOUTH FIGUEROA STREET #2050 LOS ANGELES, CA 90017 ERA AVIATION, INC. P.O. BOX 240622 ANCHORAGE, AK 99524-0622 ERATO CORPORATION 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017 ERI ARAI 5422 MILL RUN DRIVE MCKINNEY TX 75070 DOCS_LA:258715.I 68773-003 ERIC LOPEZ SCHNABEL, ESQUIRE DORSEY & WHITNEY (DELAWARE) LLP 300 DELAWARE AVE STE 1010 WILMINGTON, DE 19801-1671 ERIC ROBERTS 2764 MERCEDES DR OWENSBORO KY 423011639 ERIC TREVOR STEEVES 12624 KNOX PT BROOMFIELD CO 800205852 ERIKA QUICK P0 BOX 1196 CRESCENT CITY, CA 95531-1196 ERIKA QUICK C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ERNEST J WOONSAM 28630 CARRIAGE HOME DR UNIT 103 BONITA SPRINGS FL 34134 ERNEST K HEWETF 15917 LAKEVIEW DR HOUSTON TX 77040-2163 EROS N JESSAMY 3816 FARRAGUT ROAD BROOKLYN NY 11210-1943 ESCOPETA OIL & GAS CORP. 5005 RIVERWAY SUITE 440 HOUSTON, TX 77056 ESCOPETA OIL COMPANY LLC 5005 RIVERWAY SUITE 440 HOUSTON, TX 77056 ESCOPITA OIL COMPANY 5005 RIVERWAY SUITE 440 HOUSTON, TX 77056 ESS SUPPORT SERVICES C/O DAN KNAUSS, VP OPERATIONS 201 POST ROAD ANCHORAGE, AK 99501 ESS SUPPORT SERVICES C/O TEADRA G. PUGH MCGUIRE WOODS LLP P0 BOX 31247 CHARLOTTE, NC 28231 ESS SUPPORT SERVICES 201 POST ROAD ANCHORAGE, AK 99501 ESTATE OF JOHN A BLUIVIE C/0 BOREL PRIV. BK & TR, ATFN:P.A. CASSIN 160 BOVET ROAD, 2ND FLOOR SAN MATEO, CA 94402 ESTATE OF JOHN A BLUME C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 ESTATE OF MARY H. HALE JAMES M. HALE, PERSONAL REPRESENTATIVE 3596 G 7/10 ROAD PALISADE, CO 81526 ETENESH N BENTI 5624 HASKIN CT SAN PABLO, CA 94545-6213 ETHEA M SCHALLBERGER 3541 HOPPER RD CAPE GIRARDEAU MO 63701-3557 ETHEA WOOD 3541 HOPPER RD CPE GIRARDEAU MO 63701-3557 ETRAC ENGINEERING LLC 10296 EVENSHAM PLACE TRUCKEE, CA 96161 EUGENE B SCHEER flEE FBO EUGENE B SCHEER LIVING TRUST UA SEP 111997 1525 SLATE HILL ROAD CAMP HILL PA 17011-8102 EUGENE BARCHER 10 BIRDS HILL RD AVERILL PARK NY 12018-4703 EUVA SKILES TRUST UA 4 29 04 EUVA SKILES TR 5011 NAVAJO TR AMARILLO TX 79110 EVAN DAVIDS SCOTT 437 OLIVE DR PASO ROBLES CA 93446 EVAN R VAN DER VEER PO BOX 154 GWYNEDD VALLEY PA 19437 EVANS-HYDRO, INC. SERVICE DIVISION 18128 SANTA FE AVE., RANCHO DOMINGUEZ, CA
90221
EVELYN EDMONSON TRUST A1TN: DOUGLAS A. BARR 5590 EAST YALE AVENUE, SUITE 201 DENVER, CO 80222 EVELYN EDMONSON TRUST C/O DOUGLAS A BARR 5590 EAST YALE AVENUE, SUITE 201 DENVER, CO 80222 EVELYN EDMONSON TRUST C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285
Exhibit 2
pg. 24

EVERTS AIR FUEL INC. P0 BOX 60908 FAIRBANKS, AK 99706 EVERTS AIR FUEL, INC. AflN: CLIFFORD R. EVERTS P0 BOX 60908 FAIRBANKS, AK 99706 EVERTS AIR FUEL, INCORPORATED P0 BOX 60908 FAIRBANKS, AK 99706 EXCALIBUR WELL P0 BOX 21689 BAKERSFIELD, CA 93390-1689 EXCELLENT FIRE PROTECTION 531 SUPPLY ROW BOX 52 TAFT, CA 93301 EXPRESS TECHNOLOGY P.O. BOX 372 8100 FALCON BLVD FAIRFIOPE, AL 36533 EXPRESS TECHNOLOGY INCORPORATED P.O. BOX 372 FAIRHOPE, AL 36533 EXXON MOBIL P0 BOX 688938 DES MOINES, IA 50368-8938 EXXONMOBIL ALASKA PRODUCTION INC. & EXXONMOBIL OIL CORPORATION DOWNSTREAM LAW - REFINING & SUPPLY ATM: MARK M. HARRISON 3225 GALLOWS ROAD, ROOM 3D 1740 FAIRFAX, VA 22037 EZ SYSTEMS 3400W. MACARTHUR BLVD., #E SANTA ANA, CA 92704 EZ SYSTEMS 3400W MACARTHUR BLVD. SUITE E SANTA ANA, CA 92704 FAIRWEATHER E&P ATTN: ANGELINA STEPANOVA 2000 EAST 88TH SUITE 200 ANCHORAGE, AK 99507 FAIRWEATHER E&P 2000 EAST 88TH SUITE 200 ANCHORAGE, AK 99507 FAIRWEATHER E&P SERVICES, INC. 2000 E 88TH, SUITE 200 ANCHORAGE, AK 99507 FARWEST CORROSION 1480 WEST ARTESIA BOULEVARD GARDENIA, CA 90248-3215 FAY SAGER 207 BEAUMONT STREET BROOKLYN, NY 112354120 FEDERAL COMMUNICATIONS COMMISSION P0 BOX 358835 PITTSBURGH, PA 15251-5835 FEDERAL ENERGY REGULATORY COMMISSION 888 FIRST STREET, NE WASHINGTON, DC 20426 FEDERAL EXPRESS P.O. BOX 7221 PASADENA, CA 91109-7321 FEDERAL EXPRESS CORP. P0 BOX 94515 PALATINE, IL 60094-4515 FEDERAL MEDIATION CONCILIATION 501 WEST OCEAN BOULEVARD #5400 LONG BEACH, CA 90802 FEDEX P.O. BOX 7221 PASADENA, CA 91109-7321 FEDEX CUSTOMER INFORMATION SERVICE AS ASSIGNEE OF FEDEX EXPRESS/FEDEX GROUND ATrN: WILLIAM B. SELIGSTEIN REVENUE RECOVERY/BANKRUPTCY 3965 AIRWAYS BLVD, MODULE G, 3RD FLOOR MEMPHIS, TN 38116 FEDEX FREIGHT P.O. BOX 7221 PASADENA, CA 91109-7321 FEDEX FREIGHT INC FKA FEDEX FREIGHT EAST AND FEDEX FREIGHT WEST ATrN: BRYAN BONDS P0 BOX 840 HARRISON, AR 72602-0840 FERGUSON ENTERPRISES INCORPORATED FILE 56809 LOS ANGELES, CA 90074-6809 FERNANDO T NAVARRO 3909 WILMINGTON WAY MODESTO, CA 95357 FIELD POINT I LIMITED 660 STEAMBOAT ROAD, 2ND FLOOR GREENWICH, CT 06830 FIELD POINT II, LTD. 660 STEAMBOAT ROAD, 2ND FLOOR GREENWICH, CT 06830 FIELD POINT III LIMITED 660 STEAMBOAT ROAD, 2ND FLOOR GREENWICH, CT 06830 FIELD POINT IV, LTD. 660 STEAMBOAT ROAD, 2ND FLOOR GREENWICH, CT 06830 FINANCE-CONTROLLER P0 BOX 196650 ANCHORAGE, AK 99519 DOCS_LA:258715.I 68773-003 FIRST AMERICAN TITLE INSURANCE COMPANY 3035 C STREET ANCHORAGE, AK 99503 FIRST CHOICE SERVICES 4800 NEW HORIZON BOULEVARD, SUITE C BAKERSFIELD, CA 93313 FIRST CHOICE SERVICES 4800 NEW HORIZON BLVD. BAKERSFIELD, CA 93313 FIRST CLEARING LLC AT-IN PROXY DEPT 2801 MARKET STREET SAINT LOUIS MO 63103 FIRST NATIONAL BANK OF ALASKA ATFN: ROBERT TANNAHILL 101 WEST 36TH AVENUE, SUITE 419 ANCHORAGE, AK 995 10-0720 FLEET REFINISHING 15875 SANTA ANA AVENUE FONTANA, CA 92337 FLORENCE LORAINE WALKINGTON 1445 SHADOW LANE FULLERTON, CA 92831 FLORENCE LORAINE WALKINGTON C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 FLORENCE ROSLYN KOZMINSKY ANN KRAUSZ 1221 NW 49 ST POMPANO BEACH FL 33064 FLOW SOLUTIONS INCORPORATED P0 BOX 84574 SEATTLE, WA 98124-5874 FLOYD B BELL KATHLEEN J BELL JT TEN 404 ROSEHILL W CT SAINT PETERS MO 63376 FLSW SOLUTIONS ATFN: FREDERICK L WHITE 355 NORTH LANTANA SUITE #507 CAMARILLO, CA 93010 FLSW SOLUTIONS 355 NORTH LANTANA SUITE #507 CAMARILLO, CA 93010 FMT CO CUST IRA ROLLOVER FBO GARY I BURRIS P0 BOX 2845 PAYSON AZ 85547-2845 FIAT CO CUST IRA ROLLOVER FBO CURTIS EZELL YOUNG 644 URSULA DR OXNARD CA 93030-7616 FMT CO CUST IRA ROLLOVER FBO CHARLES R ROBINSON 3189 CRSYSTAL MOON RD HENDERSON, NV 89052-3124
Exhibit 2 - pg. 25

FMT Co CUST IRA ROLLOVER FBO TODD C WIESE 715 OAKWAY RD EUGENE OR 97401-5409 FMT CO CUST IRA ROLLOVER FBO AMANDA J PARSONS 8104 PERSHING DR PLAYA DEL REY CA 90293-7838 FMT CO CUST IRA ROLLOVER FBO ARTHUR A HENRY 147 BLACK OAK DR PITTSBURGH PA 15220-2007 FMT CO CUST IRA ROLLOVER FBO HENRY A BOMBERGER 163 RIVERS EDGE DR HAYES VILLE NC 28904-8501 FMT CO CUST IRA ROLLOVER FBO ALEXANDER S GAJDOS 4318 MURPHY DOME RD FAIRBANKS AK 99709-5951 FMT CO CUST IRA ROLLOVER FBO MARC A MINTZ 4101 SHOREBREAK DR 1-IUNTINGTN BCH CA 92649-2184 FMT CO CUST IRA ROLLOVER FBO JEEVAN P ANAND 5270 STARDUST RD LA CANADA CA 91011-2819 FMT CO CUST IRA ROLLOVER FBO GAYLORD R SIMON 23265 STOTTLEMEYER RD NE POULSBO WA 98370-8812 FMT CO CUST IRA ROLLOVER FBO TERRY T MILLER 3120 HALL GARDEN RD SNELLVILLE GA 30039-4689 FMT CO CUST IRA ROLLOVER FBO JOHN STEPHEN FULLER 300 WALNUT ST SHAFTER CA 93263-2242 FMT CO CUST IRA ROLLOVER FBO DANIEL STEVE SCHMALTZ 5761 PATTERSON DR TROY MI 48085-3927 FMT CO CUST IRA ROLLOVER FBO RON L COMBS 425 S A ST LOMPOC CA 93436-7901 FMT CO CUST IRA ROLLOVER FBO JOHN ROBERT BAUMGARTNER 5410 LA JOLLA #A208 LA JOLLA CA 92037-7662 FMT CO CUST IRA ROLLOVER FBO CLIFFORD A BRUNELLI 666 SADDLE RIVER RD SADDLE BROOK NJ 07663-4530 FMT CO CUST IRA ROLLOVER FBO MARK WESTON SIMRIL 143 HOLLISTER AVE APT 17 SANTA MONICA CA 90405-3532 DOCS_LA:258715.1 68773-003 FMT CO CUST IRA ROLLOVER FBO RICHARD J ROBERTS P0 BOX 984 INDIAN RK BCH, FL 33785-0984 FMT CO CUST IRA ROLLOVER FBO ALFRED N COUCH 10703 SUN TREE CV AUSTIN TX 78730-1445 FMT CO CUST IRA ROLLOVER FBO ROBERT P BUTTS 3442 BOTOMWOOD DR ERLANGERKY 41018-2831 FMT CO CUST IRA ROLLOVER FBO JOCELYN NEWTON 540 OPAL COURT BOULDER CITY NV 89005-3212 FMT CO CUST IRA ROLLOVER FBO BETH BOUSLEY 2603 S POST ST SPOKANE WA 99203-1843 FMT CO CUST IRA ROLLOVER FBO KATHLEEN ELLIS 1726 BLACKBIRD CIR CARLSBAD CA 92009-5008 FMT CO CUST IRA ROLLOVER FBO RACHEL A BIGGINS 851 WATERLOO STREET LOS ANGELES CA 90026-4039 FMT CO CUST IRA ROLLOVER FBO BRUCE L BILLINGS 24 BRIGHTON LN VERNON CT 06066-5805 FMT CO CUST IRA ROLLOVER FBO PAUL E PRATT 10018 N 100TH EAST AVE OWASSO OK 74055-6684 FMT CO CUST IRA ROLLOVER FBO GERALD V NELSON 3208 MOOR DR NEDERLAND TX 77627-6926 FMT CO CUST IRA ROLLOVER FBO MICHELE DENISE WALCOTT 7860 S HOYT CT LIITLETON CO 80128-5134 FMT CO CUST IRA ROLLOVER FBO DAVID L JONES 4521 HILLTOP DR CLINTON WA 98236-8700 FMT CO CUST IRA ROLLOVER FBO RICHARD LANE BEALL 4885 HIGHWAY 6 CHALFANT CA 93514-9469 FMT CO CUST IRA ROLLOVER FBO GERALD ALLEN KNAPP 15300 NW COUNTY ROAD 3040 PURDON TX 76679-3102 FMT CO CUST IRA ROLLOVER FBO JOHN C CRAMER 2515 21ST ST SANTA MONICA CA 90405-2713 FMT CO CUST IRA ROLLOVER FBO DAN D SOBERANO 6801 DAY DREAM CT BAKERSFIELD CA 93312-5944 FMT CO CUST IRA ROLLOVER FBO CHARLES L BROWN 3064 RIVER LAKES DR WHITEFISH MT 59937-7801 FMT CO CUST IRA ROLLOVER FBO KEVIN E HUNTER 6 JULIE DR NORTHFIELD NJ 08225-1076 FMT CO CUST IRA SEPP FBO DAVID A COHEN 1463 BIENVENEDA AVE PACIFIC PLSDS CA 90272-2347 FMT CO TTEE FRP PS A/C LEGACY FINANCIAL INC FBO JOHN A LOCHER II P/ADM JOHN A LOCHER II P0 BOX 700095 TULSA OK 74170-0095 FMT CO TTEE FRP PS A/C RICHARD J ROSUM FBO RICHARD J ROSUM P/ADM RICHARD J ROSUM 58 TREMONT AVE STAMFORD CT 06906-2332 FMTC CUSTODIAN - IRA BDA NSPS MICHAEL BAINER 747 BENTLEY RD CAMPBELLSVLLE KY 42718-7129 FMTC CUSTODIAN - ROTH IRA FBO HENRY L DRAGUN 105 WESTHOLME LN SEVERNA PARK MD 21146-2731 FMTC CUSTODIAN - ROTH IRA FBO JOHN LEE QUARNSTROM 5638 CAD WELL CT NORCROSS GA 30092-2043 FMTC CUSTODIAN - ROTH IRA FBO SAM R WINTERS 6560 YELLOWSTONE PKWY INDIANAPOLIS IN 46217-3951 FMTC CUSTODIAN - SIMPLE ACTIVE AUTO BODY INC FBO CHARLES DOUGLAS VERDIER 1835 NW COUCH ST PORTLAND OR 97209-2118 FMTC TFEE UPS/IPA MPP PLAN FBO THOMAS A MOORE 226408 E DONELSON RD KENNEWICK WA 99337-7446 FMTC TrEE UPS/IPA MPP PLAN FBO MICHAEL BAINER 2306 WINDSOR FOREST DR LOUISVILLE KY 40272-2332
Exhibit 2
pg. 26

