EXHIBIT 4.14
Execution Counterpart
AMENDMENT NO. 5 TO DEED OF TRUST, MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT
(PERSONAL PROPERTY INCLUDING HYDROCARBONS),
AND FIXTURE FILING
THIS AMENDMENT NO. 5 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
February 3, 1998 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 000 Xxxx Xxxxxx, 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
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 as of April 1, 1997.
E. Mortgagor, the Existing Banks and the Agent amended the Second
Amended and Restated Credit Agreement pursuant to an Amendment No. 2 dated as of
August 19, 1997.
F. Mortgagor, the Existing Banks and the Agent amended the Second
Amended and Restated Credit Agreement pursuant to an Amendment No. 3 dated as of
September 26, 1997.
G. Mortgagor, the Existing Banks and the Agent amended the Second
Amended and Restated Credit Agreement pursuant to an Amendment No. 4 dated as of
January 6, 1998.
H. Mortgagor, certain banks (collectively, the "BANKS") and the
Agent have agreed to further amend and restate the Second Amended and Restated
Credit Agreement pursuant to a Third Amended and Restated Credit Agreement dated
as of February 3, 1998 (as the same may be further amended and restated and in
effect from time to time, being referred to herein as the "CREDIT AGREEMENT").
I. 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").
J. 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, 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 and by
Amendment No. 4 to Deed of Trust, Mortgage, Security Agreement, Assignment of
Production, Financing Statement (Personal Property Including Hydrocarbons), and
Fixture Filing dated as of August 19, 1997. The Deed of Trust, Amendment Xx. 0,
Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0
0
and Amendment No. 4 were duly recorded as set forth on Schedule 1 attached
hereto.
K. 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 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, Amendment No. 2 dated
as of September 26, 1997, Amendment No. 3 dated as of January 6, 1998 and
Amendment No. 4 dated as of February 3, 1998 and as the same may be amended,
restated, modified and supplemented and in effect from time to time (the
"CANADIAN CREDIT AGREEMENT").
L. 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 Third Amended and Restated
Credit Agreement dated as of February 3, 1998, among Mortgagor,
certain banks (collectively, the "BANKS"), the Subsidiary Guarantors
and the Secured Party (and as the same may be 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 $300,000,000 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
3
shall not exceed $25,000,000 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)."; and
(ii) 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 secures is fixed at $350,000,000."
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.
4
8. INSOFAR AS PERMITTED BY OTHERWISE APPLICABLE LAW, 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. 5 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 ___________, 1998, 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, 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.
5
THUS DONE AND PASSED on this day 2nd day of February, 1998, (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: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Treasurer
WITNESSES:
/s/ Xxxxxx X. Xxxxxx
------------------------------
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Notary Public
S-1
THUS DONE AND PASSED on this 2nd day of February, 1998, (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: /s/ Xxxx Xx Xxxxxxxx
----------------------------------
Name: Xxxx Xx Xxxxxxxx
Title: Vice President
TRUSTEE:
By: /s/ Xxxx Xx Xxxxxxxx
----------------------------------
Name: Xxxx Xx Xxxxxxxx
Title: Vice President
WITNESSES:
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxx Common
------------------------------
Xxxx Common
/s/ Xxxx X. Xxxxxxx
------------------------------
Notary Public
Xxxx X. Xxxxxxx
X-0
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. 5 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including Hydrocarbons),
and Fixture Filing executed by Mortgagor this 2nd day of February, 1998 and
effective for all purposes as of February 2, 1998.
