EXHIBIT 10.1
FIRST AMENDMENT
TO SHAREHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT ("Amendment") is entered
into by and between Forest Oil Corporation, a New York corporation
("Forest"), and The Anschutz Corporation, a Kansas corporation ("Anschutz").
W I T N E S S E T H
WHEREAS, Forest and Anschutz have heretofore entered into that certain
Shareholder's Agreement dated as of July 27, 1995 (the "Agreement"); and
WHEREAS, Forest and Anschutz desire to amend the Agreement in accordance
with the terms and provisions set forth below.
NOW, THEREFORE, in consideration of the premises for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Forest and Anschutz, Forest and Anschutz hereby agree to
amend lines 5 and 6 of Section 3.1(a) of the Agreement by deleting the phrase
"(other than Equity Securities of the Company owned by Purchaser, any of its
Affiliates of any such Group)" and replacing it with the phrase "(other than
Equity Securities of the Company owned by JEDI, Purchaser, any of their
respective Affiliates or any Group of which any such entity is a member)".
Except as expressly amended hereby, the Agreement is hereby ratified and
confirmed, and as hereby amended, shall remain in full force and effect in
accordance with its terms, conditions and provisions.
EXECUTED in multiple counterparts, each having the force and effect of
an original, effective as of January 24, 1996.
FOREST OIL CORPORATION
By: /s/ Xxxxxx X. XxXxxxxx
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Name: Xxxxxx X. XxXxxxxx
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Title: Corporate Counsel
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THE ANSCHUTZ CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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