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EXHIBIT 6
AMENDMENT TO THE
FORCENERGY INC STOCKHOLDER
RIGHTS AGREEMENT
WHEREAS, Forcenergy Inc (the "Company") has adopted the Forcenergy Inc
Stockholder Rights Agreement (the "Rights Agreement"); and
WHEREAS, Section 29 of the Rights Agreement permits the Company to
amend the Rights Agreement; and
WHEREAS, the Board of Directors of the Company on February 27, 1998,
authorized the Company to amend the Rights Agreement in certain respects.
NOW THEREFORE, the Rights Agreement is hereby amended as follows:
1. All references to "20%" are deleted and "15%" is inserted in
its stead.
2. The definition of "Acquiring Person" in Section 1 is amended
to read in its entirety as follows:
"Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the Voting
Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any subsidiary
of the Company or any trustee of or fiduciary with respect
to any such plan when acting in such capacity.
Notwithstanding the foregoing, (i) no Person shall become
an "Acquiring Person" as the result of an acquisition of
Voting Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number
of shares beneficially owned by such Person to 15% or more
of the Voting Shares of the Company then outstanding;
provided, however, that, if a Person shall become the
Beneficial Owner of 15% or more of the Voting Shares of the
Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the
Company and at a time when such Person is the Beneficial
Owner of 15% or more of the Voting Shares of the Company
then outstanding, become the Beneficial Owner of any
additional Voting Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person"; and (ii) if
the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of
this paragraph (a), has become such inadvertently, and such
Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would no longer
be an "Acquiring Person," as defined pursuant to the
provisions of this paragraph (a), then such Person shall
not be deemed to be an "Acquiring Person" for any purpose
of this Agreement.
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3. The definitions of "Forcenergy AB" and "Successor Entity"
contained in Section 1 are deleted in their entirety.
4. The reference to "Forcenergy AB" in the last sentence in
Section 29 is hereby deleted.
5. Except to the extent hereinabove set forth, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested on the 5th day of May, 1998.
FORCENERGY INC
ATTEST: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Secretary
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: President
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
ATTEST: /s/ Xxxxx Xxxxxx
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Assistant Secretary By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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