EXHIBIT 2.3
FIRST AMENDMENT
TO AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
(this "AMENDMENT") dated as of December 1, 2006, is entered Into BY AERA ENERGY
LLC, a California limited liability company ("Seller") and PACIFIC ENERGY
RESOURCES LTD., a Delaware corporation ("BUYER").
RECITALS
A. Pursuant to that certain Amended and Restated Purchase and Sale
Agreement dated as of November 1, 2006, between Seller and Buyer (as the same
may be, from time to lime, amended, the "PURCHASE AGREEMENT") Buyer agreed to
purchase certain oil and gas interests and related real and personal property
from Seller, and Seller agreed to sell such interests and related property to
Buyer.
B. Seller and Buyer desire to amend certain provisions of the Purchase
Agreement.
C. Capitalized terms used in this Amendment but not specifically defined
herein shall have the respective meanings given to them in the Purchase
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the
agreements set forth heroin and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:
1. MODIFICATION OF PURCHASE AGREEMENT. Seller and Buyer hereby agree to
amend the Purchase Agreement as follows:
(a) SECTION 10.01(c)(i) of the Purchase Agreement is amended by
deleting the date "December 1, 2000" and inserting in its place the date
"December 8, 2006."
2. CONTINUING FORCE AND EFFECT. Except as amended hereby, the Purchase
Agreement shall remain unmodified and in full force and effect. The Parties
hereby ratify and confirm the Purchase Agreement, as amended concurrently
herewith.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such
counterparts shall constitute one agreement. To facilitate execution of this
Amendment, the Parties may execute and exchange facsimile counterparts of the
signature pages, and facsimile counterparts shall serve as originals.
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4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING ANY CONFLICT OF
LAW PROVISIONS THEREOF
5. ENTIRE AGREEMENT. The Purchase Agreement, as amended hereby,
constitutes the entire understanding between the Buyer and Seller with respect
to the subject matter thereof and hereof, superseding all negotiations, prior
discussions, correspondence, offering materials, maps and prior agreements and
understandings relating to such subject matter, whether oral or written.
[SIGNATURES BEGIN ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the duly authorized representatives of Seller and
Buyer have executed this Amendment as of the date first above written.
SELLER:
AERA ENERGY LLC, a California
limited liability company
By: /s/ Van ▇. ▇▇▇▇▇▇▇
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Name: Van ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
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BUYER:
PACIFIC ENERGY RESOURCES LTD.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
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