FOREST OIL CORPORATION
STANDARD PURCHASE AGREEMENT PROVISIONS
DEBT SECURITIES
INCLUDING FORM OF PURCHASE AGREEMENT
FOREST OIL CORPORATION
STANDARD PURCHASE AGREEMENT PROVISIONS
DEBT SECURITIES
From time to time, Forest Oil Corporation, a New York corporation (the
"Company"), may enter into purchase agreements that provide for the sale of
designated debt securities to the purchaser or purchasers named therein. The
standard provisions set forth herein may be incorporated by reference in any
such purchase agreement ("Purchase Agreement"). The Purchase Agreement,
including the provisions incorporated therein by reference, is herein
sometimes referred to as this "Agreement." Unless otherwise defined herein,
terms defined in the Purchase Agreement are used herein as therein defined.
The Company proposes to issue and sell from time to time debt securities
registered under the registration statement referred to in Section 1(a)
("Registered Securities"). The Registered Securities will be issued under an
Indenture, dated as of , 1996 between the Company and
, as Trustee, Securities Resolutions (as defined in such Indenture),
including a Securities Resolution pertaining to the particular series of
Registered Securities involved in the offering ("Indenture"), and will have
varying designations, interest rates
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and times of payments of any interest, maturities, redemption provisions and
other terms, with all such terms for any particular series of the Registered
Securities being determined at the time of the sale. The Registered
Securities involved in any such offering are hereinafter referred to as the
"New Securities", and the purchaser or purchasers, as the case may be, which
agree to purchase the same are hereinafter referred to as the "Purchasers" of
such New Securities. The terms "you" and "your" refer to those Purchasers
who sign the Purchase Agreement either on behalf of themselves only or on
behalf of themselves and as representatives of the several Purchasers named
in Schedule I thereto ("Schedule I"), as the case may be, unless one or more
of such Purchasers shall have been appointed representative
("Representative") of all of the Purchasers who sign the Purchase Agreement,
in which case, the terms "you" and "your" shall mean such Purchaser acting in
its capacity as Representative.
1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to, and agrees with, each Purchaser as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933, as amended (the "Act"), and has filed with
the Securities and Exchange Commission (the "Commission") a
registration statement on such
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Form, including a related Prospectus, for the registration under the
Act of the offering and sale of the New Securities. The Company has
filed one or more amendments thereto, including the related Prospectus
Supplement, each of which has previously been furnished to you. The
registration statement has become effective.
(b) To the best of the Company's knowledge, no order preventing
or suspending the use of the Prospectus and Prospectus Supplement has
been issued by the Commission. On the Effective Date, the Registration
Statement did comply in all material respects with the applicable
requirements of the Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as
amended (the "TIA"), and the respective rules and regulations
thereunder. On the Effective Date, the Registration Statement did not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading, on the Effective Date and
on the Closing Date, the Indenture did comply in all material respects
with the requirements of the TIA and the rules thereunder and, on the
Effective Date, the Prospectus did not include any untrue statement of
a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which
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they were made, not misleading; PROVIDED, however, that the
Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement, or the
Prospectus and Prospectus Supplement (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing
to the Company by or on behalf of any Purchaser through any
Representative specifically for inclusion in or omission from the
Registration Statement or the Prospectus and the Prospectus Supplement
(or any supplement thereto).
(c) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term the "Effective Date" shall mean
each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective. "Execution
Time" shall mean the date and time that a Purchase Agreement relating
to the offer and sale of the New Securities is executed and delivered
by the parties hereto. The "Preliminary Prospectus Supplement" shall
mean any preliminary prospectus supplement with respect to the offering
of the New Securities. The "Prospectus Supplement" shall mean any
prospectus supplement with respect to the offering of the New
Securities. "Prospectus" shall mean the form of prospectus relating to
the New Securities included in the Registration Statement at the
Effective Date. "Registration Statement" shall mean the
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registration statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements, as amended
at the Execution Time and, in the event any post-effective amendment
thereto becomes effective prior to the Closing Date (as hereinafter
defined), shall also mean such registration statement as so amended.
"Rule 424" refers to such rule under the Act. Any reference herein to
the Registration Statement, the Preliminary Prospectus Supplement, the
Prospectus Supplement or the Prospectus shall be deemed to refer to and
include the documents (or any portions thereof) incorporated by
reference therein pursuant to Item 12 of Form S-3 whether filed under
the Exchange Act. Any reference herein to the Registration Statement,
a Preliminary Prospectus Supplement, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Exchange Act on or before the Effective Date of
the Registration Statement or the issue date of the Preliminary
Prospectus Supplement, the Prospectus Supplement or the Prospectus, as
the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement,
the Preliminary Prospectus Supplement, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the filing of any
document
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under the Exchange Act after the Effective Date of the Registration
Statement, or the issue date of the Preliminary Prospectus Supplement,
the Prospectus Supplement or the Prospectus, as the case may be, deemed
to be incorporated therein by reference.
