SECOND AMENDMENT TO
SHAREHOLDERS AGREEMENT
This SECOND 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 25th day of June 1998.
Forest and Anschutz have entered into that certain Shareholders
Agreement dated as of July 27, 1995, as amended by a First Amendment to
Shareholders Agreement dated as of January 24, 1996 (the "SHAREHOLDERS
AGREEMENT").
The Board of Directors of Forest (the "BOARD"), in approving the
Purchase and Sale Agreement (the "PURCHASE AND SALE AGREEMENT"), dated as of
April 6, 1998, between Forest and Anschutz, also approved certain amendments
to 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 definitions:
"Forest Shares" has the meaning given such term in the Purchase and
Sale Agreement.
"Shares" means the Purchaser Shares and the Forest Shares.
"Transaction Documents" means the Transaction Documents (as defined
in the Purchase Agreement) and the Transaction Documents (as defined
in the Purchase and Sale Agreement).
2. The definition of "Section 16(b) Liability" in Article I, the
definition of "Section 16(b) Matter" in Article I, Section 3.2, Section
3.2(f), Section 3.2(h), Section 3.2(i), Section 3.3(a)(1), Section 5.1, and
Section 5.5 are hereby amended by replacing "Purchaser Shares" with "Shares."
3. Section 2.2(b) is hereby amended in its entirety to read as
follows:
(b) In all notices, registrations, applications, statements,
pleadings, memoranda, briefs and other documents submitted to or filed
with any Governmental Body (including, without limitation, in any Action
referred to in Section 2.2(c)), none of the Company, Purchaser and their
respective Affiliates shall assert any position or claim with respect to
the acquisition (or deemed acquisition) or disposition (or deemed
disposition) by Purchaser of "beneficial ownership" of, or a "pecuniary
interest" or "indirect pecuniary interest" in (i) any of the Purchaser
Shares that is inconsistent with the position or claim that Purchaser
acquired (or shall have been deemed to acquire) "beneficial ownership" of,
or a "pecuniary interest" or "indirect pecuniary interest" in, all of the
Purchaser Shares on or before April 6, 1998 or (ii) any of the Forest
Shares that is inconsistent with the position or claim that Purchaser
acquired (or shall have been deemed to acquire)
"beneficial ownership" of, or a "pecuniary interest" or "indirect pecuniary
interest" in, all of the Forest Shares on April 6, 1998, except that
Purchaser may assert any such inconsistent position or claim if Purchaser,
based on advice of counsel, determines that there is a reasonable basis to
conclude that as a result of the failure to assert such inconsistent
position or claim, Purchaser, any person who controls Purchaser within the
meaning of any applicable Regulation or any of their respective
shareholders, directors, officers, employees, agents and Affiliates could
be in violation of any applicable Regulation or could become subject to any
sanction, fine, award or other penalty, whether civil or criminal.
4. Section 3.2(f) is further amended by replacing the reference to
"Section 2.1" with "Section 3.1."
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.
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
-----------------------------------
Name: Xxxxxx X. XxXxxxxx
--------------------------------
Title: Secretary
--------------------------------
THE ANSCHUTZ CORPORATION
By: /s/Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
-2-
