Exhibit 99.5
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of July __, 1995, to the Rights
Agreement (the "Rights Agreement") dated as of October 14, 1993,
between Forest Oil Corporation, a New York corporation (the
"Company") and Mellon Securities Trust Company, a New York
corporation, as rights agent (the "Rights Agent").
WHEREAS, the Board of Directors of the Company (the
"Board"), in approving that certain Purchase Agreement (the
"Purchase Agreement"), dated as of May 17, 1995, between the
Company and The Anschutz Corporation (the "Purchaser"), also
approved certain amendments to the Rights Agreement; and
NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows (Terms used but not otherwise defined
herein shall have the same meanings as in the Purchase
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 Purchaser Note,
the Purchaser Note Conversion Shares, the Purchaser Additional
Shares, the Purchaser Preferred Shares, the Purchaser Preferred
Conversion Shares, the Tranche A Warrants, the Tranche A Warrant
Shares, the JEDI/Purchaser Option, the Tranche B Warrants, the
Tranche B Warrant Shares and such other shares and securities as
may be acquired by the Purchaser or any of its Affiliates
pursuant to the terms of the Purchaser Note, the Purchaser
Preferred Shares (or the Certificate), the Tranche A Warrants,
the JEDI/Anschutz Option or other Tranche B Warrants, and (ii)
the "beneficial ownership" (as defined in the Rights Agreement)
by any of the Purchaser and its Affiliates of any 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 this 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 than 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 this ___ day of July, 1995.
FOREST OIL CORPORATION
By:
-----------------------------
Xxxxxx X. Xxxxxxx
Vice President/Treasurer
MELLON SECURITIES TRUST COMPANY
By:
-----------------------------
