EXHIBIT 2
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of October 24, 1995
between FOREST OIL CORPORATION, a New York corporation (the "Company"), and
Saxon Petroleum Inc., a corporation amalgamated under the laws of the
Province of Alberta (the "Shareholder").
Terms not otherwise defined herein have the meanings stated in
the Purchase Agreement (as defined below).
RECITALS
(A) The Shareholder and the Company are parties to the Purchase
Agreement (the "Purchase Agreement") dated as of October 6, 1995, pursuant
to which, among other things, on the First Closing Date, and on the Second
Closing Date, the Shareholder may purchase an aggregate of 5,300,000
shares of Common Stock of the Company which , subject to adjustment, are
collectively referred to as the "Registrable Shares".
(B) The Company and the Shareholder desire to enter into this
Agreement providing for the registration under the Securities Act of 1933,
as amended (the "Securities Act") of the disposition of the Registrable
Shares.
AGREEMENT
The parties agree as follows:
1. Registration Rights
Subject to the provisions set forth in Section 7(d):
(a) From and after the First Closing Date (the "Effective Date") and
to and including the third anniversary of the Effective Date,
subject to extension pursuant to Section 1(f), on one or more
occasions when the Company shall have received the written
request of the Shareholder, any pledgee of Registrable Shares
from the Shareholder and/or holders of record of at least 500,000
Registrable Shares in the aggregate (as such number of shares may
be adjusted in the event of any change in the Registrable Shares
by reason of stock dividends, split-ups, reverse split-ups,
mergers, recapitalizations, subdivisions, conversions, exchanges
of shares or the like) that shall have been acquired directly or
indirectly from the Shareholder, in each case in a transaction or
series of transactions not constituting a Rule 144 Transaction
(as defined in Section 1(h)) (each such person, when requesting
registration under this Section 1 (wether pursuant to
Section 1(a) or (b)) and thereafter in connection with any such
registration, being hereinafter referred to as a "Registering
Shareholder"), as expeditiously as practicable the Company shall
include not less than 500,000 Registrable Shares (as such number
may be adjusted) specified by one or more Registering
Shareholders in a Registration Statement (as defined in
Section 1(h)). If the requested registration pursuant to this
Section 1(a) shall involve an underwritten offering, the
Registering Shareholders initiating a request for registration of
Registrable Shares pursuant to this Section 1(a) shall select
(with the consent of the Company, not to be unreasonably
withheld) the managing underwriter in connection with the
offering and any additional investment bankers and managers to be
used in connection with the offering. Notwithstanding anything
to the contrary in the foregoing:
(1) the Company shall not be required to prepare and file
pursuant to this Section 1 more than one Registration
Statements if the Second Closing shall not occur and not
more than two Registration Statements if the Second Closing
shall occur; provided, that if 10% or more of the
Registrable Shares requested to be registered by the
Registering Shareholder initiating a request for
registration of Registrable Shares pursuant to this
Section 1(a) are excluded from any registration pursuant to
paragraph (2) of Section 1(a) there shall be provided one
additional registration under Section 1(a);
(2) if a requested registration pursuant to this Section 1(a)
shall involve an underwritten offering, and if the managing
underwriter shall advise in writing the Company and the
Registering Shareholders that, in its opinion, the number of
Registrable Shares of any class proposed to be included in
the registration (including securities of the Company which
are proposed to be offered by persons other than Registering
Shareholders) exceeds the number which would have an adverse
effect on the offering, including the price at which the
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 as follows:
(A) first, any shares of Common Stock requested to be
included in such registration pursuant to (a) the
Registration Rights Agreement between the Company and
The Anschutz Corporation dated May 19, 1995 (the
"Anschutz Agreement") or (b) the Registration Rights
Agreement between the Company and Joint Energy
Development Investments Limited Partnership dated July
27, 1995 (the "JEDI Agreement");
(B) second, all Registrable Shares owned by Registering
Shareholders and requested to be included in such
registration (if necessary, allocated pro rata among
all Registering Shareholders on the basis of the
relative number of Registrable Shares each such
Registering Shareholder has requested to be included in
the registration);
(C) third, any other securities proposed to be included in
the registration.
