AMENDMENT NO. 3 TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this
"AMENDMENT") is entered into by FOREST OIL CORPORATION, a New York corporation
(the "COMPANY"), and THE ANSCHUTZ CORPORATION, a Kansas corporation (the
"SHAREHOLDER"), this 1st day of September, 1998.
The Company and the Shareholder entered into a Registration Rights
Agreement dated as of May 19, 1995, and amended as of November 5, 1996 and June
25, 1998 (the "REGISTRATION RIGHTS AGREEMENT"). Terms not otherwise defined
herein have the meanings stated in the Registration Rights Agreement or, if not
defined therein, in the Purchase Agreement (as defined therein).
The Board of Directors of Forest, in approving an amendment to the
Shareholders Agreement dated as of July 27, 1995 between Forest and Anschutz, as
amended (the "SHAREHOLDERS AGREEMENT"), also approved certain amendments to the
Registration Rights Agreement.
NOW, THEREFORE, the parties agree as follows:
1. The definition of "Registrable Shares" in the last sentence of
Recital D is hereby amended to read in its entirety as follows:
The Shareholder Shares and, when acquired by the Shareholder,
the Tranche B Warrant Shares, and the Forest Shares (acquired
by the Shareholder pursuant to a Purchase and Sale Agreement
dated as of August 6, 1998 between the Shareholder and the
Company) and other shares of Common Stock of the Company
beneficially owned by the Shareholder from time to time, in
each case to the extent, and only to the extent, such
acquisition or beneficial ownership is not expressly
prohibited by the Shareholders Agreement, are collectively
referred to as the "REGISTRABLE SHARES."
2. Except as otherwise provided herein, all provisions of the
Registration Rights Agreement shall remain in full force and effect and shall be
binding upon the parties hereto.
3. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment 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
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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