DEED AND ASSIGNMENT AND BILL OF SALE

Exhibit 10.1

DEED AND ASSIGNMENT AND BILL OF SALE

This DEED AND ASSIGNMENT AND BILL OF SALE (“Assignment”) dated as of October 1, 2014, at 7:00 a.m., central standard time (“Effective Time”), is from BP America Production Company, a Delaware corporation, with an office at 501 WestLake Park Boulevard, Houston, Texas 77079, and Brammer Engineering, Inc., a Louisiana corporation, with an office at 400 Texas Street, Suite 600, Shreveport, Louisiana 71101 (collectively known as “Assignor” or “BP Group”, which also includes any references to Brammer Engineering, Inc., ARCO, Amoco and/or Vastar) to Forest Oil Corporation, a New York corporation, with an office at 707 17^th Street, Suite 3600, Denver, Colorado 80202 (“Assignee”) (Assignor and Assignee sometimes referred to individually a “Party” and collectively the “Parties”).

FOR good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby GRANTS, CONVEYS and ASSIGNS to Assignee all of Assignor’s right, title and interests (real, personal, mixed, contractual or otherwise) in, to and under or derived from the Properties, subject to the exclusions stated below. For purposes of this Assignment, “Properties” means:

provided however, the Properties do not include and Assignor expressly excepts, reserves and retains, unto itself, its affiliates, successors and assigns the assets and other matters listed on Exhibit “B” (“Excluded Properties”).

THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED. THE PROPERTIES ARE ASSIGNED “AS IS”, AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, ASSIGNOR MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OF THE PROPERTIES, FITNESS OF THE PROPERTIES FOR ANY PARTICULAR PURPOSE, CONDITION OF THE PROPERTIES AND CONFORMITY OF THE PROPERTIES TO MODELS OR SAMPLES OF MATERIALS.

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TO HAVE AND TO HOLD the Properties subject to the Permitted Encumbrances listed on Exhibit “D” and to the following terms and conditions:

These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including sole negligence, concurrent negligence, or strict liability), breach of duty (statutory or otherwise), violation of law, or other fault of Assignee Group, or any pre-existing defect.

These indemnity and defense obligations shall NOT apply to the extent of any gross negligence or willful misconduct on the part of Assignee Group.

NOTWITHSTANDING ANYTHING IN THIS ASSIGNMENT TO THE CONTRARY: (A) Assignor has no obligations under this Section 2(a) or otherwise for Claims in respect of NORM (as defined below) or asbestos and (B) with respect to any Claims, other than NORM, its obligations under this Section 2(a) terminate effective 12:01 a.m., December 31, 2015 as to any and all Claims not raised to Assignor in writing prior to December 31, 2014, after which Assignor shall have no obligations with respect to any Claims not so raised by Assignee and with respect to any other liabilities relating to the Properties except those matters expressly retained by Assignor; (C) in no event will Assignor have any liability hereunder or otherwise unless and until properly raised Claims exceed in aggregate $50,000 and then only for those Claims in excess of $50,000; and (D) in no event shall Assignor’s liabilities hereunder or otherwise exceed fifty percent of the purchase price paid by Assignee for the Properties. Assignee agrees to be solely responsible for all Claims and other liabilities of any kind up to $50,000 in aggregate and to be solely responsible for all Claims and other liabilities in excess of fifty percent of the purchase price of the Properties.

All of the foregoing notwithstanding, Assignor’s indemnity with respect to any Claims relating to interest and penalties on suspended proceeds for periods of time prior to the Effective Time shall survive indefinitely.

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Signatures and acknowledges follow on the next two pages

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EXECUTED on the date(s) shown in the acknowledgments below but effective as of the Effective Time.

BEFORE ME, the undersigned authority, on this day personally appeared Jeanine Haller Piskurich, Attorney-in-Fact for BP AMERICA PRODUCTION COMPANY, a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated.

Given under my hand and seal this 1^st day of October.