(d) The only corporate subsidiaries of the Company are listed on
an exhibit to the Company's most recent Annual Report on Form 10-K
filed with the Commission prior to the Execution Time and are each
referred to herein as a "subsidiary" and are collectively referred to
herein as the "subsidiaries".
(e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of New York, and each subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation or organization, as
the case may be, and each has the corporate power and authority to own
its properties and conduct its business as described in the Prospectus
and the Prospectus Supplement, and has been duly qualified as a foreign
corporation and is in good standing under the laws of each other
jurisdiction in which its ownership or leasing of its properties or its
conduct of its material business makes such qualification necessary,
except
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to the extent that any failure to so qualify or be in good standing
would not have a material adverse effect on the condition (financial or
other), earnings, business or properties of the Company and its
subsidiaries, taken as a whole.
(f) The issuance and sale of the New Securities to be sold by the
Company under this Agreement do not result in a breach of any of the
terms or provisions of, or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default)
under, (i) the Restated Certificate of Incorporation or Bylaws of the
Company or its subsidiaries, (ii) any bond, debenture, note, loan
agreement, indenture, mortgage, deed of trust, lease or other agreement
or instrument to which the Company or its subsidiaries is now a party
or by which any of them is bound, or (iii) any order of any court or
governmental agency or authority entered in any proceeding to which the
Company or its subsidiaries was or is now a party or by which either of
them is bound, which default or breach would have a material adverse
effect on the condition (financial or other), earnings, business or
properties of the Company and its subsidiaries, taken as a whole.
(g) Neither the Company, nor any of its subsidiaries has
sustained since the date of the latest audited financial
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statements included or incorporated by reference in the Prospectus any
material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from
any court or governmental action, order or decree, otherwise than as
set forth or contemplated in the Prospectus and Prospectus Supplement;
and, since the respective dates as of which information is given in the
Registration Statement and the Prospectus and the Prospectus
Supplement, there has not been any material increase in the long-term
debt of the Company or any of its subsidiaries.
(h) The Company has all requisite corporate power and authority
to enter into this Agreement, to issue, sell and deliver the New
Securities as provided herein and to consummate the transactions
contemplated herein. This Agreement has been duly authorized, executed
and delivered by the Company. Each consent, approval, authorization,
order, declaration or filing by or with any governmental agency or body
necessary for the offer and sale of the New Securities and the
execution, delivery and performance of this Agreement by the Company
and the consummation by the Company of the transactions contemplated
hereby, have been made or obtained, except such as may be necessary to
make the Registration Statement remain effective under the Act and to
qualify the New Securities for public offering by you under
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state securities or Blue Sky laws or by the National Association of
Securities Dealers, Inc. ("NASD") in connection with the purchase and
distribution of the Securities by the Purchasers.
(i) The actual and as adjusted capitalization of the Company is
as set forth under the heading "Capitalization" in the Prospectus
Supplement; the issued shares of capital stock of the Company conform
to the description thereof in the Prospectus and Prospectus Supplement
and have been duly authorized and validly issued and are fully paid and
nonassessable; all outstanding shares of capital stock of each of the
subsidiaries have been duly authorized and validly issued, and are
fully paid and nonassessable and (except as described in the
Registration Statement) are owned directly by the Company or by another
subsidiary of the Company free and clear of any liens, encumbrances,
equities or claims.
(j) The Indenture has been duly authorized, executed and
delivered, has been duly qualified under the TIA, and constitutes a
legal, valid and binding instrument enforceable against the Company in
accordance with its terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors' rights generally from time to time in
effect); and the New Securities have been duly authorized
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and, when executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the Purchasers
pursuant to this Agreement, will constitute a legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect). The shares
of Common Stock initially to be reserved for issuance and to be issued
upon conversion of the New Securities have been duly authorized and are
sufficient in number for the conversion of all the New Securities at
the initial conversion price or rate, as the case may be (prior to any
adjustment in such rate or price, as the case may be, pursuant to the
terms thereof) and such shares of Common Stock, when so issued upon
conversion (assuming a conversion price in excess of the par value of
the shares of Common Stock) in accordance with the Certificate of
Amendment applicable thereto, will be duly and validly issued, fully
paid and nonassessable.* The New Securities will conform to the
description thereof in the Prospectus and Prospectus Supple-
--------------------
* Applicable if New Securities are convertible into Common Stock.
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ment and will not have been issued in violation of or subject to any
preemptive rights or rights of first refusal.
(k) Except as described in the Registration Statement, there are
no options, warrants, agreements, preemptive rights, conversion rights,
contracts or other rights in existence to purchase or acquire from the
Company any shares of the capital stock or securities or obligations
convertible into, or any contracts or commitments to issue or sell
shares of capital stock or any such rights or other securities of the
Company. The descriptions of the Company's retirement savings plans,
stock option, stock purchase and other stock plans or arrangements, and
the options or other rights granted and exercised thereunder, as set
forth in the Prospectus and Prospectus Supplement, are accurate and
fair summaries of such plans, arrangements, options and rights.
