AMENDMENT NO. 2 TO
RIGHTS AGREEMENT
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "AMENDMENT") is entered
into by Forest Oil Corporation, a New York corporation (the "COMPANY"), and
ChaseMellon Shareholder Services L.L.C., a New York limited liability
company, as rights agent (the "RIGHTS AGENT"), this 25th day of June 1998.
The Company and the Rights Agent entered into a Rights Agreement dated
as of October 14, 1993 and amended as of July 27, 1995 (the "RIGHTS
AGREEMENT").
The Board of Directors of the Company (the "BOARD"), in approving that
certain Purchase and Sale Agreement dated as of April 6, 1998 (the "PURCHASE
AND SALE AGREEMENT"), between the Company and The Anschutz Corporation (the
"PURCHASER"), also approved certain amendments to the Rights Agreement; and
NOW, THEREFORE, the parties agree as follows (terms used but not
otherwise defined herein shall have the same meanings as in the Purchase and
Sale Agreement):
1. Notwithstanding any other provision of the Rights Agreement, (a) the
execution or the delivery of one or more of the Transaction Documents or the
conclusion of one or more of the Transactions (including, without limitation
(i) the acquisition by the Purchaser or any of its Affiliates of the Forest
Shares and (ii) the "beneficial ownership" (as defined in the Rights
Agreement) by any of the Purchaser and its Affiliates of the foregoing) will
not cause or permit the Rights to become exercisable, the Rights to be
separated from the stock certificates to which they are attached or any
provision of the Rights Agreement to apply to the Purchaser or any other
person by reason of or in connection with the Transaction Documents or the
Transactions, including, without limitation, the designation of the Purchaser
or any other person as an Acquiring Person (as defined in the Rights
Agreement) the occurrence of a Distribution Date (as defined in the Rights
Agreement) and the occurrence of a Shares Acquisition Date (as defined in the
Rights Agreement), and (b) for purposes of this Rights Agreement, none of the
Purchaser and its Affiliates shall at any time be deemed to be the Beneficial
Owner (as defined in the Rights Agreement) of the shares of Common Stock and
other securities referred to in the preceding clause (a), provided, however,
that this amendment shall not effect any amendment of the Rights
Agreement with respect to the acquisition or beneficial ownership of Voting
Securities (as defined in the Rights Agreement) that are not referred to in
the preceding clause (a) that may be acquired or owned beneficially by any of
the Purchaser and its Affiliates from time to time (other that Voting
Securities acquired pursuant to or in connection with, or beneficially owned
as a result of, the payment of a dividend on or split-up, merger,
reclassification, recapitalization, reorganization, combination, subdivision,
conversion, exchange of shares or the like with respect to such Voting
Securities).
2. Except as otherwise amended herein, all provisions of the Rights
Agreement shall remain in full force and effect and shall be binding upon the
parties hereto.
3. This Amendment may be executed in any number of counterparts, each
of such shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers, each of whom is duly authorized,
as of the date first written above.
FOREST OIL CORPORATION
By: /s/Xxxxxx X. XxXxxxxx
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Name: Xxxxxx X. XxXxxxxx
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Title: Secretary
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CHASEMELLON SHAREHOLDER SERVICES L.L.C.
By: /s/Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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