LONE PINE RESOURCES CANADA LTD. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
Lone Pine Resources Canada Ltd., an Alberta corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Representative”) and the other initial purchasers named on Schedule I of the Purchase Agreement ( as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 9, 2012 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 10.375% Senior Notes due 2017 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Lone Pine Resources Inc. (the “Parent Guarantor”) and each of its subsidiaries (other than the Issuer) (the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture (the “Indenture”), dated as of February 14, 2012 (the “Issue Date”) among the Issuer, the Guarantors named therein and U.S. Bank National Association (the “Trustee”). As an inducement to the Initial Purchasers, the Issuer and the Guarantors agree with th
FORM OF RIGHTS AGREEMENT BETWEEN LONE PINE RESOURCES INC. AND MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT Dated as of , 2011Rights Agreement • April 8th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
Rights Agreement, dated as of , 2011 ("Agreement"), between Lone Pine Resources Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC under the service name BNY Mellon Shareholder Services, as Rights Agent (the "Rights Agent").
CREDIT AGREEMENT dated as of March 18, 2011 among LONE PINE RESOURCES INC., as Parent, CANADIAN FOREST OIL LTD., as Borrower, THE LENDERS PARTY HERETO, THE TORONTO-DOMINION BANK and BANK OF MONTREAL, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA...Credit Agreement • April 27th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
THIS CREDIT AGREEMENT, dated as of March 18, 2011, is among LONE PINE RESOURCES INC., a Delaware corporation (the “Parent”), CANADIAN FOREST OIL LTD., a corporation amalgamated under the laws of the Province of Alberta, Canada (“Borrower”), the LENDERS party hereto, THE TORONTO-DOMINION BANK and BANK OF MONTREAL, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA and WELLS FARGO FINANCIAL CORPORATION CANADA, as Co-Documentation Agents, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG FOREST OIL CORPORATION, CANADIAN FOREST OIL LTD., AND LONE PINE RESOURCES INC. Dated as of May 25, 2011Separation and Distribution Agreement • June 1st, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 25, 2011, by and among Forest Oil Corporation, a New York corporation (“Forest”), Canadian Forest Oil Ltd., an Alberta corporation (“CFOL”), and Lone Pine Resources Inc., a Delaware corporation and wholly-owned subsidiary of Forest (“Lone Pine” and, together with Forest and CFOL, the “parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I hereof.
LONE PINE RESOURCES CANADA LTD., THE GUARANTORS PARTY HERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEEIndenture • February 15th, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
This INDENTURE dated as of February 14, 2012, is among LONE PINE RESOURCES CANADA LTD., an Alberta corporation (the “Issuer”), LONE PINE RESOURCES INC., a Delaware corporation (the “Parent Guarantor”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereof and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 29, 2011, is among LONE PINE RESOURCES INC., a Delaware corporation ("Parent"), CANADIAN FOREST OIL LTD., a corporation amalgamated under the laws of the Province of Alberta, Canada ("Borrower"), each of the lenders that is a signatory to, or which becomes a signatory to, the Credit Agreement (together with its successors and assigns, the "Lenders"), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent (the "Administrative Agent") and the other agents party thereto.
LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN FORM OF PHANTOM STOCK UNIT (SAR AWARD) AGREEMENT FOR CANADIAN EMPLOYEE GRANTEESPhantom Stock Unit Agreement • April 27th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
This Phantom Stock Unit Agreement (“Agreement”) is made as of the day of , 20 , between Lone Pine Resources Inc., a Delaware corporation (“Lone Pine”), and (the “Employee”). For purposes of this Agreement, the term “the Company” shall include Lone Pine and its Affiliates, as defined in the Lone Pine Resources Inc. 2011 Stock Incentive Plan (the “Plan”).
FORM OF SEVERANCE AGREEMENTSeverance Agreement • April 27th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
SEVERANCE AGREEMENT (this "Agreement") dated as of , 20 between LONE PINE RESOURCES INC., a Delaware corporation (the "Company"), with its principal offices located at Suite 2500, 645-7 Avenue SW, Calgary, Alberta, and ("Employee"),
LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN FORM OF PHANTOM STOCK UNIT (RSU AWARD) AGREEMENT FOR CANADIAN EMPLOYEE GRANTEES (CASH ONLY)Phantom Stock Unit Agreement • June 6th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
This Phantom Stock Unit Agreement (“Agreement”) is made as of the day of , 20 , between Lone Pine Resources Inc., a Delaware corporation (“Lone Pine”), and (the “Employee”). For purposes of this Agreement, the term “the Company” shall include Lone Pine and its Affiliates, as defined in the Lone Pine Resources Inc. 2011 Stock Incentive Plan (the “Plan”).