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BEFORE ME, the undersigned authority, on this day personally appeared Keith Evans, President of BRAMMER ENGINEERING, INC., a Louisiana corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated.

Given under my hand and seal this 1^st day of October.

BEFORE ME, the undersigned authority, on this day personally appeared Tim Savoy, Senior Vice President of FOREST OIL CORPORATION, a New York corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated as the act and deed of said corporation.

Given under my hand and seal this 1^st day of October.

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EXHIBIT “B”

TO ASSIGNMENT AND BILL OF SALE

BY AND BETWEEN

BP AMERICA PRODUCTION COMPANY

AND

Effective October 1, 2014

EXCLUDED PROPERTIES

1. Assignor’s, its predecessors and its affiliates fee mineral interests;

2. Assignor’s and its affiliates’ emails and general corporate books, records, and files even if containing references to the Properties;

3. books, records and files that are not transferable or cannot be disclosed under the terms of a third party agreement or law and information entitled to legal privilege, including attorney work product other than title opinions and attorney-client communications and information relating to and litigation or proceedings retained by Assignor;

4. economic projections and forecasts; personnel information; and income tax information;

5. proposals received from or communicated to third parties relating to the sale, purchase, farmin, farmout or other disposition with respect to the Properties and records of negotiations with third parties with respect thereto and economic analyses associated therewith;

6. contracts and licenses with third parties for technology development or for services, equipment and/or software, contracts for third party equipment, intellectual property or seismic used on or for the Properties;

7. vehicles (including trucks and associated contents);

8. rights to claim coverage or benefits under Assignor’s insurance policies or under bond, or award under any such insurance policy or bond, unless allowed pursuant to the terms and provisions of such policy;

9. any pipelines, equipment, facilities, agreements, easements, rights-of-way, subsurface leases, permits and any other rights (contractual or otherwise) owned by any affiliate of Assignor not used or useful in operations of the Properties;

10. surplus equipment, inventory and spare parts not located on the properties (whether or not held for use in connection with the Properties);

11. a concurrent interest in, to and under, or derived from the agreements, easements, rights-of-way, subsurface leases, permits and any other rights (contractual or otherwise) to the extent they relate to or affect interests that are not Properties;

12. Assignor Group’s names, marks and insignia and intellectual property, including patents, trade secrets, copyrights, trade marks and service marks;

13. all amounts due or payable to Assignor as adjustments or refunds under any contracts affecting the Properties for periods prior to the Effective Time (specifically including amounts recoverable from audits and the right to participate in audits affecting the Properties pertaining in whole or in part to periods prior to the Effective Time);

14. all right, title, claims and interests of Assignor which accrued prior to the Effective Time under any employment, consulting, office lease or accounting service contract;

15. all claims and causes of action by Assignor arising from acts, omissions or events, or damages to or destruction of property relating to the Properties to the extent related to periods prior to the Effective Time;

16. communications hardware, radios, radio frequencies/band width, leased radio tower space, field radio telemetry system, pressure transmitters, central processing equipment and software) and laptop computers used by personnel associated with the Properties;

17. all proceeds, benefits, refunds, settlement, income or revenue earned and attributable to the Properties prior to the Effective Time, and claims of Assignor for refunds of or losses carried forward with respect to taxes attributable to the Properties for any period prior to the Effective Time;

18. any and all proprietary seismic of Assignor pertaining to the Properties;

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19. any producing, drilling and construction overhead receipts by Assignor under operating agreements with third parties up to and including the date of Closing attributable to periods of time prior to Closing;

20. all litigation and/or arbitration proceedings affecting the Properties and Assignor that are pending as of the date of Closing to the extent they relate to actions or inactions by Assignor Group prior to date of Closing; and

21. all non-compliance matters that are pending as of the date of Closing before any governmental agency or authority pertaining to the Properties to the extent they arise from any actions or inactions by Assignor Group prior to the date of Closing.