(b) From and after the Effective Date to and including the third
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, the Company shall give notice of such
determination to each potential Registering Shareholder 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 registration statement such
Registrable Shares (collectively, the "Transaction Registrable
Shares"), as the Registering Shareholders shall specify by notice
received by the Company not later than 30 days after the giving
of the notice by the Company (each person so notifying the
Company being hereinafter referred to as a "Piggy-Back
Shareholder"). Notwithstanding anything in the foregoing to the
contrary,
(1) the Company shall not be required to include any shares
owned by Piggy-Back Shareholders in a registration statement
on Form S-4 or Form S-8 (or any successor form) or a
registration statement filed in connection with an exchange
offer or other offering of securities solely to the then
existing shareholders of the Company;
(2) if the registration (other than a registration pursuant to
Section 1(a)) involves an underwritten offering, the Company
shall select the managing underwriter for the offering and
any additional investment bankers and managers to be used in
connection with the offering, and if the managing
underwriter 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 at which the 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 as
follows:
(A) first, all securities proposed to be registered by the
Company for its own account,
(B) second, any shares of Common Stock requested to be
included in such registration pursuant to (a) the
Anschutz Agreement, or (b) the JEDI Agreement;
(C) third, all Transaction Registrable Shares requested to
be included in the registration under Section 1(b) of
this Agreement; and
(D) fourth, any other securities proposed to be registered
by the Company other than for its own account;
(c) The Company shall prior to the effective date of the Registration
Statement provide each Registering Shareholder and its
representatives reasonable opportunity for reasonable due
diligence in connection with each registration of Registrable
Shares of the Registering Shareholder pursuant to this Section 1.
(d) At the request of one or more of the Registering Shareholders or
the Company in connection with any registration pursuant to this
Section 1, the Company and the requesting Registering
Shareholders shall enter into an appropriate underwriting
agreement containing terms and provisions customary in agreements
of that nature, including provisions with respect to expenses
substantially the same as those set forth in Section 2 hereof and
provisions with respect to indemnification and contribution
substantially the same as those set forth in Section 3 hereof and
the Company shall cooperate in the timely preparation and
delivery of certificates to be registered in such names as the
underwriters may require.
(e) Notwithstanding anything herein to the contrary, the Company
shall not be required to include in any registration pursuant to
this Section 1 any Registrable Shares owned by a Registering
Shareholder (1) if the Company shall deliver to the Registering
Shareholder an opinion, satisfactory in form, scope and substance
to the Registering Shareholder and addressed to the Registering
Shareholder by legal counsel satisfactory to the Registering
Shareholder, to the effect that the distribution of Registrable
Shares proposed by the Registering Shareholder is exempt from
registration under the Security Act or (2) if such Registering
Shareholder or any underwriter of Registrable Shares shall fail
to furnish to the Company the information in respect of the
distribution of the shares that may be required under this
Agreement to be furnished by the Registering Shareholder or the
underwriter to the Company pursuant to paragraph 1(g)(1).
(f) Upon written notice to each Registering Shareholder, the Company
may postpone effecting a registration pursuant to this Section 1
on two occasions during any period of nine consecutive months,
may require other holders of Registrable Shares pursuant to this
Section 1 to refrain from disposing of the shares under the
registration or may require Transaction Registering Shareholders
to refrain from otherwise disposing of any shares of Equity
Securities of the Company owned by them (whether pursuant to
Rule 144 under the Securities Act or otherwise), in each case for
a reasonable time specified in the notice but not exceeding
90 days (which period may not be extended or renewed), if (1) an
investment banking firm of recognized national standing shall
advise the Company and the Registering Shareholders in writing
that effecting the registration or disposition would materially
and adversely affect an offering of Equity Securities of the
Company the preparation of which had then been commenced or
(2) the Company is in possession of material non-public
information concerning the Company the disclosure of which during
the period specified in such notice the Company believes would
not be in the best interests of the Company. The period during
which the rights granted under Section 1 may be exercised by a
Registering Shareholder shall be extended by one day beyond the
third-anniversary of the Effective Date for each day that
pursuant to this Section 1(f), the Company postpones effecting a
registration, requires the Registering Shareholder to refrain
from disposing of Registrable Shares under a registration or
otherwise requires the Registering Shareholder to refrain from
disposing of shares of Equity Securities of the Company pursuant
to this Section 1(f), Section 1(g)(4) or Section 7(a).
