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EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of September 26, 1997 between CANADIAN FOREST
OIL LTD., a corporation duly amalgamated and validly existing under the laws of
Alberta, Canada ("CANADIAN FOREST"); PRODUCERS MARKETING LTD., an Alberta
corporation and a Wholly Owned Subsidiary of Canadian Forest ("PROMARK") and
each of the other Subsidiaries of Canadian Forest that becomes a borrower
pursuant to Section 8.27 of the Second Amended and Restated Credit Agreement
(individually a "SUBSIDIARY BORROWER" and collectively with Canadian Forest, the
"BORROWERS"); and 611852 SASKATCHEWAN LTD. (the "LENDER").
Canadian Forest, a Wholly Owned Subsidiary of 3189503 Canada Ltd.,
ProMark and the Lender are parties to a Second Amended and Restated Credit
Agreement dated as of April 1, 1997 and as amended by Amendment No. 1 dated as
of August 19, 1997 (as heretofore amended 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 Lender to the
Borrowers in an aggregate principal or face amount not exceeding C$165,000,000.
The Borrowers and the Lender 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. 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 4 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:
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"AMENDMENT NO. 2" shall mean Amendment No. 2 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 Forest, as guarantor, Canadian
Forest, as issuer, and State Street Bank and Trust Company, as trustee, as the
same shall, subject to Sections 8.12 and 8.18 hereof, be modified and
supplemented and in effect from time to time.
"CANADIAN FOREST SENIOR SUBORDINATED NOTES" shall mean Canadian
Forest's 83/4% Senior Subordinated Notes due 2007 in the aggregate principal
amount of US$125,000,000.
2.03. The definition of "Subordinated Indebtedness" in Section 1.01
of the Second Amended and Restated Credit Agreement is amended by adding the
following at the end of such definition (prior to the period): "and shall
include, without limitation, the Canadian Forest Senior Subordinated Debt".
2.04. Section 8.07 of the Second Amended and Restated Credit
Agreement is amended by adding a new clause (i) therein as set forth below,
changing the existing clause "(i)" to clause "(j)" and deleting the word "and"
at the end of clause (h) therein:
"(i) the Canadian Forest Senior Subordinated Debt; and"
2.05. Section 8.16(b) of the Second Amended and Restated Credit
Agreement shall be deleted and the following substituted therefor:
"(b) CERTAIN RESTRICTIONS. Other than (i) the Loan Documents, (ii) any
documents in favor of the Agent or the lenders under the Funding Credit
Agreement, (iii) the Canadian Forest Senior Subordinated Debt Documents and
(iv) in the case of ProMark, the BOM Agreement, no Borrower will permit any
of its Subsidiaries to enter into, after the date hereof, any indenture,
agreement, instrument or other arrangement 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, 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."
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2.06. Schedule I to the Second Amended and Restated Credit Agreement,
as in effect prior to the effectiveness of this Amendment No. 2, shall be
replaced with Schedule I to this Amendment No. 2.
Section 3. REPRESENTATIONS AND WARRANTIES. Each Borrower represents
and warrants to the Lender 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 4. CONDITIONS PRECEDENT. As provided in Section 2 above, the
amendments to the Second Amended and Restated Credit Agreement set forth in said
Section 2 shall become effective, as of the date hereof, upon the satisfaction
of the following conditions precedent:
4.01. EXECUTION BY ALL PARTIES. This Amendment No. 2 shall have been
executed and delivered by each of the parties hereto.
4.02. 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.
4.03. FOREST AMENDMENT AGREEMENT. The Amendment No. 3 to the U.S.
Credit Agreement shall have been executed and delivered by each of the parties
thereto.
4.04. OPINIONS OF COUNSEL. Xxxxxxx Xxxxx Verchere, special Canadian
counsel to Canadian Forest in connection with the Canadian Forest Senior
Subordinated Debt Documents shall have provided an opinion to each of the
Lenders under the Funding Credit Agreement stating that each of the Canadian
Forest Senior Subordinated Debt Documents have been duly authorized executed and
delivered by Canadian Forest and Xxxxxx & Xxxxxx L.L.P., special New York
counsel to Canadian Forest shall have provided an opinion to each of the Lenders
under the Funding Credit Agreement stating that each of the Canadian Forest
Senior Subordinated Debt Documents constitute the legal, valid and binding
obligation of Canadian Forest and Forest and each such opinion shall otherwise
be in form and substance satisfactory to the Agent.
4.05. OTHER DOCUMENTS. The Agent shall have received such other
documents, certificates and opinions as the Agent or any Canadian Lender or
special counsel to Chase Canada may reasonably request.
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Section 5. 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
-------------------------
Title:
Address for Notices:
611852 SASKATCHEWAN LTD.
c/o Canadian Forest Oil Ltd.
000, 000-Xxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx X0X 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
and
The Chase Manhattan Bank of Canada
1 First Canadian Place
000 Xxxx Xxxxxx Xxxx
Xxxxx 0000, P.O. Box 106
Toronto, Ontario MX5 1A4
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Canada
Attention: Vice President
Corporate Finance
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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CANADIAN FOREST OIL LTD.
By
-------------------------
Title:
Address for Notices:
Canadian Forest Oil Ltd.
000, 000-Xxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Attention: Vice President Finance
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to:
Forest Oil Corporation
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Vice President-Treasurer
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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PRODUCERS MARKETING LTD.
By
-------------------------
Title:
Address for Notices:
Producers Marketing Ltd.
c/o Canadian Forest Oil Ltd.
000, 000-Xxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Attention: Vice President-Finance
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to:
Forest Oil Corporation
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Vice President-Treasurer
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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SCHEDULE I
MATERIAL AGREEMENTS AND LIENS
