Exhibit 10.2


 


STOCKHOLDER AGREEMENT


 


THIS STOCKHOLDER
AGREEMENT (the “Agreement”) is entered into as of May 21, 2004, by and among Forest Oil Corporation, a New York
corporation (together with its successors, “Parent”), TWOCO Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent (“Merger Subsidiary”), and the stockholder listed on Schedule I
hereto (the “Stockholder”) of The Wiser
Oil Company, a Delaware corporation (the “Company”).


 


RECITALS


 


Parent, Merger
Subsidiary and the Company are entering into an Agreement and Plan of Merger of
even date herewith (the “Merger Agreement”) which provides, among other things,
that Merger Subsidiary will make a cash tender offer (the “Offer”) for all of
the issued and outstanding shares of Company Common Stock (as defined below)
and, following the consummation of the Offer, will merge with and into the
Company (the “Merger”), in each case upon the terms and subject to the
conditions set forth in the Merger Agreement.


 


The Stockholder is
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such
number of securities of the Company as indicated on the Schedule I
to this Agreement; and


 


In order to induce
Parent and Merger Subsidiary to enter into the Merger Agreement, the Stockholder
is entering into this Agreement.


 


NOW, THEREFORE,
intending to be legally bound, the parties hereto agree as follows:


 


Section 1.                                          Certain
Definitions.


 


For purposes of
this Agreement:


 


(a)                                  “Company
Common Stock” shall mean the common stock, par value $0.01 per share, of the
Company.


 


(b)                                 “Company
Warrants” shall mean warrants to purchase 741,716 shares of Company Common
Stock at an exercise price of $4.25 per share.


 


(c)                                  “Expiration
Date” shall mean the earliest of:


 


(i)                                     the
date upon which the Merger Agreement is validly terminated pursuant to
Section 8.01 thereof;


 


(ii)                                  the
date on which the Parent or Merger Subsidiary shall have purchased and paid for
all of the Subject Securities;


 


(iii)                               the
date upon which the Merger becomes effective;


 

















 


(iv)                              the
date upon which the Merger Agreement is amended to reduce the Offer Price or in
any other manner adverse in any material respect to the Stockholder; and


 


(v)                                 the
End Date.


 


(d)                                 The
Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a
security if the Stockholder is the record and/or beneficial owner (as defined
in Rule 13d-3 under the Exchange Act) of such security.


 


(e)                                  “Person”
shall mean any individual, corporation, limited liability company, partnership,
trust or other entity, or governmental authority.


 


(f)                                    “Subject
Securities” shall mean: (i) all securities of the Company (including all shares
of Company Common Stock and all options and other rights to acquire shares of
Company Common Stock including Company Warrants) Owned by the Stockholder as of
the date of this Agreement; and (ii) all additional securities of the Company
(including all additional shares of Company Common Stock and all additional
options and other rights to acquire shares of Company Common Stock) of which the
Stockholder acquires Ownership during the period from the date of this
Agreement through the Expiration Date.


 


(g)                                 A
Person shall be deemed to have a effected a “Transfer” of a security if such
Person directly or indirectly: (i) sells, pledges, encumbers, grants an option
with respect to, transfers, distributes or disposes of such security or any
interest in such security; (ii) enters into an agreement or commitment
contemplating the possible sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein; (iii) grants any proxy, power-of-attorney or other
authorization or consent with respects to any such security or any interest
therein; (iv) deposits any such security or any interest therein into a voting
trust, or enters into a voting agreement or arrangement with respect to any
such security or any interest therein; or (v) takes any other action that would
in any way materially restrict, limit or interfere with the performance of the
Stockholder’s obligations hereunder or the transactions contemplated hereby.


 


(h)                                 Capitalized
terms not otherwise defined herein shall have the respective meanings ascribed
to them in the Merger Agreement.


 


Section 2.                                          Transfer
of Subject Securities.


