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REGISTRATION RIGHTS AGREEMENT
DATED AS OF JUNE 5, 1998
BY AND AMONG
FOREST OIL CORPORATION
AND
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
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This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of June 5, 1998 by and among Forest Oil Corporation, a New York
corporation (the"COMPANY"), and Bank of America National Trust and Savings
Association (the "BOA"), who has agreed to purchase shares of the Company's
Common Stock, Par Value $.10 per share (the "SHARES"), pursuant to the Exchange
Agreement (as defined below).
This Agreement is made pursuant to the Exchange Agreement, dated June
5, 1998 (the "EXCHANGE AGREEMENT"), by and among the Company and BOA. In order
to induce BOA to purchase the Shares, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of BOA set forth in Section
5.2(e) of the Exchange Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have
the following meanings:
ACT: The Securities Act of 1933, as amended.
AFFILIATE: As defined in Rule 144 of the Act.
BUSINESS DAY: Any day on which the New York Stock Exchange is open
for trading and which is not a legal United States holiday.
CERTIFICATED SECURITIES: Definitive certificates of Shares.
COMMON STOCK: Common Stock, Par Value $.10 per share, of the Company.
COMMISSION: The Securities and Exchange Commission.
EFFECTIVENESS DEADLINE: As defined in Section 3(a) hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
HOLDERS: As defined in Section 2 hereof.
PERSON: Any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization or government or any agency
or political subdivision thereof.
PROSPECTUS: The prospectus included in a Registration Statement at
the time such Registration Statement is declared effective, as amended
or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, all material
incorporated by reference into such Prospectus and any information
previously omitted in reliance upon Rule 430A of the Act.
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RECOMMENCEMENT DATE: As defined in Section 4(b) hereof.
RULE 144: Rule 144 promulgated under the Act.
SHARES: Up to 300,000 shares of Common Stock of the Company being
issued pursuant to the Exchange Agreement.
SHELF REGISTRATION STATEMENT: As defined in Section 3 hereof.
SUSPENSION NOTICE: As defined in Section 4(b) hereof.
SECTION 2. HOLDERS
A Person is deemed to be a holder of a Share (each, a "HOLDER")
whenever such Person owns a Share.
SECTION 3. SHELF REGISTRATION
(a) SHELF REGISTRATION. As soon as practicable after the date hereof,
the Company shall file with the Commission a shelf registration statement
pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT") relating
to all Shares, and shall use its best efforts to cause such Shelf Registration
Statement to become effective as soon as practicable.
The Company shall use its reasonable best efforts to keep the Shelf
Registration Statement required by this Section 3(a) continuously effective,
supplemented and amended as required by and subject to the provisions of Section
4(a) hereof to the extent necessary to ensure that it is available for sales of
the Shares by the Holders thereof entitled to the benefit of this Section 3(a),
and to ensure that it conforms with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as announced from time
to time, for a period of two years (as extended pursuant to Section 4(b))
following the Closing Date or such shorter period (i) as may be set forth in
Rule 144(k) of the Act or any amendment thereto, or (ii) when all Shares covered
by such Shelf Registration Statement have been sold pursuant thereto.
(b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH
THE SHELF REGISTRATION STATEMENT. No Holder of any Share may include any of its
Shares in the Shelf Registration Statement pursuant to this Agreement unless
such Holder furnishes to the Company in writing, as soon as practicable after
receipt of a request therefor, the information specified in Item 507 or 508 of
Regulation S-K, as applicable, of the Act for use in connection with the Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein.
Each selling Holder agrees to promptly furnish additional information required
to be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.
