EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of September 26, 1997 between 611852
SASKATCHEWAN LTD., a corporation duly organized and validly existing under
the laws of the Province of Saskatchewan, Canada (the "COMPANY"); each of the
lenders that is a signatory hereto (individually, a "LENDER" and,
collectively, the "LENDERS"); and THE CHASE MANHATTAN BANK OF CANADA, as
administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the "ADMINISTRATIVE AGENT").
The Company, the Lenders and the Administrative Agent are parties to
a Second Amended and Restated Credit Agreement dated as of April 1, 1997 as
amended by Amendment No. 1 dated as of August 19, 1997 (as heretofore further
modified and supplemented and in effect on the date hereof, the "SECOND
AMENDED AND RESTATED CREDIT AGREEMENT"), providing, subject to the terms and
conditions thereof, for extensions of credit (by making of loans and issuing
letters of credit) to be made by said Lenders to the Company in an aggregate
principal or face amount not exceeding C$165,000,000. The Company, the
Lenders and the Administrative Agent wish to amend the Second Amended and
Restated Credit Agreement in certain additional respects, and accordingly,
the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 2, terms defined in the Second Amended and Restated Credit
Agreement are used herein as defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but effective as of the
date hereof, the Second Amended and Restated Credit Agreement shall be
further amended as follows:
2.01. References in the Second Amended and Restated Credit
Agreement (including references to the Second Amended and Restated Credit
Agreement amended hereby) to "this Agreement" (and indirect references such
as "hereunder", "hereby", "herein", and "hereof") shall be deemed to be
references to the Second Amended and Restated Credit Agreement as amended and
as further amended hereby.
2.02. The following definitions are hereby added in alphabetical
order in Section 1.01 of the Second Amended and Restated Credit Agreement:
"AMENDMENT NO. 2" shall mean Amendment No. 2 dated as
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of September 26, 1997 to this Agreement.
"CANADIAN FOREST INDENTURE" shall mean the Indenture dated as of
September 29, 1997 among Forest, as guarantor, Canadian Forest, as issuer,
and State Street Bank and Trust Company, as trustee, as the same shall,
subject to Section 8.17 hereof, be modified and supplemented and in effect
from time to time.
"CANADIAN FOREST SENIOR SUBORDINATED DEBT" shall mean the
Indebtedness of Canadian Forest evidenced by and in respect of the Canadian
Forest Senior Subordinated Notes issued pursuant to the Canadian Forest
Senior Subordinated Debt Documents.
"CANADIAN FOREST SENIOR SUBORDINATED DEBT DOCUMENTS" shall mean all
documents and agreements executed and delivered in connection with the
original issuance of the Canadian Forest Senior Subordinated Notes, including
the Canadian Forest Indenture.
"CANADIAN FOREST SENIOR SUBORDINATED NOTES" shall mean Canadian
Forest's 8 3/4% Senior Subordinated Notes due 2007 in an aggregate principal
amount not to exceed US$125,000,000.
2.03 Section 9.01 of the Second Amended and Restated Credit
Agreement shall be amended by deleting ";or" at the end of clause "(k)"
therein, and inserting the following:
", or, at any time that the guarantee granted by Forest pursuant to
the Canadian Forest Senior Subordinated Debt is in effect or, pursuant to
the terms of the Canadian Forest Indenture, is required to be in effect
(unless such provision has been waived in accordance with the Canadian
Forest Indenture), an "Event of Default" as defined in the Canadian Forest
Indenture has occurred and is continuing; or"
2.04. The opening paragraph of Section 11.17 of the Second
Amended and Restated Credit Agreement shall be deleted and the following
substituted therefor:
"11.17. ACKNOWLEDGEMENT OF PRIORITY OF INDEBTEDNESS. The Company
represents and warrants to the Lenders and the Administrative Agent that:
(a) the Indebtedness hereunder and under the other Loan Documents is (i)
"Senior Indebtedness of the Company" and "Senior Indebtedness of a
Subsidiary Guarantor", as applicable, for the purposes of the Forest
Indenture and (ii) "Designated Senior Indebtedness" for the purposes of the
Canadian Forest Indenture; and"
Section 3. CONSENT. The Administrative Agent and the Lenders
consent to the amendments, waivers and consents contained in the Amendment
No. 3 to the
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U.S. Credit Agreement and in the Amendment No. 2 to the Canadian Forest
Credit Agreement.
Section 4. REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the Lender Group that the representations and warranties set
forth in Section 7 of the Second Amended and Restated Credit Agreement are
true and complete on the date hereof (unless otherwise limited to an earlier
date) as if made on and as of the date hereof and as if each reference in said
Section 7 to "this Agreement" included a reference to this Amendment No. 2.
Section 5. CONDITIONS PRECEDENT. As provided in Sections 2 and 3
above, the amendments to the Second Amended and Restated Credit Agreement set
forth in said Section 2 and the consent in said Section 3 shall become
effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
5.01. EXECUTION BY ALL PARTIES. This Amendment No. 2 shall have
been executed and delivered by each of the parties hereto.
5.02. CANADIAN FOREST SENIOR SUBORDINATED NOTES. The Canadian
Forest Indenture and the Guarantee granted by Forest in relation thereto
shall be in form and substance satisfactory to the Administrative Agent.
5.03. OTHER DOCUMENTS. The Administrative Agent shall have
received such other documents, certificates and opinions as the
Administrative Agent or any Lender or special counsel to Chase Canada may
reasonably request.
Section 6. MISCELLANEOUS. Except as herein provided, the Second
Amended and Restated Credit Agreement shall remain unchanged and in full
force and effect. This Amendment No. 2 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this
Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall
be governed by, and construed in accordance with, the laws of the Province of
Alberta and the laws of Canada applicable therein.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed and delivered as of the day and year first above
written.
611852 SASKATCHEWAN LTD.
By
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Title:
Address for Notices:
611852 SASKATCHEWAN LTD.
c/o Canadian Forest Oil Ltd.
000, 000-Xxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx XXX 0X0
Xxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Vice President-Finance
with a copy to:
Forest Oil Corporation
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: Vice President and Treasurer
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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LENDERS
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THE CHASE MANHATTAN BANK OF CANADA
By
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Title:
By
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Title:
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ROYAL BANK OF CANADA
By
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Title:
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BANK OF MONTREAL
By
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Title:
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CREDIT LYONNAIS CANADA
By
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Title:
Page 0
XXX XXXXX XXXXXXXXX XXXX XX XXXXXX
as Administrative Agent
By
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Title:
By
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Title:
Address for Notices to
Chase Canada as Administrative Agent:
1 First Canadian Place
000 Xxxx Xxxxxx Xxxx
Xxxxx 0000, X.X. Xxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Attention: Vice President Corporate
Finance
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to:
The Chase Manhattan Bank
One Chase Xxxxxxxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
