AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated January
24, 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 Registration Rights
Agreement (the "Registration Rights Agreement") dated July 27, 1995 relating to
registration rights granted by the Company to the Shareholder in respect of
certain Tranche B Warrant Shares.
WHEREAS, pursuant to the Second Restructure Agreement dated December 29,
1995 between the Company and the Shareholder, the Tranche B Warrants shall, on
the closing of the Second Restructure Agreement, be exchanged for 1,680,000
shares of common stock of the Company, par value $.10 per share, together with
the associated Rights.
WHEREAS, the Company and the Shareholder wish to amend the Registration
Rights Agreement to take account of the exchange 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 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 are referred to as the
"Registrable Shares"."
(b) In Section 1(a), the phrase "Termination Date (as defined
in the JEDI/Anschutz Option)" shall be deleted and the
following substituted therefor: "Permitted Transfer Date (as
defined in the Shareholders Agreement dated January 24, 1996,
between the Company and the Shareholder)".
(c) In Section 1(b):
(i) The following clause shall be inserted at the beginning
of the first sentence of Section 1(b): "Subject to the
provisions of Section 1(b)(4),";
(ii) The following Section 1(b)(4) shall be inserted:
"(4) If prior to the Effective Date the Other
Shareholder requests inclusion or demands registration
of any Other Registrable Shares in an offering pursuant
to its rights under the Other Registration Rights
Agreement, the Shareholder shall be permitted to
include in such offering the same percentage of its
Registrable Shares as the percentage of Other
Registrable Shares for which such request has been made;
provided that the percentage of Other Registrable
Shares shall be calculated based on the number of
shares of Common Stock of the Company owned by
the Other Shareholder, together with shares of Common
Stock issuable pursuant to any derivative security
owned by the Other Shareholder which is then in effect
and convertible into or exchangeable for, or which
entitles the Other Shareholder to purchase, Common
Stock of the Company. If 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 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)(2) or
Section 1(b)(3), as the case may be."
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.
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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: s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Vice President
Forest Oil Corporation
By: s/ Xxxxxx X. XxXxxxxx
---------------------
Name: Xxxxxx X. XxXxxxxx
Title: Secretary
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