SECTION 4. SHELF REGISTRATION PROCEDURES
(a) PROCEDURES. In connection with the Shelf Registration Statement,
the Company shall:
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(i) use its reasonable best efforts to effect such registration
to permit the sale of the Shares being sold in accordance with the
intended method or methods of distribution thereof (as indicated in
the information furnished to the Company pursuant to Section 3(b)
hereof), and pursuant thereto the Company will prepare and file with
the Commission a Shelf Registration Statement relating to the
registration on any appropriate form under the Act, which form shall
be available for the sale of the Shares in accordance with the
intended method or methods of distribution thereof (including, without
limitation, one or more underwritten offerings) within the time
periods and otherwise in accordance with the provisions hereof. The
Company shall not be permitted to include in the Shelf Registration
Statement any securities other than the Shares;
(ii) use its reasonable best efforts to keep such Shelf
Registration Statement continuously effective and provide all
requisite financial statements for the period specified in Section 3
of this Agreement. Upon the occurrence of any event that would cause
any such Shelf Registration Statement or the Prospectus contained
therein (i) to contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein
not misleading or (ii) not to be effective and usable for resale of
the Shares during the period required by this Agreement, the Company
shall file promptly (A) an appropriate amendment to such Shelf
Registration Statement curing such defect, and, if Commission review
is required, use its best efforts to cause such amendment to be
declared effective as soon as practicable, (B) a supplement pursuant
to Rule 424 under the Act curing such defect or (C) an Exchange Act
report incorporated by reference curing such defect;
(iii) prepare and file with the Commission such amendments and
post-effective amendments to the Shelf Registration Statement as may
be necessary to keep such Shelf Registration Statement effective for
the applicable period set forth in Section 3 hereof, cause the
Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Act,
and to comply fully with Rules 424, 430A and 462, as applicable, under
the Act in a timely manner; and comply with the provisions of the Act
with respect to the disposition of all Shares covered by such Shelf
Registration Statement during the applicable period in accordance with
the intended method or methods of distribution by the sellers thereof
set forth in such Shelf Registration Statement or supplement to the
Prospectus;
(iv) advise the Holders promptly and, if requested by the
Holders, confirm such advice in writing, (A) when the Shelf
Registration Statement or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to the Shelf Registration
Statement or any post-effective amendment thereto, when the same has
become effective, (B) of any request by the Commission for amendments
to the Shelf Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto, (C) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement under the Act or of
the suspension by any state securities commission of the qualification
of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of
the existence of any fact or the happening of any event that makes any
statement of a
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material fact made in the Shelf Registration Statement, the
Prospectus, any amendment or supplement thereto or any document
incorporated by reference therein untrue, or that requires the making
of any additions to or changes in the Shelf Registration Statement in
order to make the statements therein not misleading, or that requires
the making of any additions to or changes in the Prospectus in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of
the Shelf Registration Statement, or any state securities commission
or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Shares under
state securities or Blue Sky laws, the Company shall use its
reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;
(v) subject to Section 4(a)(ii), if any fact or event
contemplated by Section 4(a)(iv)(D) above shall exist or have
occurred, prepare a post-effective amendment or supplement to the
Shelf Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of Shares, the
Prospectus will not contain an 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;
(vi) upon the request of counsel for the Holders, furnish to such
counsel before filing with the Commission, copies of any Shelf
Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Shelf Registration Statement or
Prospectus (including all documents incorporated by reference after
the initial filing of such Shelf Registration Statement);
(vii) upon the request of any Holder, provide copies of any
document filed with the Commission that is incorporated by reference
into the Shelf Registration Statement or Prospectus to such Holder;
(viii) deliver to each Holder, without charge, as many copies of
the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Holder reasonably may request;
the Company hereby consents to the use (in accordance with law) of the
Prospectus and any amendment or supplement thereto by each Holder in
connection with the offering and the sale of the Shares covered by the
Prospectus or any amendment or supplement thereto;
(ix) in connection with any sale of Shares by BOA, cooperate with
the Holders to facilitate the timely preparation and delivery of
certificates (including global certificates registered in the name of
Cede & Co. as nominee for The Depository Trust Company) representing
Shares to be sold and not bearing any restrictive legends; and, in the
case of certificated Shares, to register such Shares in such
denominations and such names as the Holders may request at least two
Business Days prior to such sale of Shares;
(x) list all shares of Common Stock covered by the Shelf
Registration Statement on any securities exchange on which the Common
Stock is then listed; and
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(xi) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and make generally
available to its security holders with regard to the Shelf
Registration Statement, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 (which need
not be audited) covering a twelve-month period beginning after the
effective date of the Shelf Registration Statement (as such term is
defined in paragraph (c) of Rule 158 under the Act).
(b) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Share that, upon receipt of (i) the notice referred to in Section 4(a)(iv)(C),
(ii) any notice from the Company of the existence of any fact of the kind
described in Section 4(a)(iv)(D) hereof or (iii) any notice from the Company
that (a) sales under any Registration Statement contemplated by this Agreement
would require the disclosure of material information which the Company has a
bona fide business purpose for preserving as confidential, or (b) such
disclosure would impede the Company's ability to consummate a material
transaction (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith
discontinue disposition of Shares pursuant to the applicable Registration
Statement until (A) such Holder has received copies of the supplemented or
amended Prospectus contemplated by Section 4(a)(v) hereof, or (B) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"), provided, that any suspension pursuant to clause (iii) above shall not
exceed 60 days in any twelve-month period. Each Holder receiving a Suspension
Notice hereby agrees that it will either (x) destroy any Prospectuses, other
than permanent file copies, then in such Holder's possession which have been
replaced by the Company with more recently dated Prospectuses or (y) deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such Holder's possession of the Prospectus covering such Shares
that was current at the time of receipt of the Suspension Notice. The time
period regarding the effectiveness of the Shelf Registration Statement set forth
in Section 3 hereof shall be extended by a number of days equal to the number of
days in the period from and including the date of delivery of the Suspension
Notice to the Recommencement Date.
SECTION 5. REGISTRATION EXPENSES
All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a Shelf
Registration Statement required by this Agreement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities laws; (iii) all expenses
of printing (including printing certificates for the Common Stock to be issued
upon conversion of the Shares and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company; (v) all application and filing fees in connection with listing the
Common Stock on a national securities exchange pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special audit and
comfort letters required by or incident to such performance).