 


(a)                                  Transferee
of Subject Securities to be Bound by this Agreement. The Stockholder agrees that, except as may be provided herein, during
the period from the date of this Agreement through the Expiration Date, the
Stockholder shall not cause or permit any Transfer of any of the Subject
Securities to be effected; provided,
that nothing in this Agreement shall prohibit the Stockholder from Transferring
Subject Securities  to Merger Subsidiary
pursuant to Section 3 hereof. 
Parent and Merger Subsidiary acknowledge and agree that the Stockholder
and Wiser Investors, L.P. (“WILP”) have in connection with a loan previously
pledged Subject Securities to Management Resources


 


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Group, LLC (“MRG”) pursuant to a pledge
agreement previously entered into by such parties and that the existence of
such voting and pledge agreements and the continuing compliance by the parties
thereto with such agreements shall not be deemed a Transfer in contravention of
this Section 2(a); provided, however, that notwithstanding the foregoing
no Transfer shall be permitted under such agreements if such Transfer would
adversely affect the right and power of the Stockholder to tender the Subject
Securities in the Offer or otherwise comply with its obligations under this
Agreement unless the transferee in any such Transfer shall (i) execute a
counterpart of this Agreement and (ii) agree to hold such Subject Securities
subject to all of the terms and provisions of this Agreement and be treated as
a Stockholder hereunder.  If
Section 3(c) applies, the Stockholder agrees that during the period from
the Expiration Date through the date the provisions of Section 3(c)
terminate pursuant to Section 9(m), the Stockholder shall not cause or
permit any Transfer of any of the Subject Securities to be effected unless the
Person to whom such Subject Securities are Transferred shall have:  (i) executed a counterpart of this
Agreement and (ii) agreed to hold such Subject Securities subject to the terms
and provisions of Section 3(c) hereof and be treated as a Stockholder
thereunder.


 


(b)                                 No
Transfer of Voting Rights. The Stockholder
shall ensure that, except for the Stockholders Agreement dated May 26, 2000
among the Company, the Stockholder and certain other stockholders of the
Company (the “Stockholders Agreement”), during the period from the date of this
Agreement through the Expiration Date: (a) none of the Subject Securities Owned
by the Stockholder is deposited into a voting trust; and (b) no proxy is granted,
and no voting agreement or similar agreement is entered into, with respect to
any of the Subject Securities Owned by the Stockholder.


 


Section 3.                                          Tender
of Subject Securities.


 


The Stockholder agrees:


 


(a)                                  to
tender the Company Common Stock Owned by the Stockholder into the Offer
promptly, and in any event no later than the tenth Business Day following the
commencement of the Offer, or, if any Stockholder has not received the Offer
Documents by such time, within five Business Days following receipt of such
documents but in any event prior to the date of expiration of such Offer, in
each case, free and clear of any liens, claims, options, rights of first
refusal, co-sale rights, charges or other encumbrances (collectively, “Liens”)
other than the Lien of MRG which shall be released upon payment by Parent or
Merger Subsidiary of a portion of the Offer Price to be identified by
Stockholder and confirmed by MRG in Stockholder’s letter of transmittal
accompanying tendered Subject Securities (it being agreed that the Stockholder
will cause such Lien upon payment for the Subject Securities to be released)
and (ii) not to withdraw any Company Common Stock so tendered so long as there
is no decrease in the Offer Price and the Offer Price is payable in cash.  The Stockholder shall have no obligations or
liabilities to Parent or Merger Subsidiary under this Section 3(a) at any
time after the Expiration Date. If the Stockholder acquires additional Subject
Securities after the date hereof, the Stockholder shall tender (or cause the
record holder to tender) such Subject Securities on or before the tenth
Business Day following the commencement of the Offer, or, if later, on or
before the fifth Business Day after such acquisition but in any event prior to
the date of expiration of such Offer. The Stockholder acknowledges and agrees


 


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that the obligation of Merger Subsidiary to accept for payment and pay
for any Subject Securities in the Offer is subject to the terms and conditions
of the Offer (as described in the Merger Agreement). Parent and Merger
Subsidiary acknowledge that the Stockholder’s obligation to sell any Subject
Securities to Merger Subsidiary and the release of the Lien of MRG is expressly
conditioned upon Merger Subsidiary’s acceptance and payment for the Subject
Securities in the Offer pursuant to the terms of the Offer as the same may be
amended from time to time, consistent with the terms of this Agreement and the
Merger Agreement;


 


(b)                                 to
permit Parent, Merger Subsidiary and the Company to publish and disclose in the
Offer Documents and Schedule 14D-9 and, if approval of the stockholders of
the Company is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC) and any similar filing required
by applicable law in connection with the transactions contemplated by the Offer
and Merger Agreement, the Stockholder’s identity and ownership of the Subject
Securities and the nature of the Stockholder’s commitments, arrangements and
understandings under this Agreement;


 


