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EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of September 26, 1997 between FOREST OIL
CORPORATION, a corporation duly organized and validly existing under the laws of
the State of New York (the "COMPANY"); each of the Subsidiaries of the Company
that becomes a guarantor pursuant to Section 9.16 of the Second Amended and
Restated Credit Agreement (as defined below) (individually, a "SUBSIDIARY
GUARANTOR" and, collectively, the "SUBSIDIARY GUARANTORS" and, together with the
Company, the "OBLIGORS"); each of the lenders that is a signatory hereto
(individually, a "BANK" and, collectively, the "BANKS"); CHRISTIANIA BANK OG
KREDITKASSE, as co-agent for the Banks (in such capacity together with its
successors in such capacity, the "CO-AGENT") and THE CHASE MANHATTAN BANK, a New
York bank, as agent for the Banks (in such capacity, together with its
successors in such capacity, the "AGENT").
The Company, the Banks, the Co-Agent and the Agent are parties to a
Second Amended and Restated Credit Agreement dated as of January 31, 1997, as
amended by Amendment No. 1 and Waiver dated April 1, 1997 and as further amended
by Amendment No. 2 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 Banks to the Company in an aggregate principal or
face amount not exceeding $130,000,000. The Obligors, the Banks, the Co-Agent
and the Agent wish to amend the Second Amended and Restated Credit Agreement in
certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 3, 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
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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. 3" shall mean Amendment No. 3 dated as of
September 26, 1997 to this Agreement.
"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
Indenture dated as of September 29, 1997 among the Company, as guarantor,
Canadian Forest, as issuer, and State Street Bank and Trust Company, as trustee,
as the same shall, subject to Section 9.17 hereof, be modified and supplemented
and in effect from time to time.
"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 $125,000,000.
2.03. Section 8.14(c) of the Second Amended and Restated Credit
Agreement is amended in its entirety as follows:
"(c) None of the Restricted Subsidiaries of the Company, other than
Forest I Development Company and Canadian Forest, is, on the date of
Amendment No. 3, subject to any indenture, agreement, instrument or
other arrangement of the type described in the last sentence of
Section 9.15 hereof other than, in the case of Canadian Forest, as
provided in the Canadian Forest Senior Subordinated Debt Documents."
2.04. Section 9.07(a) of the Second Amended and Restated Credit
Agreement is amended by (x) amending clause (iii) therein in its entirety as
follows:
"(iii) Subordinated Indebtedness; provided that on and after the 15th
Business Day following the issuance of the Canadian Forest Senior
Subordinated Notes, the aggregate principal amount of the Senior
Subordinated Debt outstanding shall not exceed $11,000,000,"
and (y) by adding a new paragraph (vii) therein as set forth below, changing the
existing paragraph "(vii)" to paragraph "(viii)" and deleting the word "and" at
the end of paragraph (vi) therein:
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"(vii) the Canadian Forest Senior Subordinated Debt and the Guarantee
thereof as contemplated in the Canadian Forest Senior Subordinated Debt
Documents; and".
2.05. Section 9.15 of the Second Amended and Restated Credit
Agreement is amended by amending the last sentence therein in its entirety as
follows:
"The Company will not and will not permit any of its Restricted
Subsidiaries to enter into any indenture, agreement, instrument or
other arrangement (other than the Indenture included in the Senior
Subordinated Debt Documents as initially in effect, the Indenture
included in the Canadian Forest Senior Subordinated Debt Documents and
the Guarantee granted by Forest in relation thereto each as initially
in effect, the Funding Credit Agreement as initially in effect and the
other Loan Documents (as defined therein) and the Canadian Forest Oil
Credit Agreement as initially in effect and the other Loan Documents
(as defined therein)) that, directly or indirectly, prohibits or
restrains, or has the effect of prohibiting or restraining, or imposes
materially adverse conditions upon, the incurrence or payment of
Indebtedness of the Company and its Restricted Subsidiaries, the
granting of Liens, the declaration or payment of dividends, the making
of loans, advances or Investments or the sale, assignment, transfer or
other disposition of Property."
2.06. Section 9.17 of the Second Amended and Restated Credit
Agreement is amended by (x) adding the phrase "or Canadian Forest Senior
Subordinated Debt" after the phrase "Senior Subordinated Debt" in clause (ii)
therein and (y) adding a new clause "(v)" immediately preceding clause "(w)"
therein as follows:
"(v) the principal amount of the Indebtedness issued in exchange for
or the proceeds of which are used to repay, refund, refinance or discharge
or otherwise retire such Canadian Forest Senior Subordinated Debt does
exceed the principal amount of such Canadian Forest Senior Subordinated
Debt being refinanced;".
2.07. Section 12 of the Second Amended and Restated Credit
Agreement is amended by inserting a new Section 12.15 as follows:
"12.15. ACKNOWLEDGEMENT OF PRIORITY OF INDEBTEDNESS. The Company
represents and warrants to the Banks and the Agent that the
Indebtedness hereunder and under the other Basic Documents is (a)
"Senior Indebtedness of the Company" and "Senior Indebtedness of a
Subsidiary Guarantor", as applicable, for the purposes of the
Indenture
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dated as of September 8, 1993 between the Company and State Street
Bank and Trust Company (as successor to Shawmut Bank Connecticut,
National Association), as supplemented and (b) "Designated Senior
Indebtedness" for the purposes of the Indenture dated as of
September 29, 1997 between Canadian Forest and State Street Bank
and Trust Company, as trustee, as both shall, subject to Section
9.17 hereof, be modified and supplemented and in effect from time
to time."
