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EXHIBIT 2.10
AMENDMENT NO. 1
TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
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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
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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.
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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 Co