(c)                                  in
the event (i) the Merger Agreement is terminated pursuant to Sections 8.01(e),
8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the
Minimum Condition had not been satisfied and an Acquisition Proposal existed or
had been previously announced prior to the termination of the Merger
Agreement), and (ii) within nine months following such termination the
Stockholder (A) receives consideration in respect of some or all of the Subject
Securities in connection with the consummation of an Acquisition Proposal or
(B) makes a bona fide sale of some or all of its Subject Securities to a third
party, to pay Parent an amount in immediately available funds by wire transfer
to a bank account designated by Parent equal to 30.78% multiplied by the
difference between (i) the aggregate fair value of the consideration received
by the Stockholder pursuant to such Acquisition Proposal or third party sale,
as applicable, and (ii) the aggregate cash consideration that would have been
received by the Stockholder pursuant to the Offer based on the initial Offer
Price of $10.60 per share with respect to the Subject Securities sold in
connection with such Acquisition Proposal or third party sale, as applicable
(or in the case of Subject Securities other than Company Common Stock, the
amount of cash consideration that would have been received had such Subject
Securities been exercised for Company Common Stock prior to the expiration of
the Offer net of the applicable exercise price).  Such payment to Parent shall be made as follows: (i) if the
consideration paid to the Stockholder is cash, immediately following the
consummation of such Acquisition Proposal or third party sale or (ii) if
the consideration paid to the Stockholder consists of marketable securities,
within ten Business Days following consummation of such Acquisition Proposal or
third party sale.  In the event the
consideration received by the Stockholder in respect of an Acquisition Proposal
or third party sale, as applicable, consists of marketable securities, the fair
value of such securities shall be determined based on the closing market price
of such securities on the principal securities exchange or other trading market
for such securities on the Business Day immediately preceding the closing date
of such Acquisition Proposal or third party sale.  In the event the consideration received by the Stockholder in
respect of an Acquisition Proposal or third party sale, as applicable, consists
of non-marketable securities or other property, the fair value of such
consideration shall be determined by a


 


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nationally recognized investment banking firm selected by Stockholder
that has not provided services to Stockholder or its affiliates during the
prior five years and is reasonably acceptable to Parent as soon as possible
after the closing of such Acquisition Proposal, and the fair value
determination of such firm shall be binding upon the parties.  In the event the consideration received by
the Stockholder consists of any non-marketable securities or other property,
the Stockholder shall pay Parent its good faith estimate (the “Estimated
Payment”) of the amount owed pursuant to this Section 3(c) in respect of
such consideration within ten Business Days following consummation of the
Acquisition Proposal or third party sale, as applicable.  Following the determination of the fair
value of any non-marketable securities or other property (as described above),
the Stockholder or Parent shall promptly pay the other party in immediately
available funds by wire transfer to a bank account designated by the payee
party an amount equal to the difference between the Estimated Payment and
finally determined amount owing to Parent under Section 3(c) (with Parent
receiving payment to the extent such amount exceeds the Estimated Payment and
the Stockholder receiving payment to the extent the Estimated Payment exceeds
such amount).  In addition, if
Stockholder makes a bona fide sale of some or all of its Subject Securities to
a third party at a time when the Company is then a party to an agreement that
provides for an Acquisition Proposal (which agreement has not then been
terminated pursuant to its terms), then if such Acquisition Proposal is
consummated (or if that Acquisition Proposal is not consummated because another
Acquisition Proposal supplants that Acquisition Proposal because the Company
determines such Acquisition Proposal is superior, then if such subsequent
Acquisition Proposal is consummated) within nine months following the
termination of the Merger Agreement, Stockholder shall pay to Parent within ten
Business Days of the consummation of such Acquisition Proposal the Top-up
Amount.  The Top-up Amount shall be
equal to 30.78% multiplied by the difference between (i) the aggregate fair
value of the consideration that would have been received by the Stockholder
pursuant to such Acquisition Proposal in respect of the Subject Securities that
were sold in such bona fide sale to a third party and (ii) the aggregate fair
value of the consideration received by such Stockholder in connection with such
bona fide sale.  For the avoidance of
doubt, Parent and Merger Subsidiary acknowledge and agree that because of the undertaking
by Stockholder in this Section 3(c) to disgorge a portion of the improved
price of such Acquisition Proposal or Superior Proposal over the Offer Price
(i) on and after the termination of the Merger Agreement (or the
Expiration Date, if earlier) the Stockholder may take any actions necessary to
consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer,
including, without limitation, withdrawing its shares from the Offer and voting
in favor of such other Acquisition Proposal or Superior Proposal and
(ii) prior to the termination of the Merger Agreement (or the Expiration
Date, if earlier) the Stockholder may take any action except those prohibited
by this Agreement, including the prohibitions referred to in Section 5 of
this Agreement, and any of the Stockholder’s designees or affiliates who is a
director or officer of the Company may expressly take such actions as are
contemplated by the last two sentences of section 5 in connection with an
Acquisition Proposal or Superior Proposal; and


