First Amendment to Amended and Restated Purchase and Sale Agreement between Aera Energy LLC and Pacific Energy Resources Ltd.

Summary

Aera Energy LLC and Pacific Energy Resources Ltd. have agreed to amend their existing Purchase and Sale Agreement, originally dated November 1, 2006. This amendment changes a specific closing date in the agreement from December 1, 2006, to December 8, 2006. All other terms of the original agreement remain unchanged and in effect. The amendment is governed by California law and is effective as of December 1, 2006.

EX-2.3 4 per_s1-ex0203.txt 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. 1 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) 2 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 N. Schultz --------------------------- Name: Van N. Schultz Title: Senior Vice President 3 BUYER: PACIFIC ENERGY RESOURCES LTD., a Delaware corporation By: /s/ Darren Katic --------------------------- Name: Darren Katic Title: President 4