EXHIBIT 4.3
SECOND SUPPLEMENTAL INDENTURE dated as of September 12, 1997,
between FOREST OIL CORPORATION, a New York corporation ("Forest"),
611852 SASKATCHEWAN LTD., a Saskatchewan, Canada corporation (the
"Subsidiary Guarantor") and STATE STREET BANK AND TRUST COMPANY (as
successor in interest to Fleet National Bank of Connecticut (formerly
known as Shawmut Bank Connecticut, National Association)), as trustee
(the "Trustee").
WHEREAS there has heretofore been executed and delivered to the Trustee
an Indenture dated as of September 8, 1993 (the "Original Indenture" and, as
it has been amended by the First Supplemental Indenture dated as of February
8, 1996 (the "First Supplemental Indenture") among Forest, the Subsidiary
Guarantor and the Trustee and may be amended or supplemented from time to
time by one or more indentures supplemental thereto entered into pursuant to
the applicable provisions thereof, the "Indenture"), providing for the
issuance of Forest's 11-1/4% Senior Subordinated Notes Due 2003 (the
"Securities");
WHEREAS there are now outstanding under the Indenture Securities in the
aggregate principal amount of $100 million;
WHEREAS Section 9.02 of the Indenture provides that Forest and the
Trustee may amend the Indenture with the written consent of the Holders of
not less than a majority in aggregate principal amount of the Securities then
outstanding;
WHEREAS Forest desires to amend certain provisions of the Indenture, as
set forth in Article One hereof;
WHEREAS the Holders of at least a majority in aggregate principal amount
of the Securities outstanding have consented to the amendments effected by
this Second Supplemental Indenture; and
WHEREAS all things necessary to make this Second Supplemental Indenture
a valid agreement, in accordance with its terms, have been done.
NOW THEREFORE, this Second Supplemental Indenture witnesseth that, for
and in consideration of the premises, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities, as
follows:
ARTICLE I
AMENDMENTS TO INDENTURE
SECTION 1.01. WAIVER OF AND AMENDMENTS TO ARTICLES FOUR AND FIVE. (a)
The application of the provisions of Sections 4.09, 4.10, 4.11, 4.13, 4.14,
4.15, 4.16, 4.17 and 5.01(4) of the Original Indenture are hereby waived to
the extent that such provisions might otherwise interfere with the ability of
Forest and its Affiliates to enter into agreements contemplated by, and to
consummate, (i) the Offer and Consent Solicitation as set forth in the Offer
to Purchase and Consent Solicitation Statement and accompanying Consent and
Letter of Transmittal dated as of August 28, 1997, and any amendments,
modifications or supplements thereto (the "Offer and Consent Solicitation")
and (ii) the offer and sale of one or more new issues of senior subordinated
debt securities by Canadian Forest Oil Ltd. ("Canadian Forest"), a Restricted
Subsidiary of Forest, and the unconditional guarantee of Canadian Forest's
obligations thereunder by Forest and its other subsidiaries.
(b) Effective upon the date Forest accepts for purchase and pays for
all Securities validly tendered pursuant to the Offer and Consent
Solicitation (the "Payment Date"), unless, prior to that time, Forest, by
written notice to the Trustee, has terminated this Second Supplemental
Indenture, Sections 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17 and
5.01(4) of the Original Indenture are hereby amended by deleting all such
sections and all references thereto in their entirety, including without
limitation all references, direct or indirect, thereto in Section 6.01,
"Events of Default".
ARTICLE II
MISCELLANEOUS
SECTION 2.01. INSTRUMENTS TO BE READ TOGETHER. This Second Supplemental
Indenture is an indenture supplemental to and in implementation of the
Original Indenture, and said Original Indenture and this Second Supplemental
Indenture shall henceforth be read together.
SECTION 2.02. CONFIRMATION. The Indenture as amended and supplemented by
this Second Supplemental Indenture is in all respects confirmed and
preserved.
SECTION 2.03. TERMS DEFINED. Capitalized terms used in this Second
Supplemental Indenture and not otherwise defined herein shall have the
respective meanings set forth in the Original Indenture.
SECTION 2.04. HEADINGS. The headings of the Articles and Sections of
this Second Supplemental Indenture have been inserted for convenience of
reference only, and are not to be considered a part hereof and shall in no
way modify or restrict any of the terms and provisions hereof.
SECTION 2.05. GOVERNING LAW. The laws of the State of New York shall
govern this Second Supplemental Indenture.
SECTION 2.06. COUNTERPARTS. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.07. EFFECTIVENESS; TERMINATION. The provisions of this Second
Supplemental Indenture will take effect immediately upon its execution and
delivery by the Trustee in accordance with the provisions of Sections 9.02
and 9.05 of the Indenture; PROVIDED that the amendments to the Original
Indenture set forth in Section 1.01 of this Second Supplemental Indenture
shall become operative as specified in Section 1.01 hereof. Prior to the
Payment Date, Forest may terminate this Second Supplemental Indenture upon
written notice to the Trustee (it being understood that Forest may,
subsequent thereto, enter into a substitute second supplemental indenture).
SECTION 2.08. ACCEPTANCE BY TRUSTEE. The Trustee accepts the amendments
to the Original Indenture effected by this Second Supplemental Indenture and
agrees to execute the trusts created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture.
SECTION 2.09. RESPONSIBILITY OF TRUSTEE. The recitals contained herein
shall be taken as the statements of Forest, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Second Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first written
above.
FOREST OIL CORPORATION,
Attest: By /S/ V. XXXXX XXXXXXXX
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Name: V. Xxxxx Xxxxxxxx
Title: Vice President
611852 SASKATCHEWAN LTD.
Attest: By /S/ V. XXXXX XXXXXXXX
----------------------------
Name: V. Xxxxx Xxxxxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
Attest: By /S/ XXXXX X. XXXXXX
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