 


(d)                                 that
it will not enter into an agreement, arrangement or understanding (whether
written or oral) with WILP or Dimeling Schreiber and Park Reorganization Fund
II, L.P. or their direct or indirect


 


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owners (and will not permit its direct or indirect owners to enter into
any such agreements, arrangements or understandings) that affects or otherwise
modifies the sharing agreement contemplated by Section 3(c) hereof or any
other provisions of this Agreement in a manner adverse to Parent or Merger
Subsidiary without the prior written consent of Parent.


 


Section 4.                                          Voting
of Subject Securities.


 


(a)                                  Stockholder
Agreement.  The Stockholder agrees that, during the period from the date of this
Agreement until the Expiration Date:


 


(i)                                     at
any meeting of stockholders of the Company, however called, and at every
adjournment or postponement thereof, the Stockholder shall (A) appear at the
meeting, or otherwise cause all shares of Company Common Stock Owned by the
Stockholder to be counted as present thereat for purposes of establishing a
quorum, (B) vote or cause all shares of Company Common Stock Owned by the
Stockholder to be voted in favor of the approval and adoption of the Merger
Agreement and the approval of the Merger and (C) vote or cause all shares of
Company Common Stock Owned by the Stockholder to be voted, against (1) any
Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2)
any amendment of the Company’s Certificate of Incorporation or Bylaws or other
proposal, action or transaction involving the Company or any of its
subsidiaries or any of its stockholders, which amendment or other proposal,
action or transaction could reasonably be expected to prevent or materially
impede or delay the consummation of the Offer, the Merger or the other
transactions contemplated by the Merger Agreement or this Agreement or to
deprive Parent or Merger Subsidiary of any material portion of the benefits
anticipated by Parent or Merger Subsidiary to be received from the consummation
of the Offer, the Merger or the other transactions contemplated by the Merger
Agreement or this Agreement, or change in any manner the voting rights of
Company Common Stock presented to the stockholders of the Company or in respect
of which vote or consent of the stockholders is requested or sought, unless
such transaction has been approved in advance by Parent or Merger Subsidiary;
and


 


(ii)                                  in
the event written consents are solicited or otherwise sought from stockholders
of the Company with respect to the approval or adoption of the Merger Agreement
or with respect to the approval of the Merger, the Stockholder shall cause to
be validly executed, with respect to all shares of Company Common Stock Owned
by the Stockholder as of the record date fixed for the consent to the proposed
action, a written consent or written consents to such proposed action.


 


(b)                                 No
Exercise Requirement; Merger Agreement Treatment. Nothing
in this Agreement shall obligate the Stockholder to exercise or convert any
options or other rights to acquire shares of Company Common Stock that are
Owned by the Stockholder.  The
Stockholder shall not exercise any Company Warrants prior to the expiration of
the Offer unless the Stockholder promptly tenders the Company Common Stock
received and does not withdraw such Company Common Stock from the Offer; it
being expressly understood that this obligation shall cease immediately upon
the Expiration Date.  The


 


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Stockholder shall not exercise any Company Warrants after the
expiration of the Offer and prior to the Expiration Date if such exercise would
cause Merger Subsidiary to own fewer than a majority of the outstanding shares
of Company Common Stock (determined on a fully diluted basis excluding Company
Warrants that are not then proposed to be exercised).  The Stockholder hereby consents to the conversion of the Company
Warrants in connection with the Merger as provided in Section 3.08(c) of
the Merger Agreement.


 


Section 5.                                          No
Solicitation.


