EXHIBIT 2
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS 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").
Terms not otherwise defined herein have the meanings stated in the Loan
termination Agreement (as defined below) or, if not defined therein, in the
Second Restructure Agreement (as defined below) or, if not defined therein, in
the Restructure Agreement.
RECITALS
WHEREAS, the Company and the Shareholder entered into a Registration Rights
Agreement dated July 27, 1995, as amended by Amendment No. 1 to Registration
Rights Agreement dated January 24, 1996 (the "Registration Rights Agreement")
relating to registration rights granted by the Company to the Shareholder.
WHEREAS, pursuant to the Second Restructure Agreement dated December 29,
1995 between the Company and the Shareholder, the Tranche B Warrants were
exchanged for 1,680,000 shares of common stock of the Company, par value $.10
per share.
WHEREAS, pursuant to the Loan Termination Agreement dated the date hereof
between the Company and the Shareholder, certain debt owed by the Company to the
Shareholder shall, on the closing of the Loan Termination Agreement, be
exchanged for 2,000,000 shares of common stock of the Company, par value $.10
per share, together with certain cash.
WHEREAS, the Company and the Shareholder wish to amend the Registration
Rights Agreement to take account of the exchange referred to in the immediately
preceding recital 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 (the "Initial Exchange Shares") and the
2,000,000 shares of Common Stock of the Company acquired
pursuant to the Loan Termination Agreement (the "Additional Exchange
Shares") are together referred to as the "Registrable Shares"."
(b) In Section 1(a):
(i) the phrase "the date that is the Permitted Transfer Date (as
defined in the Shareholders Agreement dated January 24, 1996,
between the Company and the Shareholder)" shall be deleted and
replaced by "May 31, 1997";
(ii) each reference to "1,000,000 Registrable Shares" shall be
deleted and replaced by "800,000 Registrable Shares";
(iii) in the second line of sub-section (a)(1), "two" shall be
deleted and replaced by "three"; and
(iv) there shall be added the following sub-section (a)(3):
"any such written request may only relate to those Registrable
Shares to which, at the date of such request, the transfer
restrictions contained in Section 3.2 of the Shareholders
Agreement dated January 24, 1996 between the Company and the
Shareholder, as amended from time to time (the "Shareholders
Agreement") shall have ceased to apply. "
(c) In Section 1(b):
(i) The first two sentences shall be deleted and replaced by the
following:
"Subject to Sections 1(b)(4) and 1(b)(5), from and after the
Effective Date to and including the tenth anniversary thereof, if the
Company shall determine to register or qualify by a registration
statement filed under the Securities Act and under any applicable
state securities laws, any offering of any Equity Securities of the
Company, whether pursuant to Section 1(a) or otherwise, that shall
not be offered and sold on a delayed or continuous basis pursuant to
paragraph (ix) of Rule 415 under the Securities Act (or any successor
provision), or if the Company shall determine to offer for sale any
Equity Securities under a registration statement that shall provide
for the offering and sale of such Equity Securities on a delayed or
continuous basis pursuant to paragraph (ix) of Rule 415 under the
Securities Act (or any successor provision), the Company shall give
notice of such determination to each potential Registering
Shareholder and Other Registering Shareholder (collectively, the
"Transaction Registering Shareholders") about which the Company
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has knowledge; it being understood that without prior notice to the
Company, the Company shall not be deemed to have knowledge of the
existence of any pledgee of Registrable Shares. The Company shall, as
expeditiously as possible and in good faith, include in the same or
different registration statement such Registrable Shares and Other
Registrable Shares (collectively, the "Transaction Registrable
Shares"), as those persons shall specify by notice received by the
Company not later than 30 days after the giving of the notice by the
Company; provided any such Registrable Shares may only be included if
at the date of such notice the transfer restrictions contained in
Section 3.2 of the Shareholders Agreement shall have ceased to apply
to such Registrable Shares. Each person so notifying the Company
shall hereinafter be referred to as a "PIGGY-BACK SHAREHOLDER"."
(ii) The following Section 1(b)(5) shall be inserted:
"If, prior to the Effective Date, the Company shall, other than
pursuant to the exercise of a demand registration right by any
shareholder of the Company, determine to register or qualify by
a registration statement filed under the Securities Act and
under any applicable state securities laws, any offering of any
Equity Securities of the Company that shall not be offered and
sold on a delayed or continuous basis pursuant to paragraph (ix)
of Rule 415 under the Securities Act (or any successor
provision), or if the Company shall determine to offer for sale
any Equity Securities under a registration statement that shall
provide for the offering and sale of such Equity Securities on a
delayed or continuous basis pursuant to paragraph (ix) of Rule
415 under the Securities Act (or any successor provision), the
Company shall give notice of such determination to the
Transaction Registering Shareholders about which the Company has
knowledge; it being understood that without prior notice to the
Company, the Company shall not be deemed to have knowledge of
the existence of any pledgee of Registrable Shares. The Company
shall, as expeditiously as possible and in good faith, include
in the same or different registration statement such Additional
Exchange Shares and Other Registrable Shares as such recipients
of such notice shall specify by notice received by the Company
not later than 30 days after the giving of the notice of the
Company; provided that the Company shall not be required to
include any such Additional Exchange Shares or Other Registrable
Shares owned by such Registering Shareholders in a registration
statement on Form S-4 or S-8 (or any successor form) or a
registration statement filed in connection with an exchange
offer or other offering of securities
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solely to the then existing shareholders of the Company. If the
registration involves an underwritten offering, and 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
Additional Exchange Shares and Other 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 Section 1(b)(3)."
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.
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
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FOREST OIL CORPORATION
By:
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Xxxxxx X. XxXxxxxx
Corporate Secretary and Corporate Counsel
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