FMTC flEE WOLF CREEK NUCLEAR END SVGS FBO ELMER E LEHMANN 494 UNDERWOOD RD SE LE ROY KS 66857-9403 FMTC TEE TPMG SAVINGS PLAN FBO NICK! E LEKAS MD P0 BOX 2908 W LAFAYETrE IN 47996-2908 FORCENERGY, INCORPORATED ArrN: PRESIDENT 2730 SW 3RD AVENUE, SUITE 800 MIAMI, FL 33129-2237 FOREST ALASKA HOLDING LLC CYRUS D MARTERIV 707 17TH STREET, SUITE 3600 DENVER, CO 80202 FOREST ALASKA HOLDING LLC C/0 CYRUS D MARTER IV 707 17TH STREET, SUITE 3600 DENVER, CO 80202 FOREST ALASKA OPERATING LLC A11N: PRESIDENT 310 K STREET, SUITE 700 ANCHORAGE, AK 99501 FOREST OIL 707 17TH STREET SUITE 3600 DENVER, CO 80202 FOREST OIL ALASKA HOLDINGS 707 17TH STREET SUITE 3600 DENVER, CO 80202 FOREST OIL CORPORATION C/0 CYRUS D MARTER IV 707 17TH STREET, SUITE 3600 DENVER, CO 80202 FOREST OIL CORPORATION CYRUS D MARTER IV 707 17TH STREET, SUITE 3600 DENVER, CO 80202 FOREST OIL CORPORATION 707 SEVENTEENTH STREET STE3600 DENVER CO 80202 UNITED STATES FOREST OIL CORPORATION 1600 BROADWAY, SUITE 2200 DENVER, CO 80202 FOREST OIL CORPORATION 707 17TH ST., STE. 3600 DENVER, CO 80802 FOREST OIL CORPORATION 707 17TH STREET SUITE 3600 DENVER, CO 80202 FOREST OIL CORPORATION 707 SEVENTEENTH STREET STE 3600 DENVER CO 80202 DOCS_LA:258715.1 68773-003 FP MAILING SOLUTIONS DEPARTMENT 4272 CAROL STREAM, IL 60122-4272 FRANCES A CHANG DESIGNATED BENE PLANITOD 1210 EVA AVE LOS ALTOS CA 94024 FRANCHISE TAX BOARD SPECIAL PROCEDURES ATFN: FRED HELTZEL, BANKRUPTCY FRANKLIN T HARRIS AND C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 FRED H WICKHAM 2914 CONCORD DR DECATUR, GA 30033-5013 FRED H WICKHAM JR. C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 FRONTIER BUSINESS SYSTEMS 1432 INGRA ST. ANCHORAGE, AK 99501 FRONTIER BUSINESS SYSTEMS 1432 INGRA STRREET ANCHORAGE, AK 99501 G BAKER STEEVES ATFN: KEVIN STEEVES 1070W 124TH AVE UNIT 400 DENVER CO 802341786 G L M CORPORATION ATFN: CHERYL THOMPSON 420 NORTH WILLOW KENAI, AK 99611 G L M CORPORATION 420 NORTH WILLOW KENAI, AK 99611 G PARKER CHILDRENS TRUST C/0 WI REEDER 251 WEST 81 STREET #3B NEW YORK, NY 10024 G PARKER CHILDRENS TRUST C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 GAIL ANN ROPP 4746 DEEBOYAR AVE LAKEWOOD, CA 90712 GALON S RODABAUGH 4335 MUMFORD DR COLUMBUS, OH 43220-4436 GARDERE ATTORNEY AND COUNSELORS C/O RICHARDM. ROBERSON 3000 THANKSGIVINGTOWER 1601 ELMSTREET DALLAS, TX 75201-4761 GARRETT SMITH 11700 PRESTON ROAD #173 DALLAS, TX 75230-2718 GARRY G HANDZLIK 20 DUBONNET DR DEPEW NY 14043 GARTH FREEZE 1505 CHRISTI AVE CHAPEL HILL IN 37034
MGR
P0 BOX 2952 SACRAMENTO, CA 95812-2952 FRANCHISE TAX BOARD ATFN: LUKA OCKO BANKRUPTCY SECTION MS A340 P0 BOX 2952 SACRAMENTO, CA 95812-2952 FRANCHISE TAX BOARD P.O. BOX 942857 SACRAMENTO, CA 94257-0531 FRANK C WAARA P0 BOX 1854 KENAI, AK 99611 FRANK D PAULSEN 978 UTICA AVE VENTURA, CA 93004 FRANK E WOLLENSACK ESTATE WENDY W SCHNUR, EXECUTRIX 83 BAY VIEW AVENUE MYSTIC, CT 06355 FRANK E WOLLENSACK ESTATE C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 FRANK J MAZGAJ ESTATE ANNE ALEKSANDROWICZ, EXECUTOR 9702 KNOLL ROAD EDEN, NY 14057 FRANK J MAZGAJ ESTATE C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 FRANKLIN T HARRIS 1621 WEST CHEYENNE ROAD COLORADO SPRINGS, CO 80906 FRANKLIN T HARRIS C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 FRANKLIN T HARRIS & BARBARA HARRIS 1621 WEST CHEYENNE ROAD COLORADO SPRINGS, CO 80906
Exhibit 2
pg. 27

GARY C. SLEEPER JERMAIN DUNNAGAN & OWENS PC 3000 A STREET, SUITE 300 ANCHORAGE, AK 99503 GARY C. SLEEPER RE: WHALE BUILDING, LLC JERMAIN DUNNAGAN & OWENS PC 3000 A STREET, SUITE 300 ANCHORAGE, AK 99503 GARY D CRABTREE SEP IRA FCC AS CUSTODIAN 1437 IVORY DRIVE SANTA MARIA CA 934554057 GARY J BURRIS P0 BOX 2845 PAYSON, AZ 85547 GARY J. BURRIS 506 WEST SAINT MORITZ DRIVE PAYSON, AZ 85541 GARY J. BURRIS P0 BOX 2845 PAYSON, AZ 85547 GARY L CONLEY 4311 TWEEDDALE DR BAKERSFIELD, CA 93311 GARY M GREEN P0 BOX 492478 REDDING CA 96049-2478 GARY R MCHARGUE IRA TD AMERITRADE CLEARING CUSTODIAN 5745 HIDDEN BROOK CT WESTLAKE VLLGE CA 91362-5246 GARY RICE 103 TURK HOUSE LN CARY, NC 27519-6854 GARY YAWN 146W. POINT PLANTATION PARKWAY ST. SIMONS ISLAND GA 31522 GCI P0 BOX 196609 ANCHORAGE, AK 995 19-6609 GCI P.O. BOX 99001 ANCHORAGE, AK 99509-9001 GCI P0 BOX 99016 ANCHORAGE, AK 99509-9001 GCI P0 BOX 196609 ANCHORAGE, AK 995 19-6608 GCI P0 BOX 99001 ANCHORAGE, AK 99509-9001 GE ENERGY P11 NORTH AMERICA, INCORPORATED 7105 BUSINESS PARK DRIVE HOUSTON, TX 77041 DOCS_LA:258715.1 68773-003 GENE F PRITCHARD 218 PALOMARES AVE VENTURA, CA 93003 GENERAL MARINE 1221 LAMAR SUITE 1220 HOUSTON, TX 77010 GENERAL PETROLEUM P0 BOX 31001-1235 PASADENA, CA91IIO-1235 GENERAL PETROLEUM COPRORATION P.O.BOX 499 LONG BEACH CA 90801-0499 GENERAL PETROLEUM CORPORATION 19501 SOUTH SANTA FE AVENUE RANCHO DOMINGUEZ, CA 90221-5913 GENERAL PETROLEUM CORPORATION C/O RICHARD C. MACLAS COUNSEL FOR GENERAL PETROLEUM CORPORATION CREIM MACLAS KOENIG & FREY LLP 633W. FIFTH STREET 51ST FLOOR LOS ANGELES, CA 90071 GENERAL PETROLEUM CORPORATION RICHARD C. MACLAS AS COUNSEL FOR GENERAL PETROLEUM CORPORATION CREIM MAClAS KOENIG & FREY LLP 633W. FIFTH STREET, 51ST FLOOR LOS ANGELES, CA 90071 GENERAL PETROLEUM CORPORATION P.O. BOX 31001-1235 PASADENA, CA 91110-1235 GENERAL PRODUCTION P0 BOX 344 TAFT, CA 93268 GEORGE F JOHNSON P0 BOX 1419 ROLLA MO 65402 GEORGE KASPER P.O. BOX 155 GASQUET, CA 95543 GEORGE KASPER C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 GEORGE LINICK ELIZABETH LINICK JT TEN 4169 PARDEE AVE DEARBORN HEIGHTS MI 48125-2409 GEORGE M HANKO 50 SEANOR STREET JEANNETFE, PA 15644-3149 GEORGE M HANKO C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 GEORGENA NEWMAN P0 BOX 608 KAPAAU, 1-11 96755 GEORGENA NEWMAN C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 GEOTHERMAL DISTRICT GI 801 K STREET, MS 20-21 SACRAMENTO, CA 95814 GEOTHERMAL DISTRICT G2 605 WAKE AVENUE, SUITE 7 EL CENTRO, CA 92243-2235 GEOTHERMAL DISTRICT G3 SOD STREET, ROOM 300 SANTA ROSA, CA 95404-4772 GERALD A RONNING MAUREEN A RONNING JTWROS P0 BOX 1934 5384 SHERWOOD LANE GLOUCESTER VA 23061-1901 GERALD A. TYWONIUK 106 AVE E REDONDO BEACH, CA 90277 GERALD F PESCUMA 3 AVON LANE W. NEWBURY, MA 01985 GERALD F PESCUMA C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 GERALD GILLMAN 1604 DUBLIN DRIVE SILVER SPRING, MD 20902-3913 GERALD GILLMAN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 GERALD RUSSELL 7945W GEDDES PL LITLETON CO 80128-4328 GERALD TYWONIUK 106 AVENUE E REDONDO BEACH, CA 90277 USA GERALD TYWONIUK 111 W. OCEAN BLVD. SUITE 1240 LONG BEACH, CA 90802 GETTY OIL COMPANY 6001 BOLLINGER CANYON ROAD SAN RAMON, CA 94583 GIRMSCHEID ENTERPRISES CURBSIDE RECYCLING P.O. BOX 90284 ANCHORAGE, AK 99509-0284
Exhibit 2
pg. 28

