0001047469-06-003499 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2006 • Forest Oil Corp • Crude petroleum & natural gas • New York

THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of the day of , , between Forest Oil Corporation, a New York corporation (the "Company"), and (the "Employee").

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SECOND AMENDMENT TO THE AMENDED AND RESTATED COMBINED CREDIT AGREEMENTS
Forest Oil Corp • March 16th, 2006 • Crude petroleum & natural gas • New York

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED COMBINED CREDIT AGREEMENTS, dated effective as of December 21, 2005 (the "Amendment"), among FOREST OIL CORPORATION, a New York corporation (the "U.S. Borrower"), CANADIAN FOREST OIL LTD. and each other subsidiary of Canadian Forest which becomes a "Borrower" (as defined in the Canadian Credit Agreement) under the Canadian Credit Agreement (the "Canadian Borrowers"), each of the lenders that is a signatory to, or which becomes a signatory to, the U.S. Credit Agreement (together with its successors and assigns, the "U.S. Lenders"), each of the lenders that is a signatory to, or which becomes a signatory to, the Canadian Credit Agreement (together with its successors and assigns, the "Canadian Lenders", and together with the U.S. Lenders, the "Combined Lenders"), BANK OF AMERICA, N.A. and CITIBANK, N.A., as Co-Global Syndication Agents, BNP PARIBAS and HARRIS NESBITT FINANCING, INC., as Co-U.S. Documentation Agents, BANK OF MONTREAL and T

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