DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

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EXHIBIT 10.71

DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT,

FINANCING STATEMENT AND FIXTURE FILING

THIS DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT, FINANCING STATEMENT AND

FIXTURE FILING (this "Deed of Trust"), dated as of August 24, 2007, given by

PACIFIC ENERGY ALASKA OPERATING LLC ("Trustor"), a Delaware limited

liability company the address of which for purposes of this Deed of Trust

is set forth at the end of this Deed of Trust immediately prior to Exhibit

A, (formerly known as FOREST ALASKA OPERATING, LLC, a Delaware limited

liability company),

to

FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee ("Trustee"), the address

of which is set forth at the end of this Deed of Trust immediately prior to

Exhibit A,

and

SILVER POINT FINANCE, LLC ("Silver Point"), the address of which is set

forth at the end of this Deed of Trust immediately prior to Exhibit A, as

agent ("Agent") for the Lenders (hereinafter defined) and the Secured

Parties (hereinafter defined),

WITNESSETH:

WHEREAS, pursuant to that certain Second Lien Credit Agreement, dated as of

August 24, 2007 (herein, as the same may be amended, modified or supplemented

from time to time, called the "Credit Agreement"), among Trustor, Pacific Energy

Alaska Holdings LLC("Holdings"), the various financial institutions

(individually a "Lender" and collectively the "Lenders") as are, or may from

time to time become, parties thereto, the various financial institutions as are,

or may from time to time become, Agents under the Credit Agreement and the

Agent, the Lenders have extended Commitments to make Loans to Trustor in a

maximum aggregate principal amount of up to $317,000,000 which Commitments are

currently scheduled to terminate no later than February 24, 2012.

WHEREAS, it is a condition precedent to the making of the Loans under the Credit

Agreement that Trustor is required to execute and deliver this Deed of Trust.

WHEREAS, Trustor has duly authorized the execution, delivery and performance of

this Deed of Trust.

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WHEREAS, capitalized terms not otherwise defined herein shall have the meanings

attributed them in the Credit Agreement.

WHEREAS, without limiting the generality of the foregoing, for all purposes of

this Deed of Trust, unless the context otherwise requires:

"Agent" shall mean Silver Point, in its capacity under the Credit Agreement

as Administrative and Collateral Agent.

"Commitment" shall mean, with respect to each Lender, the commitment of

such Lender to make Loans as set forth on Schedule 2.01 of the Credit

Agreement or in the Assignment and Acceptance pursuant to which such Lender

assumed its Commitment, as applicable, as the same may be reduced or

increased from time to time pursuant to assignments by or to such Lender

pursuant to Section 9.04 of the Credit Agreement.

"Contracts" shall mean all contracts, agreements, operating agreements,

farm-out or farm-in agreements, sharing agreements, mineral purchase

agreements, contracts for the purchase, exchange, transportation,

processing or sale of Hydrocarbons, rights-of-way, easements, surface

leases, equipment leases, permits, franchises, licenses, pooling or

unitization agreements, and unit or pooling designations and orders now or

hereafter affecting any of the Oil and Gas Properties, Operating Equipment,

Fixture Operating Equipment or Hydrocarbons now or hereafter covered

hereby, or which are useful or appropriate in drilling for, producing,

treating, handling, storing, transporting or marketing oil, gas or other

minerals produced from any of the Oil and Gas Properties, and all as such

contracts and agreements as they may be amended, supplemented or otherwise

modified from time to time.

"Default" shall mean any event or condition which upon notice, lapse of

time or both would constitute an Event of Default.

"Environmental Laws" shall mean all former, current and future Federal,

state, local and foreign laws (including common law), treaties,

regulations, rules, ordinances, codes, decrees, judgments, directives,

orders (including consent orders), and agreements in each case, relating to

protection of the environment, natural resources, human health and safety

or the presence, Release of, or exposure to, Hazardous Materials, or the

generation, manufacture, processing, distribution, use, treatment, storage,

transport, recycling or handling of, or the arrangement for such activities

with respect to, Hazardous Materials.