GLENN A PURCELLA 9830 BELMONT ST APT 214 BELLFLOWER CA 90706-5458 GLM CORPORATION, INC. 9601 WILSHIRE BOULEVARD, SUITE 322 BEVERLY HILLS, CA 90210 GLOBAL COLLECT BV 5613 PAYSPHERE CIRCLE CHICAGO, IL 60674 GOLD COAST STEEL & SUPPLY, INCORPORATED P0 BOX 1026 OXNARD, CA 93032 GOLDEN WEST MACHINE INC. 9930 JORDAN CIRCLE SANTA FE SPRINGS, CA 90670 GOLDMAN SACHS & CO 85 BROAD ST FLOOR 29 NEW YORK NY 10004 UNITED STATES GOLDMAN SACHS & CO 85 BROAD STREET FLOOR 29 NEW YORK NY 10004 UNITED STATES GOLDMAN SACHS & CO C/O DAN SHERMAN 30 HUDSON STREET 10TH FLOOR JERSEY CITY NJ 07302 UNITED STATES GOLDMAN SACHS & CO 85 BROAD ST NEW YORK NY 10004 UNITED STATES GOLDMAN SACHS & CO C/O DAN SHERMAN 30 HUDSON STREET 10TH FLOOR JERSEY CITY NJ 07302 GOLDMAN SACHS & CO 85 BROAD ST FLOOR 29 NEW YORK NY 10004 GOLDMAN SACHS & CO 85 BROAD ST NEW YORK NY 10004 GOLDMAN SACHS & CO 85 BROAD STREET FLOOR 29 NEW YORK NY 10004 GOLDMAN SACHS & COMPANY AUN: MATTHEW C. TARVER SPECIALTY LENDING GROUP 6011 CONNECTION DRIVE IRVING, TX 75039 GOLDMAN SACHS & COMPANY 85 BROAD STREET NEW YORK, NY 10004 GOLDMAN SACHS & COMPANY C/O DAN SHERMAN 30 HUDSON STREET 10TH FLOOR JERSEY CITY, NJ 073024600 DOCS_LA:258715.1 68773-003 GORDON DONALD MCLEAN & LYNN ELLEN MCLEAN IT TEN 2 DANA DR COLLEGEVILLE PA 19426 GORDON H BRANDENBURGER P0 BOX 1420 ANACONDA, MT 59711 GORDON H BRANDENBURGER C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 GORDON KARPINSKE 5511 MCGANN LANE 101 FITCHBURG WI 53711-4953 GOTLAND OIL 111 W. OCEAN BLVD. SUITE 1240 LONG BEACH, CA 90802 GOTLAND OIL 111 W. OCEAN BLVD. LONG BEACH, CA. 90802 GOTLAND OIL INC. 111 W. OCEAN BLVD. SUITE 1240 LONG BEACH, CA 90802 GOTLAND OIL INC. 111 W. OCEAN BLVD. SUTIE 1240 LONG BEACH, CA 90802 GOTLAND OIL INCORPORATED 111 WEST OCEAN BOULEVARD, SUITE 1240 LONG BEACH, CA 90802 GOVERNORS OFFICE OF PLANNING AND RESEARCH P0 BOX 3044 SACRAMENTO, CA 95812-3044 GOVERNORS OFFICE OF PLANNING AND RESEARCH 1400 TENTH STREET SACRAMENTO, CA 95814 GRACE ELECTRIC INCORPORATED 1901 MARCILYNN COURT BAKERSFIELD, CA 93312 GRAINGER DEPARTMENT 440- 854226289 PALATINE, IL 60038-0001 GRANT W. HENDERSON 9620 VIEWSIDE DRIVE DALLAS, TX 75231 GREENBERG TRAURIG LLP 3773 HOWARD HUGHES PARKWAY, SUITE SOON LAS VEGAS, NV 89109 GREENBERG TRAURIG, LLP 3773 HOWARD HUGHES PARKWAY, SUITE 400 NORTH LAS VEGAS, NV 89169 GREENBERG TRAURIG, LLP AUN: ANNE M. LORADITCH 3773 HOWARD HUGHES PARKWAY SUITE 400 NORTH LAS VEGAS, NV 89169 GREGG AMBER 13 BROWNSBURY ROAD LAGUNA NIGUEL CA 92677 GREGG AMBER 13 BROWNSBURY RD LAGUNA NIGUEL CA 92677-9382 GREGORY S. BURGESS ATFN: JOHN C SIEMERS 963 BANMOOR DRIVE TROY, MI 48084 GREGORY D MOREY 33160 LAURA JEAN CIRCLE SOLDOTNA, AK 99669 GREGORY D. MOREY P0 BOX 3553 SOLDOTNA, AK 99669-3553 GREGORY L MILLS CHARLES SCHWAB & CO INC CUST ROTH CONVERSION IRA 3705 ARCTIC BLVD # 1751 ANCHORAGE AK 99503 GREGORY L WELLONS 163 CANVASBACK LN LANGHORNE PA 190478230 GREGORY S BURGESS 963 BANMOOR DRIVE TROY, MI 48084-1686 GREGORY S BURGESS C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 GREGORY S. BURGESS A1TN: JOHN C SIEMERS 963 BANMOOR DRIVE TROY, MI 48084 GRZEGORZ WIECZERZAK & MARTA WIECZERZAK Yr WROS 855 DOLINGTON RD NEWTOWN PA 18940-2729 GT ANALYTICAL SERVICE INCORPORATED 29330 QUAILWOOD DRIVE RPV, CA 90275 GT ANALYTICAL SERVICE, INC ATrN: DARRYL TCHON 29330 QUAIL WOOD DR. RPV, CA 90275 GT ANALYTICAL SERVICE, INC. ATM: DARRYL TCHON 29330 QUAILWOOD DR. RANCHO PALOS VERDES, CA 90275 USA
Exhibit 2
pg. 29

GT ANALYTICAL SERVICE,INC 29330 QUAILWOOD DR. RPV, CA 90275 GUARDIAN P0 BOX 51505 LOS ANGELES, CA 90051-5805 GUARDIAN P.O. BOX 51505 LOS ANGELES, CA. 90051 GUESS & RUDD 510 L STREET, 7TH FLOOR ANCHORAGE, AK 99501-1964 GUY M WOOLCOTF 4743 CASEY RD DRYDEN MI 48428 H & H AUTOMOTIVE 2001 HIGHWAY 46 WASCO, CA 93280 H & S HOSE & SUPPLY INCORPORATED P0 BOX 40308 BAKERSFIELD, CA 93384 H. GORDON ECCLES 14023 SAGE COURT MCCALL, ID 83638 H. GORDON ECCLES C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 H. KENT AGUILLARD, ESQ. ATTORNEY AT LAW RE: WAVELAND SERVICES, INC. 141S. 16TH STREET P.O. BOX 391 EUNICE, LA 70535 H. KENT AGUILLARD, ESQ. ATTORNEY AT LAW COUNSEL FOR WAVELAND SERVICES, INC. 141S. 16TH STREET P.O. BOX 391 EUNICE, LA 70535 HAGEMEYER NORTH AMERICA AITN: BRADLEY J. PUGH 13649 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 HAGEMEYER NORTH AMERICA 13649 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 HALLIBURTON ENERGY SERVICES P0 BOX 203143 HOUSTON, TX 77216-3143 HALLIBURTON ENERGY SVCS P0 BOX 203143 HOUSTON, TX 77216-3143 HAMILTON BROTHERS OIL COMPANY 1600 BROADWAY #2600 DENVER, CO 80202 HARBOR ENTERPRISES, INC. 43442 K-BEACH ROAD SOLDOTNA, AK 99669 HAROLD GREENBERG & ERIC M JACOBS if 13594 SW 58TH AVE MIAMI FL 33156-7244 HAROLD HOLLIS & SANDI HOLLIS IT TEN 20211 REVERE CIR EAGLE RIVER AK 99577 HAROLD KRAVIK 2701 EAST ALLRED AVENUE #145 MESA, AZ 85204 HAROLD KRAVIK C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 HAROLD R RINKO RR 2 BOX 2538 HALLSTEAD PA 18822-9654 HARRY il-fiLL G. C. TAYLOR, ESQ./JERMAIN, DUNNIGAN & OWENS 3000 A. STREET, SUITE 300 ANCHORAGE, AK 99503 HARRY J. HILL DECEASED G. C. TAYLOR, ESQ. JERMAIN, DUNNIGAN & OWENS C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 HART ENERGY PUBLISHING LP 1616 SOUTH VOSS, SUITE 1000 HOUSTON, TX 77057 HARTIG RHODES HOGE & LEKISCH, PC 717 K. STREET ANCHORAGE, AK 99501 HAYNES AND BOONE, LLP A1TN: CHARLES A. BECKHAM, JR. - PETER C. RUGGERO RE: STELLAR ENERGY, LLC 1221 MCKINNEY, SUITE 2100 HOUSTON, TX 77010 HD INDUSTRIES 537W. ANAHEIM ST. LONG BEACH, CA 90813 HD INDUSTRIES AUN: DAVID HIVELEY P.O. BOX 21399 LONG BEACH, CA 90801 HD INDUSTRIES P.O. BOX 21399 LONG BEACH, CA 90801 HEAT & FROST INSULATION INC A1TN: BARBARA J MASSEY P.O. BOX 1678 SOLDOTNA, AK 99669 HEAT & FROST INSULATION INC. P.O. BOX 1678 SOLDOTNA, AK 99669 HEINZ W RICHTER CHARLES SCHWAB & CO INC CUST ROTH CONTRIBUTORY IRA 1201 LLANO ST PASADENA TX 77504 HEITZMAN DRILL-SITE SERV. ROBERT M. ANDERSON P.O. DRAWER 3579 CASPER, WY 82602 HEITZMAN DRILL-SITE SERVICES ROBERT M. ANDERSON P.O. DRAWER 3579 CASPER, WY 82602 HELANE FAITH CHILDS 73 POND ST COHASSET MA 02025 HELEN P HIEMSTRA TTEE HELEN P HIEMSTRA TRUST U/A DTD 05/04/89 4282 N LIMBERLOST PL TUCSON AZ 85705 HELI-FLITE INCORPORATED 6873 FLIGHT ROAD RIVERSIDE, CA 92504-1932 HENRY A BOMBERGER 163 RIVERS EDGE DR HAYES VILLE NC 28904 HENRY R HAYES 684 BENICIA DRIVE, APT. 30 SANTA ROSA, CA 95409-3060 HENRY R HAYES C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 HILLIARD LYONS CUST FOR STUART DAVID WESTON IRA-ROLL 5880 CORIANDER COURT PRESCOTT AZ 86305-3863 HIS ENERGY DEPARTMENT #142 DENVER, CO 80271-0142 HODGDEN ALASKA, LLC 408 EIGHTEENTH STREET GOLDEN, CO 80401 HODGDEN ALASKA, LLC C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 HOEFLER CONSULTING GROUP ATrN: BRIAN HOEFLER 3401 MINNESOTA DRIVE SUITE 300 ANCHORAGE, AK 99503
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 30

HOEFLER CONSULTING GROUP 3401 MINNESOTA DRIVE SUITE 300 ANCHORAGE, AK 99503 HOPPER ENGINEERING ASSOCIATES 300 VISTA DEL MAR REDONDO BEACH, CA 90277 HOWARD F TODMAN C/O MYKA TODMAN 215 EAST 80TH STREET, APARTMENT I 1K NEW YORK, NY 10021-0543 HOWARD F TODMAN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24116 TEMPE, AZ 85285 HOWARD G THOMPSON 455 E OCEAN BLVD APT 810 LONG BEACH, CA 90802-4942 HOWARD G. THOMPSON 455 EAST OCEAN BOULEVARD, APARTMENT 810 LONG BEACH, CA 90802 HUGH B MULVANEY JR DANIELLE W MULVANEY JT TEN 546 HODGSON CIR WEST GROVE PA 19390 HUGH E SMITH P0 BOX 500667 ATLANTA, GA 31150-0667 HUGH E SMITH C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 HUGH G MARCHANT & JEAN MARCHANT 9 TAMAL VISTA LANE KENTFIELD, CA 94904 HUGH G MARCHANT AND C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 HUGHES NETWORK SYSTEMS P0 BOX 96874 CHICAGO, IL 60693-6874 HUMANE SOCIETY OF SEATTLE/KING COUNTY AUN: DIRECTOR OF DEVELOPMENT 13212 SE EASTGATE WAY BELLEVUE, WA 98005 HUMANE SOCIETY OF SEATTLE/KING COUNTY C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 HURLEY COMPANY 384 SOUTH DOS CAMINOS AVE. VENTURA, CA 93003 DOCS_LA:258715.1 68773-003 HVA ROYALTIES ATFN: HAROLD VAN ARNEM 401 N.E. 2ND ST DELRAY BEACH, FL 33483 HVA ROYALTIES AITN: HAROLD VAN ARNEM 301 N.E. 2ND ST DELRAY BEACH, FL 33483 HVA ROYALTIES 401 NE 2ND STREET DELRAY BEACH, FL 33483 HVA ROYALTIES C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24I16 TEMPE, AZ 85285 HYSTER CAPITAL NMHG FINANCIAL SERVICES P0 BOX 643749 PITTSBURGH, PA 15264-3749 I H S ENERGY DEPARTMENT 142 DENVER, CO 80271 IAN MACKENZIE HUTCHINSON CHARLES SCHWAB & CO INC CUST ROTH CONTRIBUTORY IRA 3606 CHANCELLOR WAY WEST LAFAYETIE IN 47906 IEQ INDUSTRIES LIMITED P0 BOX 215 MACATAWA, MI 49434 IHS ENERGY DEPARTMENT #142 DENVER, CO 80271-0142 ILYA I KUDISH ROTH IRA TD AMERITRADE INC CUSTODIAN 756 MORNINGSIDE DR GRAND BLANC MI 48439 INDEPENDENT LIFT TRUCK ATFN: KEMP A. KNAPMAN 1200 EAST 70TH ANCHORAGE, AK 99518 INDEPENDENT LIFT TRUCK 1200 EAST 70TH ANCHORAGE, AK 99518 INDUSTRIAL HEARING & PULMONARY MANAGEMENT 1846 WOODLAND STREET UPLAND, CA 91786 INDUSTRIAL INSTRUMENT SERVICES ATTN: KEVIN MORIN 300 AIRPORT WAY KENAI, AK 99611 INDUSTRIAL INSTRUMENT SERVICES 300 AIRPORT WAY KENAI, AK 99611 INDUSTRIAL INSTRUMENT SVC 300 AIRPORT WAY KENAI, AK 99611 INDUSTRIAL REFUSE INC. 44196 KALIFORNSKY BEACH RD. SOLDOTNA, AK 99669 INDUSTRIAL REFUSE INC. 42115 KALIFORNSKY BEACH RD SOLDOTNA, AK 99669-8229 INDUSTRIAL REFUSE INCORPORATED ATFN: KIM VELIE 42115 KALIFORNSKY BEACH ROAD SUITE B SOLDOTNA, AK 99669 INDUSTRIAL REFUSE INCORPORATED 42115 KALIFORNSKY BEACH RD SOLDOTNA, AK 99669-8229 INDUSTRIAL REFUSE INCORPORATED 42115 KALIFORNSKY BEACH ROAD SUITE B SOLDOTNA, AK 99669 INLET DRILLING ALASKA 210 NORTH WILLOW STREET KENAI, AK 99611 INLET PETROLEUM COMPANY 459 WEST BLUFF DRIVE ANCHORAGE, AK 99501 INSTRUMENT SERVICE INC. ATTN: SUZANNE FOSTER 2100 N. VENTURA AVE. VENTURA, CA 93001 INSTRUMENT SERVICE INC. 2100 N. VENTURA AVE. VENTURA, CA 93001 INSTRUMENT SERVICE INCORPORATED 2100 NORTH VENTURA AVENUE VENTURA, CA 93001 INSURANCE DIVISION 3601 C ST ANCHORAGE, AK 99503 INTERACT PMTI, INCORPORATED 4567 TELEPHONE ROAD SUITE 203 VENTURA, CA 93003 INTERNAL REVENUE SERVICE 31 HOPKINS PLAZA, RM 1150 BALTIMORE, MD 21201 INTERNAL REVENUE SERVICE P.O. BOX 21126 PHILADELPHIA, PA 19114 INTERNAL REVENUE SERVICE OGDEN, UT. 84201-0039 INTERNAL SERVICES DEPARTMENT 1100 NORTH EASTERN AVENUE #200 LOS ANGELES, CA 90063 INTERNATIONAL ENERGY SERVICES COMPANY 3445 KASHIWA STREET TORRANCE, CA 90505
Exhibit 2
pg. 31