 


During the period
from the date of this Stockholder Agreement through the Expiration Date, the
Stockholder shall not, nor shall the Stockholder authorize or permit any
representative of the Stockholder to, directly or indirectly take any action
prohibited by Section 6.03 of the Merger Agreement.  Nothing contained in this Section 5
shall prevent any person affiliated with the Stockholder who is a director or
officer of the Company or designated by the Stockholder as a director of
officer of the Company, when acting in his capacity as a director or officer of
the Company, from exercising his fiduciary duties as a director or officer of
the Company including, without limitation, taking any actions permitted under
Section 6.03 of the Merger Agreement. 
In addition, nothing in this Agreement shall (or require the Stockholder
to attempt to) limit or restrict any designee or affiliate of the Stockholder
who is a director or officer of the Company from acting in such capacity or
voting in such person’s sole discretion on any matter (it being understood that
this Agreement shall apply to the Stockholder solely in the Stockholder’s
capacity as a stockholder of the Company). 
The Stockholder shall have no liability to Parent, Merger Subsidiary or
any of their respective affiliates under this Agreement as a result of any
action or inaction by any designee or affiliate of Stockholder who is a
director or officer of the Company, in either case serving on the Company’s
board of directors or as an officer of the Company and acting in such person’s
capacity as a director, officer or fiduciary of the Company.


 


Section 6.                                          Representations
and Warranties of Stockholders.


 


The Stockholder
hereby represents and warrants to Parent and Merger Subsidiary as follows:


 


(a)                                  Due
Organization; Qualification. The Stockholder,
if a corporation, limited liability company, limited partnership or other
entity, has been duly incorporated, organized or formed and is validly existing
and in good standing under the laws of the State of its incorporation,
formation or organization.  The
Stockholder is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it or
the operation of its business makes such licensing or qualification necessary,
except where the failure to so qualify or be licensed would not have a material
adverse effect on the Stockholder.


 


(b)                                 Power;
Due Authorization; Binding Agreement. The
Stockholder has full legal capacity, power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Stockholder and constitutes a legal, valid and
binding agreement of the Stockholder, enforceable against the Stockholder in
accordance with its terms, except as that enforceability may be subject to the
effect of any applicable bankruptcy, reorganization, insolvency, moratorium or


 


7

















 


other similar laws affecting or relating to the enforcement of
creditors’ rights generally and to general principles of equity.  The Stockholder, if a corporation, limited
liability company, limited partnership or other entity, has on the date hereof
provided Parent a legal opinion or other evidence reasonably satisfactory to
Parent that this Agreement has been duly authorized, executed and delivered by
the Stockholder.


 


(c)                                  No
Conflicts or Consents.


 


(i)                                     The
execution and delivery of this Agreement by the Stockholder does not, and the
performance of this Agreement by the Stockholder will not: (A) conflict with or
violate any certificate of incorporation or bylaws or equivalent organizational
documents of the Stockholder, (B) subject to the consent of the Company (which
consent of the Company has been obtained), conflict with or violate any law,
rule, regulation, order, decree or judgment applicable to the Stockholder or by
which the Stockholder or any of the Stockholder’s properties or assets is or
may be bound or affected; or (C) result in or constitute (with or without
notice or lapse of time) any breach of or default under, or give to any other
Person (with or without notice or lapse of time) any right of termination, amendment,
acceleration or cancellation of, or result (with or without notice or lapse of
time) in the creation of any Lien on any of the Subject Securities pursuant to,
any contract to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder’s affiliates or properties is or may be bound or
affected except that the consent of the Company (which consent of the Company
has been obtained), are required for any Transfer, including the execution of
this Agreement.


 


(ii)                                  Except
for the consent of the Company and (which consent of the Company has been
obtained) the execution and delivery of this Agreement by the Stockholder do
not, and the performance of this Agreement by the Stockholder will not, require
any consent or approval of any other Person.


 


(d)                                 Title
to Securities. As of the date of this
Agreement: (a) except for the Lien in favor of MRG and the Stockholders
Agreement, the Stockholder holds of record free and clear of any Liens the
number of outstanding shares of Company Common Stock set forth under the
heading “Company Common Stock Owned” on Schedule I hereto; (b) the
Stockholder holds (free and clear of any Liens) the Company Warrants set forth
under the heading “Company Warrants” on Schedule I hereto; and (c)
the Stockholder does not directly or indirectly Own any shares of capital stock
or other securities of the Company, or any option, warrant or other right to
acquire (by purchase, conversion or otherwise) any shares of capital stock or
other securities of the Company other than the Company Warrants.


 


(e)                                  Absence
of Litigation. As of the date hereof, there is
no litigation, suit, claim, action, proceeding or investigation pending, or to
the knowledge of the Stockholder, threatened against the Stockholder, or any
property or asset of the Stockholder, before any Governmental Authority that
seeks to delay or prevent the consummation of the transactions contemplated by
this Agreement.


 


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(f)                                    Accuracy
of Representations. The representations and
warranties contained in this Agreement are true and correct as of the date of
this Agreement and will be true and correct in all material respects at all
times until the Expiration Date.


