TAX SHARING AGREEMENT between FOREST OIL CORPORATION, SML WELLHEAD CORPORATION and MARINER ENERGY, INC. Dated as of September 9, 2005Tax Sharing Agreement • November 10th, 2005 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
TAX SHARING AGREEMENT (the “Agreement”), dated as of September 9, 2005, by and between Forest Oil Corporation, a New York corporation (“Forest”), SML Wellhead Corporation, a Delaware corporation (“Spinco”) and Mariner Energy, Inc., a Delaware corporation (“Mariner”).
FIRST AMENDMENT TO THE U.S. CREDIT AGREEMENTCredit Agreement • November 10th, 2005 • Forest Oil Corp • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO THE U.S. AMENDED AND RESTATED CREDIT AGREEMENT, dated effective as of October 19, 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 THE TORO
DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 9, 2005 BETWEEN FOREST OIL CORPORATION AND SML WELLHEAD CORPORATIONDistribution Agreement • November 10th, 2005 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
THIS DISTRIBUTION AGREEMENT, dated as of September 9, 2005, is between Forest Oil Corporation, a New York corporation (“Forest”), and SML Wellhead Corporation, a Delaware corporation and a wholly owned subsidiary of Forest (“Spinco”).
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 9, 2005 AMONG FOREST OIL CORPORATION, SML WELLHEAD CORPORATION, MARINER ENERGY, INC. AND MEI SUB, INC.Agreement and Plan of Merger • November 10th, 2005 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 9, 2005, is among Forest Oil Corporation, a New York corporation (“Forest”), SML Wellhead Corporation, a Delaware corporation and a wholly owned subsidiary of Forest (“Spinco”), Mariner Energy, Inc., a Delaware corporation (the “Company”), and MEI Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”).
EMPLOYEE BENEFITS AGREEMENT DATED AS OF SEPTEMBER 9, 2005 BETWEEN FOREST OIL CORPORATION AND SML WELLHEAD CORPORATIONEmployee Benefits Agreement • November 10th, 2005 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 10th, 2005 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
THIS TRANSITION SERVICES AGREEMENT, dated as of September 9, 2005, is between Forest Oil Corporation, a New York corporation (“Forest”), and SML Wellhead Corporation, a Delaware corporation and a wholly owned subsidiary of Forest (“Spinco”).
