Page 1
EXECUTION COPY
AMENDMENT NO. 4 TO DEED OF TRUST, MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT
(PERSONAL PROPERTY INCLUDING HYDROCARBONS),
AND FIXTURE FILING
THIS AMENDMENT NO. 4 TO DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT (PERSONAL PROPERTY INCLUDING
HYDROCARBONS) AND FIXTURE FILING (this "AMENDMENT") is entered into as of August
19, 1997 at 9:00 a.m., Mountain Time (the "EFFECTIVE DATE") by and between
FOREST OIL CORPORATION, a New York corporation with an address for notice
hereunder of 1500 Colorado National Building, 000 00xx Xxxxxx, Xxxxxx, Xxxxxxxx
00000 ("MORTGAGOR") to:
1. THE CHASE MANHATTAN BANK, with an address at Xxx Xxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for each bank referred to
below and as agent for The Chase Manhattan Bank of Canada and the
Canadian Lenders (as defined below) in connection with the Canadian
Guarantee (as defined below) (in such capacity, the "AGENT") (the
Agent, together with its successors in such capacity, is hereinafter
referred to as the "SECURED PARTY"), as to any and all portions of the
Collateral EXCEPT those portions of the Collateral which (i) are
located in the State of Texas or in offshore waters adjacent to the
State of Texas and subject to the laws of the State of Texas and
(ii) constitute interests in or to real property under the law of the
State of Texas (the "DT COLLATERAL"); and
2. Xxxx Xx Xxxxxxxx, with an address at Xxx Xxxxx Xxxxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, as trustee (successor to Xxxxxxx X. Xxxx)
(in such capacity, together with her successors and assigns in such
capacity, the "TRUSTEE"), but only as to the DT Collateral.
A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. IN CERTAIN STATES, A POWER
OF SALE MAY ALLOW THE SECURED PARTY TO TAKE THE COLLATERAL AND SELL IT WITHOUT
GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS
INSTRUMENT.
R E C I T A L S
Page 2
A. Mortgagor, certain banks (collectively, the "ORIGINAL BANKS"),
and the Agent were parties to a Credit Agreement dated as of December 1, 1993
(as heretofore modified and supplemented and in effect on the date hereof (the
"ORIGINAL CREDIT AGREEMENT").
B. Mortgagor, certain banks (collectively, the "EXISTING BANKS"),
and the Agent amended and restated the Original Credit Agreement pursuant to an
Amended and Restated Credit Agreement dated as of August 31, 1995.
C. Mortgagor, the Existing Banks and the Agent further amended and
restated the Original Credit Agreement pursuant to a Second Amended and Restated
Credit Agreement dated as of January 31, 1997 (the "SECOND AMENDED AND RESTATED
CREDIT AGREEMENT").
D. Mortgagor, the Existing Banks and the Agent amended the Second
Amended and Restated Credit Agreement pursuant to an Amendment No. 1 and Waiver
dated April 1, 1997.
E. Mortgagor, certain banks (collectively, the "BANKS") and the
Agent have agreed to further amend the Second Amended and Restated Credit
Agreement pursuant to an Amendment No. 2 dated as of August 19, 1997 (the Second
Amended and Restated Credit Agreement as so amended and restated and as the same
may be further amended and restated and in effect from time to time, being
referred to herein as the "CREDIT AGREEMENT").
F. The Credit Agreement is secured by, among other things, that
certain Deed of Trust, Mortgage, Security Agreement, Assignment of Production,
Financing Statement (Personal Property Including Hydrocarbons), and Fixture
Filing dated as of December 1, 1993 from Mortgagor to Secured Party and Trustee
(as heretofore modified and supplemented, the "DEED OF TRUST").
G. The Deed of Trust was amended by Amendment No. 1 to Deed of
Trust, Mortgage, Security Agreement, Assignment of Production, Financing
Statement (Personal Property Including Hydrocarbons), and Fixture Filing dated
as of June 3, 1994. The Deed of Trust was further amended by Amendment No. 2 to
Deed of Trust, Mortgage, Security Agreement, Assignment of Production, Financing
Statement (Personal Property Including Hydrocarbons), and Fixture Filing dated
as of August 31, 1995 and by Amendment NO. 3 to Deed of Trust, Mortgage,
Security Agreement, Assignment of Production, Financing Statement (Personal
Property Including Hydrocarbons), and Fixture Filing dated as of January 31,
1997. The Deed of Trust, Amendment Xx. 0, Xxxxxxxxx Xx. 0 and Amendment No. 3
were duly recorded as set forth on Schedule 1 attached hereto.
