Exhibit 4.12
AMENDMENT No. 1 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated
January 24, 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 Registration
Rights Agreement (the "Registration Rights Agreement") dated July 27, 1995
relating to registration rights granted by the Company to the Shareholder in
respect of certain Tranche B Warrant Shares.
WHEREAS, pursuant to the Second Restructure Agreement dated December 29,
1995 between the Company and the Shareholder, the Tranche B Warrants shall, on
the closing of the Second Restructure Agreement, be exchanged for 1,680,000
shares of common stock of the Company, par value $.10 per share, together with
the associated Rights.
WHEREAS, the Company and the Shareholder wish to amend the Registration
Rights Agreement to take account of the exchange 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 Registration Rights Agreement shall be amended as follows:
(a) In the Recitals, the last sentence of Paragraph A shall be deleted
and the following substituted therefor: "The 1,680,000 shares of
the Common Stock of the Company acquired pursuant to the Second
Restructure Agreement are referred to as the "Registrable Shares"."
(b) In Section 1(a), the phrase "Termination Date (as defined in the
JEDI/Anschutz Option)" shall be deleted and the following
substituted therefor: "Permitted Transfer Date (as defined in the
Shareholders Agreement dated January 24, 1996, between the Company
and the Shareholder)".
(c) In Section 1(b):
(i) The following clause shall be inserted at the beginning of
the first sentence of Section 1(b): "Subject to the
provisions of Section 1(b)(4),";
(ii) The following Section 1(b)(4) shall be inserted:
"(4) If prior to the Effective Date 7/98 the Other
Shareholder requests inclusion or demands registration
of any Other Registrable Shares in an offering pursuant to
its rights under the Other Registration Rights Agreement,
the Shareholder shall be permitted to include in such
offering the same percentage of its Registrable Shares as
the percentage of Other Registrable Shares for which such
request has been made; provided that the percentage of Other
Registrable Shares shall be calculated based on the number
of shares of Common Stock of the Company owned by the Other
Shareholder, together with shares of Common Stock issuable
pursuant to any derivative security owned by the Other
Shareholder which is then in effect and convertible into or
exchangeable for, or which entitles the Other Shareholder to
purchase, Common Stock of the Company. If the managing
underwriter of such offering 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 as to
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 in accordance with the priorities set
forth in Setion 1(b)(2) or Section 1(b)(3), as the case may
be."
2. Except as modified by the terms of this Amendment, the terms of the
Registration Rights Agreement shall continue in full force and effect.
Any reference in the Registration Rights Agreement to "this Agreement"
shall be deemed to include the amendments to the Registration Rights
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.
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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
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Xxxxxxxx X. Xxxxxx
Vice President
FOREST OIL CORPORATION
By: /s/ Xxxxxx X. XxXxxxxx
-------------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Secretary
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