(g) In the event the registration of Registrable Shares shall be
required by this Section 1:
(1) Each Registering Shareholder shall furnish, and shall cause
each underwriter of the Registrable Shares of the
Registering Shareholder to be distributed pursuant to the
registration to furnish, to the Company in writing promptly
upon the request of the Company the additional information
regarding the Registering Shareholder or the underwriter,
the contemplated distribution of the Registrable Shares and
the other information regarding the proposed distribution by
the Registering Shareholder and the underwriter that shall
be required in connection with the proposed distribution by
the applicable securities laws of the United States of
America and the states thereof in which the Registrable
Shares are contemplated to be distributed. The information
furnished by any Registering Shareholder or any underwriter
shall be certified by the Registering Shareholder or the
underwriter, as the case may be, and shall be stated to be
specifically for use in connection with the registration.
The failure of a Registering Shareholder to furnish
information shall not affect the Company's obligations to
other Registering Shareholders.
(2) The Company shall prepare and file as soon as practicable
with the Securities and Exchange Commission the Registration
Statement, including the Prospectus (as defined in
Section 1(h)), under the Securities Act and as required
under any applicable state securities laws, on any form that
is then required or available for use by the Company to
permit each Registering Shareholder, upon the effective date
of the Registration Statement, to use the Prospectus in
connection with the contemplated distribution by the
Registering Shareholder of the Registrable Shares so
registered. The Company shall deliver to each Registering
Shareholder one executed copy of the Registration Statement
and each amendment thereof. If the registration shall have
been initiated solely by the Company or shall not have been
initiated by the Registering Shareholder, the Company shall
not be obligated to prosecute the registration, and may
withdraw the Registration Statement at any time prior to the
effectiveness thereof, if the Company shall determine in
good faith not to proceed with the offering of securities
included in the Registration Statement. In the case of a
Registration Statement filed pursuant to Section 1(a), the
Company shall use its best efforts to cause the Registration
Statement to become effective as soon as practicable and, as
soon as practicable after the effectiveness thereof, shall
deliver to each Registering Shareholder evidence of the
effectiveness and a reasonable supply of copies of the
Prospectus. In addition, if necessary for resale by the
Registering Shareholders, the Company shall qualify or
register in such states as may be reasonably requested by
each Registering Shareholder the Registrable Shares of the
Registering Shareholder that shall have been included in the
Registration Statement; provided that the Company shall not
be obligated to file any general consent to service of
process or to qualify as a foreign corporation in any state
in which it is not subject to process or qualified as of the
date of the request. The Company shall promptly provide the
Registering Shareholder with copies of all correspondence to
and from the Securities Exchange Commission, the NASDAQ
National Market and other regulatory authorities having
jurisdiction.
(3) The Company shall use its best efforts to cause the
Registration Statement and the Prospectus to remain current,
including the filing of necessary amendments and
supplements, and shall furnish copies of such amendments and
supplements to the Registering Shareholders, so as to permit
distributions by the Registering Shareholders during the
respective contemplated periods of distribution, but in no
event longer than three months from the effective date of
the Registration Statement; provided that the period shall
be increased by the number of days that any Registering
Shareholder shall have been required by Section 1(f),
Section 1(g)(4) or Section 7(d) to refrain from disposing of
the Registrable Shares owned by the Registering Shareholder
in the distribution. The Company will use all reasonable
efforts to obtain a withdrawal of any order of suspension of
effectiveness of the registration. Notwithstanding anything
in the foregoing to the contrary, the Company may at any
time upon notice to each Registering Shareholder terminate
the effectiveness of the Registration Statement or upon
notice to any Registering Shareholder withdraw from the
Registration Statement the Registrable Shares of the
Registering Shareholder if, in the opinion of counsel for
the Company, there shall have arisen any legal impediment to
the offer of the Registrable Shares made by the Prospectus
or if any legal action or administrative proceeding shall
have been instituted or threatened or any other claim shall
have been made relating to the offer made by the Prospectus
or against any of the parties involved in the offer;
provided that, promptly after those matters shall be
resolved to the satisfaction of counsel for the Company,
pursuant to this Section 1 the Company shall cause the
registration of Registrable Shares formerly covered by the
Registration Statement that were removed from registration
by the action of the Company.