H. Mortgagor and Secured Party now desire to further amend the Deed
of Trust to secure all indebtedness under the Credit Agreement, notwithstanding
any extensions or renewals of the Credit Agreement or any amendments to the
Credit Agreement at any time
Page 3
maturing August 19, 2001 and secure all obligations arising pursuant to the
guarantee (the "CANADIAN GUARANTEE") among the Mortgagor and The Chase
Manhattan Bank of Canada, as administrative agent (the "CANADIAN AGENT") for
the lenders (the "CANADIAN LENDERS") party to the Second Amended and Restated
Credit Agreement dated as of April 1, 1997 among 611852 Saskatchewan Ltd.
(the "CANADIAN SUBSIDIARY"), the Canadian Lenders and the Canadian Agent, as
amended by Amendment No. 1 dated as of August 19, 1997 and as the same may be
amended, restated, modified and supplemented and in effect from time to time
(the "CANADIAN CREDIT AGREEMENT").
I. Mortgagor and Secured Party now desire to further amend the Deed
of Trust to provide for the continuation of the mortgage lien and security
interest provided under the Deed of Trust by Mortgagor to the Secured Party, for
the benefit of itself, the Banks and the Canadian Lenders.
NOW, THEREFORE, in view of the foregoing, Mortgagor and Secured Party
do hereby agree as follows:
1. All capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Deed of Trust.
2. All references in the Deed of Trust to "this Instrument", as
defined in the opening paragraph of the Deed of Trust shall mean the Deed of
Trust as amended hereby and as the same may from time to time be further amended
or supplemented.
3. The Deed of Trust is hereby amended: (i) by deleting Recital 1
in its entirety and substituting the following therefor:
"1. Pursuant to the terms of the Second Amended and Restated
Credit Agreement dated as of January 31, 1997, among Mortgagor,
certain banks (collectively, the "BANKS"), the Subsidiary Guarantors
and the Secured Party as amended by Amendment No. 1 and Waiver dated
as of April 1, 1997 and as further amended by Amendment No. 2 dated as
of August 19, 1997 (and as the same may be further amended,
supplemented and otherwise modified and in effect from time to time,
the "CREDIT AGREEMENT"), the Banks have agreed to make loans from time
to time under a revolving credit facility to the Mortgagor the
aggregate principal or stated amount of which shall not exceed
$130,000,000 at any one time (maturing August 19, 2001), and issue or
acquire participation interests in letters of credit for account of
Mortgagor the aggregate amount of the liabilities of the Banks under
which shall not exceed $10,000,000.00. Pursuant to the terms of the
Canadian Credit Agreement (as defined below), the Canadian Lenders
have agreed to make loans and issue or acquire participation interests
in bankers' acceptances from time to time under a revolving credit
facility to the Canadian Subsidiary (as defined below) the aggregate
principal or stated amount of which shall not exceed Canadian Dollars
Page 4
$165,000,000 at any one time outstanding (maturing August 19, 2001),
and issue or acquire participations in letters of credit for the
account of the Canadian Subsidiary the aggregate amount of the
liabilities of the Canadian Lenders under which shall not exceed
Canadian dollars $15,000,000, provided that the Mortgagor provides the
Canadian Guarantee (as defined below) in favor of the Canadian Agent
(as defined below) and the Canadian Lenders (as defined below).";
(ii) by deleting Section 1.01A in its entirety and substituting the
following therefore:
"A. Payment in full when due (whether as stated maturity, by
acceleration or otherwise) of the principal of and interest on
the Loans made by the Banks, all amounts from time to time owing
to the Canadian Agent for itself and the Canadian Lenders
pursuant to the Canadian Guarantee (including, without
limitation, the Debt (as such term is defined in the Canadian
Guarantee)) and all other amounts (including, without limitation,
Reimbursement Obligations) from time to time owing to, and
obligations to be performed in favor of, the Secured Party, the
Banks and the Canadian Lenders by the Mortgagor under the Credit
Agreement, the Notes and under any of the other Basic Documents
(any reborrowings, future advances, readvances, modifications,
extensions, substitutions, exchanges and renewals shall enjoy the
same priority as the initial advances evidenced by the Notes),
the obligations to the Canadian Agent and the Canadian Lenders
under the Canadian Guarantee and the obligations to be performed
in favor of, the Secured Party and the Banks by the Mortgagor
under any Commodity Hedging Agreements or Interest Rate
Protection Agreements (as those terms are defined in the Credit
Agreement).";
(iii) by inserting the following definitions in alphabetical order in
Article VI:
"CANADIAN AGENT" shall have the meaning given to such term in
Recital H of Amendment No. 4 to Deed of Trust dated as of August 19, 1997.