(l) There are no legal, regulatory, administrative or
governmental actions, suits or proceedings pending to which the Company
or any of its subsidiaries or any of their officers is a party or of
which any properties of the Company or any of its subsidiaries is the
subject except as set forth in the Prospectus and Prospectus
Supplement, or as individually or in the aggregate, do not now have and
are not reasonably expected in the future to have any material adverse
effect in the condition (financial or other), earnings,
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business or properties of the Company and its subsidiaries, taken as a
whole; and to the best knowledge of the Company, no such proceedings
are threatened or contemplated by any of such governmental, regulatory
or administrative authorities or others and there are no agreements,
contracts, leases or documents of the Company or any of its
subsidiaries that are required to be described in the Prospectus and
Prospectus Supplement or to be filed as exhibits to the Registration
Statement by the Act or the Exchange Act or the rules and regulations
thereunder which have not been described in all materials respects in
the Prospectus and Prospectus Supplement or filed as exhibits to the
Registration Statement.
(m) All material agreements to which the Company or any of its
subsidiaries is a party and which are required to be described in the
Registration Statement or the Prospectus and Prospectus Supplement are
described therein. The Company is not in breach of or in violation
under any of the material terms or provisions of, or in default under,
(i) any material contract, indenture, mortgage, deed of trust, permit,
license, note agreement or other material agreement or material
instrument to which the Company is a party or by which any of its
properties are bound, (ii) its Restated Certificate of Incorporation or
Bylaws, or (iii) any order, judgment, statute, rule or regulation of
any court or governmental, administrative or regulatory agency or body
hav-
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ing jurisdiction over the Company or any of its properties, except as
may be properly described in the Prospectus and Prospectus Supplement
or such as individually or in the aggregate do not now have and are not
reasonably expected to have a material adverse effect upon the
condition (financial or other), earnings, business or properties of the
Company and its subsidiaries, taken as a whole.
(n) The Company has obtained the agreement of each of the
Company's directors and executive officers that such persons will not,
for a period set forth in the Prospectus Supplement after the date of
the Prospectus Supplement, offer to sell, contract to sell or otherwise
sell (including without limitation in a short sale), grant any option
to purchase, or dispose of any shares of any equity securities of the
Company, any options or warrants to purchase any shares of any equity
securities of the Company, or any securities convertible into or
exchangeable for shares of any equity securities of the Company,
without the prior written consent of the Representatives except the
Company may issue securities pursuant to the Company's retirement
savings,
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stock option or other benefit or incentive plans maintained for its
officers, directors or employees.*
(o) The Company has not taken and will not take, directly or
indirectly, prior to the earlier of 90 days from the date of this
Agreement and the termination of the underwriting syndicate
contemplated by this Agreement, any action designed to stabilize or
manipulate the price of any security of the Company, or which caused or
resulted in, or which might in the future reasonably be expected to
cause or result in, stabilization or manipulation of the price of any
security of the Company.
(p) KPMG Peat Marwick LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the Exchange Act and the rules
and regulations of the Commission thereunder.
(q) The consolidated financial statements of the Company
(including the related notes and supporting schedules) filed as part of
the Registration Statement or included or incorporated by reference in
the Prospectus and Prospectus
--------------------
* Applicable if New Securities are convertible into equity securities.
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Supplement present fairly in all material respects the condition
(financial or other) and results of operations of the Company and its
consolidated subsidiaries, at the dates and for the periods indicated,
and have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis throughout the periods
involved, except as set forth in the notes to such financial statements
and except to the extent that certain footnote disclosures regarding
the unaudited financial statements have been omitted in accordance with
the applicable rules of the Commission. The amounts included in the
Registration Statement and the amounts in the Prospectus and Prospectus
Supplement under the captions "Prospectus Summary - Summary Financial
and Operating Data" and "Selected Financial and Operating Data" (if
information under such captions is set forth in the Prospectus or
Prospectus Supplement) fairly present, in all material respects, the
information shown therein and have been determined on a basis
consistent with the financial statements included in the Registration
Statement and the Prospectus and Prospectus Supplement.
2. DELIVERY AND PAYMENT. Delivery of and payment for the New Securities
shall be made at 9:00 AM, New York City time, on the date set forth in the
Purchase Agreement, or such later date as the Representative shall designate,
which date and time may be postponed by agreement between the Representative
and the
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Company or as provided in Section 8 hereof (such date and time of delivery
and payment for the New Securities being herein called the "Closing Date").
Delivery of the New Securities shall be made to the Representatives for the
respective accounts of the several Purchasers against payment by the several
Purchasers through the Representative of the purchase price thereof to or
upon the order of the Company in the manner specified in the Purchase
Agreement. Delivery of the New Securities shall be made at such location as
the Representative shall reasonably designate at least one business day in
advance of the Closing Date and payment for the New Securities shall be made
at the place specified in the Purchase Agreement. Certificates for the New
Securities shall be registered in such names and in such denominations as the
Representative may request not less than three full business days in advance
of the Closing Date.
