EXHIBIT 1
AMENDMENT NO. 1 TO
SHAREHOLDERS AGREEMENT
THIS AMENDMENT TO SHAREHOLDERS AGREEMENT ("Amendment") dated November 5,
1996 is between FOREST OIL CORPORATION, a New York corporation (the "Company"),
and JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Shareholder").
RECITALS
WHEREAS, the Company and the Shareholder entered into a Shareholders
Agreement (the "Shareholders Agreement") dated January 24, 1996 relating to
shares of common stock, par value $.10 per share, of the Company ("Common
Stock") owned by the Shareholder.
WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof
between the Company and the Shareholder, 2,000,000 shares of Common Stock shall
be issued to the Shareholder.
WHEREAS, the Company and the Shareholder wish to amend the Shareholders
Agreement to take account of the issue of the shares referred to above and to
make certain other amendments thereto.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration the adequacy and
sufficiency of which are hereby acknowledged by the parties, it is agreed as
follows:
1. The Shareholders Agreement shall be amended as follows:
(a) The following shall be added to Recital A:
The parties have further entered into the Loan Termination Agreement
(the "Loan Termination Agreement") dated November 5, 1996.
(b) Recital B shall be deleted and replaced by the following:
"B. Pursuant to the Second Restructure Agreement, JEDI has acquired
1,680,000 shares (the "Initial Exchange Shares") of the Company's
common stock, par value $.10 per share, together with the associated
Rights (as defined in the Second Restructure Agreement) (the "Common
Stock"). Pursuant to the Loan Termination Agreement, JEDI has
acquired 2,000,000 shares (the "Additional Exchange Shares") of
Common Stock. The Initial Exchange Shares and Additional Exchange
Shares are sometimes hereafter referred to as the "JEDI Shares."
(c) In Article I:
(i) the definition of Permitted Transfer Date shall be deleted and
replaced by the following: "Permitted Transfer Date" means the
earlier of (a) the date on which Anschutz and its Affiliates or
Groups shall have sold 50% or more of the shares of Common Stock
beneficially owned by Anschutz and its Affiliates or Groups, which
figure shall include shares of Common Stock issuable pursuant to the
Second Series Convertible Preferred Stock, the JEDI/Anschutz Option
and the Tranche A Warrants (as each such term is defined in the
Second Restructure Agreement), held by Anschutz and its Affiliates or
Groups on the date hereof, but excluding any shares of Common Stock
issuable pursuant to the JEDI/Anschutz Option or the Tranche A
Warrants if such option or warrants expires or is canceled or
terminated during the period between the date hereof and July 27,
1999, or (b) (i) in the case of the Additional Exchange Shares, May
31, 1997, (ii) in the case of fifty percent of the Initial Exchange
Shares, July 31, 1997, and (iii) in the case of the remainder of the
Initial Exchange Shares, July 31, 1999."
(ii) the following shall be added to the definition of Transaction
Documents: "and the Loan Termination Agreement".
2. Except as modified by the terms of this Amendment, the terms of the
Shareholders Agreement shall continue in full force and effect. Any
reference in the Shareholders Agreement to "this Agreement" shall be deemed
to include the amendments to the Shareholders Agreement effected by this
Amendment.
3. This Amendment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if all signatures were on the
same instrument.
4. This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
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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:
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Xxxxxxxx X. Xxxxxx
Vice President
FOREST OIL CORPORATION
By:
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Xxxxxx X. XxXxxxxx
Corporate Secretary and Corporate Counsel
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