"CANADIAN CREDIT AGREEMENT" shall have the meaning given such
term in Recital H of Amendment No. 4 to Deed of Trust dated as of August
19, 1997.
"CANADIAN GUARANTEE" shall have the meaning given to such term in
Recital H of Amendment No. 4 to Deed of Trust dated as of August 19, 1997.
"CANADIAN LENDERS" shall have the meaning given to such term in
Recital H of Amendment No. 4 to Deed of Trust dated as of August 19, 1997.
Page 5
"CANADIAN SUBSIDIARY" shall have the meaning given such term in
Recital H of Amendment No. 4 to Deed of Trust dated as of August 19, 1997;
and
(iv) By deleting Section 9.01(ii) and substituting the following
therefor:
(ii) the maximum amount of the Obligations that may be
outstanding at any time and from time to time that this
Instrument secured is fixed at $150,000,000.
4. Mortgagor hereby confirms that pursuant to and subject to the
terms of the Deed of Trust, it has heretofore absolutely and unconditionally
granted, bargained, sold, assigned, transferred and conveyed the DT Collateral
to the Trustee and granted to the Secured Party a security interest in those
portions of the Collateral which (i) are located in the State of Texas or in
offshore waters adjacent to the State of Texas and subject to the laws of the
State of Texas and (ii) do not constitute DT Collateral.
5. Mortgagor hereby confirms that pursuant to and subject to the
Deed of Trust, it has heretofore absolutely and unconditionally granted,
bargained, sold, assigned, transferred, pledged, mortgaged, warranted and
conveyed to the Secured Party and granted the Secured Party a security interest
in all of the Collateral (except the DT Collateral), including, without
limitation, all severed and extracted Hydrocarbons and other minerals produced
from or attributable to the Mortgaged Property, including, without limitation,
all of the proceeds thereof.
6. Mortgagor hereby acknowledges the Obligations, whether now
existing or to arise hereafter, and confesses judgement thereon in favor of the
Secured Party if the Obligations are not paid when due.
7. The parties hereto hereby acknowledge and agree that except as
specifically amended, changed or modified hereby, the Deed of Trust shall remain
in full force and effect in accordance with its terms. None of the rights,
titles and interests existing and to exist under the Deed of Trust are hereby
released, diminished or impaired, and Mortgagor hereby reaffirms all agreements
and covenants and acknowledges and agrees that, except as previously disclosed
by Mortgagor under the Deed of Trust (except to the extent same relate to
Collateral that is no longer owned by Mortgagor and other than the
representation and warranty set forth in the first sentence of Section 2.02(c)
of the Deed of Trust) are true and correct in all material respects as of the
date hereof. Mortgagor also represents and warrants to the Banks that the
current net overproduced position of the Mortgagor with respect to Hydrocarbons
produced from the Mortgaged Properties (expressed in volumetric terms) is not
materially greater than the overproduced position of the Mortgagor with respect
to the Mortgaged Properties as of January 31, 1997.
8. INSOFAR AS PERMITTED BY OTHERWISE APPLICABLE LAW,
Page 6
THIS AMENDMENT SHALL BE CONSTRUED UNDER AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK (EXCLUDING CHOICE OF LAW AND CONFLICT OF LAW RULES). MORTGAGOR
HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK AND EACH OTHER STATE WHERE
THE COLLATERAL IS LOCATED AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY
BE MADE UPON IT IN ANY LEGAL PROCEEDING RELATING TO THIS AMENDMENT, THE BASIC
DOCUMENTS OR THE OBLIGATIONS IN THE CASE OF A PROCEEDING IN ANY OF SUCH
STATES, BY SERVING THE SECRETARY OF STATE OF SUCH STATE IN ACCORDANCE WITH
ANY APPLICABLE PROVISIONS OF SUCH STATE'S LAW GOVERNING SERVICE OF PROCESS
UPON FOREIGN CORPORATIONS OR ENTITIES.
9. This Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be contained
on any one counterpart hereof.