The Company agrees to have the New Securities available for inspection,
checking and packaging by the Representative in New York, New York, not later
than 1:00 PM on the business day prior to the Closing Date.
3. OFFERING BY PURCHASERS. It is understood that the several Purchasers
propose to offer the New Securities for sale to the public as set forth in
the Prospectus and Prospectus Supplement.
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4. AGREEMENTS. The Company agrees with the several Purchasers that:
(a) Prior to the termination of the offering of the New Securities,
the Company will not file any amendment of the Registration Statement
or supplement to the Prospectus Supplement without your prior consent,
which consent shall not be unreasonably withheld. The Company will
promptly advise the Representative (i) when the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, shall have become effective, (ii) when the Prospectus
Supplement, and any supplement thereto, shall have been filed with the
Commission pursuant to the Act, (iii) when, prior to termination of
the offering of the New Securities, any amendment to the Registration
Statement shall have been filed or become effective, (iv) of any
request by the Commission for any amendment of the Registration
Statement or supplement to the Prospectus Supplement or for any
additional information, (v) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that purpose
and (vi) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the New Securities
for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best efforts
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to prevent the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the New
Securities is required to be delivered under the Act, any event occurs
as a result of which the Prospectus and Prospectus Supplement as then
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Prospectus and Prospectus Supplement to
comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will prepare and file with the
Commission, subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct such
statement or omission or effect such compliance.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representative an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for the
Purchasers, without charge, signed copies of
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the Registration Statement (including exhibits thereto) and to each
other Purchaser a copy of the Registration Statement (without exhibits
thereto) and, so long as delivery of a prospectus by an Purchaser or
dealer may be required by the Act, as many copies of each Prospectus,
Preliminary Prospectus Supplement and Prospectus Supplement and any
supplement thereto as the Representative may reasonably request. The
Company will pay the expenses of printing or other production of all
documents relating to the offering.
(e) The Company will arrange for the qualification of the New
Securities for sale under the laws of such jurisdictions as the
Representative may designate, will maintain such qualifications in
effect so long as required for the distribution of the New Securities;
PROVIDED, HOWEVER, that the Company shall not be required to qualify
to do business in any jurisdiction where it is not now qualified or to
file a general consent to service of process in any jurisdiction. The
Company will pay the fee of the NASD in connection with its review of
the offering, if any.
(f) The Company will not, for the period set forth in the Prospectus
Supplement following the Execution Time, without the prior written
consent of the Representative, offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or announce the offering
of, any equ-
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ity securities into which the New Securities are convertible;
PROVIDED, HOWEVER, that the Company may issue equity securities (x)
upon conversion of the New Securities, (y) pursuant to any stock
option, retirement savings or other benefit or incentive plans
maintained for the Company's of ficers, directors or employees, in
effect at the Execution Time and (z) for the payment of regular
dividends on the Company's $.75 Convertible Preferred Stock.*
(g) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida,
Chapter 92-198, AN ACT RELATING TO DISCLOSURE OF DOING BUSINESS WITH
CUBA, and the Company further agrees that if it commences engaging in
business with the government of Cuba or with any person or affiliate
located in Cuba after the date the Registration Statement had become
effective with the Securities and Exchange Commission or with the
Florida Department of Banking and Finance (the "Department"),
whichever date is later, or if the information reported in the
Prospectus and Prospectus Supplement, if any, concerning the Company's
business with Cuba or with any person or affiliate located in Cuba
changes in any mate-
-----------------------------
* Applicable if New Securities are convertible into equity securities.
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rial way, the Company will provide the Department notice of such business
or change, as appropriate, in a form acceptable to the Department.
5. CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS. The obligations of
the Purchasers to purchase the New Securities shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant
to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) If filing of the Prospectus Supplement, or any supplement
thereto, is required pursuant to the Act, the Prospectus Supplement,
and any such supplement, will be filed in the manner and within the
time period required by the Act; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to the Representatives the
opinion of Xxxxxx X. XxXxxxxx, Esq., Corporate Counsel and Secretary
for the Company, dated the Closing Date, to the effect that:
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(i) each of the Company and its subsidiaries has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority
to own its properties and conduct its business as described in
the Prospectus and Prospectus Supplement, and is duly qualified
to do business as a foreign corporation and is in good standing
under the laws of each jurisdiction in which its ownership or
leasing of its material properties or its conduct of its
material business makes such qualification necessary, except to
the extent the failure, individually or in the aggregate, to be
so qualified or in good standing could have a material adverse
effect on the condition (financial or other), earnings, business
or properties of the Company and its subsidiaries, taken as a
whole;
(ii) all the outstanding shares of capital stock of the
subsidiaries have been duly and validly authorized and issued
and are fully paid and nonassessable, and, except as otherwise
set forth in the Prospectus and Prospectus Supplement, all
outstanding shares of capital stock
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of the subsidiaries are owned by the Company either directly or
through wholly owned subsidiaries free and clear of any
perfected security interest and, to the knowledge of such
counsel, any other security interests, claims, liens or
encumbrances;
(iii) the Company's authorized equity capitalization is as set
forth in the Prospectus and Prospectus Supplement; the capital
stock of the Company conforms to the description thereof
contained in the Prospectus and Prospectus Supplement; all of
the outstanding shares of capital stock have been duly
authorized and validly issued and are fully paid and
nonassessable and were not issued in violation of or subject to
any preemptive or other rights to subscribe for the capital
stock;
(iv) the Indenture has been duly authorized, executed and
delivered, has been duly qualified under the TIA, and
constitutes a legal, valid and binding instrument enforceable
against the Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency,
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moratorium or other laws affecting creditors' rights generally
from time to time in effect); and the New Securities have been
duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to
and paid for by the Purchasers pur suant to this Agreement, will
constitute legal, valid and binding obligations of the Company
en titled to the benefits of the Indenture(subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, morato rium or other laws affecting
creditors' rights generally from time to ime in effect);
(v) the shares of Common Stock of the Company initially issuable
on conversion of the New Securities have been duly authorized by
the Company, and, when issued on such conversion (assuming a
conversion price in excess of the par value of the shares of
Common Stock) in accor dance with the Certificate of Amendment
relating thereto will be duly authorized, validly issued, fully
paid and nonassessable; the shares of Common Stock initially
issuable upon conversion of the New Securities at the initial
conversion price or rate, as the case may be, have been duly
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reserved for issuance upon such conversion and are sufficient in
number for the conversion of all of the New Securities at the
initial conversion price or rate, as the case may be (prior to
any adjustments in such rate pursuant to the terms thereof);
(vi) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries of a character
required to be disclosed in the Registration Statement which is
not adequately disclosed in the Prospectus and Prospectus
Supplement, and there is no contract, agreement, lease,
instrument, license or other document of a character required to
be described in the Registration Statement or the Prospectus and
Prospectus Supplement, or to be filed as an exhibit, which is
not described or filed as required; and the statements in the
Prospectus and
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Prospectus Supplement under the headings[*] fairly summarize
the matters therein described;
(vii) such counsel has no reason to believe that, at the
Effective Date, the Registration Statement contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus and
Prospectus Supplement include any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading;
(viii) this Agreement has been duly authorized, executed and
delivered by the Company;
(ix) no consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation
of the transactions contemplated herein and the distri-
---------------------
* Insert appropriate captions in opinon, if relevant.
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bution of the New Securities by the Purchasers, except such as
have been obtained under the Act and such as may be required
under the blue sky or foreign laws of any jurisdiction in
connection with the purchase and distribution of the New
Securities by the Purchasers, and by the NASD, and such other
approvals (specified in such opinion) as have been obtained;
(x) neither the issuance, sale or delivery of the New
Securities, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the
terms hereof will conflict with, result in a breach or violation
of, or constitute a default under any law, rule or regulation
(except that such counsel need not express any opinion with
respect to any federal or state securities laws) or the Restated
Certificate of Incorporation or Bylaws of the Company or the
terms of any indenture or other agreement or instrument known to
such counsel and to which the Company or any of its subsidiaries
is a party or bound or any judgment, order, or decree known to
such counsel to be applicable to the Company or any of its
subsidiaries of any court, regulatory body, administrative
agency,
-28-
governmental body or arbitrator having jurisdiction over
the Company or any of its subsidiaries; and
(xi) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of any laws other than the Business Corporation Law
of the State of New York and the laws of any jurisdiction other than the
United States, to the extent he deems proper and specified in such opinion,
upon the opinion of other counsel of good standing whom he believes to be
reliable and who is satisfactory to counsel for the Purchasers and (B) as to
matters of fact, to the extent he deems proper, on certificates of
responsible offi cers of the Company and public officials. References to the
Prospectus and Prospectus Supplement in this paragraph (b) include any
supplements thereto at the Closing Date.