(4) Each Registering Shareholder shall report to the Company
distributions made by the Registering Shareholder of
Registrable Shares pursuant to the Prospectus and, upon
written notice by the Company that an event has occurred as
a result of which an amendment or supplement to the
Registration Statement or the Prospectus is required, the
Registering Shareholder shall cease further distributions
pursuant to the Prospectus until notified by the Company of
the effectiveness of the amendment or supplement. Each
Registering Shareholder shall distribute Registrable Shares
only in accordance with the manner of distribution
contemplated by the Prospectus with respect to the
Registrable Shares. Each Registering Shareholder, by
participating in a registration pursuant to this Section 1,
acknowledges that the remedies of the Company at law for
failure by the Registering Shareholder to comply with the
undertaking contained in this Section 1(g) would be
inadequate and that the failure would not be adequately
compensable in damages and would cause irreparable harm to
the Company, and therefore agrees that undertakings made by
the Registering Shareholder in this Section 1(g) may be
specifically enforced.
(5) The Company shall deliver to the Registering Shareholders,
their counsel and the underwriters, if any, of Registrable
Shares owned by Registering Shareholders to be distributed
pursuant to such registration, the certificates, opinions of
counsel and comfort letters that are customarily delivered
in connection with underwritten public offerings.
(h) For the purposes of this Section 1, the following terms shall
have the following meanings:
(1) "Registration Statement" means a registration statement
filed by the Company in accordance with Section 1(g)(2),
including exhibits and financial statements thereto, in the
form in which it shall become effective and, in the event of
any amendment thereto after the effective date of the
registration statement, also means (from and after the
effectiveness of the amendment) the registration statement
as so amended;
(2) "Rule 144 Transaction" means a transaction involving the
sale of Registrable Shares to a person other than an
affiliate of the Company under circumstances in which all of
the applicable conditions of Rule 144 or Rule 144A (or any
similar provisions then in force) under the Securities Act
are satisfied.
(3) "Prospectus" means the prospectus relating to the
Registrable Shares owned by the Registering Shareholders
included in a Registration Statement at the time it becomes
effective and, in the event of any amendment or supplement
to the Prospectus after the effective date of the
Registration Statement, also means (from and after the
effectiveness of the amendment or the filing with the
Securities and Exchange Commission of the supplement) the
Prospectus as so amended or supplemented; and
2. Expenses
(a) The Company shall bear all expenses of the following:
(1) preparing, printing and filing each Registration Statement
and Prospectus and each qualification required to be filed
under the U.S. federal and state securities laws in
connection with a registration pursuant to Section 1;
(2) furnishing to each Registering Shareholder one executed copy
of the related Registration Statement and the number of
copies of the related Prospectus that may be required by
Sections 1(g)(2) and 1(g)(3) to be so furnished, together
with a like number of copies of each amendment or
supplement;
(3) performing its obligations under Section 1(g)(5);
(4) printing and issuing share certificates, including the
transfer agent's fees, in connection with each distribution
so registered;
(5) preparing audited financial statements required by the
Regulation S-X and the rules and regulations thereunder to
be included in the Registration Statement and preparing
audited financial statements for use in connection with the
registration other than audited financial statements
required by the Regulation S-X and the rules and regulations
thereunder;
(6) internal expenses (including without limitation, all
salaries and expenses of its officers and employees
performing legal or accounting duties;
(7) listing of the Registrable Shares, including fees and
disbursements in connection with the listing and compliance
with the requirements of the applicable listing authorities;
and
(8) fees and expenses of any counsel or special experts retained
by the Company in connection with the registration.