 


Section 7.                                          Representations
and Warranties of Parent and the Merger Subsidiary.


 


Each of Parent and the Merger Subsidiary hereby represents and warrants
to the Stockholder as follows:


 


(a)                                  Due
Organization, etc. Each of Parent and the
Merger Subsidiary has been duly incorporated and is validly existing and in good
standing under the laws of the State of its incorporation. Each of Parent and
Merger Subsidiary has all necessary corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement by Parent and
the Merger Subsidiary have been duly authorized by all necessary action on the
part of Parent and the Merger Subsidiary.


 


(b)                                 No
Conflict.


 


(i)                                     The execution and delivery of this Agreement
by Parent and Merger Subsidiary does not, and the performance of this Agreement
by Parent and Merger Subsidiary will not: (A) conflict with or violate
any certificate of incorporation or bylaws of Parent or Merger Subsidiary, (B)
conflict with or violate any law, rule, regulation, order, decree or judgment
applicable to Parent or Merger Subsidiary or by which Parent or Merger
Subsidiary or any of their properties or assets are or may be bound or affected;
or (C) result in or constitute (with or without notice or lapse of time) any
breach of or default under, or give to any other Person (with or without notice
or lapse of time) any right of termination, amendment, acceleration or
cancellation of, or result (with or without notice or lapse of time) in the
creation of any Lien on any of the assets of Parent or Merger Subsidiary
pursuant to, any contract to which Parent or Merger Subsidiary is a party or by
which Parent or Merger Subsidiary or any of their affiliates or properties is
or may be bound or affected.


 


(ii)                                  The execution and delivery of the Merger
Agreement by Parent and Merger Subsidiary do not, and the performance of the
Merger Agreement by Parent and Merger Subsidiary will not: (A) conflict
with or violate any certificate of incorporation or bylaws of Parent or Merger
Subsidiary, (B) conflict with or violate any law, rule, regulation, order,
decree or judgment applicable to Parent or Merger Subsidiary or by which Parent
or Merger Subsidiary or any of their properties or assets are or may be bound
or affected; or (C) result in or constitute (with or without notice or lapse of
time) any breach of or default under, or give to any other Person (with or
without notice or lapse of time) any right of termination, amendment,
acceleration or cancellation of, or result (with or without notice or lapse of
time) in the creation of any Lien on any of the assets of Parent or Merger
Subsidiary pursuant to, any contract to which Parent or Merger Subsidiary is a


 


9

















 


party or by which Parent or Merger Subsidiary or any of their
affiliates or properties is or may be bound or affected, except in the case of
matters described in clauses (B) and (C) that, individually or in the
aggregate, would not have a Parent Material Adverse Effect.


 


(iii)                               The
execution and delivery of this Agreement by Parent or Merger Subsidiary do not,
and the performance of this Agreement by Parent or Merger Subsidiary will not,
require any consent or approval of any other Person except as specifically set
forth in the Merger Agreement.


 


(iv)                              The
execution and delivery of the Merger Agreement by Parent or Merger Subsidiary
do not, and the performance of the Merger Agreement by Parent or Merger Subsidiary
will not, require any consent or approval of any other Person except as
specifically set forth in the Merger Agreement or except where the failure to
obtain such consents or approvals would not, individually or in the aggregate,
have a Parent Material Adverse Effect.


 


(c)                                  Reliance by the Stockholder. Each of
Parent and Merger Subsidiary understands and acknowledges that the Stockholder
is entering into this Agreement in reliance upon the execution and delivery of
the Merger Agreement by Parent and Merger Subsidiary.


 


Section 8.                                          Further
Assurances.


 


From time to time
the Stockholder, Parent and Merger Subsidiary shall execute and deliver, or
cause to be executed and delivered, such additional transfers, assignments,
endorsements, proxies, consents and other instruments, and shall take such
further actions, as the other parties hereto may reasonably request for the
purpose of carrying out and furthering the intent of this Agreement.


 


Section 9.                                          Miscellaneous.


 


(a)                                  Specific
Performance. The Stockholder agrees that in the
event of any breach or threatened breach by the Stockholder of any covenant,
obligation or other provision contained in this Agreement, Parent and Merger
Subsidiary shall be entitled (in addition to any other remedy that may be
available to Parent or Merger Subsidiary) to: (a) a decree or order of specific
performance or mandamus to enforce the observance and performance of such
covenant, obligation or other provision; and (b) an injunction restraining such
breach or threatened breach.