(c) The Company shall have furnished to the Representatives the opinion of
Xxxxxx & Xxxxxx L.L.P., counsel for the Company, dated the Closing Date, to
the effect that:
(i) the Registration Statement has become effective under the
Act; any required filing
-29-
of the Prospectus and Prospectus Supplement, and any supplements
thereto, pursuant to the Act has been made in the manner and
within the time period required by the Act; to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened
and the Registration Statement and the Prospectus and Prospectus
Supplement (other than the financial statements and other
financial and statistical information contained therein as to
which such counsel need express no opinion) comply as to form in
all material respects with the applicable requirements of Form S-3,
the Act and the Exchange Act and the respective rules and
regulations thereunder; and such counsel has no reason to
believe that, at the Effective Date, the Registration Statement
contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that
the Prospectus and Prospectus Supplement include any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements
-30-
therein, in the light of the circumstances under which they were
made, not misleading;
(ii) no consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation
of the transactions contemplated herein, except such as have
been obtained under the Act and such as may be required under
the blue sky or foreign laws of any jurisdiction in connection
with the purchase and distribution of the New Securities by the
Purchasers, and by the NASD, and such other approvals (specified
in such opinion) as have been obtained; and
(iii) neither the issuance, sale or delivery of the New
Securities, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the
terms hereof will conflict with, result in a breach or violation
of, or constitute a default under any law, rule or regulation
(except that such counsel need not express any opinion with
respect to any federal or state securities laws) or the Restated
Certificate of Incorporation or Bylaws of the Company or the
terms of any indenture or other
-31-
agreement or instrument known to such counsel and to which the
Company or any of its subsidiaries is a party or bound or any
judgment, order or decree known to such counsel to be applicable
to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Texas or the United States, to the extent they deem proper and specified in
such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the Purchasers
and (B) as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and public officials.
References to the Prospectus and Prospectus Supplement in this paragraph (c)
include any supplements thereto at the Closing Date.
(d) The Representatives shall have received from Xxxxxx Xxxxxx & Xxxxxxx,
counsel for the Purchasers, such opinion or opinions, dated the Closing Date,
with respect to the issuance and sale of the New Securities, the Registration
Statement, the Prospectus and Prospectus Supplement
-32-
(together with any supplement thereto) and other related matters as the
Representative may reasonably require, and the Company shall have furnished
to such counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(e) The Company shall have furnished to the Representative a certificate
of the Company, signed by the Chairman of the Board or the President and the
principal financial or accounting officer of the Company, dated the Closing
Date, to the effect that the signers of such certificate have carefully
examined the Registration Statement, the Prospectus and Prospectus
Supplement, any supplement to the Prospectus Supplement and this Agreement
and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
the Closing Date pursuant to this Agreement;
(ii) no stop order suspending the effectiveness of the Registration
Statement has
-33-
been issued and no proceedings for that purpose have xxxx
instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus and Prospectus Supplement (exclusive of any
supplement thereto), there has been no material adverse change in the
condition (financial or other), earnings, business or properties of
the Company and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Prospectus and Prospectus
Supplement (exclusive of any supplement thereto).
(f) At the Closing Date, KPMG Peat Marwick LLP shall have furnished to the
Representative a letter or letters, dated as of the Closing Date, in form and
substance satisfactory to the Representative.
(g) Subsequent to the Execution Time or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any
amendment thereof) and the Prospectus and Prospectus Supplement (exclusive of
any supplement thereto), there shall not have been any change, or
-34-
any development involving a prospective change, in or affecting the business
or properties of the Company and its subsidiaries, taken as a whole, the
effect of which is, in the judgment of the Representatives, so material and
adverse as to make it impractical or inadvisable to proceed with the offering
or delivery of the New Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the Prospectus and
Prospectus Supplement (exclusive of any supplement thereto).
(h) At the Closing Date, the Company shall have furnished to the
Representative a letter substantially in the form of Exhibit A hereto from
each executive officer and director of the Company addressed to the
Representative, in which each such person agrees not to offer, sell or
contract to sell, or otherwise dispose of, directly or indirectly, or
announce an offering of, any shares of equity securities beneficially owned
by such person or any securities convertible into, or exchangeable for,
shares of equity securities for a period of specified in the Prospectus
Supplement following the Execution Time without the prior consent of
-35-
the Representative, other than shares of equity securities disposed of as
bona fide gifts or by act of law.*
(i) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined
for purposes of Rule 436(g) under the Act) or any notice given of any
intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the
possible change.
(j) Prior to the Closing Date, the Company shall have
furnished to the Representative such further information,
certificates and documents as the Representative may reasonably request.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in
form and substance to the Representative and counsel for the Purchas-
--------------------
* Applicable if New Securities are convertible into equity securities.
-36-
ers, this Agreement and all obligations of the Purchasers hereunder may be
canceled at, or at any time prior to, the Closing Date by the Representative.
Notice of such cancellation shall be given to the Secretary of the Company
in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the
Purchasers, at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the Closing Date.
6. REIMBURSEMENT OF PURCHASERS' EXPENSES. If the sale of the New
Securities provided for herein is not consummated because any condition to
the obligations of the Purchasers set forth in Section 5 hereof is not
satisfied, because of any termination pursuant to Section 9 hereof or because
of any refusal, inability or failure on the part of the Company to perform
any agreement herein or comply with any provision hereof other than by reason
of a default by any of the Purchasers, the Company will reimburse the
Purchasers severally upon demand for all reasonable out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.