INTERNATIONAL ENERGY SERVICES COMPANY ATFN: JOHN YAMANOHA 3445 KASHIWA ST TORRANCE, CA 90505 USA IRA BENJAMIN KATZ RE: ROSECRANS ENGERY GERSHUM & KATZ, A LAW CORPORATION 1901 AVENUE OF THE STARS, SUITE 300 LOS ANGELES, CA 90067 IRA BENJAMIN KATZ GERSHUM & KATZ, A LAW CORPORATION RE: ROSECRANS ENERGY 1901 AVENUE OF THE STARS, SUITE 300 LOS ANGELES, CA 90067 IRA BENJAMIN KATZ RE: ROSECRANS ENERGY GERSHUNI & KATZ, A LAW CORPORATION 1901 AVENUE OF THE STARS, SUITE 300 LOS ANGELES, CA 90067 IRA FBO COURTNEY R CRITES TD AMERITRADE INC CUSTODIAN ROTH ACCOUNT P0 BOX 826 WESTPORT CT 06881-0826 IRA FBO GERALD A RONNING HSBC BANK USA AS TrEE 2929 WALDEN AVE DEPEW, NY 14043-2690 IRA FBO JEFFREY GLENN KUSS VFTC AS CUSTODIAN ROTH ACCOUNT 33847 VINCA IN MURRJETA CA 92563-3432 IRA FBO JOHN HEBBLETHWAITE PERSHING LLC AS CUSTODIAN 2715 MANCHESTER ST W LAFAYETTE IN 47906-1393 IRA FBO JONATHAN SINCLEAR PERSHING LLC AS CUSTODIAN ROLLOVER ACCOUNT 1545 MESA ROAD DURHAM CA 95938-9709 IRA FBO MICHAEL ANTHONY MEYERS PERSHING LLC AS CUSTODIAN 775 LONG HILL RD BRIARCLIFF NY 10510-2124 IRIS C LAURENCIO ROTH IRA ETRADE CUSTODIAN 5855 MABBOTF DRIVE LOVES PARK IL 61111-6931 IRIS Y STEPHENS TESTAMENTARY TRUST VERNON J STEPHENS, TRUSTEE 304 CALLE LEON NW ALBUQUERQUE, NM 87114 IRIS Y STEPHENS TESTAMENTARY TRUST C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 IRS FAQ; LEVY PROCEEDS TAMRA LYNN FRAZIER P0 BOX 24017 FRESNO, CA 93779-9881 IRS FAQ; LEVY PROCEEDS C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 IRWIN INDUSTRIES INC. P0 BOX 973269 DALLAS, TX 75397-3269 IRWIN INDUSTRIES, INC. P.O. BOX 973269 DALLAS, TX 75397-3269 IRWIN INDUSTRIES, INC. ATFN: EARL GREB1NG 1580W. CARSON STREET LONG BEACH, CA 90810 UNITED STATES ISLAND EXPRESS P0 BOX 2249 AVALON, CA 90704 J ARON & COMPANY AITN: ENERGY OPERATIONS 85 BROAD STREET NEW YORK, NY 10004 J ARON & COMPANY C/O CT CORPORATION SYSTEM 111 8TH AVENUE, 13TH FLOOR NEW YORK, NY 10011 J ARON & COMPANY 85 BROAD STREET NEW YORK, NY 10004 3 ARON & COMPANY AS ADMINISTRATIVE AGENT 85 BROAD STREET NEW YORK, NY 10004 J BRETT TIBBITS P0 BOX 679 SOMIS CA 93066-0679 J D FACTORS, LLC ATFN: STEPHEN P JOHNSON P0 BOX 3428 PALOS VERDES, CA 90274 J D FACTORS, LLC P0 BOX 3428 PALOS VERDES, CA J. ARON & COMPANY 85 BROAD STREET NEW YORK, NY 10004 J.A. EDMONSON INCORPORATED P0 BOX 55455 VALENCIA, CA 91385 JACELINE M PASCOE IRA TD AMERITRADE INC CUSTODIAN 14137 DALMATIAN DR GRASS VALLEY CA 95945-9679 JACK B GALBREATH WILMA J GALBREATH iT TEN 12210 NORMONT DR HOUSTON TX 77070 JACK M MCKINLEY CHARLES SCHWAB & CO INC CUST IRA ROLLOVER 99 N POST OAK IN APT 2209 HOUSTON TX 77024 JACK 0 CANFIELD TFEE RAMONA J CANFIELD TTEE JACK & RAMONA CANFIELD REV TRU U/A DID 12/15/94 4389 N WILLIAMSTON RD WILLIAMSTON MI 48895 JACKIE DENNY - KCTFC P0 BOX 541004 LOS ANGELES, CA 90054-1004 JACKSON KENNETH CHAMBERS JR 234 CANDLELIGHT LN. GLEN BURNIE MD 21061 JACQUELINE GRANT PERIN CHARLES SCHWAB & CO INC CUST IRA ROLLOVER 3210 VIRGINIA HOUSTON TX 77098 JAD CHEMICAL COMPANY, INCORPORATED P0 BOX 6786 RANCHO PALOS VERDES, CA 90734 JAMES A DAUGHARTHY BARBARA A DAUGHARTHY JT TEN 1590 OREGON RD lOLA, KS 66749 JAMES AARON NORWOOD 116 BERGER ST BELLE CHASSE LA 70037 90274 JAMES BEATIIE 473 53RD AVENUE SOUTH SEATTLE, WA98118-1511 JAMES BEATIIE C/O ROYALTY DISTRJBUTORS,INC. (AS AGENT) 473 53RD AVENUE SOUTH SEATTLE, WA 98118-1511 JAMES BLASCO 322 WOODLAND DR ROUND LAKE BEACH IL 60073
J WEB HOLES 411 STANLEY AVE CINCINNATI, OH 45226-1718 J WEB HOLES C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) 411 STANLEY AVENUE CINCINNATI, OH 45226-1718 J. ARON & COMPANY ATFN: SIMON COLLIER 85 BROAD STREET NEW YORK, NY 10004
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 32

JAMES C STEWART C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 JAMES D ARLINGTON 9449 WREN CIRCLE EAGLE RIVER, AK 99577 JAMES D BERTRAM & ALICE V BERTRAM iT 123 ARROW DR MARIETTA OH 457509778 JAMES D. ARLINGTON 9449 WREN CIRCLE EAGLE RIVER, AK 99577 JAMES E HALL SR 7313 TRAILWOOD ST FLORENCE AL 35634 JAMES E NEWSTEAD P0 BOX 7954 NIKISKI, AK 99635 JAMES G EDMISTON & MARLA EDMISTON IT TEN 2698 HELENA FLATS RD KALISPELL MT 59901 JAMES G MILLER SR 4755 CHATFORD AVE. BALTIMORE MD 21206 JAMES H FARREN 10040 EAST HAPPY VALLEY ROAD, #2017 SCOTrSDALE, AZ 85255 JAMES H FARREN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JAMES H RENNEKER P0 BOX 328 WARROAD MN 56763-0328 JAMES L. THURMAN & C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JAMES L. THURMAN & LETA THURMAN 925 AURORA DRIVE FAIRBANKS, AK 99709-5506 JAMES M CLAYTON 915 FOXENWOOD DR SANTA MARIA CA 93455-4121 JAMES MURPHY 1 CHARLTON CT STE 204 SAN FRANCISCO CA 94123 JAMES N FARE 7622 ROYSTER ROAD GREENSBORO, NC 27455 JAMES N FARR C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 JAMES NELSON 2747 PARADISE ROAD PH2804 LAS VEGAS, NV 89109 JAMES P CRAPETICIO C/O BARBARA BUCK P0 BOX 1623 RANCHO SANTA FE, CA 92067 JAMES P CRAPETICIO C/0 ROYALTY DISTRJBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JAMES PAUL FOX TFEE DRILTEK INC PS PLAN FBO IVAN DAVID ALLRED 901 TOWER WAY STE 102 BAKERSFIELD CA 93309 JAMES R FORD TRUST JAMES R FORD TFEE 22715 GREGORY ST DEARBORN, MI 48124-4701 JAMES R HECKATHORN P.O. BOX 136 ELK CITY ID 83525 JAMES R LOWERY JR 2267 US HIGHWAY 441 N DUBLIN GA 31021 JAMES RAYMOND CHAPMAN 1123 PATFERSON RD SANTA MARIA CA 93455-5119 JAMES ROLAND MORRIS 303 COLUMBUS AVE S NEW PRAGUE MN 56071 JAMES RUSSELL FREEMAN 17411 - 76TH AVENUE WEST EDMONDS, WA 98026 JAMES RUSSELL FREEMAN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 JAMES S RANDOLPH TRADITIONAL IRA HSBC BANK USA TRUSTEE 68W BIHRWOOD DRIVE WEST SENECA NY 14224-3626 JAMES T SHAPLAND 4102 FAR HILLS DRIVE CHAMPAIGN, IL 61822 JAMES T SHAPLANI) C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JAMES WATT 3711 WILLOW ROAD HOUSTON, TX 77019 JAMES WILLIAM HASKINS DAWN HASKIIJS 7736 SOUTH ELIZABETH COURT LITrLETON, CO 80122-3314 JAMES WILLIAM HASKINS & DAWN HASKINS iT TEN 7736 S ELIZABETH CT LITILETON CO 80122 UNITED STATES JAMES WILLIAM HASKINS & DAWN HASKINS IT TEN 7736 S ELIZABETH CT LITTLETON CO 80122 JAN RENFROE RAND RENFROE IT TEN 193 GOLDEN RD OROVILLE WA 98844 JARETF CREED P0 BOX 2316 MANHATTAN BEACH, CA 90267-2316 JASEN L REMINGTON 102 ARGONNE AVE APT I LONG BEACH, CA 90803-3228 JASON AND JANET BURGESS ATFN: JOHN C. SIEMERS 3346 E. TONTO DRIVE PHOENIX, AZ 8504 JASON AND JANET BURGESS A1TN: JOHN C. SIEMERS 3346 E. TONTO DRIVE PHOENIX, AZ 85044 JASON AND JANET BURGESS ATFN: JOHN C SIEMERS 3346 E. TONTO DRIVE PHOENIX, AZ 85044 JASON M BURGESS 3346 EAST TONTO DRIVE PHOENIX, AZ 85044 JASON M BURGESS C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24116 TEMPE, AZ 85285 JASON P WELLMAN 1002 CASTAIC AVE BAKERSFIELD, CA 93308-3104 JASON P. WELLMAN 1002 CASTAIC AVE BAKERFIELD, CA 93308-3104 JASON REMMINGTON III W. OCEAN BLVD, STE. 1240 LONG BEACH, CA. 90802 ID FACTORS LLC 500 SILVER SPUR ROAD, SUITE 306 RANCHO PALOS VERDES, CA 90275
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 33

JD RUSH COMPANY 5900 EAST LERDO HIGHWAY SHAFTER, CA 93263 JEANETFE ECKELS P0 BOX 3964 MISSION VIEJO, CA 92690-3964 JEANETFE ECKELS 22502 PETRA 29 MISSION VIEJO CA 92692-1181 JEAN-PIILIPPE CHAMPAGNE 4517 WELLINGTON DOWNS RALEIGH NC 27613 JEE VAN ANAND 5270 STARDUST ROAD LA CANADA, CA 91011 JEEVAN P ANAND 5270 STARDUST ROAD LA CANADA-FLINTRIDGE, CA 91011 JEEVAN P ANAND 5270 STARDUST RD LA CANADA CA 91011-2819 JEFF S SPAGG IRA ROLLOVER TD AMERITRADE CLEARING CUSTODIAN 5411 HOLLAND AVE GARDEN GROVE CA 92845 JEFFEREY L. BURGESS ATTN: JOHN C SIEMERS 4891 N. LALOMITA TUCSON, AZ 85718 JEFFERY K. WARD SIMPLE IRA FCC AS CUSTODIAN 149 NORTH PLACER AVENUE IDAHO FALLS ID 834024022 JEFFREY BLAISE CHANSLER 2021 ROLLING ROCK ROAD WAKE FOREST NC 27587 JEFFREY CYMBALUK 47 ORCHARD DR VENTURA, CA 93001 JEFFREY G KUSS & LESLIE J KUSS JT TEN WROS 33847 VINCA LN MURRIETA CA 92563-3432 JEFFREY L LASHINS & SARAH A FRANCE JTWROS 421 43RD STREET OAKLAND CA 94609-2120 JEFFREY L. BURGESS 4891 NORTH LA LOMITA TUCSON, AZ 85718-6028 JEFFREY L. BURGESS C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JEFFREY M COHN UTA CHARLES SCHWAB & CO INC IRA CONTRIBUTORY DTD 04/06/97 211 SPYGLASS BROUSSARD LA 70518 JEFFREY R ALLEN 5638 DUMFRIES COURT WEST DUBLIN, OH 43017 JEFFREY R ALLEN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JEFFREY WILLIAM PRESTON 2215 CEDAR SPRINGS RD APT 1207 DALLAS TX 75201-1860 JEFFRIES BROS INCORPORATED P0 BOX 640 WASCO, CA 93280-0640 JENNIFER A KURITZ 345 PARK AVENUE LONG BEACH, CA 90814 JERALD L DAVIS 544 CLARKSON STREET DENVER CO 80218 JEREMY R JOHNSON 770 SOUTH PALM NUMBER 1501 SARASOTA FL 34236 JEREMY R. HAASE 6226 WHEELER VALLEY LANE BAKERSFIELD, CA 93311 JERETF A CREED P0 BOX 2316 MANHATTAN BEACH, CA 90267-2316 JEROME KELLY & CAROL KELLY JT TEN TOD TO BENEFICIARIES ON FILE WITH AMTD 12455W JANESVILLE RD UNIT 306 MUSKEGO WI 53150-3001 JERRY L DAVIS CODY HUSEBY Yr TEN 701 S LOGAN ST STE 112 DENVER CO 80209 JESSE D ROBINSON 2655 EAST 5TH STREET SILVER SPRINGS NV 89429 JESSICA MARIE SUPER 644 MANHATTAN BEACH BOULEVARD APT 8 MANHATTAN BEACH CA 90266-4866 JILLIAM GLORIA UNDER UGMA DONNA M GLORIA AS CUSTODIAN 10711 SATINWOOD CIRCLE ORLANDO, FL 32825 JILLIAM GLORIA UNDER UGMA C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JILLIAN M. GLORIA C/O PATRICK J. RUSSELL 1703 DUSTER CIRCLE ARLINGTON, TX 76018 JIMMY G CARTWRIGHT 244W MARYDALE AVE SOLDOTNA, AK 99669 JIMMY VELVET C/0 ROBIN GRIFFIN P0 BOX 1146 HENDERSONVILLE, TN 37077 JIMMY VELVET C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JIN K. RHEA 2233 BIRCHDALE DRIVE THOUSANDS OAKS, CA 91362-1532 JTN K. RHEE 2233 BIRCHDALE DRIVE THOUSANDS OAKS, CA 91362-1532 MN K. RHEE C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 241I6 TEMPE, AZ 85285 JMKC EXPRESS P0 BOX 2579 PALOS VERDES PENINSULA, CA 90274 JOE LASHER 17595 HARVARD C #206 IRVINE, CA 92614 JOHN A MIERZEJEWSKI UTA CHARLES SCHWAB & CO INC IRA CONTRIBUTORY DTD 11/14/96 6 BAKER LANE MATFAPOISETT MA 02739 JOHN B GILLMAN FLORENE M GILLMAN YF TEN 2401 WYETH DR GUNTERSVILLE AL 35976 JOHN BROOKS 4307 EAST 118TH STREET TULSA, OK 74137-8301 JOHN BROOKS C/0 ROYALTY DISTPJBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JOHN C. MCDONALD P0 BOX 940215 HOUSTON, AK 99694-0215 JOHN C. MCDONALD C/0 ROYALTY DISTRJBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 34