"Event of Default" shall have the meaning assigned to such term in Article

VII of the Credit Agreement.

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"Fixture Operating Equipment" shall mean any of the items described in the

first sentence of the definition of "Operating Equipment" which as a result

of being incorporated into realty or structures or improvements located

therein or thereon, with the intent that they remain there permanently,

constitute fixtures under the laws of the state in which such equipment is

located.

"Hazardous Materials" shall mean (a) petroleum and any petroleum products

or Hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam

insulation, polychlorinated biphenyls, chlorofluorocarbons and all other

ozone-depleting substances and (b) any chemical, material, substance or

waste that is prohibited, limited or regulated by or pursuant to any

Environmental Law.

"Hedging Agreement" means any interest rate protection agreement, foreign

currency exchange agreement, commodity price protection agreement or other

interest or currency exchange rate or commodity price hedging arrangement.

The "principal amount" of the obligations of any person in respect of any

Hedging Agreement at any time shall be the maximum aggregate amount (after

giving effect to any netting agreements) that such person would be required

to pay if such Hedging Agreement were terminated at such time.

"Hedging Obligations" means the due and punctual payment and performance of

all obligations of each Loan Party under each Hedging Agreement (a) that is

in effect on the Closing Date and set forth in Schedule 1.01(a) to the

Credit Agreement, (b) that is in effect on the Closing Date with a

counterparty that is (i) the Agent or Syndication Agent, (ii) a Lender as

of the Closing Date or (iii) an Affiliate of the Agent or Syndication Agent

or any such Lender or (c) that is entered into after the Closing Date with

a counterparty that is (i) the Agent or Syndication Agent, (ii) a Lender as

of the date on which the Hedging Agreement is entered into or (iii) an

Affiliate of the Agent or Syndication Agent or any such Lender.

"Hydrocarbon Interests" shall mean all rights, titles, interests and

estates now owned or hereafter acquired in and to oil and gas leases,

leasehold interests and licenses, oil, gas and mineral leases or other

liquid or gaseous hydrocarbon licenses, leases, fee mineral interests, term

mineral interests, subleases, mineral servitudes, farm-outs, royalties,

overriding royalty and royalty interests, non-consent interests arising out

of or pursuant to Contracts, net profit interests, net revenue and profit

interests, oil payments, production payments, production payment interests

and similar interests and estates, including all reserved or residual

interests of whatever nature and all reversionary or carried interests

relating to any of the foregoing. Unless otherwise indicated herein, each

reference to the term "Hydrocarbon Interests" shall mean Hydrocarbon

Interests of Trustor.

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"Hydrocarbons" shall mean oil, gas, casinghead gas, drip gasoline, natural

gasoline, condensate, distillate, liquid hydrocarbons, gaseous

hydrocarbons, kerosene, liquefied petroleum gas, refined lubricating oils,

diesel fuel and all products refined, separated, settled or dehydrated

therefrom.

"Intercreditor Agreement" shall mean the Intercreditor Agreement, dated as

of August 24, 2007, among the Silver Point, the First Lien Agent, Holdings

and the Trustor.

"lands described in Exhibit A" shall include any lands which are either

described in Exhibit A or the description of which is incorporated in

Exhibit A by reference to another instrument or document, and shall also

include any lands now or hereafter unitized or pooled with lands which are

either described in Exhibit A or the description of which is incorporated

in Exhibit A by reference.

"Lenders" shall mean the persons listed on Schedule 2.01 to the Credit

Agreement and any other person that has become a party to the Credit

Agreement pursuant to an Assignment and Acceptance, other than any such

person that ceases to be a party to the Credit Agreement pursuant to an

Assignment and Acceptance.

