Exhibit 10.1
AMENDMENT NO.
1
TO MEMBERSHIP INTEREST PURCHASE
AGREEMENT
This Amendment No. 1 is made and entered
into on July 31, 2007, to be effective as of January 1,
2007 among Pacific Energy Resources Ltd. (“Pacific”),
Forest Alaska Holding LLC, Forest Alaska Operating LLC, and Forest
Oil Corporation (collectively referred to as
“Forest”).
RECITALS
WHEREAS, Pacific and
Forest are parties to that certain Membership Interest Purchase
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, the parties
desire to amend the consideration payable by Pacific under the
Agreement; 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.
In partial consideration of Forest’s entry into this
Amendment No. 1, Pacific agrees to increase the Deposit paid under
Section 3.3(a)(i) by the issuance by Pacific to Forest of FIVE
MILLION (5,000,000) shares of Pacific’s common stock. All
other references to the “Deposit” in the Agreement
shall be read to include this increase. Pacific shall instruct its
transfer agent to issue these shares immediately upon execution of
this Amendment No. 1. If the Closing occurs, FIVE HUNDRED THOUSAND
(500,000) of these shares, along with an additional FIVE MILLION
(5,000,000) shares of Pacific common stock deliverable to Forest at
Closing (for a total of FIVE MILLION FIVE HUNDRED THOUSAND
(5,500,000) shares) shall be placed into escrow in accordance with
the terms of the CIPL Side Letter (as that term is defined in
Amendment No. 1 to the Asset Purchase Agreement between Forest and
PERL dated the date hereof).
2.
For purposes of this Amendment No. 1, the appearance of Forest Oil
Corporation as a party under the Agreement shall be for
Sections 7.6, 7.14, 10.1, 13.6 and Article XII only.
3.
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.
4.
Exhibit A-2 of the Agreement is hereby deleted in its entirety and
replaced with the Corrected Exhibit A-2 attached to this Amendment
No. 1 and made a part hereof.
5.
Exhibit A-3 of the Agreement is hereby deleted in its entirety and
replaced with the Corrected Exhibit A-3 attached to this Amendment
No. 1 and made a part hereof.
6.
Exhibit A-5 of the Agreement is hereby deleted in its entirety and
replaced with the Corrected Exhibit A-5 attached to this Amendment
No. 1 and made a part hereof.
7.
Schedule 4.19 of the Agreement is hereby deleted in its entirety
and replaced with the Corrected Schedule 4.19 attached to this
Amendment No. 1 and made a part hereof.
8.
Notwithstanding anything in the Agreement, Closing Date shall be
August 24, 2007 at 10:00 A.M. MST, and the Closing shall occur
at the Denver offices of Forest.
9.
Sections 11.1(c) and (d) of the Agreement are hereby deleted in
their entirety. The text of Section 11.2(a) of the Agreement
shall be deleted in its entirety and shall be replaced with the
following:
(a)
If the Closing does not occur by August 24, 2007 for any
reason other than (i) Seller’s failure to meet its Closing
obligations or (ii) pursuant to either Section 11.1(a) or
11.1(b), Seller shall be entitled to retain the Deposit, together
with any interest earned thereon. This shall be in the nature of
liquidated damages for Buyer’s breach, and not a penalty, and
shall be Seller’s sole remedy against Buyer. If the Closing
does not occur by August 24, 2007 (i) due to Seller’s
failure to meet its Closing obligations or (ii) pursuant to Section
11.1(a) or (b), the Deposit, together with any interest earned
thereon, shall be delivered to Buyer.
10.
The text of Section 3.2 of the Agreement shall be deleted in its
entirety and shall be replaced with the following:
3.2
Amount and Form of Consideration . The total purchase
price to be paid by Buyer to Seller in consideration of the
Membership Interests is THREE HUNDRED NINETY MILLION DOLLARS AND
NO/CENTS (US$390,000,000.00) cash (the “Cash
Consideration”), plus indebtedness of Buyer owed to Seller in
the principal amount at stated maturity of SIXTY MILLION SEVEN
HUNDRED FIFTY THOUSAND DOLLARS AND NO/CENTS ($60,750,000), which
indebtedness shall be evidenced by a note issued substantially in
accordance with the terms set forth in the Term Sheet attached to
this Amendment No. 1 as Exhibit C (the “Purchase
Debt”), plus 4,500,000 shares of common stock in Buyer (the
“Stock Consideration”, and toge