2.08. Schedule I of the Second Amended and Restated Credit Agreement,
as in effect prior to the effectiveness of this Amendment No. 3, shall be
replaced with Schedule I to this Amendment No. 3.
2.09. Schedule III of the Second Amended and Restated Credit
Agreement, as in effect prior to the effectiveness of this Amendment No. 3,
shall be replaced with Schedule III to this Amendment No. 3.
Section 3. WAIVER AND CONSENT. (a) The Company has informed the
Agent, the Co-Agent and the Banks that on August 28, 1997, the Company commenced
a tender offer for all $100,000,000 of the outstanding principal amount of the
Senior Subordinated Debt and a solicitation of consents to certain amendments to
the related Indenture (the "TENDER OFFER"). The Company has heretofore given
the Agent, the Co-Agent and the Banks notice of the Tender Offer and supplied to
the Agent true and complete copies of the documents evidencing the Tender Offer.
Subject to the satisfaction of the conditions precedent specified in Section 5
below, but with effect on and after the date hereof, the Agent, the Co-Agent and
each of the Banks party hereto hereby waive compliance by the Company with the
terms of Section 9.01(d) of the Second Amended and Restated Credit Agreement for
the sole purpose of the Tender Offer.
(b) The Company has informed the Agent, the Co-Agent and the Banks
that it intends to use some of the proceeds from the issuance of the Canadian
Forest Senior Subordinated Debt to fund the Tender Offer, which may constitute a
refinancing of the Senior Subordinated Debt. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but with effect on and after
the date hereof, the Agent, the Co-Agent and each of the Banks party hereto
hereby waive compliance by the Company with the terms of Section 9.07(a)(vii) of
the Second Amended and Restated Credit Agreement for the sole purpose of
allowing the Company to use some of the proceeds from the issuance of the
Canadian Forest Senior Subordinated Debt to fund the Tender Offer.
(c) Subject to the satisfaction of the conditions precedent specified
in Section 5 below, but with effect on and after the date hereof, the Agent, the
Co-Agent and each of the Banks party hereto hereby waive compliance by the
Company with the terms of Section 9.17 of the Second Amended and Restated Credit
Agreement for the
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sole purpose of allowing the Company to perform the transactions described in
paragraphs (i) through (iv) below: (i) the Company's Tender Offer, (ii) the
Company's repurchase of the Senior Subordinated Debt pursuant to the Tender
Offer, (iii) the Company depositing amounts sufficient to repurchase all of
the Senior Subordinated Debt in an account held with the Trustee under the
Indenture dated as of September 8, 1993 for the Senior Subordinated Debt, and
(iv) amendment, supplement or modification by the Company of the Indenture
included in the Senior Subordinated Debt Documents as contemplated by the
documents evidencing the Tender Offer.
(d) The Agent, the Co-Agent and the Banks consent to the amendments,
waivers and consents contained in the Amendment No. 2 to the Canadian Forest
Credit Agreement and in the Amendment No. 2 to the Funding 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 8 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 8
to "this Agreement" included reference to this Amendment No. 3.
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 waivers 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. 3 shall have been
executed and delivered by each of the parties hereto.
5.02. CANADIAN FOREST SENIOR SUBORDINATED NOTES. The indenture
pursuant to which the Canadian Forest Senior Subordinated Notes are to be issued
and the Guarantee granted by Forest in relation thereto shall be in form and
substance satisfactory to the Agent.
5.03. CANADIAN FOREST AMENDMENT AGREEMENT. The Amendment No. 2 to
the Canadian Forest Credit Agreement shall have been executed and delivered by
each of the parties thereto.
5.04. OPINION OF COUNSEL. Xxxxxx & Xxxxxx L.L.P., special New York
counsel to the Company shall have provided an opinion to the Agent, the Co-Agent
and the Banks, stating that each of the Canadian Forest Senior Subordinated Debt
Documents has been duly authorized, executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company and Canadian
Forest and is otherwise in form and substance satisfactory to the Agent.
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5.05. OTHER DOCUMENTS. The Agent shall have received such other
documents as the Agent or any Bank or special New York counsel to Chase 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. 3 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. 3 by
signing any such counterpart. This Amendment No. 3 shall be governed by, and
construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to be duly executed and delivered as of the day and year first above
written.
FOREST OIL CORPORATION
By
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Title:
Address for Notices:
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
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BANKS
THE CHASE MANHATTAN BANK
By
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Title:
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CHRISTIANIA BANK OG KREDITKASSE
By
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By
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Title:
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BANK OF MONTREAL
By
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Title:
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ROYAL BANK OF CANADA
By
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Title:
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THE CHASE MANHATTAN BANK
as Agent
By
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Title:
Address for Notices to
Chase as Agent:
The Chase Manhattan Bank
One Chase Xxxxxxxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Agency Services,
Xxxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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CHRISTIANIA BANK OG KREDITKASSE,
as Co-Agent
By
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Title:
Address for Notices to
Christiania as Co-Agent:
Christiania Bank OG Kreditkasse
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: First Vice President
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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SCHEDULE I
MATERIAL AGREEMENTS AND LIENS
(Sections 8.12 and 9.07(b))
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SCHEDULE III
SUBSIDIARIES AND INVESTMENTS
(Sections 8.15 and 9.08(a))