-37-
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company agrees to indemnify and hold harmless each Purchaser,
the directors, officers, employees and agents of each Purchaser and each
person who controls any Purchaser within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or li
abilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
the Registration State ment for the registration of the New Securities as
originally filed or in any amendment thereof, or in any Preliminary
Prospectus Supplement or in the Prospectus Supplement, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the 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
agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the Company will not be liable in any such
-38-
case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Purchaser through the Representative specifically for inclusion therein; and
PROVIDED, FURTHER, that such indemnity with respect to any preliminary
prospectus supplement shall not inure to the benefit of the Purchaser (or any
person controlling the Purchaser) from whom the person asserting any such
loss, claim, damage or liability purchased the New Securities which are the
subject thereof if such person did not receive a copy of the Prospectus
Supplement (or the Prospectus Supplement as amended and supplemented) at or
prior to the confirmation of the sale of such New Securities to such person
in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in such preliminary
prospectus supplement was corrected in the Prospectus Supplement (or the
Prospectus Supplement as amended or supplemented) provided that the Company
shall have delivered the Prospectus Supplement, as amended or supplemented,
to the Representative on a timely basis to permit such delivery. This
indemnity agreement will be in addition to any liability which the Company
may otherwise have.
-39-
(b) Each Purchaser severally agrees to indemnify and hold harmless the
Company, each of the Company's directors, each of the Company's officers who
signs the Registration Statement, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent
as the foregoing indemnity from the Company to each Purchaser, but only with
reference to written information relating to such Purchaser furnished to the
Company by or on behalf of such Purchaser through the Representative
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability
which any Purchaser may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations
-40-
to any indemnified party other than the indemnification obligation provided
in paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
PROVIDED, HOWEVER, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel
to represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party
-41-
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the
indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit
or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Purchasers agree to
contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Purchasers may be subject in such proportion as is
appropri-
-42-
ate to reflect the relative benefits received by the Company on the one hand
and by the Purchasers on the other from the offering of the New Securities;
PROVIDED, HOWEVER, that in no case shall any Purchaser (except as may be
provided in any agreement among Purchasers relating to the offering of the
New Securities) be responsible for any amount in excess of the underwriting
discount or commission applicable to the New Securities purchased by such
Purchaser hereunder. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Company and the Purchasers shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and of the Purchasers on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed
to be equal to the total net proceeds from the offering (after deducting
expenses), and benefits received by the Purchasers shall be deemed to be
equal to the total underwriting discounts and commissions, in each case as
set forth on the cover page of the Prospectus. Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by the Company or the Purchasers. The
Company and the Purchasers agree that it would not be just
-43-
and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 7, each person who controls an Purchaser within the
meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of a Purchaser shall have the same rights to contribution
as such Purchaser, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).
8. DEFAULT BY A PURCHASER. If any one or more Purchasers shall fail to
purchase and pay for any of the New Securities agreed to be purchased by such
Purchaser or Purchasers hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under
this Agreement, the remaining Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the
-44-
principal amount of New Securities set forth opposite their names in Schedule
I to the Purchase Agreement bears to the aggregate principal amount of New
Securities set forth opposite the names of all the remaining Purchasers) the
New Securities which the defaulting Purchaser or Purchasers agreed but failed
to purchase; PROVIDED, HOWEVER, that in the event that the aggregate
principal amount of New Securities which the defaulting Purchaser or
Purchasers agreed but failed to purchase shall exceed 10% of the aggregate
principal amount of New Securities set forth in Schedule I to the Purchase
Agreement, the remaining Purchasers shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the New Securities, and
if such nondefaulting Purchasers do not purchase all the New Securities, this
Agreement will terminate without liability to any nondefaulting Purchaser or
the Company. In the event of a default by any Purchaser as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representative shall determine in order that the required
changes in the Registration Statement and the Prospectus Supplement or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Purchaser of its liability, if any, to
the Company and any nondefaulting Purchaser for damages occasioned by its
default hereunder.
-45-
9. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representative, by notice given to the Company
prior to delivery of and payment for the New Securities, if prior to such
time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the Nasdaq National Market (or on the principal exchange or
market on which the Company's Common Stock is then traded) or trading in
securities generally on the New York Stock or the Nasdaq National Market (or
on the principal exchange or market on which the Company's Common Stock is
then traded) shall have been suspended or limited or minimum prices shall
have been established on either of such Exchange or Market, (ii) a banking
moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war
or other calamity or crisis the effect of which on financial markets is such
as to make it, in the judgment of the Representative, impracticable or
inadvisable to proceed with the offering or delivery of the New Securities as
contemplated by the Prospectus and Prospectus Supplement (exclusive of any
supplement thereto).
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of the Purchasers set forth in or made
pursuant to this Agreement will
-46-
remain in full force and effect, regardless of any investigation made by or
on behalf of any Purchaser or the Company or any of the officers, directors
or controlling persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 6 and
7 hereof shall survive the termination or cancellation of this Agreement.
