AMENDMENT NO. 1 TO
SHAREHOLDERS AGREEMENT
THIS AMENDMENT TO SHAREHOLDERS 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").
RECITALS
WHEREAS, the Company and the Shareholder entered into a
Shareholders Agreement (the "Shareholders Agreement") dated
January 24, 1996 relating to shares of common stock, par value
$.10 per share, of the Company ("Common Stock") owned by the
Shareholder.
WHEREAS, pursuant to the Loan Termination Agreement dated
the date hereof between the Company and the Shareholder,
2,000,000 shares of Common Stock shall be issued to the
Shareholder.
WHEREAS, the Company and the Shareholder wish to amend the
Shareholders Agreement to take account of the issue of the shares
referred to above 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 Shareholders Agreement shall be amended as follows:
(a) The following shall be added to Recital A:
The parties have further entered into the Loan
Termination Agreement (the "Loan Termination
Agreement") dated November 5, 1996.
(b) Recital B shall be deleted and replaced by the
following:
"B. Pursuant to the Second Restructure Agreement, JEDI
has acquired 1,680,000 shares (the "Initial Exchange
Shares") of the Company's common stock, par value $.10
per share, together with the associated Rights (as
defined in the Second Restructure Agreement) (the
"Common Stock"). Pursuant to the Loan Termination
Agreement, JEDI has acquired 2,000,000 shares (the
"Additional Exchange Shares") of Common Stock. The
Initial Exchange Shares and Additional Exchange Shares
are sometimes hereafter referred to as the "JEDI
Shares."
(c) In Article I:
(i) the definition of Permitted Transfer Date shall be
deleted and replaced by the following: "Permitted
Transfer Date" means the earlier of (a) the date on
which Anschutz and its Affiliates or Groups shall have
sold 50% or more of the shares of Common Stock
beneficially owned by Anschutz and its Affiliates or
Groups, which figure shall include shares of Common
Stock issuable pursuant to the Second Series
Convertible Preferred Stock, the JEDI/Anschutz Option
and the Tranche A Warrants (as each such term is
defined in the Second Restructure Agreement), held by
Anschutz and its Affiliates or Groups on the date
hereof, but excluding any shares of Common Stock
issuable pursuant to the JEDI/Anschutz Option or the
Tranche A Warrants if such option or warrants expires
or is canceled or terminated during the period between
the date hereof and July 27, 1999, or (b) (i) in the
case of the Additional Exchange Shares, May 31, 1997,
(ii) in the case of fifty percent of the Initial
Exchange Shares, July 31, 1997, and (iii) in the case
of the remainder of the Initial Exchange Shares, July
31, 1999."
(ii) the following shall be added to the definition of
Transaction Documents: "and the Loan Termination Agreement".
2. Except as modified by the terms of this Amendment, the terms
of the Shareholders Agreement shall continue in full force
and effect. Any reference in the Shareholders Agreement to
"this Agreement" shall be deemed to include the amendments
to the Shareholders 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 delivered
this 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
Xxxxxxxx X. Xxxxxx
Vice President
Forest Oil Corporation
By: /s/ Xxxxxx X. XxXxxxxx
Xxxxxx X. XxXxxxxx
Corporate Secretary and Corporate Counsel
