Exhibit 10.2
AMENDMENT NO.
1
TO ASSET SALES AGREEMENT
This Amendment No. 1 is made and entered
into on July 31, 2007, to be effective as of January 1,
2007 between Pacific Energy Resources Ltd. (“Pacific”)
and Forest Oil Corporation (“Forest”).
RECITALS
WHEREAS, Pacific and
Forest are parties to that certain Asset Sales Agreement dated
May 24, 2007, but effective as of January 1, 2007 (the
“Agreement”);
WHEREAS, among other
things, certain inaccuracies and omissions have been discovered in
the Agreement, which Pacific and Forest desire to correct, as
provided herein; and
WHEREAS, Pacific and
Forest wish to proceed directly to Closing under the
Agreement;
NOW, THEREFORE, in
consideration of the benefits hereunder for each party, Pacific and
Forest hereby amend the Agreement as follows:
1.
For purposes of this Amendment No. 1, unless otherwise set forth
herein, capitalized terms or matters of construction deemed or
established in the Agreement shall be applied herein as defined or
established therein.
2.
Exhibit A-1 of the Agreement is hereby deleted in its entirety and
replaced with the Corrected Exhibit A-1 attached to this Amendment
No. 1 and made a part hereof.
3.
Exhibit C of the Agreement is hereby deleted in its entirety and
replaced with the Corrected Exhibit C attached to this Amendment
No. 1 and made a part hereof.
4.
The transfer to Pacific of Forest’s shares in CIPL and the
transfer to Forest of the Stock Consideration by Pacific shall be
handled pursuant to that certain Letter Agreement re: Shares in
Cook Inlet Pipe Line Company Purchased from Mobil Pipe Line Company
by Forest Corporation (the “CIPL Side Letter”), which
is attached hereto as Annex 1 and shall be attached to the
Agreement as Schedule 3.
5.
The text of Section 6 shall be deleted in its entirety and shall be
replaced with the following:
6.
Closing .
(a)
The closing of the transactions contemplated hereby (the
“Closing”) shall occur at the Denver office of Seller
on August 24, 2007. If the transactions contemplated by the
Membership Interest Purchase Agreement among Buyer, Forest Alaska
Holding LLC, Forest Alaska Operating LLC and Seller have not closed
prior to Closing, for any reason,
then Buyer and Seller
may each elect to terminate this Agreement. At the Closing,
the following shall occur:
(i)
Buyer shall deliver to the Seller the Preliminary Sum, either in
cash or in the form of a combination of cash and the Stock
Consideration.
(ii)
Seller shall execute and deliver such instruments of assignment,
bills of sale and other title transfer documents with respect to
the Assets to Buyer on forms reasonably satisfactory to Seller and
Buyer whereby Seller warrants the title to the Assets by, through
and under Seller, but not otherwise, subject to the remaining
provisions of this Agreement. Seller shall also deliver to Buyer
stock certificates representing the CIPL Shares, duly endorsed for
transfer.
(iii)