11. NOTICES. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Purchasers, will be mailed,
delivered or telegraphed and confirmed to them at the address set forth in
the Purchase Agreement; or, if sent to the Company, will be mailed,
delivered, or telegraphed and confirmed to it at 0000 Xxxxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx X. XxXxxxxx, Esq.
12. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and control ling persons referred to in Section 7
hereof, and no other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws.
14. COUNTERPARTS. This Agreement may be executed in more than one
counterpart each of which shall be deemed an
-47-
original and each of which shall constitute one and the same instrument.
FOREST OIL CORPORATION
PURCHASE AGREEMENT
DEBT SECURITIES
New York, New York
[Date]
[Name(s) of Purchaser(s) or
Name(s) of Co-Manager(s), if any
As Representative of the several
Purchasers]
[Address]
Dear Sirs:
Re: Debt Securities covered by Registration Statement
No. 333-[ ] (the "Registration Statement")
Forest Oil Corporation, a New York corporation (the "Company"), subject to
the terms and conditions and in reliance upon the representations and
warranties herein set forth, proposes and agrees to sell to each purchaser
named in Schedule I hereto (together, the "Purchasers"), for whom you (the
"Representative") are acting as representative, $________ aggregate
principal amount of its ___% ____________ due ___________ (the "New
Securities"), to be issued under an indenture (the "Indenture") to be dated
as of ______________, ____ between the Company and _______________, as
trustee (the "Trustee"). Each Purchaser agrees, severally and not jointly,
to purchase from the Company the principal amount of the New Securities set
forth opposite such Purchaser's name in Schedule I hereto.
The price at which the New Securities shall be purchased from the Company
by the Purchasers shall be ___% of the principal amount thereof plus
[accrued interest] [amortization of original issue discount], if any, on the
New Securities from ____________, ____. The New Securities will be offered
as set forth in the Prospectus Supplement relating to such New Securities.
-2-
The New Securities will have the following terms:*
Interest Rate: ___% per annum accruing from _______, ____.
Interest Payment Dates: ___________ and _________
commencing __________, ____.
Maturity: ____________, ____
[Redemption Provisions:]
[Mandatory and Optional
Sinking Fund Provisions:]
All of the provisions contained in the document entitled "Forest Oil
Corporation Standard Purchase Agreement Provisions - Debt Securities," a copy
of which has been filed as Exhibit 1.2 to the Registration Statement and has
been previously furnished to you, are hereby incorporated by reference in
their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein.
The "Closing Date" (as defined in Section 2 of the aforementioned Standard
Purchase Agreement Provisions) shall be ____________, ____.
[The payment for the New Securities shall be made in ____________ funds.]
[The place at which the New Securities shall be purchased shall be
_________________.]
[Notices to the [Purchasers] [Representative] shall be sent to the
following addresses:]
[We represent that we are authorized to act for the several Purchasers named
in Schedule I hereto in connection with this financing and any action under
this Agreement by any of us will be binding upon all the Purchasers.]
----------------------
* To be either described in the Prospectus and Prospectus Supplement for the
New Securities or included in this Agreement.
-3-
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Purchasers.
Very truly yours,
FOREST OIL CORPORATION
By:
----------------------------
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
[Name(s) of Purchaser(s) or
Name(s) of Representative, if any]
By:
By:
-----------------------------------
[For themselves and the other
several Purchasers named in
Schedule I to the foregoing
Agreement.]
SCHEUDLE I
Principal Amount
of New Securities
Purchasers to be Purchased
---------- -----------------
$
---------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $
---------------
---------------
Exhibit A*
FOREST OIL CORPORATION
PUBLIC OFFERING OF EQUITY CONVERTIBLE DEBT SECURITIES
__________, ____
[Name(s) of Purchaser(s) or
Name(s) of Co-Manager(s), if any
As Representative of the several Purchasers]
[Address]
Dear Sirs:
This letter is being delivered to you in connection with the Purchase
Agreement (the "Purchase Agreement") between Forest Oil Corporation, a New
York corporation (the "Company") and you as representative of a group of
Purchasers named therein (collectively, the "Purchasers"), relating to an
under-written public offering of $__________ aggregate principal amount of
its _____% due __________ (the "New Securities"), of the Company.
In order to induce you and the other Purchasers to enter into the Purchase
Agreement, the undersigned agrees not to offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or announce an offering of, any
shares of New Securities beneficially owned by the undersigned or any
securities convertible into, or exchangeable for, shares of New Securities
for a period of ___ days following the day on which the Purchase Agreement is
executed without the prior consent of [________________________], other than
shares of New Securities disposed of as bona fide gifts or by act of law.
-------------------
* Applicable if New Securities are convertible or exchangeable for equity
securities.
-3-
If for any reason the Purchase Agreement shall be terminated prior to the
Closing Date (as defined in the Pur-chase Agreement), the agreement set forth
above shall likewise be terminated.
Sincerely,
-------------------------
Name:
--------------------
Title:
-------------------
Address:
----------------
