Mariner Energy, Inc. Mariner Energy Resources, Inc. One BriarLake Plaza, Suite 2000 2000 West Sam Houston Parkway South Houston, Texas 77042
Exhibit 2.4
Mariner Energy, Inc.
Mariner Energy Resources, Inc.
One BriarLake Plaza, Suite 2000
0000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Mariner Energy Resources, Inc.
One BriarLake Plaza, Suite 2000
0000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
April 12, 2006
Forest Oil Corporation
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated
as of September 9, 2005, as amended, among Forest Oil Corporation (“Forest”), Mariner Energy
Resources, Inc. (“Spinco”), Mariner Energy, Inc. (the “Company”), and MEI Sub, Inc. (now merged
into Spinco). Forest, Spinco, and the Company are together referred to herein as the “Parties.”
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the
Merger Agreement. The Parties are entering into this letter agreement (this “Letter Agreement”) to
amend the Transaction Agreements as described below.
The Parties agree to the following, notwithstanding any provision to the contrary in any
Transaction Agreement, and each Transaction Agreement shall be deemed amended to the extent
inconsistent with the following:
Cash Amount Reconciliation. With respect to Section 4.2 of the Distribution Agreement,
the Parties agree that the Review Period shall be extended to be the one hundred and fifty
(150) calendar days after receipt by Spinco of the Actual Cash Amount statement. With
respect to the first sentence of Section 4.4 of the Distribution Agreement, the Parties
agree that the phrase “five (5) Business Days” shall be replaced with the phrase “fourteen
(14) Business Days.”
This Letter Agreement will be governed by, and construed in accordance with, the laws of the
State of Delaware without giving effect to the conflicts of law principles thereof.
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Each Party represents to each other Party that this Letter Agreement has been duly executed
and delivered by such Party and, assuming the due execution and delivery thereof by each other
Party, is a legal, valid, and binding obligation of such Party, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, and other similar laws affecting the rights of creditors generally and by general
principles of equity.
This Letter Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument.
If the foregoing is in accordance with your understanding please indicate your agreement by
signing below, at which time this Letter Agreement will constitute a binding agreement among us.
Very truly yours, MARINER ENERGY, INC. |
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By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxx | |||
Title: | Vice President — Corporate Development |
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MARINER ENERGY RESOURCES, INC. |
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By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxx | |||
Title: | Vice President — Corporate Development | |||
Accepted and Agreed as of
the date first above written:
the date first above written:
FOREST OIL CORPORATION
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: | Xxxxx X. Xxxxx | |||||
Title: | Executive Vice President | |||||
& Chief Financial Officer |
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