(b) The Registering Shareholders shall bear all other expenses
incident to the distribution by the respective Registering
Shareholders of their Registrable Shares in connection with a
registration pursuant to Section 1, including without limitation
the selling expenses of the Registering Shareholders,
commissions, underwriting discounts, insurance, fees of counsel
for the Registering Shareholders and their underwriters.
3. Indemnification
(a) The Company shall indemnify and hold harmless each Registering
Shareholder participating in a registration pursuant to
Section 1, each underwriter of any of the Registrable Shares
owned by the Registering Shareholder to be distributed pursuant
to the registration, the officers and directors of the
Registering Shareholder and the underwriter and each person, if
any, who controls the Registering Shareholder, or the underwriter
within the meaning of Section 15 (or any successor provision) of
the Securities Act, and their respective successors, against all
claims, losses, damages and liabilities to third parties (or
actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact
contained in the Registration Statement or the Prospectus or
other document incident thereto or any omission (or alleged
omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and shall reimburse each such Registering Shareholder
and each other person indemnified pursuant to this Section 3(a)
for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss,
damage, liability or action; provided that the Company shall not
be liable in any case to the extent that any such claim, loss,
damage or liability arises out of or is based on any untrue
statement or omission based upon written information furnished to
the Company by any Registering Shareholder or underwriter for a
Registered Shareholder specifically for use in the Registration
Statement or the Prospectus pursuant to Section 1(g)(1).
(b) Each Registering Shareholder, by participating in a registration
pursuant to Section 1, thereby agrees to indemnify and to hold
harmless the Company and its officers and directors and each
person, if any, who controls any of them within the meaning of
Section 15 (or any successor provision) of the Securities Act,
and their respective successors, against all claims, losses,
damages and liabilities to third parties (or actions in respect
thereof) arising out of or based upon any untrue statement (or
alleged untrue statement) of a material fact contained in the
Registration Statement or the Prospectus or other document
incident thereto or any omission (or alleged omission) to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
shall reimburse the Company and each other person indemnified
pursuant to this Section 3(b) for any legal and any other
expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action;
provided that this Section 3(b) shall apply only if (and only to
the extent that) the statement or omission was made in reliance
upon and in conformity with information furnished to the Company
in writing by the Registering Shareholder specifically for use in
the Registration Statement or the Prospectus pursuant to
Section 1(g)(1).
(c) If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against
any person indemnified under this Section 3, the indemnified
person shall promptly notify the indemnifying party in writing,
and the indemnifying party shall assume the defense of the action
or proceeding, including the employment of counsel satisfactory
to the indemnified person and the payment of all expenses. The
indemnified person shall have the right to employ separate
counsel in any action or proceeding and to participate in the
defense of the action or proceeding, but the fees and expenses of
that counsel shall be at the expense of the indemnified person
unless
(1) the indemnifying party shall have agreed to pay those fees
and expenses; or
(2) the indemnifying party shall have failed to assume the
defense of the action or proceeding or shall have failed to
employ counsel reasonably satisfactory to the indemnified
person in the action or proceeding; or
(3) the named parties to the action or proceeding (including any
impleaded parties) include both the indemnified person and
the indemnifying party, and the indemnified person shall
have been advised by counsel that there may be one or more
legal defenses available to the indemnified person that are
different from or additional to those available to the
indemnifying party (in which case, if the indemnified person
notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to
assume the defense of such action or proceeding on behalf of
the indemnified person; it being understood, however, that
the indemnifying party shall not, in connection with any one
action or proceeding or separate but substantially similar
or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any
time for the indemnified person, which firm shall be
designated in writing by the indemnified person).
The indemnifying party shall not be liable for any settlement of
any action or proceeding effected without its written consent,
but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such action or proceedings, the
indemnifying party shall indemnify and hold harmless the
indemnified person from and against any loss or liability by
reason of the settlement or judgment.