/s/ X. X. Xxxxxxx
--------------------------------------
Notary Public
Notary: State of Colorado
Printed Name: X. X. Xxxxxxx
My Commission Expires: August 19, 1999
S-3
RESOLUTIONS OF THE BOARD OF DIRECTORS
RESOLVED, that this Company be, and hereby is, authorized to borrow and
receive up to an aggregate amount of $275,000,000 under a revolving
credit facility, including a $10,000,000 letter of credit subfacility
(the "LOANS"), as set forth in the Third Amended and Restated Credit
Agreement between Company, the Chase Manhattan Bank, as administrative
agent for the Banks ("AGENT"), and other lenders signatory thereto (the
"BANKS"); and be it further
RESOLVED, that any officer of this Company is hereby authorized and
empowered to agree upon with the Agent and the Banks the terms and
provisions of and execute and deliver for and on behalf of this Company
the Third Amended and Restated Credit Agreement, promissory notes,
certificates, borrowing, conversion or continuation notices in
connection with the Loans; and be it further
RESOLVED, that this Company grant to the Agent and the Banks a lien upon
and/or a security interest in such assets of this Company as may be
agreed upon between any of said officers and the Agent and Banks as
security for this Company's indebtedness, obligations and liabilities to
the Banks under the Third Amended and Restated Credit Agreement and the
other agreements executed in connection therewith; and that any of said
officers are authorized to execute and deliver for and on behalf of this
Company, mortgages, deeds of trust, assignments, security or pledge
agreements, financing statements and such other instruments as may be
required by Banks in connection with such lien and/or security interest
and containing such terms and conditions as may be acceptable or
agreeable to any of said officers, including, without limitation, a
waiver of appraisement, pact de non alienando, confession of judgment
and the usual Louisiana security clauses; such acceptance and agreement
to be conclusively evidenced by any of said officer's execution; and be
it further
RESOLVED, that any of said officers are authorized and empowered to do
or cause to be done all such acts or things and to sign and deliver, or
cause to be signed and delivered, all such amendments, supplements,
extensions and other documents, instruments or certificates (including
without limitation any and all amendments, supplements, extensions and
other documents, notices and certificates required or permitted to be
given or made to the Agent and the Banks under the terms of any of the
instruments executed on behalf of this Company in connection with the
Third Amended and Restated Credit Agreement, the other agreements
executed in connection therewith, the grant of a lien and/or security
interest as authorized by these Resolutions or otherwise contemplated by
the Third Amended and Restated Credit Agreement), in the name and on
behalf of this Company or otherwise, as any of said officers, in their
discretion, may deem necessary, advisable or appropriate to effectuate or
carry out the purposes and intent of the foregoing Resolutions and to
perform the obligations of this Company under all instruments and
agreements executed on behalf of this Company in connection with the
Third Amended and Restated Credit Agreement and the grant of a lien upon
and/or security interest in assets of this Company as authorized by
these Resolutions; and be it further
RESOLVED, that this Company guarantee the payments and performance of
the indebtedness, obligations, liabilities of (a) 611852 SASKATCHEWAN
LTD., a corporation duly organized and validly existing under the laws
of the Province of Saskatchewan, Canada ("SASKATCHEWAN") up to an
aggregate principal amount of $25,000,000 under a revolving credit
facility including a $15,000,000 (CDN) letter of credit subfacility, as
set forth in that certain Second Amended and Restated Credit Agreement
(such agreement, as amended "FUNDING CO. CREDIT AGREEMENT") between
Saskatchewan, each of the lenders that is signatory thereto ("CANADIAN
LENDERS") and XXX XXXXX XXXXXXXXX XXXX XX XXXXXX as administrative agent
for the Canadian Lenders (the "CANADIAN AGENT"), and (b) CANADIAN FOREST
OIL LTD., a corporation organized under the laws of the Province of
Alberta, Canada ("CANADIAN FOREST") up to an aggregate principal amount
of $25,000,000 under a revolving credit facility, including a
$15,000,000 (CDN) letter of credit subfacility, as set forth in that
certain Second Amended and Restated Credit Agreement (such agreement, as
amended, the "CANADIAN FOREST CREDIT AGREEMENT") between Canadian and
Saskatchewan as lender; and be it further
RESOLVED, that such guaranties authorized by these Resolutions may
reasonably be expected to benefit, directly or indirectly, this Company;
and be it further
RESOLVED, that any officer of this Company is hereby authorized and
empowered to agree upon with the Canadian Agent and the Canadian Lenders
the terms and provisions of and execute and deliver for and on behalf
of this Company instruments of guaranty, which guaranties may be
absolute and primary and extend to principal and interest on such
indebtedness, obligations and liabilities and with such agreement to the
terms and provisions of such instruments of guaranty to be conclusively
evidenced by any of said officers' execution and delivery of such
instruments of guaranty; and be it further
RESOLVED, that any of said officers are authorized and empowered to do or
cause to be done all such acts or things and to sign and deliver, or
cause to be signed and delivered, all such amendments, supplements,
extensions and other documents, instruments or certificates (including
without limitation any and all notices and certificates required or
permitted to be given or made to the Canadian Agent and Canadian Lenders
under the terms of any of the instruments executed on behalf of this
Company in connection with its guarantee and the other agreements
executed in connection therewith, or as authorized by these Resolutions,
in the name and on behalf of this Company or otherwise, as any of said
officers, in their discretion, may deem necessary, advisable or appropriate
to effectuate or carry out the purposes and intent of the foregoing
Resolutions and to perform the obligations of this Company under all
instruments and agreements executed on behalf of this Company in
connection with its guarantee; and be it further
RESOLVED, that all acts, transactions or agreements undertaken prior to
the adoption of these Resolutions by any of the officers or
representatives of this Company in its name and for its account with the
Agent, the Canadian Agent, the Banks and the Canadian Lenders in
connection with the foregoing matters are hereby ratified, confirmed and
adopted by this Company, and be it further
RESOLVED, that the execution by any said officers of any document
authorized by the foregoing Resolutions or any document executed in the
accomplishment of any action or actions so authorized, is (or shall
become upon delivery) the enforceable and binding act and obligation of
this Company, without the necessity of the signature or attestation of
any other officer of this Company or the affixing of the corporate seal;
and be it further
RESOLVED, that the Secretary of this Company is hereby authorized and
directed to certify these Resolutions to the Agent, the Canadian Agent,
the Banks and Canadian Lenders.