JOHN E. BRENNAN 39 OCONNORS LANE OLD TAPPAN NJ 07675 JOHN FRANKLIN BROWN IRA ROLLOVER TD AMERITRADE CLEARING CUSTODIAN 11635 WILDWOOD SPRING DR ROSWELL GA 30075-1837 JOHN GUZMAN CRANE 24824 SEAGROVE AVENUE WILMINGTON, CA 90744 JOHN GUZMAN CRANE SERVICE, INCORPORATED 24824 SEAGROVE AVENUE WILMINGTON, CA 90744 JOHN GUZMAN CRANE 24824 SEAGROVE AVENUE WILMIGNTON, CA 90744 JOHN GUZMAN CRANE 24824 SEAGROVE AVE. WILMINGTON, CA 90744 JOHN J. HARRIS ESQ.& RACHEL FEIERTAG MEYERS NAVE RE: ROSECRANS ENGERY 333 SOUTH GRAND AVENUE, SUITE 1670 LOS ANGELES, CA 90071 JOHN J. HARRIS ESQ.&RACHEL FEIERTAG MEYERS NAVE RE: ROSECRANS ENERGY 333 SOUTH GRAND AVENUE, SUITE 1670 LOS ANGELES, CA 90071 JOHN K GARVEY REVOCABLE TRUST C/0 PETROLEUM INC 300W DOUGLAS AVE, SUITE 1050 WICHITA, KS 67202-2911 JOHN K. GARVEY REVOCABLE TRUST A1TN: JANE M. GARVEY - JOHN K. GARVEY 300W. DOUGLAS SUITE 1050 WICHITA, KS 67202-2911 JOHN KERN 166 STEWART DRIVE TIBURON, CA 94920 JOHN KERN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JOHN L GARCIA 108 BARNES DRIVE VENTURA, CA 93001 JOHN M PHILLIPS 2755 DAWSON LONG BEACH, CA 90806-2088 JOHN M. ROBINSON ATTN: JOHN C SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024 JOHN M. ROBINSON 9333 MEMORIAL DRIVE, APARTMENT 201 HOUSTON, TX 77024-5735 JOHN M. ROBINSON C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JOHN METZGER 8425 VALLEY VIEW STREET BUENA PARK, CA 90620 JOHN MICHAEL FAIL 496 WILSHIRE LANE SANTA MARIA, CA 93455 JOHN R RAINWATER 10618 VENTUCOPA PLACE BAKERSFIELD, CA 93311 JOHN R. HURLEY 384S DOS CAMINOS AVENUE VENTURA, CA 93003 JOHN R. RAINWATER 10618 VENTUCOPA PLACE BAKERSFIELD, CA 93311 JOHN R. RODERICK P0 BOX 742 SOLDOThA, AK 99669 JOHN RAINWATER 111 W. OCEAN BLVD. SUTIE 1240 LONG BEACH, CA 90802 JOHN RAINWATER Ill W. OCEAN BLVD., STE. 1240 LONG BEACH, CA 90802 JOHN S AMSTUTZ 1211 WEST 26TH STREET SAN PEDRO, CA 90731-5603 JOHN SHEA ENRIGHT flEE JOHN ENRIGHT INC DEF BEN PEN 4901 MORENA BOULEVARD, SUITE 123 SAN DIEGO, CA 92117 JOHN T BLANDI LINDA K BLAND] JT TEN 10605 NORTH ELMA SPOKANE, WA 99218 JOHN T MCILWEE & BEVERLY J WINTERS JT TEN 181 OLD Y ROAD GOLDEN, CO 804019559 JOHN T. PEAVEY P0 BOX 88 CAREY, ID 83320 JOHN T. PEAVEY C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JOHN TEMPLETON FOUNDATION 300 CONSHOHOCKEN STATE ROAD SUITE 500 WEST CONSHOHOCKEN PA 19428 JOHN UCHYTIL 10247 MOOER LANE EDEN PRAIRIE, MN 553474642 JOHN UCHYTIL 10247 MOOER LANE EDEN PRAIRIE MN 55347 JOHN W POLOMNY 2285 STEWART AVENUE APARTMENT 1104 SAINT PAUL, MN 55116-3149 JOHN W YULE 1109 WILLIAMS STREET+C161 FORT COLLINS, CO 80524-3862 JOHN W YULE C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JOHN W. LA FOREST 1926 REDONDELA DRIVE RANCHO PALOS VERDES, CA 90275-1028 JOHN WILEY & SONS, INCORPORATED P0 BOX 34587 NEWARK, NJ 071894587 JOHNNY D SANCHEZ 4104 1/2 LOMA AVE. ROSEMEAD, CA 91770 JOHNSON LIFT / HYSTER P.O. BOX 60007 CITY IF INDUSTRY, CA 91716 JOHNSTON VACUUM TANK SERVICE INCORPORATED P0 BOX 306 TAFT, CA 93268 JOHNSTON VACUUM TANK SERV P0 BOX 243 TAFT, CA 93268 JOHNSTON VACUUM TANK SERVICE INC. AITN: KEITH WATKINS P0 BOX 306 TAFT, CA 93268 JOHNSTON VACUUM TANK SERVICE INC. P0 BOX 306 TAFT, CA 93268 JOHNSTON VACUUM TANK SERVICES P0 BOX 243 TAFT, CA 93268 JOLENE KENYON C/0 PATRICK J. RUSSELL 1018 WESTHERED WOOD CIRCLE WINTER SPRINGS, FL 32708 JOLENE KENYON 1018 WEATHERED WOOD CIRCLE WINTER SPRINGS, FL 32708
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 35

JOLENE KENYON C/O ROYALTY DISTPJBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JON R LEBOEUF 1337 N MATHEW ST PORTERVILLE, CA 93257 JON SINCLEAR & ROBIN SINCLEAR COM PROP 1545 MESA ROAD DURHAM, CA 95938 JONATHAN M EMMONS 1367 BEAVERHEAD ROAD HELENA, MT 59602-7604 JONATHAN MICHAEL SHARON KAREN SHARON Yr TEN 14781 MEMORIAL DRIVE #806 HOUSTON, TX 77079 JONATHAN P OLSEN & KIMBERLY A OLSEN Yr TEN 53 FRUEHAUF SNYDER NY 14226-3805 JONATHON PARSONS 8104 PERSHING DRIVE PLAYA DEL REY, CA 90293-7838 JONES & BEARDSLEY PC 10000 STOCKDALE HIGHWAY, SUITE 350 BAKERSFIELD, CA 93311 JONES LUMBER COMPANY, INC P0 BOX 40 LYNWOOD, CA 90262-0040 JORGE C CASTRO 15433 TELEGRAPH ROAD #54 SANTA PAULA, CA 93060 JOSE DIAZ 12172 TURQUOISE STREET GARDEN GROVE, CA 92845-1833 JOSE PENA 1631 WEST PACIFIC COAST HIGHWAY APARTMENT 64 WILMINGTON, CA 90744 JOSEPH A RODIN ANDREW J RODIN 721 WEST 31ST STREET, APARTMENT 1 SAN PEDRO, CA 90731 JOSEPH A RODIN CUST FOR ANTHONY G RODIN UCAUTMA 721 WEST 31ST STREET, APARTMENT 1 SAN PEDRO, CA 90731 JOSEPH A RODIN SIMPLE IRA TD AMERITRADE INC CUSTODIAN 3705 SOUTH PACIFIC AVENUE SAN PEDRO, CA 90731-6938 JOSEPH A SINSHEIMER SEP IRA E*TRADE CUSTODIAN 418 ELM STREET RALEIGH, NC 27604-1932 JOSEPH A. RODIN 721 W 31 ST #1 SAN PEDRO, CA 90731 JOSEPH ALLEN NEWTON JR & NANCY WALKER NEWTON YF TEN PMB 415 139 ALTAMA CONNECTOR BRUNSWICK GA 31525 JOSEPH CISAR JR & JEANNETFE D CISAR JT TEN 108 BLUE BONNET CIR JUSTIN TX 76247 JOSEPH DAVIS 21 SOUTH LA SENDA DRIVE LAGUNA BEACH, CA 92651-6729 JOSEPH DAVIS C/0 ROYALTY DISTRIBUTORS ,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JOSEPH FRIEND 64 GOOSE HILL ROAD CHESTER, CT 06412 JOSEPH KILCHRIST III W. OCEAN BLVD., STE.1240 LONG BEACH, CA 90802 JOSEPH KILCHRIST 14835 BRAMBLE WOOD DRIVE HOUSTON, TX 77079 UNITED STATES JOSEPH KILCHRIST 14835 BRAMBLE WOOD DRIVE HOUSTON, TX 77079 JOSEPH MARTINEZ 23543 W WAYLAND DR BUCKEYE AZ 85326 JOSEPH RODIN 721 W.3IST#I SAN PEDRO, CA 90731 JOSEPH SUTLY 520 RIVIERA WEST INDIALANTIC, FL 32903 JOSEPH SUTLY C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JOSEPH W BATTISTO & VIRGINIA M BATISTO JT WROS 44 WYNDHAM HILLS CRESCO PA 18326-9755 JOSEPH WINSBERG TOD SUBJECT TO STA TOD RULES P0 BOX 286 ARGYLE WI 53504 JOSEPH"BUDDY" M YORK 1161 NEWCASTLE CT OVIEDO FL 32765 JOSH COHEN SIRA RAYMOND JAMES & ASSOC INC CSDN 606 RICE ST HIGHLAND PARK IL 60035-5012 JOSHUA D GREEK 8700 CAR VALHO CT BAKERSFIELD, CA 93311-1938 JOSHUA D YOUNG 1491 GLENVILLE DRIVE LOS ANGELES, CA 90035 JOY EQUIPMENT PROTECTION 5661 CARPINTERIA AVENUE CARPINTERIA, CA 93013 JOYCE EILEEN STEPHENSON 1602 QUAIL HILL ROAD MEXICO, MO 65265 JPMORGAN CHASE BANK TRAD CUST IRA OF JASON D KENNEMER 205 B CASTLE ROW LAFAYETTE LA 70506 JS COMMUNICATIONS INCORPORATED 35315 SEVENTH STANDARD ROAD, SUITE 100 BAKERSFIELD, CA 93308 JULIAN F WAGNER 2416 CREOLE CREEK CIR STONE MOUNTAIN, GA 30087-3758 JULIAN F WAGNER 2416 CREOLE CREEK CIR STONE MOUNTAIN GA 300873758 JULIO C. MEZA 1643 JUNPIER LANE BEAUMONT, CA 92223 JULIO C. MEZA 1643 JUNIPER LANE BEAUMONT, CA 92223 JUNE N KAYE 2209 SOUTH MACON COURT AURORA, CO 80014 JUNE N KAYE C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 JUNE N. KAYE 555 S. PIERCE ST. #337 LAKEWOOD, CO 80226 JUNISH BISHOP THOMAS 5502 EL PALACIO DR. BAKERSFIELD, CA 93307 KANDALL D SWEDBERG 34670 SILVERWEED ST SOLDOTNA, AK 99669 RASPER FAMILY PARTNERSHIP C/O DR. GEORGE RASPER P.O. BOX 155 GASQUET, CA 95543
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 36

KASPER FAMILY PARTNERSHIP C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 KASPER PROFIT SHARING CIO DR GEORGE KASPER P.O. BOX 155 GASQUET, CA 95543 KASPER PROFIT SHARING C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 KATHERINE STEWART 3034 VIA VISTA # N LAGUNA WOODS, CA 92637 KATHLEEN BROWN 2410 MARIKA CIRCLE WICHITA FALLS, TX 76308 KATHLEEN BROWN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 KATHLEEN FERRIN 4715 BLUE HERRON CIRCLE ANCHORAGE, AK 99507 KBA ENGINEERING LLC P0 BOX 1200 BAKERSFIELD, CA 93302-1200 KEITH A MCGEE IRA ETRADE CUSTODIAN P.O. BOX 5115 GILLETTE WY 82717-5115 KEITH W CALDERWOOD REVOC TRUST ATTN: KAREN C ELLIS N.M. PETTIJOHN,TfEE K.W. CALDERWOOD,SUCC TFEE P0 BOX 495 KENAI, AK 99611-0495 KEITH W CALDERWOOD REVOC TRUST N.M. PETTIJOHN,TFEE K.W. CALDERWOOD,SUCC TEE P0 BOX 495 KENAI, AK 99611-0495 KEITH W CALDERWOOD REVOC TRUST C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 KEITH W. CALDERWOOD REVOC TRUST AYFN: KAREN C. ELLIS N.M. PETTIJOHN,TrEE K.W. CALDERWOOD,SUCC TFEE P0 BOX 495 KENAI, AK 99611-0495 KELLY PIPE COMPANY, LLC P.O. BOX 2827 SANTA FE SPRINGS, CA 90670 KEN CROFT A 1001-500 EAU CLAIRE AVE SW CALGARY, AB T29 3R8 KENAI AVIATION INC. P0 BOX 46 KENAI, AK 99611 RENAl PENINSULA BOROUGH ATFN: SCOTT BLOOM 144 N BINKLEY ST SOLDOTNA, AK 99669 KENNETH A MEHAFFEY ATrN: BRENDEN MEHAFFEY 562 ELDORA ROAD PASADENA, CA 91104 KENNETH A MEHAFFEY 562 ELDORA ROAD PASADENA, CA 91104 KENNETH A MEHAFFEY C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 KENNETH AUGUSTO 1109 OLIVE AVE. NOVATO CA 94945-2415 KENNETH BARKER IRA TD AMERITRADE CLEARING CUSTODIAN 202 MANDARIN CIR VACAVILLE, CA 95687-3113 KENNETH BRODY & LAURA BRODY JT TEN P0 BOX 526 VERPLANCK NY 10596-0526 KENNETH D BRYAN III 180 LAKEWOOD PKWY SNYDER NY 14226 KENNETH FRAGA 1550 SILICA AVENUE SACRAMENTO, CA 95815-3312 KENNETH FRAGA 1550 SILICA AVE SACRAMENTO CA 95815 KENNETH HAROLD BJORK 1140 LEALAND RD MAPLEWOOD MN 55109 KENNETH HOWARD GOUGH 300 SHEOAH BLVD APT 311 WINTER SPRINGS FL 32708 KENNETH L RUTH P0 BOX 9 TOLLHOUSE, CA 93667 KENNETH M WEBER 1015 DEERBROOK DR. #1731 FORT WORTH TX 76108 KENNETH WATTS 69 CASSIDY SOUTH DENNIS, MA 02660 KENNETH WATTS C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 KERN COUNTY FIRE & P0 BOX 2766 BAKERSFIELD, CA 93303-2766 KERN COUNTY TREASURER - TAX COLLECTOR AITN: LINDA DELGADO P.O. BOX 579 BAKERSFIELD, CA 93302-0579 KERN COUNTY TREASURER - TAX COLLECTOR 1115 TRAXTON AVENUE 2ND FLOOR BAKERSFIELD, CA 93301-4640 KEVIN J BUCHANAN 375 W. ARROW HWY. UPLAND, CA 91786 KEVIN KANE CYNTHIA KANE 137 ST ARMAND LANE WHEELING, IL 60090-3966 KEVIN KANE & CYNTHIA KANE iT TEN 137 ST ARMAND LANE WHEELING IL 60090-3966 UNITED STATES KEVIN KANE & CYNTHIA KANE IT TEN 137 ST ARMAND LANE WHEELING IL 60090-3966 KEVIN L UJVARY 322 SOUTH ASH CASPER, WY 82601 KEVIN L UJVARY C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 KEVIN PHILLIPS 388 PARAGON DR TROY MI 48098-4630 KEVIN RAHILLY 3101 WARRINGTON ROAD CLEVELAND OH 44120-2428 KEVIN RUSSELL STEEVES ROTH IRA TD AMERITRADE CLEARING CUSTODIAN 1104W 125Th DR WESTMINSTER CO 802341764 KEVIN T WOOD DEBORAH E WOOD P0 BOX 532 NOKOMIS FL 34274 KIMRAY OIL & GAS ATTN: DEBBIE REICH P0 BOX 18949 OKLAHOMA CITY, OK 73154-0949
DOCS_LA:258715.1 68773-003
Exhibit 2 - pg. 37

