Exhibit 10.2
AMENDMENT NO. 1
TO THE
ASSET PURCHASE AND SALE AGREEMENT
This Amendment No. 1 to the
Asset Purchase and Sale Agreement (this “ Amendment
”), dated as of September 30, 2008, is entered into by
and between Cordillera Texas, L.P., a Texas limited partnership
(“ Seller ”), and Forest Oil Corporation, a New
York corporation (“ Buyer ”).
RECITALS:
A.
Reference is herein made to that
certain Asset Purchase and Sale Agreement by and between Seller and
Buyer dated August 15, 2008 (the “ Purchase
Agreement ”). Terms used but not defined herein shall
have the meanings set forth in the Purchase Agreement.
B.
Seller and Buyer wish to amend the
Purchase Agreement to (i) amend and restate the first sentence
of Section 2.1 of the Purchase Agreement in its entirety,
(ii) amend and restate the first sentence of Section 2.4
of the Purchase Agreement in its entirety, (iii) amend and
restate Section 13.2 of the Purchase Agreement in its
entirety, and (iv) revise Exhibit B to the Purchase
Agreement.
C.
Seller and Buyer, who constitute all
of the parties to the Purchase Agreement, desire to amend the
Purchase Agreement as set forth herein in accordance with
Section 11.3 of the Purchase Agreement.
AGREEMENT:
NOW, THEREFORE, for and in
consideration of the mutual promises hereinafter set forth, Seller
and Buyer agree as follows:
1.
Amendment to Section 2.1 of the Purchase Agreement
. The first sentence of Section 2.1 of the Purchase
Agreement is hereby amended and restated in its entirety as
follows:
“In consideration of the sale
of the Assets by Seller to Buyer, Buyer shall pay Seller
$529,000,000 in cash (the “ Cash Consideration
”) and shall issue to Seller an aggregate of 7,250,000 shares
of Buyer’s common stock, par value $0.10 per share (“
Buyer Common Stock ” and with the Cash Consideration,
the “ Purchase Price ”), which is quoted under
the symbol “FST” on the New York Stock Exchange
(“ NYSE ”).”
2.
Amendment to Section 2.4 of the Purchase Agreement
. The first sentence of Section 2.4 of the Purchase
Agreement is hereby amended and restated in its entirety as
follows:
“The Cash Consideration shall
be further increased by the amount of capital costs paid by, and
not otherwise reimbursed to, Seller, not to exceed $41,500,000 to
(a) complete the Wells listed on Schedule 2.4(a) ,
and (b) drill and complete the Wells listed on
Schedule 2.4(b) , in each case regardless of when such
capital costs are incurred by Seller.”