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EXHIBIT “C”

TO ASSIGNMENT AND BILL OF SALE

BY AND BETWEEN

BP AMERICA PRODUCTION COMPANY, BRAMMER ENGINEERING, INC.

AND

FOREST OIL CORPORATION

Effective October 1, 2014

ACCOUNTING PROCEDURES

(a) All expenses and capital expenditures and taxes, including but not limited to excise taxes, state severance taxes, ad valorem taxes and any other local, state and federal taxes or assessments, except federal income tax (collectively “Taxes”) attributable to the Properties prior to the Effective Time are Assignor’s responsibility and shall be borne by Assignor. All revenues (including among other things producing, drilling and overhead costs payable to Assignor), income and deductions and credits and refunds pertaining to Taxes attributable to the Properties prior to the Effective Time belong to Assignor.

(b) All expenses and capital expenditures and Taxes attributable to the Properties after the Effective Time are Assignee’s responsibility and shall be borne by Assignee, and Assignee shall reimburse Assignor for such expenses, capital expenditures and Taxes paid by Assignor. All revenues, income, deductions, credits and refunds pertaining to the Properties attributable to periods of time after the Effective Time belong to Assignee.

(c) Whether charges and operating revenues are attributable to periods before or after the Effective Time will be determined in accordance with United States generally accepted accounting principles (as published by the Financial Accounting Standards Board) and Council of Petroleum Accountants Societies (COPAS) standards, based on the accrual method of accounting.

(d) In the event that the aggregate amount of the gas imbalances as of the Effective Time is 3,000 (three thousand) mmbtu (million BTU) or less, the gas imbalance will be deemed to be zero for final settlement purposes. In the event that the Assignor is under produced by more than 3,000 mmbtu, Assignee will pay Assignor an amount equal to the average price per mmbtu received for gas produced and sold from the Properties in the month prior to the Effective Time times the total amount under produced. In the event that the Assignor is over produced by more than 3,000 mmbtu, Assignor will pay Assignee an amount equal to the average price per mmbtu received for gas produced and sold from the Properties in the month prior to the Effective Time times the total amount over produced.

(a) As soon as reasonably practicable but no later than 60 days after Assignee receives the Final Accounting Statement, Assignee may deliver to Assignor a written report containing any changes Assignee proposes to such statement. Any adjustments covered by the Final Accounting Statement as delivered by Assignor to which Assignee fails to object in the written report within the 60 day time period will be deemed correct and final and binding on the Parties and not subject to further review, audit or arbitration.

(b) As soon as reasonably practicable, but no later than 45 days after Assignor receives Assignee’s written report, the Parties shall meet to attempt to agree on any adjustments to the Final Accounting Statement. If the Parties fail to agree on final adjustments within the 45 day period, any Party may submit the disputed items to Deloitte & Touche, LLP unless the Parties agree prior to the date of Closing to use another nationally recognized United States-based accounting firm who is independent of each Party (“Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within 30 days after its receipt of materials pertaining to the dispute (and each Party shall use its reasonable efforts to deliver such materials promptly to the Accounting Referee).

(c) The Final Account Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed adjustments submitted by each Party and may not award damages or penalties to each Party with respect to any matter. Assignor and Assignee shall share equally the Accounting Referee’s fees and expenses.

(d) Any amounts owed by a Party to another Party under the Final Accounting Settlement shall be paid within 30 days after the earlier of: (i) the date on which the amounts are agreed by the Parties, and (ii) the date that the Parties receive the Accounting Referee’s decision; and the revenues and expenses included in the Final Accounting Settlement shall be final and binding on the Parties and not subject to further review, audit or arbitration.

(b) Assignor shall reimburse Assignee for any and all pre-Effective Time expenses paid by Assignee (to the extent not accounted for in the Final Accounting Settlement); and Assignee shall reimburse Assignor for any and all post-Effective Time expenses paid by Assignor (to the extent not accounted for in the Final Accounting Settlement).

(c) The Party responsible for making payments pursuant to the above provisions shall make full payment to any other Party within 90 days after receipt of the revenues in question or after receipt of a copy of the applicable invoice and proof that such invoice was paid for the expenses in question, as the case may be.

