Exhibit 4.13
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated
November 5, 1996 is between FOREST OIL CORPORATION, a New York corporation (the
"Company"), and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Shareholder").
Terms not otherwise defined herein have the meanings stated in the Loan
termination Agreement (as defined below) or, if not defined therein, in the
Second Restructure Agreement (as defined below) or, if not defined therein, in
the Restructure Agreement.
RECITALS
WHEREAS, the Company and the Shareholder entered into a Registration
Rights Agreement dated July 27, 1995, as amended by Amendment No. 1 to
Registration Rights Agreement dated January 24, 1996 (the "Registration Rights
Agreement") relating to registration rights granted by the Company to the
Shareholder.
WHEREAS, pursuant to the Second Restructure Agreement dated December 29,
1995 between the Company and the Shareholder, the Tranche B Warrants were
exchanged for 1,680,000 shares of common stock of the Company, par value $.10
per share.
WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof
between the Company and the Shareholder, certain debt owed by the Company to the
Shareholder shall, on the closing of the Loan Termination Agreement, be
exchanged for 2,000,000 shares of common stock of the Company, par value $.10
per share, together with certain cash.
WHEREAS, the Company and the Shareholder wish to amend the Registration
Rights Agreement to take account of the exchange referred to in the immediately
preceding recital and to make certain other amendments thereto.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration the adequacy and
sufficiency of which are hereby acknowledged by the parties, it is agreed as
follows:
1. The Registration Rights Agreement shall be amended as follows:
(a) In the Recitals, the last sentence of Paragraph A shall be deleted
and the following substituted therefor: "The 1,680,000 shares of
the Common Stock of the Company acquired pursuant to the Second
Restructure Agreement (the "Initial Exchange Shares") and the
2,000,000 shares of Common Stock of the Company acquired
pursuant to the Loan Termination Agreement (the "Additional
Exchange Shares") are together referred to as the "Registrable
Shares"."
(b) In Section 1(a):
(i) the phrase "the date that is the Permitted Transfer Date (as
defined in the Shareholders Agreement dated January 24,
1996, between the Company and the Shareholder)" shall be
deleted and replaced by "May 31, 1997";
(ii) each reference to "1,000,000 Registrable Shares" shall be
deleted and replaced by "800,000 Registrable Shares";
(iii) in the second line of sub-section (a)(1), "two" shall be
deleted and replaced by "three"; and
(iv) there shall be added the following sub-section (a)(3):
"any such written request may only relate to those
Registrable Shares to which, at the date of such request,
the transfer restrictions contained in Section 3.2 of the
Shareholders Agreement dated January 24, 1996 between the
Company and the Shareholder, as amended from time to time
(the "Shareholders Agreement") shall have ceased to apply."
(c) In Section 1(b):
(i) The first two sentences shall be deleted and replaced by the
following:
"Subject to Sections 1(b)(4) and 1(b)(5), from and after the
Effective Date to and including the tenth anniversary thereof, if
the Company shall determine to register or qualify by a
registration statement filed under the Securities Act and under any
applicable state securities laws, any offering of any Equity
Securities of the Company, whether pursuant to Section 1(a) or
otherwise, that shall not be offered and sold on a delayed or
continuous basis pursuant to paragraph (ix) of Rule 415 under the
Securities Act (or any successor provision), or if the Company
shall determine to offer for sale any Equity Securities under a
registration statement that shall provide for the offering and sale
of such Equity Securities on a delayed or continuous basis pursuant
to paragraph (ix) of Rule 415 under the Securities Act (or any
successor provision), the Company shall give notice of such
determination to each potential Registering Shareholder and Other
Registering Shareholder (collectively, the "Transaction Registering
Shareholders") about which the Company
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has knowledge; it being understood that without prior notice to the
Company, the Company shall not be deemed to have knowledge of the
existence of any pledgee of Registrable Shares. The Company shall,
as expeditiously as possible and in good faith, include in the same
or different registration statement such Registrable Shares and
Other Registrable Shares (collectively, the "Transaction
Registrable Shares"), as those persons shall specify by notice
received by the Company not later than 30 days after the giving of
the notice by the Company; provided any such Registrable Shares may
only be included if at the date of such notice the transfer
restrictions contained in Section 3.2 of the Shareholders Agreement
shall have ceased to apply to such Registrable Shares. Each person
so notifying the Company shall hereinafter be referred to as a
"PIGGY-BACK SHAREHOLDER"."
(ii) The following Section 1(b)(5) shall be inserted:
"If, prior to the Effective Date, the Company shall, other
than pursuant to the exercise of a demand registration right
by any shareholder of the Company, determine to register or
qualify by a registration statement filed under the
Securities Act and under any applicable state securities
laws, any offering of any Equity Securities of the Company
that shall not be offered and sold on a delayed or
continuous basis pursuant to paragraph (ix) of Rule 415
under the Securities Act (or any successor provision), or if
the Company shall determine to offer for sale any Equity
Securities under a registration statement that shall provide
for the offering and sale of such Equity Securities on a
delayed or continuous basis pursuant to paragraph (ix) of
Rule 415 under the Securities Act (or any successor
provision), the Company shall give notice of such
determination to the Transaction Registering Shareholders
about which the Company has knowledge; it being understood
that without prior notice to the Company, the Company shall
not be deemed to have knowledge of the existence of any
pledgee of Registrable Shares. The Company shall, as
expeditiously as possible and in good faith, include in the
same or different registration statement such Additional
Exchange Shares and Other Registrable Shares as such
recipients of such notice shall specify by notice received
by the Company not later than 30 days after the giving of
the notice of the Company; provided that the Company shall
not be required to include any such Additional Exchange
Shares or Other Registrable Shares owned by such Registering
Shareholders in a registration statement on Form S-4 or S-8
(or any successor form) or a registration statement filed in
connection with an exchange offer or other offering of
securities
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solely to the then existing shareholders of the Company. If
the registration involves an underwritten offering, and the
managing underwriter of such offering advises the Company in
writing that, in its opinion, the number of securities
requested to be included in the registration is so great as
would adversely affect the offering, including the price as
to which the Additional Exchange Shares and Other
Registrable Shares can be sold, the Company will include in
the registration the maximum number of securities which it
is so advised can be sold without the adverse effect,
allocated in accordance with the priorities set forth in
Section 1(b)(3)."
2. Except as modified by the terms of this Amendment, the terms of the
Registration Rights Agreement shall continue in full force and effect.
Any reference in the Registration Rights Agreement to "this Agreement"
shall be deemed to include the amendments to the Registration Rights
Agreement effected by this Amendment.
3. This Amendment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if all signatures were on
the same instrument.
4. This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed and deliveredthis Amendment
as of the date first written above.
JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its General Partner
By: Enron Capital Corp., its
General Partner
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Vice President
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FOREST OIL CORPORATION
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
Corporate Secretary and Corporate Counsel
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