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EXHIBIT 2.8
AMENDMENT NO. 1
TO ASSET SALES 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 between Pacific Energy Resources Ltd.
("Pacific") and
Forest Oil Corporation ("Forest").
RECITALS
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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:
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(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) If Stock Consideration is to be paid to Seller, Buyer
and Seller shall have executed a Share Acqui
