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 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
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”).
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”).
