EXECUTION COPY
AMENDMENT XX. 0 XXX XXXXXX
XXXXXXXXX XX. 0 XXX XXXXXX dated as of April 1, 1997 between FOREST
OIL CORPORATION, a corporation duly organized and validly existing under the
laws of the State of New York (the "COMPANY"); each of the Subsidiaries of the
Company that becomes a guarantor pursuant to Section 9.16 of the Second Amended
and Restated Credit Agreement (as defined below) (individually, a "SUBSIDIARY
GUARANTOR" and, collectively, the "SUBSIDIARY GUARANTORS" and, together with the
Company, the "OBLIGORS"); each of the lenders that is a signatory hereto
(individually, a "BANK" and, collectively, the "BANKS"); and THE CHASE MANHATTAN
BANK, a New York bank, as agent for the Banks (in such capacity, together with
its successors in such capacity, the "AGENT").
The Company, the Banks and the Agent are parties to a Second Amended
and Restated Credit Agreement dated as of January 31, 1997 (as heretofore
modified and supplemented and in effect on the date hereof, the "SECOND AMENDED
AND RESTATED CREDIT AGREEMENT"), providing, subject to the terms and conditions
thereof, for extensions of credit (by making of loans and issuing letters of
credit) to be made by said Banks to the Company in an aggregate principal or
face amount not exceeding $100,000,000. The Company, the Banks and the Agent
wish to amend the Second Amended and Restated Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 1 and Waiver, terms defined in the Second Amended and Restated
Credit Agreement are used herein as defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 5 below, but effective as of the date hereof, the
Second Amended and Restated Credit Agreement shall be amended as follows:
2.01. References in the Second Amended and Restated Credit Agreement
(including references to the Second Amended and Restated Credit Agreement
amended hereby) to "this Agreement" (and indirect references such as
"hereunder", "hereby", "herein", and "hereof") shall be deemed to be references
to the Second Amended and Restated Credit Agreement as amended hereby.
2.02. The following definitions are hereby added in alphabetical
order in Section 1.01 of the Second Amended and Restated Credit Agreement:
"FOREST DEBENTURE" shall mean the Limited Recourse
Demand Debenture and Negative Pledge, dated as of April 1, 1997, of
the Company in the original principal amount of C$80,000,000,
payable to Funding Co. and assigned to The Chase Manhattan Bank of
Canada, as administrative agent and its successors and assigns, as
the same shall be modified and supplemented and in effect from time
to time.
"FOREST GUARANTEE" shall mean the Limited Recourse Secured Guarantee
dated as of April 1, 1997 by Forest in favour of Funding Co. and assigned
to The Chase Manhattan Bank of Canada, as administrative agent and its
successors and assigns, as the same shall be modified and supplemented and
in effect from time to time.
"FOREST PLEDGED PROPERTIES" shall mean the property which is from time
to time the subject of the Lien created by the Forest Debenture.
"FOREST PURCHASE AGREEMENT" shall mean the Petroleum, Natural Gas and
General Rights Conveyance made effective as of April 1, 1997 between
Canadian Forest Oil, as seller, and the Company, as Purchaser.
2.02. Section 9.06 of the Second Amended and Restated Credit
Agreement is amended by inserting a new subsection, as follows:
"(ab) Liens created pursuant to the Forest Debenture or the Forest
Guarantee;".
Section 3. REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the Banks that the representations and warranties set forth in
Section 8 of the Second Amended and Restated Credit Agreement are true and
complete on the date hereof as if made on and as of the date hereof and as if
each reference in said Section 8 to "this Agreement" and "the Notes" included
reference to this Amendment No. 1 and Waiver.
Section 4. CONDITIONS PRECEDENT. As provided in Section 2 above, the
amendments to the Second Amended and Restated Credit Agreement set forth in said
Section 2 shall become effective, as of the date hereof, upon the satisfaction
of the following conditions precedent:
4.01. EXECUTION BY ALL PARTIES. This Amendment No. 1 and Waiver
shall have been executed and delivered by each of the parties hereto.
4.02. OTHER DOCUMENTS. The Agent shall have received such other
documents as the Agent or any Bank or special New York counsel to Chase may
reasonably request.
Section 5. MISCELLANEOUS. Except as herein provided, the Second
Amended and Restated Credit Agreement shall remain unchanged and in full force
and effect. This Amendment No. 1 and Waiver may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 1 and Waiver by signing any such counterpart. This Amendment No. 1 and
Waiver shall be governed by, and construed in accordance with, the law of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.
FOREST OIL CORPORATION
By
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Title:
Address for Notices:
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
BANKS
THE CHASE MANHATTAN BANK
By
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Title:
CHRISTIANIA BANK OG KREDITKASSE
By
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Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
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Title:
BANK OF MONTREAL
By
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Title:
THE CHASE MANHATTAN BANK
as Agent
By
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Title:
Address for Notices to
Chase as Agent:
The Chase Manhattan Bank
One Chase Xxxxxxxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Agency Services,
Xxxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