 


(b)                                 Notices. Any notice or other communication required or
permitted to be delivered to Parent, Merger Subsidiary or the Stockholder under
this Agreement shall be in writing and shall be deemed properly delivered,
given and received when delivered to the address or facsimile telephone number
set forth beneath the name of such party below (or to such other address or
facsimile telephone number as such party shall have specified in a written
notice given to the other party):


 


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If to Parent or Merger Subsidiary, to:


 


Forest Oil Corporation


1600 Broadway


Suite 2200


Denver, Colorado  80202


Attention:  
General Counsel


Telephone: (303) 812-1400


Facsimile: 
(303) 812-1510


 


If to the Stockholder: to the address set
forth on the signature page hereto.


 


(c)                                  Severability. If any provision of this Agreement or any part of
any such provision is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c) the
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Agreement.


 


(d)                                 Governing
Law; Jurisdiction. This Agreement is made
under, and shall be construed and enforced in accordance with, the laws of the
State of Delaware applicable to agreements made and to be performed solely
therein, without giving effect to principles of conflicts of law. In any action
between the parties hereto, whether arising out of this Agreement or otherwise:
(a) each of the parties irrevocably and unconditionally consents and submits to
the jurisdiction and venue of the Chancery or other Courts of the State of
Delaware; (b) if any such action is commenced in a state court, then, subject to
applicable law, no party shall object to the removal of such action to any
federal court located in Delaware; (c) each of the parties irrevocably waives
the right to trial by jury; and (d) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid, to the address at which such party is to receive notice in
accordance with Section 9(b) hereof.


 


(e)                                  Waiver. No failure of any party to this Agreement to
exercise any power, right, privilege or remedy under this Agreement, and no
delay on the part of any such party in exercising any power, right, privilege
or remedy under this Agreement, shall operate as a waiver of such power, right,
privilege or remedy; and no single or partial exercise of any such power,
right, privilege or remedy shall preclude any other or further exercise thereof
or of any other power, right, privilege or remedy. No party to this Agreement
shall be deemed to have waived any claim arising out of this Agreement, or any
power, right, privilege or remedy under this Agreement, unless the waiver of
such claim, power, right, privilege or remedy is expressly set forth in a
written instrument duly executed and delivered by such person; and any such
waiver shall not be applicable or have any effect except in the specific
instance in which it is given.


 


11

















 


(f)                                    Attorneys’
Fees. If any legal action or other legal
proceeding relating to this Agreement or the enforcement of any provision of
this Agreement is brought against any other party to this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys’ fees, costs
and disbursements (in addition to any other relief to which the prevailing
party may be entitled).


 


(g)                                 Captions. The captions contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.


 


(h)                                 Entire
Agreement. This Agreement sets forth the entire
understanding of Parent, Merger Subsidiary and the Stockholder relating to the
subject matter hereof and supersedes all other prior agreements and
understandings between Parent, Merger Subsidiary and the Stockholder relating
to the subject matter hereof.


 


(i)                                     Non-exclusivity. The rights and remedies of any party to this
Agreement are not exclusive of or limited by any other rights or remedies which
such party may have, whether at law, in equity, by contract or otherwise, all
of which shall be cumulative (and not alternative).


 


(j)                                     Amendments. This Agreement may not be amended, modified, altered
or supplemented other than by means of a written instrument duly executed and
delivered on behalf of Parent, Merger Subsidiary and the Stockholder.


 


(k)                                  Assignment;
Binding Effect. Neither this Agreement nor any
of the interests or obligations hereunder may be assigned or delegated by any
party hereto without the prior written consent of the other parties, and any
attempted or purported assignment or delegation of any of such interests or
obligations without such consent shall be void. Subject to the preceding
sentence, this Agreement shall be binding upon each party’s heirs, estate,
executors, personal representatives, successors and assigns, and shall inure to
the benefit of each party and their successors and assigns. Without limiting
any of the restrictions set forth in Section 2 or elsewhere in this
Agreement, this Agreement shall be binding upon any Person to whom any Subject
Securities are Transferred until such time as is provided in clause (m)
below. Nothing in this Agreement is intended to confer on any Person (other
than Parent, Merger Subsidiary, the Stockholder and their successors and
assigns) any rights or remedies of any nature.


 


(l)                                     Expenses. Except as specifically provided elsewhere in this
Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such costs
and expenses.