LONE PINE RESOURCES INC. 15,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 1st, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
Lone Pine Resources Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Forest Oil Corporation, a New York corporation (“Forest”), proposes to issue and sell to the several persons listed in Schedule 1 hereto as a “Canadian Underwriter” or a “U.S. Underwriter” (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 15,000,000 shares (the “Firm Securities”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. In addition, the Company proposes to issue and sell to the Underwriters, at the option of the Underwriters, up to an additional 2,250,000 shares of Common Stock solely to cover over-allotments (the “Optional Securities”). The Firm Securities and the Optional Securities are herein referred to as the “Securities.” The shares of Common Stock to be outstanding after giving effect to the sale of the Securities are referred to herein as the “Stock.” The Stock, including the
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND AMONG FOREST OIL CORPORATION, CANADIAN FOREST OIL LTD., AND LONE PINE RESOURCES INC. Dated as of , 2011Employee Matters Agreement • April 8th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into on , 2011, by and among Forest Oil Corporation, a New York corporation (“Forest”), Canadian Forest Oil Ltd., an Alberta corporation (“CFOL”), and Lone Pine Resources Inc., a Delaware corporation (“Lone Pine”). Capitalized terms used herein (other than the formal names of Forest Benefit Plans (as defined below)) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN PHANTOM STOCK UNIT (RSU AWARD) AGREEMENT FOR CANADIAN EMPLOYEE GRANTEESPhantom Stock Unit Agreement • March 23rd, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
This Phantom Stock Unit Agreement ("Agreement") is made as of the day of , 20 , between Lone Pine Resources Inc., a Delaware corporation ("Lone Pine"), and (the "Employee"). For purposes of this Agreement, the term "the Company" shall include Lone Pine and its Affiliates, as defined in the Lone Pine Resources Inc. 2011 Stock Incentive Plan (the "Plan").
FORM OF TAX SHARING AGREEMENT between FOREST OIL CORPORATION AND ITS AFFILIATES and LONE PINE RESOURCES INC. AND ITS AFFILIATES Dated as of [ ]Tax Sharing Agreement • April 27th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
This TAX SHARING AGREEMENT (the “Agreement”) is dated as of , 2011, by and between Forest Oil Corporation (“Forest”), a New York corporation and Lone Pine Resources Inc. (“Lone Pine”), a Delaware corporation.
AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • November 13th, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas
LONE PINE RESOURCES CANADA LTD., a body corporate, having offices in the City of Calgary, in the Province of Alberta (hereinafter referred to as “Vendor”)
REGISTRATION RIGHTS AGREEMENT BETWEEN FOREST OIL CORPORATION AND LONE PINE RESOURCES INC. Dated as of June 1, 2011Registration Rights Agreement • June 1st, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2011, by and between Lone Pine Resources Inc., a Delaware corporation (“Lone Pine”), and Forest Oil Corporation, a New York corporation (“Forest”).
FIRST AMENDING AGREEMENT AND CONSENTFirst Amending Agreement and Consent • December 12th, 2013 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
AND WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as set out herein;
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 6th, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 5, 2012, is among LONE PINE RESOURCES INC., a Delaware corporation (“Parent”), LONE PINE RESOURCES CANADA LTD., formerly known as Canadian Forest Oil Ltd., a corporation amalgamated under the laws of the Province of Alberta, Canada (“Borrower”), each of the lenders that is a signatory to, or which becomes a signatory to, the Credit Agreement (together with its successors and assigns, the “Lenders”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent (the “Administrative Agent”), and the other agents party thereto.
FORM OF SEVERANCE AGREEMENTSeverance Agreement • June 6th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
SEVERANCE AGREEMENT (this “Agreement”) dated as of , 20 between LONE PINE RESOURCES INC., a Delaware corporation (the “Company”), with its principal offices located at Suite 2500, 645-7 Avenue SW, Calgary, Alberta, and (“Employee”),
FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN FOREST OIL CORPORATION AND LONE PINE RESOURCES INC. Dated , 2011Registration Rights Agreement • April 8th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of , 2011, by and between Lone Pine Resources Inc., a Delaware corporation ("Lone Pine"), and Forest Oil Corporation, a New York corporation ("Forest").
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2013 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT FOR CANADIAN GRANTEES [ , 20 ]Performance Unit Award Agreement • March 23rd, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
This Agreement sets forth the terms of the agreement between you and the Company with respect to the Performance Units. By accepting this Agreement, you agree to be bound by all of the terms hereof.
LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN FORM OF PERFORMANCE UNIT AWARD AGREEMENT FOR CANADIAN GRANTEESPerformance Unit Award Agreement • April 27th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 29th, 2013 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 26, 2013, is among LONE PINE RESOURCES INC., a Delaware corporation (“Parent”), LONE PINE RESOURCES CANADA LTD., formerly known as Canadian Forest Oil Ltd., a corporation amalgamated under the laws of the Province of Alberta, Canada (“Borrower”), each of the lenders that is a signatory to, or which becomes a signatory to, the Credit Agreement (together with its successors and assigns, the “Lenders”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent (the “Administrative Agent”), and the other agents party thereto.
SIXTH AMENDING AGREEMENT AND CONSENTSixth Amending Agreement • December 12th, 2013 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
AND WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as set out herein;
CREDIT AGREEMENTCredit Agreement • October 30th, 2013 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
THIS CREDIT AGREEMENT, dated as of October 24, 2013, is among LONE PINE RESOURCES INC., a Delaware corporation (the “Parent”), LONE PINE RESOURCES CANADA LTD., a corporation amalgamated under the laws of the Province of Alberta, Canada (“Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent.
FORBEARANCE AGREEMENTForbearance Agreement • September 12th, 2013 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
This forbearance agreement (this Agreement) dated as of September 11, 2013 by and between Lone Pine Resources Canada Ltd. (the Borrower), Lone Pine Resources Inc. (the Parent), JPMorgan Chase Bank, N.A., Toronto Branch (the Agent), on its own behalf and on behalf of the Majority Lenders, each of the Hedging Lenders and each of the other Loan Parties.
TRANSITION SERVICES AGREEMENT BETWEEN FOREST OIL CORPORATION AND LONE PINE RESOURCES INC. Dated as of June 1, 2011Transition Services Agreement • June 1st, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of June 1, 2011, between Forest Oil Corporation, a New York corporation (“Forest”), and Lone Pine Resources Inc., a Delaware corporation (“Lone Pine”).
FORM OF FIRST AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • March 23rd, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO SEVERANCE AGREEMENT ("Amendment") is made this day of , 2012, by and between Lone Pine Resources Inc., a Delaware corporation (the "Company"), and ("Employee").
LONE PINE RESOURCES CANADA LTD. PURCHASE AGREEMENTPurchase Agreement • February 15th, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 27th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the day of , 20 , between Lone Pine Resources Inc., a Delaware corporation (the “Company”), and (the “Director”).
FORM OF SEVERANCE AGREEMENTSeverance Agreement • April 8th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
SEVERANCE AGREEMENT (this "Agreement") dated as of , 20 between LONE PINE RESOURCES INC., a Delaware corporation (the "Company"), with its principal offices located at Suite 2500, 645-7 Avenue SW, Calgary, Alberta, and David M. Anderson ("Executive"),
FIRST AMENDMENT TO TAX SHARING AGREEMENT between FOREST OIL CORPORATION AND ITS AFFILIATES and LONE PINE RESOURCES INC. AND ITS AFFILIATES Dated as of March 21, 2012Tax Sharing Agreement • March 23rd, 2012 • Lone Pine Resources Inc. • Crude petroleum & natural gas • New York
This First Amendment (this "Amendment") to the Tax Sharing Agreement is made and entered into as of March 21, 2012, by and between Forest Oil Corporation ("Forest"), a New York corporation, and Lone Pine Resources Inc. ("Lone Pine"), a Delaware corporation. Capitalized terms used herein and not otherwise defined are used as defined in the Tax Sharing Agreement, dated as of May 25, 2011, between Forest and Lone Pine (as amended, the "Tax Sharing Agreement").
LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT FOR CANADIAN GRANTEESStock Option Agreement • April 27th, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
To carry out the purposes of the LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN (the “Plan”), by affording Employee the opportunity to purchase shares of the common stock of the Company, par value $.01 per share (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:
BACKSTOP AGREEMENTBackstop Agreement • September 25th, 2013 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Alberta
RIGHTS AGREEMENT BETWEEN LONE PINE RESOURCES INC. AND MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT Dated as of May 11, 2011Rights Agreement • May 23rd, 2011 • Lone Pine Resources Inc. • Crude petroleum & natural gas • Delaware
Rights Agreement, dated as of May 11, 2011 (“Agreement”), between Lone Pine Resources Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC under the service name BNY Mellon Shareholder Services, as Rights Agent (the “Rights Agent”).