(d) If the indemnification provided for in this Section 3 is
unavailable to an indemnified person (other than by reason of
exceptions provided in this Section 3) in respect of losses,
claims, damages, liabilities or expenses referred to in this
Section 3, then each applicable indemnifying party, in lieu of
indemnifying the indemnified person, shall contribute to the
amount paid or payable by the indemnified person as a result of
the losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified person
on the other in connection with the statements or omissions which
resulted in the losses, claims, damages, liabilities or expenses
as well as any other relevant equitable considerations. The
relative fault of the indemnifying party on the one hand and of
the indemnified person on the other shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified person and by
these persons' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a person as a result of the losses,
claims, damages, liabilities and expenses shall be deemed to
include any legal or other fees or expenses reasonably incurred
by the person in connection with investigating or defending any
action or claim. Nothing herein requires contribution to a
person guilty of fraudulent misrepresentation from a person not
guilty of fraudulent misrepresentation.
(e) Each Registering Shareholder participating in a registration
pursuant to Section 1 shall cause each underwriter of any of the
Registrable Shares owned by the Registering Shareholder to be
distributed pursuant to the registration to agree in writing on
terms reasonably satisfactory to the Company to indemnify and to
hold harmless the Company and its officers and directors and each
person, if any, who controls any of them within the meaning of
Section 15 (or any successors provision) of the Securities Act,
and their respective successors, against all claims, losses,
damages and liabilities to third parties (or actions in respect
thereof) arising out of or based upon any untrue statement (or
alleged untrue statement) of a material fact contained in the
Registration Statement or the Prospectus or other document
incident thereto or any omission (or alleged omission) to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and to
reimburse the Company and each other person indemnified pursuant
to the agreement for any legal or any other expense reasonably
incurred in connection with investigating or defending any claim,
loss, damage, liability or action; provided that the agreement
shall apply only if (and only to the extent that) the statement
or omission was made in reliance upon and in conformity with
information furnished to the Company in writing by the
underwriter specifically for use in the Registration Statement or
the Prospectus.
4. Transfer Restrictions
(a) The Shareholder acknowledges that the Company issued and sold the
Registrable Shares owned by the Shareholder in reliance upon the
exemption afforded by Regulation S under the Securities Act
("Regulation S"). The Shareholder represents that (1) it is not
a "U.S. Person" within the meaning of Rule 902 of Regulation S;
(2) it has acquired the Registrable Shares for investment and
without any view toward distribution of any of the shares to any
other person, (2) it will not sell or otherwise dispose of the
Registrable Shares except in compliance with the registration
requirements or exemption provisions under the Securities Act and
(3) before any sale or other disposition of any of the
Registrable Shares other than in a sale registered under the
Securities Act, or pursuant to Rule 144 under the Securities Act
unless the Company shall have been advised by counsel that the
sale does not meet the requirements of Rule 144 for the sale, it
will deliver to the Company an opinion of counsel reasonably
satisfactory to the Company to the effect that such registration
is unnecessary.
(b) Each certificate for Registrable Shares and any certificate
issued in exchange therefor or on conversion or upon transfer,
except certificates issued in connection with a sale registered
under the Securities Act and except as provided below, shall bear
the legends to the following effect:
(1) "The shares represented by this certificate have not been
registered under the Securities Act of 1933 and may not be
offered, sold, transferred or otherwise disposed of except
in compliance with said Act."
(2) "The shares represented by this certificate are subject to
the restrictions contained in the Registration Rights
Agreement dated as of __________, 1995, a copy of which is
on file at the office of the Secretary of the Company."
(3) "This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in a Rights Agreement
between Forest Oil Corporation and Mellon Securities Trust
Company, dated as of October 14, 1993 (the "Rights
Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the
principal executive offices of Forest Oil Corporation.
Under certain circumstances, as set forth in the Rights
Agreement, those Rights will be evidenced by separate
certificates and will no longer be evidenced by this
certificate. Forest Oil Corporation will mail to the holder
of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. As
described in the Rights Agreement, Rights issued to or
acquired by any Acquiring Person (as defined in the Rights
Agreement) shall, under certain circumstances, become null
and void."
(c) The legend stated in Section 4(b)(1) shall be removed by delivery
of one or more substitute certificates without such legend if the
holder thereof shall have delivered to the Company a copy of a
letter from the staff of the Securities and Exchange Commission
or an opinion of counsel, in form and substance reasonably
satisfactory to the Company, to the effect that the legend is not
required for purposes of the Securities Act.