KIMRAY OIL & GAS P0 BOX 18949 OKLAHOMA CITY, OK 73154-0949 KITTY F CROMWELL MERCENTILE SAFE DEP & TR, ACCT#2457307 2 HOPKINS PLAZA BALTIMORE, MD 21201 KITTY F CROMWELL C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 KLEBER S GALLARDO 8 TURNING MILL RD LEXINGTON MA 02420-1314 KLEIN DENATALE GOLDNER P0 BOX 11172 BAKERSFIELD, CA 93389-1172 KMBS U.S.A., INC. DEPT. LA 22988 PASADENA, CA 91185-2988 KONICA MINOLTA P0 BOX 100706 PASADENA, CA 91189-0706 KONICA MINOLTA BUSINESS SOL P0 BOX 100706 PASADENA, CA 91189-0706 KONICA MINOLTA BUSINESS SOLUTIONS ATTN: SUSAN KELLY 100 WILLIAMS DR RAMSEY, NJ 07446 KONICA MINOLTA BUSINESS SOLUTIONS P0 BOX 100706 PASADENA, CA 91189-0706 KREIELSI-IEIMER REMAINDER FOUNDATION C/0 ERIN ELIASEN STOEL RIVES LLP 600 UNIVERSITY STREET, SUITE 3600 SEATTLE, WA 98101 KREIELSHEIMER REMAINDER FOUNDATION ATTN: ERIN ELIASEN C/O STOEL RIVES LLP 600 UNIVERSITY STREET, SUITE 3600 SEATTLE, WA 98101 KRISTYN MCARTER 740 MEYER LN UNIT 14 REDONDO BEACH, CA 90278-5271 KW & PARTNERS BIN L WASCO, CA 93280 LA BUREAU OF STANDARDS 2319 DORRIS PL LOS ANGELES, CA 90031 LA COUNTY ASSESSOR 24330 NARBONNE AVE LOMITA, CA 90717 DOCS_LA:2587I5.1 68773-003 LA COUNTY AUDITOR CONTROLLER 500 WEST TEMPLE STREET #525 LOS ANGELES, CA 90012 L. WARREN HINES 3596 STANFORD CIRCLE ANCHORAGE, AK 99508 L. WARREN HINES C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) 3 STANFOR CIRCLE ANCHORAGE, AK 99508 L.A. COUNTY TREASURER AND TAX COLLECTOR ATFN: LINDA D. RAMOS P0 BOX 54110 LOS ANGELES, CA 90051-0110 L.A. COUNTY TREASURER AND TAX COLLECTOR AT-IN: MAN-LING KUO PO BOX 54I1O LOS ANGELES, CA 90054-0110 LA CO TAX COLLECTOR P.O. BOX 54027 LOS ANGELES, CA 90054-0027 LA CO TAX COLLECTOR P0 BOX 54027 LOS ANGELES, CA 90067 LAB PROPERTIES INC. 5919 77TH AVENUE SE MERCER ISLAND, WA 98040 LAB PROPERTIES INC. C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 LAB PROPERTIES, INC. AITN: JOHN C SIEMERS - WANDA M. BURGESS 5919 77TH AVENUE SOUTHEAST MERCER ISLAND, WA 98040 LACY OIL TOOL COMPANY P0 BOX 695 WILMINGTON, CA 90748 LANDMARK SQUARE CO. LLC P.O. BOX 56798 LOS ANGELES, CA 90074-6798 LANKMARK SQUARE CO. LLC P0 BOX 56798 LOS ANGELES, CA 90074-6798 LARRY J BOMBECK 823 S STU}{R RD GRAND ISLAND NE 68801-8106 LARRY OWENS 3300 NORTH MAIN STREET, SUITED ANDERSON SC 29621 LARRY R SHAW CINDY L SHAW TEN COM 41 N US HIGHWAY 31 W}IITELAND IN 46184 LARSON SOFTWARE 3352 WALNUT BEND LAND HOUSTON, TX 77042 LATHAM & WATKINS LLP 53RD AT THIRD 885 THIRD AVENUE NEW YORK, NY 10022-4834 LAURA DANSKY-MARTINEZ 603 FAYE LANE REDONDO BEACH, CA 90277 LAURA SYOUNG 1491 GLENVILLE DR LOS ANGELES CA 90035 LAURUS MASTER FUND C/O LAURUS CAPITAL MANAGEMENT LLC 825 3RD AVENUE, 14TH FLOOR NEW YORK, NY 10022 LAW OFFICES OF GUESS 5IOL STREET 7TH FLOOR ANCHORAGE, AK 99501 LAW OFFICES OF RALPH B. KOSTANT 12650 RIVERSIE DRIVE, SUITE 100 NORTH HOLLYWOOD, CA 91607-3442 LAW OFFICES OF RALPH B. KOSTANT 12650 RIVERSIDE DR., SUITE 100 NORTH HOLLYWOOD, CA 91607-3442 LAWRENCE DAY 3305 SAN ANGELO MISSION TX 78572 LAZARD FRERES & CO. LLC 600 TRAVIS STREET SUITE 2300 HOUSTON, TX 77002 LAZARD FRERES & COMPANY LLC 600 TRAVIS STREET, SUITE 2300 HOUSTON, TX 77002 LAZARD FRERES & COMPANY LLC 190 SOUTH LA SALLE STREET 3151 FLOOR CHICAGO, IL 60603 LAZARD FRERES & COMPANY LLC 30 ROCKEFELLER PLAZA NEW YORK, NY 10020 LEANA J SCHNELL 4333 ELK RIVER ROAD EUREKA, CA 95503 LEANA J SCHNELL C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 LEE S SAUERWALD GRACE R SAUERWALD iT TEN P0 BOX 423 EAST MIDDLEBURY VT 05740 LEES FENCING COMPANY INCORPORATED 1024 NEVADA STREET SIGNAL HILL, CA 90755
Exhibit 2
pg. 38

LEO KREIELSHEIMER KREIELSHEIMER FOUNDATION 10 HARRISON STREET #302 SEATTLE, WA 98109 LEO KREIELSHEIMER DECEASED C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 LEON TRUBIN KLARA TRUBIN JT TEN 400 SUTCLIFFE PL WALNUT CREEK CA 94598 LEROY A FROST 4 WILLOW RUN ROAD GREENWICH CT 06831-3221 LEROY CLARENCE G1ELEN JR 36882 COUNTY ROAD 155 AVON MN 56310 LESLEY M SCHWARTZ 19214 VINEYARD LANE SARATOGA CA 950704551 LESLIE A BOUGHTON ROTH IRA ETRADE CUSTODIAN 8961 LITTLE CREEK DRIVE ANCHORAGE AK 99507-3918 LESLIE B FEINGLASS TrEE LESLIE B FEINGLASS 2001 TRUST U/A DTD 4/9/01 2500 VIRGINIA LN NORTHBROOK IL 60062 LEWIS & LEWIS ATTN: PHILIP FONTANA 405 E. FIREWEED LANE ANCHORAGE, AK 99503 LEWIS & LEWIS 405 E. FIREWEED LANE ANCHORAGE, AK 99503 LICENSING & REGULATION DEPARTMENT 3650 NORTH BUCKNER BOULEVARD DALLAS, TX 75228 LIDIA G CARBAJAL 1611 W 204TH ST TORRANCE, CA 90501 LINDA EMILY STEEVES & KEVIN RUSSELL STEEVES YF TEN 1104 W 125TH DR WESTMINSTER CO 802341764 LINDA EMILY STEEVES RESP INDV FBO NATHAN RUSSELL STEEVES ESA TD AMERITRADE CLEARING CUSTODIAN 1104W 125TH DR DENVER CO 802341764 LINDA EMILY STEEVES RESP INDV FBO MEGAN EMILY SlEEVES ESA TI) AMERITRADE CLEARING CUSTODIAN 1104W 125TH DR DENVER CO 802341764 LINDA EMILY STEEVES ROTH IRA TD AMERITRADE CLEARING CUSTODIAN 1104W 125TH DR WESTMINSTER CO 802341764 LINDA H VITALO AND DANIEL VITALO JTWROS 37 SAGE CREEK IRVINE, CA 92603 LINDA K WIBBERG 236 87TH AVE NE ST PETERSBURG FL 337023804 LINDA LAUTIGAR BANKRUPTCY COORDINATOR MMS / DENVER FEDERAL CENTER P0 BOX 25165 MAIL STOP 370B2 DENVER, CO 80225 LINDEN D & JULIN A HEATWOLE TRS FBO CHERRY GROVE ESTATES REVOCABLE TRUST UA DTD APR 32004 540 MAYLAND ROAD BROADWAY VA 22815-3605 LISA L GLADNEY DESIGNATED BENE PLAN/TOD 408 E 7TH ST HOUSTON TX 77007 LOIS A BARKER IRA TD AMERITRADE CLEARING CUSTODIAN 202 MANDARIN CIR VACAVILLE, CA 95687-3113 LOIS BOLT C/0 LAWRENCE JACOBSON COHEN AND JACOBSON, LLP 900 VETERANS BLVD. #600 REDWOOD CITY, CA 94063 LOIS BOLT C/0 LAWRENCE A. JACOBSON COHEN AND JACOBSON, LLP 900 VETERANS BLVD. #600 REDWOOD CITY, CA 94063 LOIS FISCHER BOLT C/O C/D ROYALTY DISTRIBUTORS, INC. (AS AGENT) P.O. BOX 24116 TEMPE, AZ LOIS FISCHER BOLT C/O C/D ROYALTY DISTRIBUTORS, INC. (AS AGENT) P.O. BOX 24116 TEMPE, AZ 85285 LOIS FISCHER BOLT 122 ALTURA WAY GREENBRAE, CA 94904 LOIS FISCHER BOLT C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 LONG BEACH CITY ATTORNEYS OFFICE C/O GARY J. ANDERSON, DEPUTY ATTORNEY 333W. OCEAN BLVD., 11TH FLOOR LONG BEACH, CA 90802 LONG BEACH CITY ATTORNEYS OFFICE RE: LONG BEACH CITY CONTROLLER C/O GARY J. ANDERSON 333W. OCEAN BLVD., 11TH FLOOR LONG BEACH, CA 90802 LONG BEACH CITY AUDITOR 333 WEST OCEAN BOULEVARD #8 LONG BEACH, CA 90802 LONG BEACH CITY CONTROLLER C/0 GARY ANDERSON 333 WEST OCEAN BOULEVARD #6TH FLR. LONG BEACH, CA 90802 LONG BEACH CITY CONTROLLER 333 WEST OCEAN BOULEVARD # 14 LONG BEACH, CA 90802 LONG BEACH FINANCIAL MGMT 333 WEST OCEAN BOULEVARD #6 LONG BEACH, CA 90802 LONG BEACH HOSE 1265 WEST 16TH STREET LONG BEACH, CA 90813 LONG BEACH HOSE & COUPLINGS CO., INC. 1265 W. 16TH STREET LONG BEACH, CA 90813 LONG BEACH HOSE & COUPLING CO, INC. 1501 SANTA FE AVENUE LONG BEACH, CA 90813 LONG BEACH HOSE & COUPLING CO, INC. ATFN: RAUL ALCALA, SR 1265W. 16TH ST. LONG BEACH, CA 90813 LONG BEACH, CITY OF 333 WEST OCEAN BOULEVARD LONG BEACH, CA 90802-4604 LONG BEACH, CITY OF BUSINESS LICENSE SECTION 333W. OCEAN BLVD., 4TH, CITY HALL LONG BEACH, CA 90802 LONG BEACH, CITY OF P0 BOX 630 LONG BEACH, CA 90802 LONG BEACH, CITY OF P0 BOX 630 LONG BEACH, CA 90842-0001 LONG BEACH, CITY OF P.O. BOX 630 LONG BEACH, CA 90842-0001 LONG TERM CARE PROPERTIES INC AITN: ALAN JOHNSON 7 CORPORATE PLAZA DRIVE NEWPORT BEACH, CA 92660-7904
DOCS_LA:2587I5.I 68773-003
Exhibit 2
pg. 39

