0001104659-07-043737 Sample Contracts

ASSET SALES AGREEMENT
Asset Sales Agreement • May 30th, 2007 • Forest Oil Corp • Crude petroleum & natural gas • Delaware

This Asset Sales Agreement (the “Agreement”), dated the 24th day of May, 2007, is by and between FOREST OIL CORPORATION, a New York corporation (“Seller”) on the one hand, and PACIFIC ENERGY RESOURCES LTD, a Delaware corporation, or any wholly-owned subsidiary thereof (including Forest Alaska Operating, LLC) (“Buyer”) on the other hand.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of May 24, 2007 among Forest Alaska Holding LLC, As Seller; Forest Alaska Operating LLC, As the Company;
Membership Interest Purchase Agreement • May 30th, 2007 • Forest Oil Corp • Crude petroleum & natural gas • Delaware

This Membership Interest Purchase Agreement dated as of May 24, 2007 (the “Agreement”) is entered into by and among Pacific Energy Resources Ltd., a Delaware corporation (“Buyer”), Forest Alaska Operating LLC, a Delaware limited liability company (the “Company”), Forest Alaska Holding LLC, a Delaware limited liability company (“Seller”), and, for purposes of Sections 7.6, 7.14, 10.1 and Article XII only, Forest Oil Corporation, a New York corporation (“FOC”) pertaining to the purchase and sale of 100% of the membership interests of the Company.

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