The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the
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expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company.
SECTION 6. INDEMNIFICATION
(a) The Company agrees to indemnify and hold harmless each Holder,
its directors, its officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act and Section 20 of the Exchange
Act), from and against any and all losses, claims, damages, liabilities,
judgments, (including without limitation, any legal or other expenses incurred
in connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement, preliminary
prospectus or Prospectus (or any amendment or supplement thereto) provided by
the Company to any Holder or any prospective purchaser of registered Shares or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by any of the Holders.
(b) BOA agrees to indemnify and hold harmless the Company and its
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company,
to the same extent as the foregoing indemnity from the Company set forth in
section (a) above, but only with reference to information relating to such
Holder furnished in writing to the Company by such Holder expressly for use in
the Shelf Registration Statement. In no event shall any Holder, its directors,
its officers or any Person, if any, who controls such Holder be liable or
responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Shares pursuant to the Shelf
Registration Statement exceeds (i) the amount paid by such Holder for such
Shares and (ii) the amount of any damages that such Holder, its directors, its
officers or any Person, if any, who controls such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.
(c) In case any action shall be commenced involving any Person in
respect of which indemnity may be sought pursuant to Section 6(a) or 6(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the Person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 6(a) and 6(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 6(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
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employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of
the Holders, in the case of the parties indemnified pursuant to Section 6(a),
and by the Company, in the case of parties indemnified pursuant to Section 6(b).
The indemnifying party shall indemnify and hold harmless the indemnified party
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into
more than twenty business days after the indemnifying party shall have received
a request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.
(d) To the extent that the indemnification provided for in this
Section 6 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, on
the one hand, and the Holders, on the other hand, from their sale of Shares or
(ii) if the allocation provided by clause 6(d)(i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 6(d)(i) above but also the relative fault of the
Company, on the one hand, and of the Holders, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holders, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, on the one hand, or by the Holders, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
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The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of
Section 5(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.
The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 6, no Holder or
its related Indemnified Holders shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of its Shares pursuant to the Shelf
Registration Statement exceeds (i) the amount paid by such Holder for such
Shares and (ii) the amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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. The
Holders' obligations to contribute pursuant to this Section 6(d) are several in
proportion to the respective liquidation preference of Shares held by each of
the Holders hereunder and not joint.
SECTION 7. RULE 144A AND RULE 144
The Company agrees with each Holder, for so long as any Shares remain
outstanding and during any period in which the Company (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder of Shares, to any Holder or beneficial owner of Shares in connection with
any sale thereof and any prospective purchaser of Shares designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Shares pursuant to Rule 144A, and
(ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Shares
pursuant to Rule 144 (if available).
SECTION 8. MISCELLANEOUS
(a) REMEDIES. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Section 3 hereof may result
in material irreparable injury to the BOA or the Holders for which there is no
adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the BOA or any
Holder may obtain such relief as may be required to specifically enforce the
Company's
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obligations under Section 3 hereof. The Company further agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.
(b) NO INCONSISTENT AGREEMENTS. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.
(c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of Shares representing a majority of the outstanding
liquidation preference of Shares (excluding Shares held by the Company or its
Affiliates).
(d) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and BOA, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement necessary or
advisable to protect their rights hereunder.
(e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, facsimile, or air
courier guaranteeing overnight delivery:
(i) if to a Holder, to the address set forth on the records of
either the Registrar with respect to the Shares or The Depository
Trust Company, as the case may be;
(ii) if to the Company: Forest Oil Corporation, 0000 Xxxxxxxx,
Xxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx X. XxXxxxxx;
(iii) if to BOA, to: Bank of America National Trust and Savings
Association, Investment Administration #15027, 000 Xxxxxxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention:
Xx. Xxxxxx Xxxxxxxx, Telephone: (000) 000-0000, Facsimile:
(000) 000-0000 with a copy to Bank of America National Trust and
Savings Association, Special Assets Group #4346, 000 Xxxxx
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000,
Attention: Xx. Xxxxxxx Xxxxxxxx, Telephone: (000) 000-0000,
Facsimile: (000) 000-0000.
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if transmitted by facsimile; and on the next business
day, if timely delivered to an air courier guaranteeing overnight delivery.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the
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need for an express assignment, subsequent Holders of Shares; PROVIDED, that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Shares in violation of the terms hereof. If any transferee of
any Holder shall acquire Shares in any manner, whether by operation of law or
otherwise, such Shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such Shares such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale
set forth in this Agreement and such Person shall be entitled to receive the
benefits hereof.
(g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.
(j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Shares.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
FOREST OIL CORPORATION
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Treasurer & Director-
Corporate Development
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ X.X. XXXXXXXX
--------------------------------
Name: X.X. Xxxxxxxx
Title: Vice President
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