"Lien" shall mean, with respect to any asset, (a) any mortgage, deed of

trust, lien, pledge, encumbrance, charge or security interest in or on such

asset, (b) the interest of a vendor or a lessor under any conditional sale

agreement, capital lease or title retention agreement (or any financing

lease having substantially the same economic effect as any of the

foregoing) relating to such asset and (c) in the case of securities, any

purchase option, call or similar right of a third party with respect to

such securities.

"Loan Documents" shall mean the Credit Agreement, the Security Documents

and the promissory notes, if any, executed and delivered pursuant to

Section 2.03(e) of the Credit Agreement.

"Loans" shall mean the term loans made by the Lenders to Trustor pursuant

to Section 2.01 of the Credit Agreement.

"Material Adverse Effect" shall mean (a) a materially adverse effect on the

business, assets, liabilities, operations, condition (financial or

otherwise) or operating results of Holdings and its subsidiaries, taken as

a whole, (b) a material impairment of the ability of Trustor or any other

Loan Party to perform any of its obligations under any Loan Document to

which it is or will be a party or (c) a material impairment of the rights

and remedies of or benefits available to the Lenders under any Loan

Document.

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"Mortgaged Properties" shall mean the properties, rights and interests

hereinafter described and defined as the Mortgaged Properties on the

attached Exhibit A.

"Obligations" means (a) the due and punctual payment by Trustor of (i) the

principal of, premium (if any) and interest (including interest accruing

during the pendency of any bankruptcy, insolvency, receivership or other

similar proceeding, regardless of whether allowed or allowable in such

proceeding) on the Loans, when and as due, whether at maturity, by

acceleration, upon one or more dates set for prepayment or otherwise and

(ii) all other monetary obligations of Trustor to any of the Secured

Parties under the Credit Agreement and each of the other Loan Documents,

including obligations to pay fees, expense reimbursement obligations and

indemnification obligations, whether primary, secondary, direct,

contingent, fixed or otherwise (including monetary obligations incurred

during the pendency of any bankruptcy, insolvency, receivership or other

similar proceeding, regardless of whether allowed or allowable in such

proceeding), (b) the due and punctual performance of all other obligations

of Trustor under or pursuant to the Credit Agreement and each of the other

Loan Documents to which it is a party and (c) the due and punctual payment

and performance of all the obligations of each other Loan Party under or

pursuant to the Security Documents and each of the other Loan Documents to

which they are a party.

"Oil and Gas Properties" shall mean (a) Hydrocarbon Interests, (b)

properties and assets now or hereafter pooled or unitized with Hydrocarbon

Interests, (c) all currently existing or future unitization, pooling

agreements and declarations of pooled units and the units created thereby

(including all units created under orders, regulations and rules of any

Governmental Authority) which may affect all or any portion of the

Hydrocarbon Interests, (d) all operating agreements, contracts and other

Contracts, including production sharing contracts and agreements, which

relate to any of the Hydrocarbon Interests or the production, sale,

purchase, exchange or processing of Hydrocarbons from or attributable to

such Hydrocarbon Interests, (e) all Hydrocarbons in and under and which may

be produced and saved or attributable to the Hydrocarbon Interests,

including all oil in tanks, and all rents, issues, profits, proceeds,

products, revenues and other incomes from or attributable to the

Hydrocarbon Interests, (f) all tenements, hereditaments, appurtenances and

properties and assets in any manner appertaining, belonging, affixed or

incidental to the Hydrocarbon Interests and (g) all properties and assets,

rights, titles, interests and estates described or referred to above,

including any and all properties and assets, real or personal, now owned or

hereinafter acquired and situated upon, used, held for use or useful in

connection with the operating, working or development of any of such

Hydrocarbon Interests or properties and assets (excluding drilling rigs,

automotive equipment, rental equipment or other personal property or assets

which may be on such premises for the purpose of drilling a well or for

other similar temporary

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uses) and including any and all oil wells, gas wells, injection wells or

other wells, buildings, structures, fuel separators, liquid extraction

plants, plant compressors, pumps, pumping units, field gathering systems,

tanks and tank batteries, fixtures, valves, fittings, machinery and parts,

engines, boilers, meters, apparatus, equipment, appliances, tools,

implements, cables, wires, towers, casing, tubing and rods, surface leases,

rights-of-way, easements and servitudes together with all additions,

substitutions, replacements, accessions and attachments to any and all of

the foregoing. Unless otherwise indicated herein, each reference to the

term "Oil and Gas Properties" shall mean Oil and Gas Properties of Trustor.

