THIRD AMENDMENT TO
SHAREHOLDERS AGREEMENT
This THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT (this "AMENDMENT") is
entered into by and between FOREST OIL CORPORATION, a New York corporation
("FOREST"), and THE ANSCHUTZ CORPORATION, a Kansas corporation ("ANSCHUTZ"),
this 1st day of September, 1998.
Forest and Anschutz have entered into that certain Shareholders
Agreement dated as of July 27, 1995, and amended by a First Amendment to
Shareholders Agreement dated as of January 24, 1996 and a Second Amendment to
Shareholders Agreement dated as of June 25, 1998 (the "SHAREHOLDERS AGREEMENT").
NOW, THEREFORE, for and in consideration of the premises and of the
mutual agreements herein contained, and the mutual benefits to be derived
therefrom the parties agree as follows (terms used but not otherwise defined
shall have the same meaning as in the Shareholders Agreement):
1. Article I of the Shareholders Agreement is hereby amended by adding
the following definition:
"Shares" means the Purchaser Shares, the Forest Shares
and the other shares of Common Stock beneficially owned
by Anschutz from time to time.
2. Section 3.2(f) is hereby amended in its entirety to read as
follows:
(f) each transfer in a Business Combination
Transaction approved by the board of Directors of the Company,
including a majority of Independent Directors, or by two-thirds of
the shares of common Stock voted with respect to the transaction
(in which the Purchaser Shares are voted in accordance with the
restrictions contained in Section 3.1, if applicable); and
3. The first paragraph of Section 3.3(a) is hereby amended in its
entirety to read as follows:
SECTION 3.3 PURCHASER PURCHASE RESTRICTIONS.
(a) Purchaser shall not, and shall
not cause or permit its Affiliates or any Group including
Purchaser or any of its Affiliates to, acquire shares of Common
Stock, which when combined with shares of Common Stock then owned
by Purchaser and its Affiliates, after giving effect to the
acquisition and each related Transaction, would result in
Purchaser beneficially owning 50% or more of the shares of Common
Stock then issued and outstanding, except that such restriction on
purchase shall not be applicable to each of the following
acquisitions:
4. Anschutz hereby acknowledges that Forest is a party to a number of
seismic licensing agreements. Anschutz agrees that it will not use its position
as a shareholder of Forest to use in any manner seismic data obtained by Forest
pursuant to such agreements, to the extent such use subjects Forest to demands
by licensors for the return of the data or to cause Forest to owe any penalties,
additional fees, royalties or other expenses to the licensors under such
agreements.
5. Except as expressly amended hereby, the Shareholders 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.
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EXECUTED in multiple counterparts, each having the force and effect of
an original, effective as of the date first written above.
FOREST OIL CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. XxXxxxxx
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Title: Secretary
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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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