Exhibit 10.4


 


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 has previously entered into a voting agreement
with Wiser Investment Company, LLC (“WIC”) granting WIC certain voting


 


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rights with
respect to the Subject Securities.  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 voting agreements in favor of WIC existing on the date hereof and 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”) 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 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 termination of any voting agreement in
favor of WIC 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


 


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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 100% 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
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


 


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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 100% 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 WIC or Wiser
Investors, L.P. or their direct or indirect 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.


 


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


 


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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.


 


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.


 


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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
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 and WIC (which consents of the
Company and WIC have been obtained), are required for any Transfer, including
the execution of this Agreement.


 


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(ii)           Except for the
consent of the Company and WIC (which consents of the Company and WIC have 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 voting agreements and proxies in favor or WIC 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; and (b) 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.


 


(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.


 


(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


 


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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
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


 


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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):


 


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


 


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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.


 


(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


 


11

















 


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.


 


(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


 


12

















 


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.


 


(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).


 


13

















 


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:

  	
   

  
	
   

  	
   

  
	
  Dimeling, Schreiber and

  	
   

  
	
  Park Reorganization Fund II, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  DSP Investors, L.L.C.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Richard R. Schreiber, Member

  
	
   

  
	
   

  	
   

  
	
  Address:

  	
  1629 Locust St.

  
	
   

  	
  Philadelphia, PA  19103

  
									



 


14

















 


Schedule I


 


	
  Stockholder

  	
   

  	
  Company
  Common

  Stock Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dimeling, Schreiber and Park Reorganization
  Fund II, L.P.

  	
   

  	
  3,014,642

  	
   

  



 


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