"Operating Equipment" means all surface or subsurface machinery, equipment,

facilities, supplies or other properties and assets of whatsoever kind or

nature now or hereafter located on any of the properties or assets affected

by the Oil and Gas Properties which are useful for the production,

treatment, storage or transportation of Hydrocarbons, including all oil

wells, gas wells, water wells, injection wells, casing, tubing, rods,

pumping units and engines, christmas trees, derricks, separators, gun

barrels, flow lines, pipelines, tanks, gas systems (for gathering, treating

and compression), water systems (for treating, disposal and injection),

supplies, derricks, wells, power plants, poles, cables, wires, meters,

processing plants, compressors, dehydration units, lines, transformers,

starters and controllers, machine shops, tools, storage yards and equipment

stored therein, buildings and camps, telegraph, telephone and other

communication systems, roads, loading racks, shipping facilities and all

additions, substitutes and replacements for, and accessories and

attachments to, any of the foregoing. "Operating Equipment" shall not

include any items incorporated into realty or structures or improvements

located therein or thereon in such a manner that they no longer remain

persona] property under the laws of the State in which such equipment is

located.

"ORRI" shall mean the overriding royalty interest carved out of each Oil

and Gas Property as defined in and pursuant to the terms of the Conveyance

Of Overriding Royalty Interest filed and recorded either before or after

this Deed of Trust.

"Real Property" shall mean, collectively, all right, title and interest of

Trustor in and to any and all parcels of real property owned, leased or

operated by Trustor together with all improvements and appurtenant

fixtures, equipment, personal property, easements and other property and

rights incidental to the ownership, lease or operation thereof, including

all Oil and Gas Properties that constitute real property.

"Release" shall mean any release, spill, emission, leaking, dumping,

injection, pouring, deposit, disposal, discharge, dispersal, leaching or

migration into or through the environment or within or upon any building,

structure, facility or fixture.

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"Secured Obligations" shall have the meaning set forth in Section 1.2

hereof.

"Secured Parties" shall mean (a) the Lenders, (b) the Agent, (c) the

beneficiaries of each indemnification obligation undertaken by any Loan

Party under any Loan Document and (d) the successors and permitted assigns

of each of the foregoing.

"Uniform Commercial Code" shall mean the Uniform Commercial Code as in

effect from time to time in the States of New York, Delaware, and Alaska

(insofar as the same may be applicable) and the terms "Accounts", "Account

Debtor", "As-Extracted Collateral", "Chattel Paper", "Contract Rights",

"Deposit Accounts", "Documents", "General Intangibles", "Goods",

"Equipment", "Fixtures", "Inventory", "Instruments", and "Proceeds" shall

have the respective meanings assigned to such terms in the Uniform

Commercial Code.