LONG TERM CARE PROPERTIES INC 7 CORPORATE PLAZA DRIVE NEWPORT BEACH CA 92660-7904 LORD SECURITIES CORPORATION 39207 TREASURY CENTRE CHICAGO, IL 60694-9200 LORETFA JEAN DAVIS 2500 EAST 4TH STREET LONG BEACH CA 90814 LOS ANGELES P0 BOX 60036 LOS ANGELES, CA 90060-0036 LOS ANGELES CITY TREASURER 215 WEST 6Th STREET #8 LOS ANGELES, CA 90014 LOS ANGELES CONTROLLER 200 NORTH MAIN STREET #300 LOS ANGELES, CA 90012 LOS ANGELES COUNTY ASSESSOR 500 WEST TEMPLE STREET LOS ANGELES, CA 90012 LOS ANGELES COUNTY TAXES P0 BOX 54018 LOS ANGELES, CA 90054-0018 LOS ANGELES COUNTY TREASURER 225 NORTH HILL STREET LOS ANGELES, CA 90012 LOS ANGELES TAX & PERMIT DIV 111 NORTH HOPE STREET LOS ANGELES, CA 90012 LOVELL CORPORATION ATFN: ROGER VITITOW 2852 GUNDRY AVE. SIGNAL HILL, CA 90755-1813 LOVELL CORPORATION 2852 GUNDRY AVE. SIGNAL HILL, CA 90755-1813 LOWEN D RICHTER TRUSTEE U/A DATED 4/23/2002 LOWEN D RICHTER REVOC TRUST 428 SO WASHINGTON AVE ST PETER MN 56082-2026 LS Ill WEST OCEAN CO. LLC P.O. BOX 56798 LOS ANGELES, CA. 90074-6798 LS III WEST OCEAN COMPANY LLC 200 VESEY STREET, 11TH FLOOR THREE WORLD NEW YORK, NY 10281-1021 LTS ENVIRONMENTAL, INC. 704 ADIRONDACK AVE. VENTURA, CA 93003 LUCINDA K. BRENNAN 39 OCONNERS LANE OLD TAPPAN NJ 076757021 LUCON RESOURCES LLC 1565 LAS CANOAS ROAD SANTA BARBARA, CA 93105 DOCS_LA:258715.I 68773-003 LYNCH LEGACY INC 19428 SHOSHONEE ROAD APPLE VALLEY CA 92307 M DELUNA & R DELUNA HEE DELUNA FAMILY TRUST U/A DID 09/04/1996 1470 CANADA RD WOODSIDE CA 94062 M H. MCCOLLUM 1996 CHARITABLE TR UAD 05/08/96 MICHAEL H MCCOLLUM TFEE 1290 BUTFERFIELD ROAD SAN ANSELMO CA 94960-1006 M JENKINS CROMWELL C/O MARYLAND CAPITAL MGMT INC 800 NORTH CHARLES STREET, SUITE 300 BALTIMORE, MD 21201 M JENKINS CROMWELL JR. C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 M ROSKELLEY & C ROSKELLEY TTEE ATFN: MILTON ROSKELLEY THE ROSKELLEY REVOCABLE TRUST U/A DID 05/03/2002 3295W FIREFALL PL TUCSON, AZ 85741 M ROSKELLEY & C ROSKELLEY TFEE THE ROSKELLEY REVOCABLE TRUST U/A DID 05/03/2002 3295W FIREFALL PL TUCSON AZ 85741 M.O. DION & SONS, INC. A1TN: NORA MANCILLAS 1543 WEST 16TH ST LONG BEACH, CA 90813 MAKHAN S GILL ROTH IRA CONVERSION TD AMERITRADE CLEARING CUSTODIAN 46515 WOODSIDE DRIVE CANTON MI 48187 MAKHAN S GILL ROTH IRA TD AMERITRADE CLEARING CUSTODIAN 46515 WOODSIDE DRIVE CANTON MI 48187 MAKHAN S GILL & SARBINDER K GILL JT TEN 46515 WOODSIDE DRIVE CANTON MI 48187 MALCOLM M STIlT 6500 PINEWOOD DR PARKER CO 80134 MANFRED ZERBIN & EFENIA ZERBIN MARITAL PROPERTY 10510 E 8TH AVE SPOKANE VALLEY WA 992063506 MAPMAKERS ALASKA 259 SOUTH ALASKA ST. PALMER, AK 99645 MARATHON OIL COMPANY AT-IN: DAVID M. RISSER C/O YVONNE KUNETKA, ESQ. 5555 SAN FELIPE STREET, RM. 2535 HOUSTON, TX 77056 MARATHON OIL COMPANY 3201 C STREET SUITE 800 P0 BOX 196168 ANCHORAGE, AK 99519-6168 MARATHON OIL COMPANY ATFN: PRODUCTION MANAGER P0 BOX 196168 ANCHORAGE, AK 99519-6168 MARATHON OIL COMPANY P0 BOX 196168 ANCHORAGE, AK 99519 MARATHON OIL COMPANY JOINT VENTURE RECEIPTS P0 BOX 840144 DALLAS, TX 75284-0144 MARATHON OIL COMPANY P.O. BOX 196168 3201 C STREET, SUITE 800 ANCHORAGE, AK 99519-6168 MARATHON OIL COMPANY WOMBLE CARLYLE SANDRIDGE & RICE PLLC KEVIN J MANGAN 222 DELAWARE AVENUE SUITE 1501 WILMINGTON, DE 19801 MARATHON OIL COMPANY A1TN: PRODUCTION MANAGER P0 BOX 196168 ANCHORAGE, AK 99519 MARATHON OIL COMPANY 14194 COLLECTION CENTER DR CHICAGO, IL 60693 MARATHON OIL COMPANY P0 BOX 4813 HOUSTON, TX 77210-4813 MARATHON OIL COMPANY 14194 COLLECTION CTR DR CHICAGO, IL 60693 MARATHON OIL CORPORATION P0 BOX 4813 HOUSTON, TX 77210-4813 MARCHANT GRANDCHILDRENS TRUST C/O JON MARCHANT & SUSAN ANGEL 9 TAMAL VISTA LANE GREENBRAE,CA 94904 MARCHANT GRANDCHILDRENS TRUST C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MARED INVESTMENTS LTD BY MARED 29719 HIGH ESCHELON FAIR OAKS RANCH TX 78015
Exhibit 2
pg. 40

MARGARET KIMBALL 16 PARK RD PUTNAM CT 06260-3030 MARGARET M SCHNARR 7245 HILLSIDE AVE APT 301 LOS ANGELES CA, 90046 MARIA S BARRIO 4783 COLUMBIA WAY QUARTZ HILL CA 93536-2906 MARIE PEDLOW 22 LAKE DR SOMERS NY 10589 MARILYN J BURNS 4536 N HARDING AVE CHICAGO IL 60625 MARILYN SCANDRETT 3243 NACOGDOCHES STREET APARTMENT 405 SAN ANTONIO TX 78217 MARINA ROBERTSON 7582 SEABLUFF DRIVE # 108 HUNTINGTON BEACH, CA 92648 MARINA ROBERTSON 7582 SEABLUFF DR UNIT 108 HUNTINGTON BEACH CA 926486425 MARINA ROBERTSON 111 W. OCEAN BLVD, STE. 1240 LONG BEACH, CA. 90802 MARINE PRESERVATION 8777 NORTH GAINEY CENTER DRIVE SCOTTSDALE, AZ 85258 MARINE PRESERVATION 8777 N GAINEY CTR DR SCOTTSDALE, AZ 85258 MARIO A ELDER 4322 E PATERO WAY LONG BEACH, CA 90815 MARIO HERNANDEZ 3471 OLIVEWOOD RD. SANTA MARIA, CA 93455 MARJORIE A DIXON CHARLES SCHWAB & CO INC CUST ROTH CONVERSION IRA 419 S BREWER ST VINITA OK 74301 MARK A KING 309 ZENON WAY ARROYO GRANDE CA 93420 MARK A PEREZ M.D. INC MEMORIAL MARITIME CLINIC 1350W. 6TH STREET #7 S.P. CA 90732 MARK CAPALONGAN 46009 HOTCHKISS STREET FREEMONT, CA 94539 MARK CAPALONGAN CIO ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MARK D COCHRAN P0 BOX 872329 WASILLA, AK 99687 MARK D COLE & DEBRA K COLE iT TEN 4623 EARL LN SANTA MARIA CA 93455-3920 MARK D. COCHRAN P0 BOX 872329 WASILLA, AK 99687 MARK DARROUGH DIXON & SHERYL A HEITKER JT TEN 3569 BELLINGTON DR ORLANDO FL 32835-2685 MARK F PITTENGER IRA TD AMERITRADE CLEARING CUSTODIAN 108 SOUTHWAY SEVERNA PARK MD 211462725 MARK GREEN P0 BOX 220040 GREAT NECK NY 11022-0040 MARK LAWRENCE DANA 3635 E 5TH ST LONG BEACH CA 90814 MARK R SIGLIN 7751 CHARLOTTE CIRCLE ANCHORAGE, AK 99502 MARK S HARRISON 134 S CRIMEA ST APT B VENTURA CA 93001 MARK YURK 155941 AVE SAN FRANCISCO CA 94122 MARTHA E CASEY UTA CHARLES SCHWAB & CO INC IRA ROLLOVER DTD 04/07/92 7 EAST 14TH ST #1526 NEW YORK NY 10003 MARTY S FUCHS & JOHN DAVID FUCHS IT TEN 231 WASHINGTON ST DUXBURY MA 02332 MARVIN HENRY PIERCE ROLLOVER IRA TI) AMERITRADE CLEARING CUSTODIAN 6900 SUSQUEHANNA RD GAINESVILLE VA 201551655 MARY ANN BANKS 9 HONEY BROOK CIRCLE GAITHERSBURG MD 20878 MARY H. HALE 3596 G 7/10 ROAD PALISADE, CO 81526-8723 MARY H. HALE DECEASED C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MARY JANE ALMANDOZ 42963 CINEMA AVE. LANCASTER CA 93534-6230 MARY JANE ALMANDOZ C/F ADRIANA S DELUNA UTMA/CA 15 CLEMATIS LADERA RANCH CA 92694-0814 MARY JANE ALMANDOZ C/F SIL VIA M SCHALLBERGER UTMA/MO 3541 HOPPER RD CAPE GIRARDEAU MO 63701-3557 MARY JANE ALMANDOZ C/F MATTHEW I DELUNA UTMA/CA 15 CLEMATIS LADERA RANCH CA 92694-0814 MARY K LONG 100 E TOULON DR CHEEKTOWAGA NY 14227-3146 MARY PRYOR THOMAS 10800 HIDEAWAY LAKE DRIVE ANCHORAGE, AK 99516 MARY PRYOR THOMAS C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MARYANN R MCGEE IRA ETRADE CUSTODIAN P.O. BOX 5115 GILLETTE WY 82717-5115 MATRIX P0 BOX 742501 CINCINNATI, OH 45274-2501 MATT DAVID DOUGLASS KRISTA LOSKOTA DOUGLASS JT TE 2901 DUNLEER PL LOS ANGELES CA 90064 MATTHEW BERRY, ESQUIRE OFFICE OF GENERAL COUNSEL FEDERAL COMMUNICATIONS COMMISSION 445 12TH STREET, S.W. WASHINGTON, DC 20554 MATTHEW F HAGEN 7458 NEW RIDGE RD HANOVER MD 21076 MATTHEW S FULLER 817 QUAILRIDGE DR #53 BAKERSFIELD, CA 93309 MAURICE T LEGARE IRA 33596 N 79TH ST SCOTTSDALE AZ 85266 MAVERICK PETROLEUM, INCORPORATED 1401 COMMERCIAL WAY, SUITE 200 BAKERSFIELD, CA 93309 DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 41

MAYER BROWN LLP RE AERA ENERGY LLC STEVEN RICH 350 SOUTH GRAND AVENUE 25TH FLOOR LOS ANGELES, CA 90071-1503 MAZEN KI-1OURY 5049 E. LOMITA AVE ORANGE CA 92869-2029 MCBEE SYSTEMS, INCORPORATED P0 BOX 88042 CHICAGO, IL 60680-1042 MCI P0 BOX 600607 JACKSONVILLE, FL 32260-0607 MCINTOSH & ASSOCIATES 2001 WI-IEELAN COURT BAKERSFIELD, CA 93309 MCJUNKIN RED MAN CORP. P.O. BOX 31001-0340 PASADENA, CA 91110-0340 MCKINELY TOWERS 337 EAST 4TH AVENUE ANCHORAGE, AK 998501 MCKINELY TOWERS 337 EAST 4TH AVENUE ANCHORAGE, AK 98501 MCKINLEY TOWERS 337 EAST 4TH AVENUE ANCHORAGE, AK 98501 MCKINLEY TOWERS 337 E. 4TH AVE. ANCHORAGE, AK 98501 MCKINLEY TOWERS 337 EAST 4TH AVENUE ANCHORAGE, AK 998501 MCMASTER CARR ATIN: L. SCHERCK 9630 NORWALK SANTA FE SPRINGS, CA 90670 MCMASTER CARR SUPPLY A1TN: LINDA SCHERCK 9630 NORWALK BLVD SANTA FE SPRINGS, CA 90630 MCMASTER CARR SUPPLY CO P.O. BOX 7690 CHICAGO, IL 60680-7690 MCMASTER-CARR P.O. BOX 54960 LOS ANGELES, CA 90054-0960 MCMASTER-CARP. SUPPLY CO. P.O. BOX 7690 CHICAGO, IL 60680-7690 M-D ELECTRIC 220 EAST MONTEREY AVENUE POMONA, CA 91767 MEAGAN CUNNINGHAM 2055A POWELL ST SAN FRANCISCO CA 94133 MEASUREMENT STANDARDS DIV 12050 INDUSTRY WAY #0-6 ANCHORAGE, AK 99515 MECHANICAL SEAL REPAIR P0 BOX 2088 SEAL BEACH CA 90740 MEDEMA FAMILY TRUST ATUN: JOHN C. SIEMERS - MAX MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516 MEDEMA FAMILY TRUST C/O SWALLING & ASSOC. C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MEDEMA FAMILY TRUST C/O MAX D. MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516 MEDEMA FAMILY TRUST, C/O SWALLING & ASSOC. D.M. DOWLING & M.D. MEDEMA, COTFEES 3201 C STREET, SUITE 405 ANCHORAGE, AK 99503 MEDEMA FAMILY TRUST, C/O SWALLING & ASSOCIATES D.M. DOWLING & M.D. MEDEMA, COTFEES 3201 C STREET, SUITE 405 ANCHORAGE, AK 99503 MEDEMA PROPERTIES LLC D.M. DOWLING & M.D. MEDEMA, COTFEES 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516 MEDEMA PROPERTIES LLC C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MEDEMA PROPERTIES, LLC AT-IN: JOHN C. SIEMERS - MAX MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516 MEDIA RECOVERY, INC. P0 BOX 678310 DALLAS, TX 75267-8310 MELOS GAS & GEAR 4580 STATE ROAD BAKERSFIELD, CA 93308 MELVIN PHILLIPS 146 PAYSON RD UNION ME 04862 MEMORIAL MARITIME CLINIC ATfN: REBECCA WING 150 SOUTH PICO AVENUE LONG BEACH, CA 90802 MEMORIAL MARITIME CLINIC AITN: MARCELLA PEREZ 150 S. PICO AVE. LONG BEACH, CA 90801 MEMORIAL MARITIME CLINIC 150 SOUTH PICO AVENUE LONG BEACH, CA 90802 MEMORIAL MARITIME CLINIC, INC. 150 SOUTH PICO AVENUE LONG BEACH, CA 90802 MERCEDES-BENZ CREDIT CORPORATION ATTN: DEBORAH A BANFILL C/O SHERMETA, ADAMS & VON ALLMEN, P.C. P.O. BOX 80908 ROCHESTER HILLS, MI 48308-0908 MERCEDES-BENZ FINANCIAL P.O. BOX 9001921 LOUISVILLE, KY 40290-1921 MERLE GENE DIXON CHARLES SCHWAB & CO INC CUST MERLE DIXON PSP PART QRP 419 S BREWER ST VINITA OK 74301 MERLE GENE DIXON & MARJORIE A DIXON JT TEN 4195 BREWER ST VINITA OK 74301 MERRILL COMMUNICATIONS 16531 BOLSA CHICA STREET, SUITE 301 HUNTINGTON BEACH, CA 92649 MERRILL COMMUNICATIONS CM-9638 ST. PAUL, MN 55170-9638 MERYL A SENFT 155 SAGEWOOD DRIVE MALVERN PA 19355-2235 MEYERS, NAVE, RIBACK, SILVER & WILSON RE: ROSECRANS ENERGY, LTD C/O JOHN J. HARRIS - RACHEL M. FEIERTAG 333 SOUTH GRAND AVENUE, SUITE 1670 LOS ANGELES, CA 90071 M-I LLC DBA MI SWACO P.O. BOX 200132 DALLAS, TX 75320-0132 M-I LLC 5950 NORTH COURSE DRIVE HOUSTON, TX 77072 MICHAEL A THOMAS 14315 PIPING ROCK LN HOUSTON TX 77077
DOCS_LA:258715.1 68773-003
Exhibit 2
pg. 42