10. Mortgagor and the Agent acknowledge that the execution of
Amendment No. 4 does not constitute a payment or prepayment of the Second
Amended and Restated Credit Agreement, but constitutes an amendment, extension,
increase, and modification of the terms thereof.
11. For purposes of executory process under Louisiana law, the
Mortgagor declares that on this ___ day of August, 1997, but effective for all
purposes as of the Effective Date, it has appeared in the presence of the
undersigned Notary Public and two witnesses and has executed this amendment
through Forest Xxxx its Vice President, duly authorized pursuant to Resolutions
of the Board of Directors of the Mortgagor, a certified copy of which is annexed
hereto as Exhibit "A".
12. Mortgagor and the Secured Party acknowledges that none of the
Obligations have been presented to the undersigned Notary Public to be paraphed
for identification with this amendment.
13. Notwithstanding any reference herein to the Credit Agreement, the
Canadian Guarantee or any other Basic Document or the Canadian Guarantee, no
third party shall be obligated to inquire as to whether any term or condition
set forth therein has occurred but shall be entitled to rely upon the
certificate of the Secured Party as to all events, including but not limited to
the occurrence of an Event of Default.
14. For purposes of executory process, the Mortgagor acknowledges and
agrees that the existence, amount, terms, and maturity of the Obligations, may
be proven by affidavit or verified petition, in accordance with Louisiana law as
now existing or hereafter enacted.
Page 7
THUS DONE AND PASSED on this day ___ day of __________, 1997, (the
"EFFECTIVE DATE") effective for all purposes as of the Effective Date, in my
presence and in the presence of the undersigned competent witnesses who hereunto
sign their names with Mortgagor and me, Notary, after reading of the whole.
MORTGAGOR:
FOREST OIL CORPORATION
By:
------------------------------
Name:
Title:
WITNESSES:
------------------------------
------------------------------
------------------------------
Notary Public
Page 8
THUS DONE AND PASSED on this ___ day of __________, 1997, (the
"EFFECTIVE DATE") effective for all purposes as of the Effective Date in my
presence and in the presence of the undersigned competent witnesses who hereunto
sign their names with the Agent and the Trustee and me, Notary, after reading of
the whole.
AGENT:
THE CHASE MANHATTAN BANK
By:
------------------------------
Name:
Title:
TRUSTEE:
By:
------------------------------
Name:
Title:
WITNESSES:
------------------------------
------------------------------
------------------------------
Notary Public
Page 9
EXHIBIT A
NOTARY'S CERTIFICATE
The undersigned Notary Public hereby certifies that attached hereto are
certified copies of Resolutions produced by the Mortgagor and attached by me to
this Amendment No. 4 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including Hydrocarbons),
and Fixture Filing executed by Mortgagor this ___ day of __________, 1997 and
effective for all purposes as of ___________, 1997.
------------------------------
Notary Public
Page 10
RESOLUTIONS OF THE BOARD OF DIRECTORS
Page 11
ACKNOWLEDGEMENT
STATE OF COLORADO )
: ss.
COUNTY OF ______________ )
BE IT REMEMBERED that I, the undersigned Notary Public duly qualified,
commissioned, sworn and acting in and for the county and state aforesaid, hereby
certify that, on __________, 1997 there personally appeared before me, the
following person, being the designated officer of the corporation set opposite
his name, and such corporation being a party to the foregoing Amendment:
_____________________, the __________________ of Forest Oil
Corporation,
This Amendment was acknowledged before me on this ____ day of
__________, 1997 by _________________, of Forest Oil Corporation, a New York
corporation, on behalf of said corporation.
LOUISIANA
Who being by me duly sworn, deposed and said that he is the designated
officer of said corporation described in and which executed the foregoing
Amendment, that he signed his name thereto by order of the Board of Directors of
said corporation, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein stated,
and as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official notarial
seal, in the County of _____________, State of ___________________, this ____
day of __________, 1997.
----------------------------------------
Notary Public, State of
----------------
Notary's Printed Name:
----------------
My Commission expires:
----------------
Page 00
XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX )
: ss.
COUNTY OF NEW YORK )
BE IT REMEMBERED that I, the undersigned Notary Public duly qualified,
commissioned, sworn and acting in and for the county and state aforesaid, hereby
certify that, on ____________, 1997 there personally appeared before me, the
following person, being the designated officer of the bank set opposite her
name, and such corporation being a party to the foregoing Amendment:
Xxxx Xx Xxxxxxxx, a Vice President of The Chase Manhattan Bank.