NOW, THEREFORE, Trustor, for and in consideration of the premises and of the

debts and trusts hereinafter mentioned, does hereby GRANT, BARGAIN, SELL,

WARRANT, MORTGAGE, ASSIGN, PLEDGE AND HYPOTHECATE, TRANSFER AND CONVEY unto the

Trustee, in trust, with a POWER OF SALE, for the use and benefit of the Agent,

for itself and as agent for the Secured Parties, all Trustor's right, title, and

interest, whether now owned or hereafter acquired, in and to all of the

hereinafter described properties, rights, and interests that are located in (or

cover properties located in) the State of Alaska or which are located within (or

cover properties located within) the offshore area over which the United States

of America asserts jurisdiction and to which the laws of Alaska are applicable

with respect to this Deed of Trust and/or the liens or security interests

created hereby (the "Deed of Trust Mortgaged Properties"); and, insofar as such

properties, rights and interests consist of As-Extracted Collateral, Equipment,

General Intangibles, Accounts, Contract Rights, Inventory, Fixtures, Proceeds of

collateral or any other personal property of a kind or character defined in or

subject to the applicable provisions of the Uniform Commercial Code (as in

effect from time to time in the appropriate jurisdiction with respect to each of

said properties, rights and interests) (the "Other Mortgaged Properties"),

Trustor hereby grants to the Agent, for itself and as agent for the Secured

Parties, a security interest therein to the full extent of Trustor's legal and

beneficial interest therein, now owned or hereafter acquired, namely:

(a) the lands described in Exhibit A, the Oil and Gas Properties, and the

fee, mineral, leasehold, royalty, overriding royalty, easement,

right-of-way, and other interests which are described or referred to

in Exhibit A,

(b) the presently existing and hereafter arising unitization, unit

operating, communitization and pooling agreements and the properties

covered and the units created thereby (including, without limitation,

all units formed under orders, regulations, rules, approvals,

decisions or other official acts of any federal, state or other

governmental agency having jurisdiction)

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which are specifically described in Exhibit A or which relate to any

of the properties and interests specifically described in Exhibit A,

(c) the Hydrocarbons which are in, under, upon, produced or to be produced

from or which are attributed or allocated to the lands described in

Exhibit A,

(d) the Contracts,

(e) the Fixture Operating Equipment and the Operating Equipment,

(f) without duplication of any other provision of this granting clause,

Equipment, Fixtures and other Goods necessary or used in connection

with, and As-Extracted Collateral, Fixtures, Inventory, Accounts,

General Intangibles, Contract Rights, Chattel Paper, Deposit Accounts,

Documents, Instruments and Proceeds arising from, or relating to, the

properties and other interests described in Exhibit A, and

(g) any and all liens and security interests in Hydrocarbons securing the

payment of proceeds from the sale of Hydrocarbons, including but not

limited to those liens and security interests provided for in AS

45.29.319;

together with any and all corrections or amendments to, or renewals,

extensions or ratifications of, or replacements or substitutions for, any

of the same, or any instrument relating thereto, and, to the extent

permitted by the terms of any instrument creating the same, all contracts,

options, nominee agreements, unitization or pooling agreements, operating

agreements and unit operating agreements, processing agreements, farm-in

agreements, farmout agreements, joint venture agreements, partnership

agreements (including mining partnerships), exploration agreements, bottom

hole agreements, dry hole agreements, support agreements, acreage

contribution agreements, surface use and surface damage agreements, net

profits agreements, production payment agreements, Hedging Agreements,

insurance policies, title materials and information, files, records,

writings, data bases, information, systems, logs, well cores, fluid

samples, production data and reports, well testing data and reports, maps,

seismic and geophysical, geological and chemical data and information,

interpretative and analytical reports of any kind or nature (including,

without limitation, reserve studies and reserve evaluations), computer

hardware and software and all documentation therefor or relating thereto

(including, without limitation, all licenses relating to or covering such

computer hardware, software and/or documentation), trade secrets,

trademarks, service marks and business names and the goodwill of the

business relating thereto, copyrights, copyright registrations, unpatented

inventions, patent applications and patents, rights-of-way, franchises,

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bonds, easements, surface leases, permits, licenses, tenements,

hereditaments, appurtenances, concessions, occupancy agreements,

privileges, development rights, condemnation awards, claims against third

parties, royalties, issues, profits, products and proceeds, whether now or

hereafter existing or arising, used or useful in connection with, covering,

relating to, or arising from or in connection with, any of the aforesaid

items (a) through (g), inclusive, in this granting clause mentioned, and

all other things of value and incident thereto (including, without

limitation, any and all liens, lien rights, security interests and other

properties, rights and interests) which Trustor might at any time have or

be entitled to,

all the aforesaid properties, rights and interests, together with any additions

thereto which may be subjected to the lien and security interest of this Deed of

Trust by means of supplements hereto, being hereinafter called the "Mortgaged

Properties".