ACKNOWLEDGEMENT
STATE OF COLORADO )
: ss.
COUNTY OF COLORADO )
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 February 2, 1998 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:
Xxxxxx X. Xxxxxxxxx, the Treasurer of Forest Oil Corporation,
This Amendment was acknowledged before me on this 2nd day of
February, 1998 by Xxxxxx X. Xxxxxxxxx, 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 Denver, State of Colorado, this 2nd
day of February, 1998.
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Notary Public, State of Colorado
Notary's Printed Name: Xxxxxxx X. Xxxxxx
My Commission expires: 9/29/00
X-0
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 February 2, 1998 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 2nd day of
February, 1998 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 2nd day of February,
1998.
/s/ Xxxx X. Xxxxxxx
----------------------------------------
Xxxx X. Xxxxxxx
Notary Public, State of New York
X-0
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 February 2, 1998 there personally appeared before me, the
following person, being a party to the foregoing Amendment:
This Amendment was acknowledged before me on this 2nd day of
February, 1998 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 2nd day of February,
1998.
/s/ Xxxx X. Xxxxxxx
----------------------------------------
Xxxx X. Xxxxxxx
Notary Public, State of New York
S-6
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
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 X-000
Xxxxxxxxx 00/0/00 Xxxxxxxx Entry No. 9311419
St. Xxxx 12/7/93 Entry No. 206,342
MOB 677, folio 650
Cameron 12/7/93 File 233834
MOB 197, folio _____
Plaquemines 12/7/93 MOB 231, folio 1
2
Lafourche 12/7/93 Entry No. 759883
MOB 657
Terrebonne 12/7/93 Entry No. 927906
MOB 959
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
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
3
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.
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
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
4
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
File 236410
MOB 200
Iberia 6/6/94 Recorded 6/6/94
Entry No. 94-4017
MOB A-641
Jefferson 6/6/94 Recorded 6/6/94
Entry No. 9432596
MOB 3656, folio 855
Lafourche 6/6/94 Recorded 6/6/94
Entry No. 767362
MOB 670, page 682
Plaquemines 6/7/94 Recorded 6/7/94
MOB 235, folio 1083
St. Xxxx 6/6/94 Recorded 6/6/94
Entry No. 208,538
MOB 687
Terrebonne 6/6/94 Recorded 6/6/94
Entry No. 938445
MOB 980
Vermilion 6/6/94 Recorded 6/6/94
Mortgage Entry No. 9405602
5
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
------ ---------- ---------------------
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
6
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
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
7
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
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.
8
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
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, Folio 209, Entry 9706862
Lafourche 2/7/97 Recorded 2/7/97 as
MOB 733, Folio 862, Entry 809475
9
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
Mortgage 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
------ ---------- ---------------------
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 10, 1997
Entry 36-114843
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
10
6. Amendment No. 4 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including
Hydrocarbons), and Fixture Filing dated August 19, 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 9/12/97 Recorded 9/12/97 as
Book 860, Pages 910-1014,
No. J-1107
Oklahoma 9/11/97 Recorded 9/11/97 as No. NO 3503
Caddo 9/10/97 Recorded 9/10/97 as Book 2132, Pages 1-105,
No. 1657
11
RECORDED IN THE STATE OF LOUISIANA
Parish Date Filed Recording Information
------ ---------- ---------------------
Cameron 9-8-97 File 252021
MOB 228
Iberia 9-8-97 Entry 97-7778
MOB A-710
Jefferson 9-5-97 Entry 9746676
MOB 8812, folio 423
Lafourche 9-8-97 Entry 820310
MOB 752, page 572
Plaquemines 9-8-97 MOB 270, folio 329
St. Xxxx 9-8-97 Entry 224,643
MOB 765
Terrebonne 9-8-97 Entry 1005, 527
MOB 1121
Vermilion 9-8-97 Entry 9710890
B. Minerals Management Service, Gulf of Mexico Region, September 8, 1997.
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,
XXX-X 0000, XXX-X 12509, OCS-G 0479.
12
