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 together with the Cash
Consideration and the Purchase Debt, the “Base Purchase Price”), subject to
adjustment as provided in Section 3.4 (the Base Purchase Price, as so adjusted,
is the “Purchase Price”). The parties hereto agree that they shall cooperate
with each other in the preparation of the note evidencing the Purchase Debt.
The negotiation, execution and deliver of such note shall be a Closing
obligation of Buyer. The negotiation of such note shall be a Closing obligation
of Seller and FOC.



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11.         The text of
Section 3.4(a) shall be deleted in its entirety and shall be replaced with the
following:


(a)           This Section intentionally left blank


12.         Pacific
hereby waives any claim to breach of or defects under any of the following
provisions of the Agreement:


Section 3.4(b)

Article IV (other than Section 4.10)

Article V (other than Sections 5.4, 5.6 and 5.8)

Section 7.3 through 7.6

Section 7.13


Notwithstanding the
foregoing waiver, Forest agrees to indemnify and hold harmless FAO, Buyer and
each of their Affiliates, and the officers, directors, employees and agents
thereof, under the indemnification procedures set forth in Section 12.3 of
the Agreement, against any Losses arising from acts or omissions occurring
prior to Closing which are or may be asserted in either of the following
lawsuits:


a.               Marathon Oil Company v. Forest Oil Corporation, Union Oil Company of
California, d/b/a Unocal Alaska and Chevron Corporation, filed on
May 3, 2006 in the United States District Court for the District of Alaska at
Anchorage, Case No. 3:06-cv-00102-TMB.


b.              Forest Oil Corporation v. Union Oil Company of California, d/b/a Unocal
Alaska, filed on April 14, 2005 in the United States District Court,
Eastern District of Alaska, Case No. A-05-0078.


13.         Forest
hereby waives any claim to breach of any of the following provisions of the
Agreement:


Article VI (other than
Sections 6.6, 6.7 and 6.9)


14.         Pacific
hereby irrevocably waives the conditions to Closing contained in Section 8.1(d)
of the Agreement. Forest hereby irrevocably waives the conditions to Closing
contained in Section 8.2(b) of the Agreement.


15.         The text of
Section 9.1 shall be amended to delete the word “and” from the end of
subsection (h) thereof, to delete the period at the end of subsection (i)
thereof, and to add the following text at the end of subsection (i) thereof:


; and

(j) an executed Share Acquisition and Registration Rights Agreement (as that
term is defined in the Asset Sales Agreement dated May 24, 2007 but effective
as of January 1, 2007 between Buyer and FOC).



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16.         The text of
Section 9.2 shall be amended to delete the word “and” from the end of
subsection (b) thereof, to delete the period at the end of subsection (c)
thereof, and to add the following text at the end of subsection (c) thereof:


; 

(d) an executed note substantially in accordance with the terms set forth in
the Term Sheet attached as Exhibit C; and

(e) an executed Share Acquisition and Registration Rights Agreement.


17.         During the
period extending three months past Closing, Forest shall provide Pacific with
commercially reasonable assistance in the preparation of audited statements of
revenues and direct operating expenses as required by Regulation S-X under the
Securities Act of 1933, as amended (“Reg. S-X”) for the business being acquired
under the Agreement and the Asset Sales Agreement between Forest and Pacific
(the “Business”) for the years ended December 31, 2004, December 31, 2005 and
December 31, 2006. In addition and during the same period, at, Forest shall
provide Pacific with commercially reasonable (a) accounting assistance in the
preparation of unaudited interim statements of revenues and direct operating
expenses for the Business as required by Reg. S-X for the period January 1,
2007 through the Closing Date and (b) such other reasonable accounting
assistance as may be required by Pacific in order to prepare and provide any
other financial information regarding the Business through the Closing Date as
may be required by the Securities and Exchange Commission. The work called for
in this paragraph 16 shall be conducted by Ernst & Young LLP, with the
assistance of Forest and Pacific, and shall be at Pacific’s sole expense.
Should the accounts described above not be produced by the end of the
three-month period following Closing, the finalization of the accounts shall be
at Forest’s sole expense.


18.         To the extent
not obtained prior to the Closing, after the Closing, Forest covenants and
agrees to use commercially reasonable best efforts to obtain consents of the
other parties to all Material Contracts the terms of which require consent as a
result of the change of ownership that will occur at the Closing. Forest shall
indemnify Pacific and Forest Alaska Operating LLC pursuant to Section 12.3 of
the Agreement from any Losses resulting from the failure to obtain such
consents.


19.         The text of Section 13.6 of the Agreement shall be
deleted in its entirety and shall be replaced with the following:


Income
Taxes. Seller and/or FOC
shall be responsible for Income Taxes imposed on Seller and/or FOC to the
extent they relate to any period, whether before, on or after the Effective
Date, and all items of deduction, credit, loss or refund pertaining to Income
Taxes imposed on Seller and/or FOC shall remain and belong to Seller and/or
FOC; no matter when received, assessed or paid, 
Buyer shall be responsible for Income Taxes imposed on Buyer to the
extent they relate to any period, whether before, on or after the Effective
Date, and all items of deduction, credit, loss or gain or



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refund
pertaining to Income Taxes imposed on Buyer shall remain and belong to Buyer,
no matter when received, assessed or paid.


20.         Except as expressly provided herein, the Agreement
shall remain unchanged, is hereby ratified and affirmed, and shall continue in
full force and effect. Wherever the terms of this Amendment No. 1 and the terms
of the Agreement conflict, the terms of this Amendment No. 1 shall be deemed to
supersede the conflicting terms of the Agreement. Any violation of an agreement
or covenant contained in this Amendment No. 1 shall be treated in the same
manner as a violation of an agreement or covenant in the Agreement.


21.         Any provision of
this Amendment No. 1 that is prohibited or otherwise unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction


22.         This Amendment
No. 1 may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.


	
  FOREST OIL
  CORPORATION

  	
   

  	
  PACIFIC ENERGY RESOURCES 

  LTD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ H. Craig Clark

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  /s/ H. Craig Clark

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
  President & Chief Executive Officer

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Date:

  	
    July 31, 2007

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FOREST ALASKA HOLDING LLC

  	
   

  	
  FOREST ALASKA OPERATING LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Cyrus D. Marter IV

  	
   

  	
  By:

  	
    /s/ Glen Mizenko

  	
   

  
	
  Name:

  	
    Cyrus D. Marter IV

  	
   

  	
  Name:

  	
    Glen Mizenko

  	
   

  
	
  Title:

  	
    Vice President & Secretary

  	
   

  	
  Title:

  	
    Vice President – Bus. Development

  	
   

  
	
  Date:

  	
    July 31, 2007

  	
   

  	
  Date:

  	
    July 31, 2007

  	
   

  



 



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