(d) The legend stated in Section 4(b)(2) shall be removed at such
time as the related securities are no longer subject to this
Agreement.
5. Filings
The Company shall timely make all filings with the Securities and
Exchange Commission required in order to make available to the holders of
Registrable Shares the exemption from the registration requirements
provided by Rule 144 (or any successor regulation) under the Securities
Act.
6. Merger, Consolidation, Exchange, Etc.
In the event, directly or indirectly, (1) the Company shall merge
with and into, or consolidate with, or consummate a share exchange pursuant
to Article 9 of the New York Business Corporation Law (or successor
provisions or statutes) with, any other person, or (2) any person shall
merge with and into, or consolidate, the Company and the Company shall be
the surviving corporation of such merger or consolidation and, in
connection with such merger or consolidation, all or part of the
Registrable Shares shall be changed into or exchanged for stock or other
securities of any other person, then, in each such case, proper provision
shall be made so that such other person shall be bound by the provisions of
this Agreement and the term "Company" shall thereafter be deemed to refer
to such other person.
7. Other Agreements
(a) The Company, on behalf of itself and its Affiliates (other than a
Registering Shareholder), agrees (1) not to effect any public
sale or distribution of any securities similar to the Registrable
Shares being registered pursuant to this Agreement or any
securities convertible into or exchangeable or exercisable for
such Registrable Shares during the 14 days prior to, and during
the 90-day period beginning on, the effective date of the
Registration Statement (as extended pursuant to the provisions of
Sections 1(f), Section 1(g)(3), Section 1(g)(4) or Section 7(d)
of this Agreement) (except (x) on Form S-4 or Form S-8 (or
comparable form) or (y) as part of the Registration Statement;
provided, that with respect to clause (y) in the case of a
registration pursuant to Section 1(a) the Registering Shareholder
initiating the registration consents to such inclusion), or the
commencement of a public distribution of Registrable Shares;
(2) not to enter into any agreement inconsistent with any of the
priority clauses in Section 1(a)(2) and Section 1(b)(2) or any
other provision of this Agreement; and (3) that any agreement
entered into after the date of this Agreement pursuant to which
the Company issues or agrees to issue any privately placed
securities shall contain a provision under which holders of such
securities agree not to effect any public sale or distribution of
any of the securities during the periods described in clause (1)
of this Section 7(b), in each case including a sale in a Rule 144
Transaction (except as part of a Registration Statement for such
public sale or distribution, if permitted); provided, the
provisions of this Section 7(b) shall not prevent the conversion
or exchange of any securities pursuant to their terms into or for
other securities or the issuance of Common Stock in lieu of cash
dividends otherwise payable in respect of the Convertible
Preferred Stock.
(b) If and to the extent requested by the Company in the case of a
non-underwritten public offering by the Company and if and to the
extent requested by the managing underwriter in the case of an
underwritten public offering by the Company, the Shareholder
agrees (except pursuant to Section 1(b)) not to effect any public
sale or distribution of the Registrable Shares during the 14 days
prior to, and during the 90-day period beginning on, the
effective date of a registration statement for such public
offering.
(c) The Company shall use all reasonable efforts to have the
Registered Shares listed on the NASDAQ National Market or such
other exchanges on which its Common Stock is listed.
(d) The Shareholder agrees that (except pursuant to Section 1(b)) it
will not effect any public sale or distribution of the
Registrable Shares during the 14 days prior to, and during the
90-day period beginning on, the effective date of a registration
statement, or the commencement of a public distribution of
securities registered, pursuant to either the Anschutz Agreement
or the JEDI Agreement.
8. Notices
All notices, requests and other communications to any party under
this Agreement shall be in writing. Communications may be made by telecopy
or similar medium. Each communication shall be given to the party at its
address stated on the signature pages of this Agreement or at any other
address as the party may specify for this purpose by notice to the other
party. Each communication shall be effective (1) if given by telecopy,
when the telecopy is transmitted to the proper address and the receipt of
the transmission is confirmed, (2) if given by overnight delivery, the next
day or (3) if given by any other means, when delivered to the proper
address and a written acknowledgement of delivery is received.