Subject, however, to (i) the restrictions, exceptions, reservations, conditions,

limitations, interests and other matters, if any, set forth or referred to in

the specific descriptions of such properties and interests in Exhibit A

(including all presently existing royalties, overriding royalties, payments out

of production and other burdens which are referred to in Exhibit A), (ii) the

assignment of production contained in Article III hereof, but only insofar and

so long as said assignment of production is not inoperative under the provisions

of Section 3.7 hereof, and (iii) the condition that none of the Trustee, the

Agent, or any of the other Secured Parties shall be liable in any respect for

the performance of any covenant or obligation (including without limitation

measures required to comply with Environmental Laws) of Trustor in respect of

the Mortgaged Properties.

TO HAVE AND TO HOLD (a) the Deed of Trust Mortgaged Properties unto the Trustee

for the benefit of the Agent, for itself and as agent for the Secured Parties,

and (b) the Other Mortgaged Properties unto the Agent, for itself and as agent

for the Secured Parties, forever to secure the payment of the Secured

Obligations and to secure the performance of the obligations of Trustor herein

contained. The Mortgaged Properties are to remain so specially mortgaged,

affected and hypothecated unto and in favor of the Agent to secure payment of

the Secured Obligations (including the performance of the obligations of Trustor

herein contained) until full and final payment or discharge of the Secured

Obligations.

Trustor, in consideration of the premises and to induce the Lenders to make the

Loans to Trustor, hereby covenants and agrees with Trustee and the Agent, for

itself and for the Secured Parties, as follows:

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ARTICLE 1

Secured Obligations

1.1 Obligations Secured. The following items of indebtedness are secured hereby:

A. All Obligations (including all future advances, if any, to be made

under the Credit Agreement by the Lenders), and all other obligations

and liabilities of Trustor and the other Loan Parties under the Credit

Agreement and the other Loan Documents;

B. Any sums advanced or expenses or costs incurred by the Trustee, the

Agent or any of the Secured Parties (or any receiver appointed

hereunder) which are made or incurred pursuant to, or permitted by,

the terms hereof, plus interest thereon at the rate herein specified

or otherwise agreed upon, from the date of the advances or the

incurring of such expenses or costs until reimbursed;

C. Any and all other indebtedness of Trustor to any Lender or any

Affiliate of such Lender now or hereafter owing whether direct or

indirect, primary or secondary, fixed or absolute or contingent, joint

or several, regardless of how evidenced or arising including, without

limitation, all Hedging Obligations arising under Hedging Agreements;

and

D. Any extensions, refinancings, modifications or renewals of all such

indebtedness described in subparagraphs (A) through (C) above, whether

or not Trustor executes any extension agreement or renewal instrument.

1.2 Secured Obligations Defined. All the above obligations are hereinafter

collectively referred to as the "Secured Obligations".

1.3 Limit on Principal Amount of Secured Obligations Secured. Notwithstanding

any provision of this Deed of Trust to the contrary, but subject to the

Intercreditor Agreement, the maximum principal amount of the Secured Obligations

secured hereby (including without limitation as a mortgage and as a collateral

assignment) shall not exceed $600,000,000 (including without limitation any

expenses, advances or costs incurred by Lenders). The maturity of the Secured

Obligations at the time of execution of this Deed of Trust is no later than

February 24, 2012.

1.4 Subordination of Deed of Trust. The lien of this Deed of Trust shall be

subordinate to any sale, conveyance, assignment, mortgage, or other disposition

of an ORRI. The Deed of Trust and the indebtedness secured by the Deed of Trust

is and shall be subordinated in all respects to any ORRI granted to , and it is

agreed that the ORRI shall be and remain, at all times, prior and superior to

the lien of this Deed of Trust.

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ARTICLE II

Particular Covenants and Warranties of Trustor

2.1