This Amendment was acknowledged before me on this ___ day of
September, 1997 by Xxxx Xx Xxxxxxxx, of The Chase Manhattan Bank, on behalf of
said bank.
LOUISIANA
Who being by me duly sworn, deposed and said that she is the
designated officer of said bank described in and which executed the foregoing
Amendment, that she signed her name thereto by order of the Board of Directors
of said bank, and acknowledged to me that she executed the same for the purposes
and consideration therein expressed, in the capacity therein stated, and as the
free act and deed of said bank.
IN WITNESS WHEREOF, I have hereunto set my hand and official notarial
seal, in the County of New York, State of New York, this ___ day of September,
1997.
----------------------------------------
Notary Public, State of New York
Page 13
ACKNOWLEDGEMENT
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
BE IT REMEMBERED that I, the undersigned Notary Public duly qualified,
commissioned, sworn and acting in and for the county and state aforesaid, hereby
certify that, on __________, 1997 there personally appeared before me, the
following person, being a party to the foregoing Amendment:
This Amendment was acknowledged before me on this ___ day of
September, 1997 by Xxxx Xx Xxxxxxxx.
LOUISIANA
Who being by me duly sworn, deposed and said that she is the Trustee
described in the foregoing Amendment, that she signed her name thereto, and
acknowledged to me that she executed the same for the purposes and consideration
therein expressed, in the capacity therein stated, and as her free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and official notarial
seal, in the County of New York, State of New York, this ___ day of September,
1997.
----------------------------------------
Notary Public, State of New York
Page 14
Schedule 1
SCHEDULE OF RECORDING INFORMATION
FOREST OIL CORPORATION
and
THE CHASE MANHATTAN BANK
as Agent
1. Deed of Trust, Mortgage, Security Agreement, Assignment of Production,
Financing Statement (Personal Property Including Hydrocarbons), and Fixture
Filing dated December 1, 1993 executed by Forest Oil Corporation ("Forest")
in favor of Xxxxxxxx X. Xxxxxx, as Trustee, for the benefit of The Chase
Manhattan Bank, as Agent and in favour of the Agent (all recording
references are to the Real Property Records):
RECORDED IN THE STATE OF TEXAS
County Date Filed Recording Information
------ ---------- ---------------------
Aransas 12/8/93 Recorded 12/10/93 as
#192065
Brazoria 12/8/93 Recorded 12/8/93 as
#93-044178
Xxxxxxx 12/8/93 Recorded 12/8/93 in
Volume 116, Page 73
Xxxxxxxx 12/8/93 Recorded 12/10/93 in
Volume 93-225, Page 000
Xxxxxxxxx 12/16/93 Recorded 12/16/93 as
#9353245
Xxxxxxx 12/8/93 Recorded 12/8/93 as
#357731
Jefferson 12/8/93 Recorded 12/8/93 as
#93-41412
Loving 12/8/93 Recorded 12/8/93 in
Page 15
Volume 45, Page 688
Matagorda 12/8/93 Recorded 12/8/93 in
Volume 366, Page 787
Pecos 12/8/93 Recorded 12/8/93 in
Volume 272, Page 25
Xxxxxx 12/8/93 Recorded 12/8/93 in
Volume 533, Page 315
Xxxx 12/8/93 Recorded 12/9/93 in
Volume 175, Page 524
RECORDED IN THE STATE OF OKLAHOMA
County Date Filed Recording Information
------ ---------- ---------------------
Caddo 12/8/93 Recorded 12/8/93 as
No. 93 9150
Oklahoma 12/8/93 Recorded 12/8/93 as
No. 03908
Washita 12/8/93 Recorded 12/8/93 as
E-1333
RECORDED IN THE STATE OF WYOMING
County Date Filed Recording Information
------ ---------- ---------------------
Natrona 12/8/93 Recorded 12/8/93 as
Instrument #535014
RECORDED IN THE STATE OF LOUISIANA
A. Parish Date Filed Recording Information
------ ---------- ---------------------
Iberia 12/7/93 Entry No. 93-8912
MOB A-633, folio _____
Page 16
Vermilion 12/7/93 Mortgage Entry No. 9311419
St. Xxxx 12/7/93 Entry No. 206,342
MOB 677, folio 650
Cameron 12/7/93 Entry No. 233834
MOB 197, folio _____
Plaquemines 12/7/93 MOB 231, folio 1
Lafourche 12/7/93 Entry No. 759883
MOB 657, folio _____
Terrebonne 12/7/93 Entry No. 927906
MOB 959, folio _____
Jefferson 12/8/93 Entry No. 9368844
MOB 3629, folio 248
B. Minerals Management Service
Gulf of Mexico Region
December 7, 1993
Lease Files:
OCS-G 0900, OCS-G 0986, OCS-G 0987, OCS-G 0991,
OCS-G 0992, OCS-G 0993, OCS-G 0994, OCS-G 0995,
OCS-G 0996, OCS-G 0997, OCS-G 1216, OCS-G 1217,
OCS-G 1979, OCS-G 1980, OCS-G 1981, OCS-G 1982,
OCS-G 5517, OCS-G 5625, OCS-G 7793, OCS-G 8434,
OCS-G 8457, OCS-G 9627, OCS-G 9651, OCS-G 10742,
OCS-G 10785, XXX-X 0000, XXX-X 6156, OCS-G 9086,
OCS-G 5171, OCS-G 6048, OCS-G 6069, OCS-G 3738,
OCS-G 8553, OCS-G 12509, OCS-G 0479.