9. No Waivers; Remedies
No failure or delay by any party in exercising any right, power
or privilege under this Agreement shall operate as a waiver of the right,
power or privilege. A single or partial exercise of any right, power or
privilege shall not preclude any other or further exercise of the right,
power or privilege or the exercise of any other right, power or privilege.
The rights and remedies provided in this Agreement shall be cumulative and
not exclusive of any rights or remedies provided by law.
10. Amendments, Etc.
No amendment, modification, termination or waiver of any
provision of this Agreement, and no consent to any departure by a party to
this Agreement from any provision of this Agreement, shall be effective
unless it shall be in writing and signed and delivered by the other party
to this Agreement, and then it shall be effective only in the specific
instance and for the specific purpose for which it is given.
11. Successors and Assigns
(a) The Shareholder may assign to any transferee of Registrable
Shares its rights and delegate its obligations under this
Agreement; provided that such transferee assignee shall accept
those rights and assume those obligations for the benefit of the
Company in writing in form reasonably satisfactory to the
Company. Thereafter, without any further action by any person,
all references in this Agreement to the "Shareholder", and all
comparable references, shall be deemed to be references to the
transferee, and the Shareholder shall be released from any
obligation or liability under this Agreement with respect to the
Registrable Shares so transferred.
(b) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties to this Agreement and their
respective successors and permitted assigns pursuant to
Section 11(a).
12. Governing Law
This Agreement shall be governed by and construed in accordance
with the internal laws of New York. All rights and obligations of the
Company and the Shareholder shall be in addition to and not in limitation
of those provided by applicable law.
13. Counterparts; Effectiveness
This Agreement 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.
14. Severability of Provisions
Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of the provision in any other jurisdiction.
15. Headings and References
Section headings in this Agreement are included for the
convenience of reference only and do not constitute a part of this
Agreement for any other purpose. References to parties and sections in
this Agreement are references to the parties to or the sections of this
Agreement, as the case may be, unless the context shall require otherwise.
16. Entire Agreement
Except as otherwise specifically provided in the following
sentence, the Transaction Documents embody the entire agreement and
understanding of the respective parties and supersede all prior agreements
or understandings with respect to the subject matters of those documents.
17. Survival
Except as otherwise specifically provided in this Agreement, each
representation, warranty or covenant of each party to this Agreement
contained in or made pursuant to this Agreement shall survive each Closing
and remain in full force and effect, notwithstanding any investigation or
notice to the contrary or any waiver by any other party of a related
condition precedent to the performance by the other party of an obligation
under this Agreement.
18. Exclusive Jurisdiction
Each party (1) agrees that any Action with respect to this
Agreement shall be brought exclusively in the courts of the Province of
Alberta, (2) accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of those courts and (3) irrevocably
waives any objection, including, without limitation, any objection to the
laying of venue or based on the grounds of forum non conveniens, which it
may now or hereafter have to the bringing of any Action in those
jurisdictions; provided, however, that any party may assert in an Action in
any other jurisdiction or venue each mandatory defense, third-party claim
or similar claim that, if not so asserted in such Action, may not be
asserted in an original Action in the courts referred to in clause (1)
above.
19. Waiver of Jury Trial
Each party waives any right to a trial by jury in any Action to
enforce or defend any right under this Agreement or any amendment,
instrument, document or agreement delivered, or which in the future may be
delivered, in connection with this Agreement and agrees that any Action
shall be tried before a court and not before a jury.
20. Affiliate
Nothing contained in this Agreement shall constitute the
Shareholder an "affiliate" of any of the Company and its Subsidiaries
within the meaning of Rule 405 under the Securities Act.
IN WITNESS WHEREOF, the parties have executed and delivered this
Registration Rights Agreement as of the date first written above in
Calgary, Alberta.
FOREST OIL CORPORATION
By:
Name:/s/ Xxxxx X. Xxxxx
Address: 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
SAXON PETROLEUM INC.
By:
Name:/s/ Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
Address: 0000-000 0xx Xxx. X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Telecopy: (000) 000-0000