EXHIBIT “D”

TO ASSIGNMENT AND BILL OF SALE

BY AND BETWEEN

BP AMERICA PRODUCTION COMPANY,

BRAMMER ENGINEERING, INC.

AND

FOREST OIL CORPORATION

Effective October 1, 2014

Permitted Encumbrances

(a) royalties, overriding royalties, sliding scale royalties, production payments, reversionary interests, convertible interests, net profits interests and similar burdens encumbering any Property;

(b) consents to assignment and similar contractual provisions affecting the Properties and preferential rights to purchase and similar contractual provisions affecting the Properties;

(c) rights to consent by, required notices to and filings with any governmental entities or authorities associated with the conveyance of the Properties;

(d) terms and conditions of governmental licenses and permits affecting the Properties and rights reserved to or vested in a governmental entity or authority having jurisdiction over the Properties, and all Laws of such governmental entities or authorities;

(e) easements, rights-of-way, surface leases, grazing rights, logging rights, ponds, lakes, waterways, canals, ditches, reservoirs, equipment, pipelines, utility lines, railways, streets, roads and structures on, over, under and through the Properties;

(f) terms and conditions of unitizations, communitizations, poolings, and other agreements and instruments, licenses and permits affecting the Properties;

(g) liens for taxes or assessments not yet delinquent or, if delinquent, being contested by Assignor and operator liens for obligations not yet delinquent or, if delinquent, being contested by Assignor;

(i) suspense funds held by Assignor in respect of the Properties;

(j) any matters that Assignee waives or has waived in writing;

(k) matters listed on Exhibit “A” or otherwise disclosed prior to the Effective Time;

(l) such defects or irregularities in the title that do not materially interfere with the ownership, operation, or use of the Properties affected thereby as such Properties were owned, operated and used as of the Effective Time;

(m) that certain Gas Gathering and Processing Agreement between BP and Enbridge G & P (East Texas) L.P. dated June 1, 2011, and as amended via Amendatory Agreement 1 dated October 1, 2012 and Amendatory Agreement #2 dated June 1, 2013;

(n) that certain Gas Gathering, Processing and Purchase Agreement dated July 1, 2013 between Enbridge G & P (East Texas) L.P. and Brammer Engineering, Inc.; and

(o) all gas imbalances as of the Effective Time.

EXHIBIT “E”

TO ASSIGNMENT AND BILL OF SALE

BY AND BETWEEN

BP AMERICA PRODUCTION COMPANY,

BRAMMER ENGINEERING, INC.

AND

FOREST OIL CORPORATION

Effective October 1, 2014

BINDING ALTERNATIVE DISPUTE PROCEDURES

2. Mediation. If the dispute has not been resolved within thirty days after a Party’s receipt of the notice provided in Article 1(a) and except as otherwise provided in the last sentence of Article 1(b), any Party may initiate mediation of the dispute by sending the other Parties a written request that the dispute be mediated. The Parties receiving such a written request will promptly respond to the requesting Party so that all Parties can jointly select a neutral and impartial mediator and schedule the mediation session. The dispute shall be mediated before a neutral, third party mediator applying by reference the Commercial Mediation Procedures of the American Arbitration Association within thirty days after a Party’s receipt of the written request for mediation. If, within thirty days after a Party’s receipt of the mediation notice, the Parties do not jointly select such mediator or do not jointly schedule a mediation session or attend the scheduled mediation session, or if the mediation session conducted pursuant to this Article 2 does not result in resolution of the dispute in question within five days after such conclusion of the mediation session, then any Party may proceed to arbitration under Article 3 below.

3. Arbitration. Any dispute not resolved by agreement of the Parties pursuant to Article 1 or Article 2 above will be resolved exclusively through final and binding arbitration using three arbitrators applying by reference the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article and the Commercial Arbitration Rules or the Federal Arbitration Act, this Article shall control.