C. Financing Statement executed by Forest in connection with item # 1
above and filed as follows:
Location Date Filed Filing Information
-------- ---------- ------------------
Secretary of 12/8/93 #230027
Page 17
State of Texas
2. UCC-1 Financing Statement by Forest Oil Corporation, as Debtor, and The
Chase Manhattan Bank, as Secured Party.
a. Orleans Parish, Louisiana
December 8, 1993
Under UCC Entry No. 36-79419.
b. Minerals Management Service
Gulf of Mexico Region
December 7, 1993
Lease Files:
OCS-G 0900, OCS-G 0986, OCS-G 0987,
OCS-G 0991, OCS-G 0992, OCS-G 0993, OCS-G 0994,
OCS-G 0995, OCS-G 0996, OCS-G 0997, OCS-G 1216,
OCS-G 1217, OCS-G 1979, OCS-G 1980, OCS-G 1981,
OCS-G 1982, OCS-G 5517, OCS-G 5625, OCS-G 7793,
OCS-G 8434, OCS-G 8457, OCS-G 9627, OCS-G 9651,
OCS-G 10742, OCS-G 10785, XXX-X 0000, XXX-X 6156,
OCS-G 9086, OCS-G 5171, OCS-G 6048, OCS-G 6069,
OCS-G 3738, OCS-G 8553, OCS-G 12509, OCS-G 0479.
3. Amendment No. 1 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including
Hydrocarbons), and Fixture Filing dated June 3, 1994 executed by Forest Oil
Corporation ("Forest") in favor of Xxxxxxxx X. Xxxxxx, as Trustee, for the
benefit of The Chase Manhattan Bank, as Agent and in favour of the Agent:
RECORDED IN THE STATE OF TEXAS
County Date Filed Recording Information
------ ---------- ---------------------
Aransas 6/9/94 Recorded 6/13/94 as #195102
Brazoria 6/8/94 Recorded 6/8/94 as #94-021546
Xxxxxxx 6/8/94 Recorded 6/9/94 in Volume 125,
Page 905-915 #35684
Xxxxxxxx 6/8/94 Recorded 6/10/94 in
Page 18
Volume 94-240, Page 000
Xxxxxxxxx 6/22/94 Recorded 6/22/94 as #9428381
Xxxxxxx 6/14/94 Recorded 6/14/94 as #392138
Jefferson 6/8/94 Recorded 6/8/94 as #00-0000000
Loving 6/9/94 Recorded 6/9/94 in Volume 46,
Page 231
Matagorda 6/8/94 Recorded 6/8/94 in Volume 381,
Page 504
Pecos 6/9/94 Recorded 6/9/94 in Volume 274,
Page 231
Xxxxxx 6/9/94 Recorded 6/10/94 in
Volume 538, Page 228
Xxxx 6/23/94 Recorded 6/23/94 in
Volume 177, Page 41
RECORDED IN THE STATE OF LOUISIANA
A. County Date Filed Recording Information
------ ---------- ---------------------
Cameron 6/7/94 Recorded 6/7/94
Entry No. 236410
MOB 200, folio _____
Iberia 6/6/94 Recorded 6/6/94
Entry No. 94-4017
MOB A-641, folio _____
Jefferson 6/6/94 Recorded 6/6/94
Entry No. 938445
MOB 980, folio _____
Lafourche 6/6/94 Recorded 6/6/94
Entry No. 767362
MOB 670, page 682
Plaquemines 6/7/94 Recorded 6/7/94
Page 19
MOB 235, folio 1083
St. Xxxx 6/6/94 Recorded 6/6/94
Entry No. 208,538
MOB 687, folio _____
Terrebonne 6/6/94 Recorded 6/6/94
Entry No. 938445
MOB 980, folio _____
Vermilion 6/6/94 Recorded 6/6/94
Mortgage Entry No. 9405602
B. Minerals Management Service, Gulf of Mexico Region, June 6, 1994.
Lease Files:
XXX-X 0000, XXX-X 0986, OCS-G 0987,
OCS-G 0991, OCS-G 0992, OCS-G 0993, OCS-G 0994,
OCS-G 0995, OCS-G 0996, OCS-G 0997, OCS-G 1216,
OCS-G 1217, OCS-G 1979, OCS-G 1980, OCS-G 1981,
OCS-G 1982, OCS-G 5517, OCS-G 5625, OCS-G 7793,
OCS-G 8434, OCS-G 8457, OCS-G 9627, OCS-G 9651,
OCS-G 10742, OCS-G 10785, XXX-X 0000, XXX-X 6156,
OCS-G 9086, OCS-G 5171, OCS-G 6048, OCS-G 6069,
OCS-G 3738, OCS-G 8553, OCS-G 12509, OCS-G 0479.
To cover Texas Deed of Trust also filed in OCS-G 6178, 6156, 9086,
5171, 6048, 6069, 3738, 8553 and 12509.
4. Amendment No. 2 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including
Hydrocarbons), and Fixture Filing dated August 31, 1995 executed by Forest
Oil Corporation ("Forest") in favor of Ian X.X. Xxxxxxxxxxxxx, as Trustee,
for the benefit of The Chase Manhattan Bank, as Agent and in favour of the
Agent:
RECORDED IN THE STATE OF TEXAS
County Date Filed Recording Information
------ ---------- ---------------------
Page 20
Aransas 9/28/95 Recorded 9/28/95 as
#202631
Brazoria 9/27/95 Recorded 9/27/95 as
#95-031805
Xxxxxxx 9/27/95 Recorded 9/27/95 in
Volume 149, Page 818
Xxxxxxxx 9/28/95 Recorded 9/29/95 in
Volume 95-277, Page 000
Xxxxxxxxx 10/11/95 Recorded 10/11/95 as
#9539437
Xxxxxxx 9/29/95 Recorded 9/29/95 as
#477853
Jefferson 9/27/95 Recorded 9/27/95 as
#00-0000000
Loving 9/28/95 Recorded 9/28/95 in
Volume 48, Page 602
Matagorda 9/27/95 Recorded 9/27/95 in
Volume 420, Page 675
Pecos 9/28/95 Recorded 9/28/95 in
Volume 280, Page 450
Xxxxxx 9/29/95 Recorded 9/29/95 in
Volume 554, Page 415
Xxxx 9/29/95 Recorded 9/29/95 in
Volume 181, Page 615
RECORDED IN THE STATE OF OKLAHOMA
County Date Filed Recording Information
------ ---------- ---------------------
Caddo 9/21/95 Recorded 9/21/95 in
Book 2006, Page 63-85
as #95-07098
Page 21
Oklahoma 9/21/95 Recorded 9/21/95 No. 3098
Washita 9/22/95 Recorded 9/22/95 in
Book 826, Page 410-486
RECORDED IN THE STATE OF WYOMING
County Date Filed Recording Information
------ ---------- ---------------------
Natrona 9/15/95 Recorded 9/15/95 as
Instrument #567140
Secretary
of State 9/19/95 Recorded 9/18/95
Current document ID:
9526112 1CO4
RECORDED IN THE STATE OF LOUISIANA
County Date Filed Recording Information
------ ---------- ---------------------
Cameron 9/19/95 File No: 242694
MOB 212
Iberia 9/19/95 Entry No: 95-7038
MOB A-665
Lafourche 9/19/95 Entry No: 787079
MOB 700, folio 23
Plaquemines 9/20/95 MOB 249, folio 856
St. Xxxx 9/19/95 Entry No. 214, 024
MOB 715
Terrebonne 9/19/95 Entry No. 962561
MOB 1031, page 402
Vermilion 9/19/95 MOB Entry No. 9509530
Page 22
B. Minerals Management Service, Gulf of Mexico Region, October 10, 1995.
Lease Files:
XXX-X 0000, XXX-X 0986, OCS-G 0987, OCS-G 0991,
OCS-G 0992, OCS-G 0993, OCS-G 0994, OCS-G 0995,
OCS-G 0996, OCS-G 0997, OCS-G 1216, OCS-G 1217,
OCS-G 1979, OCS-G 1980, OCS-G 1981, OCS-G 1982,
OCS-G 5517, OCS-G 5625, OCS-G 7793, OCS-G 8434,
OCS-G 8457, OCS-G 9627, OCS-G 9651, OCS-G 10742,
OCS-G 10785, XXX-X 0000, XXX-X 6156, OCS-G 9086,
OCS-G 5171, OCS-G 6048, OCS-G 6069, OCS-G 3738,
OCS-G 8553, OCS-G 12509, OCS-G 0479.
5. Amendment No. 3 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including
Hydrocarbons), and Fixture Filing dated January 31, 1997 executed by Forest
Oil Corporation ("FOREST") in favour of Xxxx Xx Xxxxxxxx, as Trustee, for
the benefit of The Chase Manhattan Bank, as Agent and in favour of the
Agent:
RECORDED IN THE STATE OF OKLAHOMA
County Date Filed Recording Information
------ ---------- ---------------------
Washita 2/10/97 Recorded 2/10/97 as
Book 848, Pages 609-701,
#I-167
Oklahoma 2/11/97 Recorded 2/11/97 as
NO. N00612
Caddo 2/11/97 Recorded 2/11/97 as
Book 2103, Pages 18-56,
#9701091
RECORDED IN THE STATE OF WYOMING
County Date Filed Recording Information
------ ---------- ---------------------
Natrona 2/7/97 Recorded 2/7/97 as
Instrument #591287
RECORDED IN THE STATE OF LOUISIANA
Page 23
Parish Date Filed Recording Information
------ ---------- ---------------------
Cameron 2/7/97 Recorded 2/7/97 as
MOB 223 File 249344
Iberia 2/7/97 Recorded 2/7/97 as
MOB A-695 Entry 97-1224
Jefferson 2/7/97 Recorded 2/7/97 as
MOB 3784/209 Entry 9706862
Lafourche 2/7/97 Recorded 2/7/97 as
MOB 733 Folio 862 Entry 809475
Plaquemines 2/7/97 Recorded 2/7/97 as
MOB 263 Folio 91
St. Xxxx 2/7/97 Recorded 2/7/97 as
MOB 748 Entry 221, 348
Terrebonne 2/7/97 Recorded 2/7/97 as
MOB 1090 Entry 991, 729
Vermilion 2/7/97 Recorded 2/7/97 as
MOB Entry 9701944
B. Minerals Management Service, Gulf of Mexico Region, October 10, 1995.
Lease Files:
XXX-X 0000, XXX-X 0986, OCS-G 0987, OCS-G 0991,
OCS-G 0992, OCS-G 0993, OCS-G 0994, OCS-G 0995,
OCS-G 0996, OCS-G 0997, OCS-G 1216, OCS-G 1217,
OCS-G 1979, OCS-G 1980, OCS-G 1981, OCS-G 1982,
OCS-G 5517, OCS-G 5625, OCS-G 7793, OCS-G 8434,
OCS-G 8457, OCS-G 9627, OCS-G 9651, OCS-G 10742,
OCS-G 10785, XXX-X 0000, XXX-X 6156, OCS-G 9086,
OCS-G 5171, OCS-G 6048, OCS-G 6069, OCS-G 3738,
OCS-G 8553, OCS-G 12509, OCS-G 0479.
RECORDED IN THE STATE OF TEXAS
County Date Filed Recording Information
------ ---------- ---------------------
Page 24
X. Xxxxxxxxx 2/12/97 Recorded 2/12/97 as
No. 97-9703920
B. UCC-3 Financing Statement Change (Amendment) by Forest Oil
Corporation, as Debtor, and The Chase Manhattan Bank, as Secured
Party.
a. Orleans Parish, Louisiana
February 9, 1997
Entry 36-114834
b. Secretary of State of Texas
December 8, 1993
Under Entry No. 000000
x. Xxxxxxxxx xx Xxxxx xx Xxxxxxxx
December 9, 1993
Under Entry No. 932089275