 


(m)                               Termination. This Agreement shall automatically terminate and be
of no further force and effect on the Expiration Date; provided, however, that
the obligations of the Stockholder in Section 3(c), if applicable, will
survive for a period of ten months following the Expiration Date; provided, however,
that the termination of this Agreement shall not relieve any party from any
liability for any previous breach of this Agreement by such party.


 


12

















 


(n)                                 Public
Announcement. Except as required by Law, the
parties to this Agreement shall consult with the other parties or with such
other parties’ counsel before issuing any press release or otherwise making any
public statements with respect to the transactions contemplated by the Merger
Agreement and this Agreement.


 


(o)                                 Certain
Events. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Company Common Stock or the
acquisition of additional Company Common Stock or other securities or rights of
the Company by the Stockholder, through the exercise of options or otherwise,
the number of Subject Securities shall be adjusted appropriately, and this Agreement
and the obligations hereunder shall attach to any additional Company Common
Stock or other securities or rights of the Company issued to or acquired by the
Stockholder.


 


(p)                                 Stockholder
Capacity. No person executing this Agreement
(including, without limitation, such person’s representatives, designees or
affiliates) who is or becomes during the term hereof a director or officer of
the Company makes any agreement or understanding herein or is obligated
hereunder in his capacity as such director or officer.  The Stockholder executes this Agreement
solely in its capacity as the Owner of Subject Securities (as further set forth
on Schedule I hereto), and nothing herein shall limit or affect any
actions taken by the Stockholder (including, without limitation, such person’s
representatives, designees or affiliates) in that person’s capacity as an
officer or director of the Company.


 


(q)                                 Stop
Transfer Order; Legend. In furtherance of this
Agreement, concurrently herewith, the Stockholder shall, and hereby does
authorize the Company or its counsel to, notify the Company’s transfer agent
that there is a stop transfer order with respect to all of the Subject
Securities (and that this Agreement places limits on the voting and transfer of
such shares); provided that, the stop
transfer order shall not restrict or prohibit any Transfer of the Subject
Securities if such transfer is made pursuant to the Offer or such Transfer is
made at any time following the Expiration Date.


 


(r)                                    Counterparts. This Agreement may be executed by the parties in
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.


 


(s)                                  Construction.


 


(i)                                     For
purposes of this Agreement, whenever the context requires: the singular number
shall include the plural, and vice versa; the masculine gender shall include
the feminine and neuter genders; the feminine gender shall include the
masculine and neuter genders; and the neuter gender shall include masculine and
feminine genders.


 


(ii)                                  The
parties agree that any rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not be applied in the
construction or interpretation of this Agreement.


 


13

















 


(iii)                               As
used in this Agreement, the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be
deemed to be followed by the words “without limitation.”


 


(iv)                              Except
as otherwise indicated, all references in this Agreement to “Sections” and
“Exhibits” are intended to refer to Sections of this Agreement and Exhibits to
this Agreement.


 


(t)                                    Certain
Agreement. Stockholder agrees that in
connection with an Acquisition Proposal subject to Section 3(c) hereof,
Stockholder will not at a time when the Company is party to an agreement
providing for an Acquisition Proposal or when Stockholder has knowledge that
the Company intends to promptly enter into such an agreement, agree to accept a
lower consideration per share in connection with such Acquisition Proposal than
that paid to other stockholders of the Company if such agreement would result
in Parent receiving less a lesser amount pursuant to Section 3(c).


 


(u)                                 Consent. Stockholder consents to the execution delivery and
performance by WILP and Dimeling Schreiber and Park Reorganization Fund II,
L.P. of the other Stockholder Agreements, including the transfers of shares
contemplated thereby.


 


14

















 


IN WITNESS WHEREOF, Parent, Merger Subsidiary and the Stockholder have
caused this Agreement to be executed as of the date first written above.


 


	
  Forest Oil Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Newton W. Wilson III

  	
   

  
	
  Title:

  	
  Senior Vice President, General Counsel

  	
   

  
	
   

  	
  & Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TWOCO Acquisition Corp.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Newton W. Wilson III

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STOCKHOLDER:

  	
   

  
	
   

  	
   

  
	
  Wiser Investment Company, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  George K. Hickox, Jr., Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1629 Locust St.

  	
   

  
	
   

  	
  Philadelphia, PA  19103

  	
   

  
									



 


15

















 


Schedule I


 


	
  Stockholder

  	
   

  	
  Company
  Common 

  Stock Owned

  	
   

  	
  Company
  Warrants Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wiser Investment Company, LLC

  	
   

  	
  921,717

  	
   

  	
  741,716

  	
   

  



 


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