Amendment No. 1 to Second Amended and Restated Promissory Note between Canadian Forest Oil Ltd. and Forest Oil Corporation

Exhibit 10.10

Amendment No. 1 to

Second Amended and Restated Promissory Note

of

Canadian Forest Oil Ltd.

WHEREAS, the Canadian Forest Oil Ltd. (the “Corporation”) previously has executed and delivered a Second Amended and Restated Promissory Note (the “Promissory Note”), payable to Forest Oil Corporation, as the Holder (“Forest”), in the maximum principal amount of US$200,000,000; and

WHEREAS, the Corporation and Forest now wish to amend the Promissory Note to increase the maximum principal amount thereof to $250,000,000.

NOW, THEREFORE, the Promissory Note shall be amended as follows:

1.                                      Effective as of May 13, 2010, all references to the aggregate principal amount that may be outstanding under the Promissory Note shall be increased to $250,000,000.

2.                                      The Promissory Note, as amended hereby, is ratified and reaffirmed in all respects.

IN WITHNESS WHEREOF, the Corporation has hereunto set its hand effective for all purposes.

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