MICHAEL BAINER 747 BENTLEY RD CAMPBELLSVILLE KY 42718 MICHAEL C ME1XLER & DIANA L MEIXLER rr WROS 5355 BRANDING IRON LOOP PINETOP AZ 85935-8571 MICHAEL EUGENE DIXON ROLLOVER IRA TD AMERITRADE INC CUSTODIAN 1868 SHANNON AVE VENTURA CA 93004-3109 MICHAEL G ABELSON 2808 GEORGIA AVE S ST LOUISE PARK, MN 55426 USA MICHAEL GEROE SWISHER 1800 SKYLINE WAY FULLERTON, CA 92831-1937 MICHAEL J SHON 90 DALE ROAD BRIGHTON NY 14625 MICHAEL J SULLIVAN 1701 NOTTINGHAM DRIVE CASPER, WY 82609 MICHAEL J SULLIVAN C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MICHAEL JAMES BOOTH 2481 FOX AVENUE KINGMAN, AZ 86409 MICHAEL JAMES BOOTH 2181 FOX AV KINGMAN, AZ 86409 MICHAEL JAMES JONES 5926 MYAKKA CT RALEIGH NC 276163265 MICHAEL K BORN & CARRIE B BORN JT TEN 7721 MARVIN RD NE OLYMPIA WA 98506-9583 MICHAEL L ANDERSON 1205 S. DATE AVE ALHAMBRA CA 91803-1905 MICHAEL L ELLINGTON 10080 E ORTNER LOOP PALMER, AK 99645 MICHAEL MARTINEZ 2623 RUBEL WAY SANTA MARIA, CA 93455-7458 MICHAEL MARTINEZ 2623 RUBEL WAY SANTA MARIA CA 93458 MICHAEL R MURRAY P0 BOX 531 KASILOF, AK 99610 MICHELLE DYSON MARLER 2633 E SPRING HILL CT 000DDARD, KS 67052-8594 MICHELLE DYSON MARLER CIO ROYALTY DISTRIBUTORS,JNC. (AS AGENT) P0 BOX 24116 TEMPE,AZ 85285 MICKEY M WIESINGER P0 BOX 10763 BAKERSFIELD, CA 93389-0763 MICROSOFT CORPORATION ONE MICROSOFT WAY REDMOND, WA 98052-6399 MIGUEL MARZAL 3206 MARRISSEY LN SACRAMENTO, CA 95834-2579 MIKE L MCHARGUE 2917 VISTA DR MANHATTAN BEACH CA 90266-2069 MIKE L MCHARGUE ROTH IRA E*TRADE CUSTODIAN 2917 VISTA DR MANHATTAN BEACH CA 90266-2069 MIKE WAYNE HERNDON 2112W 42ND ST CASPER WY 82604 MILDRED VOSHEL 15674 STUART CIRCLE PORT CHARLOTTE, FL 33981 MILDRED VOSHEL C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) PO BOX 24II6 TEMPE, AZ 85285 MILLERS WELDING SERVICE P0 BOX 128 MCKITTRICK, CA 93251 MILLSTREAM ENERGY, LLC 3418 CLEARWATER COURT SUGAR LAND, TX 77478 MILLSTREAM ENERGY, LLC 4918 MENLO PARK DRIVE SUGAR LAND, TX 77479 MILSTREAM ENERGY 4918 MENLO PARK DRIVE SUGAR LAND, TX. 77479 MINERALS MANAGEMENT SERVICE ATTN: ELVERLENE WILLIAMS 770 PASEO CAMARILLO CAMARILLO, CA 93010 MINERALS MANAGEMENT SERVICE (MMS) UNITED STATES DEPARTMENT OF THE INTERIOR ATFN: ELLEN ARONSON PACIFIC OCS REGION 770 PASEO CAMARILLO CAMARILLO, CA 93010 MINERALS MANAGEMENT SERVICE (MMS) ALASKA OCS REGION 3801 CENTERPOINT DRIVE, STE. 500 ANCHORAGE, AK 99503 MINERALS MANAGEMENT SERVICE (MMS) PACIFIC OCS REGION 770 PASEO CAMARILLO, CAMARJLLO,CA 93010 MINERALS REVENUE MANAGEMENT P0 BOX 5810 DENVER, CO 80217-5810 MINERALS REVENUE P.O. BOX 5810 DENVER, CO. 80217-5812 MINERALS REVENUE MANAGEMENT P0 BOX 5810 DENVER, CO 80217-5810 MIRJAM A HOLMAN 1753 REGAL COURT, #B LOUISVILLE, CO 80027 MIRJAM A HOLMAN C/0 ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MISS ODETFE ROMEO AUN: COMPLIANCE DEPT C/O: PAUL JELEC MITCHELL AVER THOMPSON & KNIGHT LLP RE: NOBLE ENERGY, INC. 333 CLAY ST., SUITE 3300 HOUSTON, TX 77002 MLFP&S HOLD SFK CAD 101 HUDSON JERSEY CITY, NJ, 07302-3997 MLQ, L.L.C. ATFN: ALBERT DOMBROWSKI 85 BROAD ST. NEW YORK, NY 10004 MLQ, LLC C/O GOLDMAN SACHS & COMPANY 85 BROAD STREET NEW YORK, NY 10004 MMI SERVICES 6400 PRICE WAY BAKERSFIELD, CA 93308-5119 MMS PACIFIC OCS REGION 770 PASO CAMARILLO CAMARILLO, CA 93010 MMS PACIFIC OCS REGION 770 PASEO CAMARILLO CAMARILLO, CA 93010 MOBIL OIL CORPORATION P.O. BOX 2080 DALLAS, TX 75221-2080
DOCS_LA:258715.I 68773-003
Exhibit 2 - pg. 43

MOBILE EXPLOR & PRODUCING & NORTH AMERICAN INC. P0 BOX 951027 DALLAS, TX 75395-1027 MOBILE EXPLOR & PRODUCING CIO ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 MOELLER CONSULTING, INCORPORATED 2200 COMMERCE STREET #1 ROCK SPRINGS, WY 82902 MOHR ENGINEERINGRUPE PROJECT 13602 WESTLAND EAST BOULEVARD HOUSTON, TX 77041 MONACHE MEADOWS LLC 2235 HIGHWAY 46 #107 WASCO, CA 93280 MOPAC P0 BOX 1326 VENTURA, CA 93002 MOPAC CORPORATION 5859 CHRISTIE AVENUE EMERY VILLE, CA 94608 MORRIS H WHEELER 2004 AMENDED MORRIS H WHEELER TFEE 23400 COMMERCE PARK BEACHWOOD OH 44122-5813 MORRIS JAMES LLP RE:COOK INLET PINE LINE COMPANY C/0 STEPHEN M. MILLER! BRETT D. FALLON/ DOUGLAS N. CANDEUB 500 DELAWARE AVENUE, SUITE 1500 P.O. BOX 2306 WILMINGTON, DE 19899-236 MORRIS NICHOLS ARSHT & TUNNELL LLP RE FOREST OIL CORPORATION ROBERT DEHNEY/CURTIS MILLER 1201 N MARKET ST., P0 BOX 1347 WILMINGTON, DE 19899-1347 MR DEREK MCFARLANE 3828 S SEQUOIA AVE BROKEN ARROW OK, 74011 MR JOHN MEGLEN 4257 VALLEY MEADOW ROAD ENCINO CA, 91436 MR NEIL J PRINCIPE CGM IRA CUSTODIAN 5 ISLA BAHIA TERRACE FORT LAUDERDALE FL 33316-2309 MR. DENNIS A. FULGENZI 954 DURUM COURT WINDSOR CO 80550 MRS ALDONA M PRINCIPE CGM IRA CUSTODIAN 5 ISLA BAHIA TERRACE FORT LAUDERDALE FL 33316-2309 MTA COMMUNICATIONS INC. ATrN: MELANIE NIXON 1740 S. CHUGACH STREET PALMER, AK 99645 MTA COMMUNICATIONS INC. 1740S. CHUGACH STREET PALMER, AK 99645 MTA COMMUNICATIONS INCORPORATED 1740 SOUTH CHUGACH STREET PALMER, AK 99645 MTGLQ INVESTOR, L.P. ATFN: ALBERT DOMBROWSKI 85 BROAD ST. NEW YORK, NY 10004 MTGLQ INVESTORS LP GOLDMAN SACHES 85 BROAD STREET NEW YORK, NY 10004 MTGLQ INVESTORS, L.P. 85 BROAD STREET NEW YORK, NY 10004 MTGLQ INVESTORS, L.P. C/O GOLDMAN SACHS E&P CAPITAL ATFN: MATTHEW C. TARVER 6011 CONNECTION DRIVE IRVING, TX 75039 MUNGER OIL INFORMATION HC BOX 1205 JOSHUA TREE, CA 92252 MUNGER OIL INFORMATION SERVICE INC. HCI BOX 1205 JOSHUA TREE, CA 92252 MUNICIPAL LIGHT AND POWER P0 BOX 196094 ANCHORAGE, AK 995 19-6094 NABIL A PHILLIPS & PAULETTE A. PHILLIPS JT TEN 17952 ABERDEEN LN VILLA PARK CA 92861 NABORS WELL SERVICES CO. P0 BOX 973510 DALLAS, TX 75397-3510 NANCY LEA GRAY 16321 HOLLYWOOD LN HUNTINGTON BEACH CA 926492634 NAPIER MITCHELL 4055 WHISTLER DRIVE DOUGLASVILLE GA 30135 NATIONAL - OILWELL P0 BOX 843200 DALLAS, TX 75284 NATIONAL LABOR RELATIONS BOARD 1007W 3RD AVE #206 ANCHORAGE, AK 99501 NATIONAL OIL WELL 10330 OLD SEWARD HIGHWAY ANCHORAGE, AK 99515 NATIONAL OILWELL P0 BOX 200838 DALLAS, TX 75320-0838 NATIONAL REGISTERED AGENT P0 BOX 927 WEST WINDSOR, NJ 08550-0927 NATIONAL TANK COMPANY P.O. BOX 200203 HOUSTON, TX 77216-0203 NATIONAL UNION FIRE INSURANCE CO OF PITTSBURGH PA (SEE NOTES) COMMERICAL INSURANCE BANKRUPTCY COLLECTIONS MICHELLE A. LEVITT 175 WATERSTREET,18TH FLOOR NEW YORK, NY 10038 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH PA. (SEE NOTES) COMMERICAL INSURANCE BANKRUPTCY COLLECTIONS MICHELLE A. LEVITY 175 WATER STREET, 18TH FLOOR NEW YORK, NY 10038 NEIL V CRAIGMILE & JEAN A CRAIGMILE JTWROS 9063 GARDEN RIDGE DR. GARDEN RIDGE TX 78266-2332 NEPTUNE ELECTRONICS, INCORPORATED 925 NORTH PACIFIC AVENUE SAN PEDRO, CA 90731 NETHERLAND, SEWELL & ASSOCIATES 4500 THANKSGIVING TOWER 1601 ELM STREET DALLAS, TX 75201 NETHERLAND, SEWELL & ASSOCIATES, INC. 4500 THANKSGIVING TOWER 1601 ELM STREET DALLAS, TX 75201 NEW MILLENNIAL, LLC CONRAD A PROCTOR, MANAGER 3543 RIVERSIDE DRIVE AUBURN HILLS, MI 48326-4309 NEW MILLENNIAL, LLC C/O ROYALTY DISTRIBUTORS,INC. (AS AGENT) P0 BOX 24116 TEMPE, AZ 85285 NEW MILLENNIAL, LLC OR PROCTORFARM, LLC CONRAD A PROCTOR, MANAGER 3543 RIVERSIDE DRIVE AUBURN HILLS, MI 48326-4309 NFS/FMTC IRA FBO MICHAEL J HICKEY 261 RIDGE RD OCONTO FALLS WI 54154 NFS/FMTC ROLLOVER IRA FBO JOE RIOS 1145 KNOLL DR MONTEREY PARK CA 91754
DOCS_LA:258715.I 68773-003
Exhibit 2
pg. 44

10000017144

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ll4 THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD.

, et al., Liquidating Debtors. )

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

As noted above pre-petition, PEAH owned 50% (20,000 shares) of the

The State of Alaska asserted claims against PEAO for remediation

CIPL received, among other things, a Class 5 General Unsecured

Silver Point, as Administrative Agent, agreed to release its liens on

copy of the PEAH Agreement is attached as Exhibit B.

Class 4 (General Unsecured Claims against PERL). Before the

Liquidating Debtors to this or any other Court.

A copy of the proposed order is attached as Exhibit D.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

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

HrLconP ALASKA, LLC

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

By: Name: Gerald A. Tywoniuk Title: Authorized Representative Date:

By: Name: Ge d A. Twoniuk Title: Authorized Representative Date: i ?7-~~ ,

*4: 111 3 illff-1111112111sA *N N W fiel me] 1

T. 8 N., R. 13W., SEWARD MERIDIAN, ALASKA

QLS NO. 816472

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

EFFECTIVE DATE 3/1/1962

TOTAL ACRES 4,956.00

ANCHORAGE BK3441 PG 719

1.9 N., R. 13W., SEWARD MERIDIAN, ALASKA

PERTAINS TO LAND BELOW GRAYLING GAS SANDS.

RECORDING DISTRICT BK/PG

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK3441 PG 806

TRADING BAY UNIT, TRACT

T. 8 N., R. 14W., SEWARD MERIDIAN, ALASKA

As TO A 46.80000% WORKING INTEREST IN 640.00

1: E1/2, 320.00 ACRES; 12: E1/2, 320.00 ACRES;

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 582

T. 8 N., R. 13W., SEWARD MERIDIAN, ALASKA AS TO A 46.80% WORKING INTEREST IN 462.50

3 19: N1/2, SEI14, 462.50 ACRES;

RECORDING DISTRICT BK/PG

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 439

RECORDING DISTRICT BK/PG

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 685

TRADING BAY UNIT, TRACT 11

T. 9 N., R. 13W., SEWARD MERIDIAN, ALASKA

PERTAINS TO LAND BELOW GRAYLING GAS SANDS.

10,600 FEET, BELOW THE

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 505

SECTION 8: S1/2SE114, NEI/4SE114, 120 ACRES;

STATE OF ALASKA, DNR, DIVISION OF OIL AND GAS

ANCHORAGE BK 3441 PG 384

TRADING BAY UNIT, TRACT 13

T. 9 N., R. 14W., SEWARD MERIDIAN, ALASKA

RECORDING DISTRICT BK/PG

ANCHORAGE 6 3441 PG 652

RECORDING DISTRICT BK/PG

ACRES MORE OR LESS, AND DESCRIBED AS FOLLOWS: SEGMENT B

STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER

STATE OF ALASKA, DNR, DIVISION OF LAND, MINING & WATER

SALAMATOF NATIVE ASSOCIATION

RECORDING DISTRICT BK! PG

4: 111 3 illff-1111112111sA N N W fiel me] 1