EXHIBIT 4.9
AMENDMENT NO. 3 TO DEED OF TRUST, MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT
(PERSONAL PROPERTY INCLUDING HYDROCARBONS),
AND FIXTURE FILING
THIS AMENDMENT NO. 3 TO DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT (PERSONAL PROPERTY INCLUDING
HYDROCARBONS) AND FIXTURE FILING (this "AMENDMENT") is entered into as of
January 31, 1997 at 9:00 a.m., Mountain Time (the "EFFECTIVE DATE") by and
between FOREST OIL CORPORATION, a New York corporation with an address for
notice hereunder of 1500 Colorado National Building, 000 00xx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000 ("MORTGAGOR") to:
1. THE CHASE MANHATTAN BANK, with an address at Xxx Xxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for each bank referred to
below (in such capacity, the "AGENT") (the Agent, together with its
successors in such capacity, is hereinafter referred to as the
"SECURED PARTY"), as to any and all portions of the Collateral EXCEPT
those portions of the Collateral which (i) are located in the State of
Texas or in offshore waters adjacent to the State of Texas and subject
to the laws of the State of Texas and (ii) constitute interests in or
to real property under the law of the State of Texas (the "DT
COLLATERAL"); and
2. Xxxx Xx Xxxxxxxx, with an address at Xxx Xxxxx Xxxxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, as trustee (successor to Ian X.X.
Xxxxxxxxxxxxx) (in such capacity, together with her successors and
assigns in such capacity, the "TRUSTEE"), but only as to the
DT Collateral.
A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. IN CERTAIN STATES, A POWER
OF SALE MAY ALLOW THE SECURED PARTY TO TAKE THE COLLATERAL AND SELL IT WITHOUT
GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS
INSTRUMENT.
R E C I T A L S
A. Mortgagor, certain banks (collectively, the "ORIGINAL BANKS"),
and the Agent were parties to a Credit Agreement dated as of December 1, 1993
(as heretofore modified and supplemented and in effect on the date hereof (the
"ORIGINAL CREDIT AGREEMENT").
B. Mortgagor, certain banks (collectively, the "EXISTING BANKS"),
and the Agent amended and restated the Original Credit Agreement pursuant to an
Amended and Restated Credit Agreement dated as of August 31, 1995.
C. Mortgagor, certain banks (collectively, the "BANKS") and the
Agent have agreed to further amend and restate the Original Credit Agreement
pursuant to a Second Amended and Restated Credit Agreement dated as of January
31, 1997 (the Original Credit Agreement as so amended and restated and as the
same may be further amended and restated and in effect from time to time, being
referred to herein as the "CREDIT AGREEMENT").
D. The Original Credit Agreement is secured by, among other things,
that certain Deed of Trust, Mortgage, Security Agreement, Assignment of
Production, Financing Statement (Personal Property Including Hydrocarbons), and
Fixture Filing dated as of December 1, 1993 from Mortgagor to Secured Party and
Trustee (as heretofore modified and supplemented, the "DEED OF TRUST").
E. The Deed of Trust was amended by Amendment No. 1 to Deed of
Trust, Mortgage, Security Agreement, Assignment of Production, Financing
Statement (Personal Property Including Hydrocarbons), and Fixture Filing dated
as of June 3, 1994 and Amendment No. 2 to Deed of Trust, Mortgage, Security
Agreement, Assignment of Production, Financing Statement (Personal Property
Including Hydrocarbons), and Fixture Filing dated as of August 31, 1995. The
Deed of Trust, Amendment No. 1 and Amendment No. 2 were duly recorded as set
forth on Schedule 1 attached hereto.
F. Mortgagor and Secured Party now desire to supplement Exhibit A to
the Deed of Trust to include therein certain additional properties to be subject
to the lien and security interest of the Deed of Trust.
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G. Mortgagor and Secured Party now desire to further amend the Deed
of Trust to provide for the continuation of the mortgage lien and security
interest provided under the Deed of Trust by Mortgagor to the Secured Party, for
the benefit of itself and the Banks.
NOW, THEREFORE, in view of the foregoing, Mortgagor and Secured Party
do hereby agree as follows:
1. All capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Deed of Trust.
2. All references in the Deed of Trust to "this Instrument", as
defined in the opening paragraph of the Deed of Trust shall mean the Deed of
Trust as amended hereby and as the same may from time to time be further amended
or supplemented.
3. The Deed of Trust is hereby amended: (i) by deleting Recital 1
in its entirety and substituting the following therefor:
"1. Pursuant to the terms of the Second Amended and Restated
Credit Agreement dated as of January 31, 1997 among Mortgagor, certain
banks (collectively, the "BANKS"), the Subsidiary Guarantors and the
Secured Party (as amended, supplemented and otherwise modified and in
effect from time to time, the "CREDIT AGREEMENT"), the Banks have
agreed to make loans from time to time under a revolving credit
facility to the Mortgagor the aggregate principal or stated amount of
which shall not exceed $100,000,000.00 at any one time (maturing
January 31, 2000), and issue or acquire participation interests in
letters of credit for account of Mortgagor the aggregate amount of the
liabilities of the Banks under which shall not exceed
$10,000,000.00."; and
(ii) by deleting Section 1.01A in its entirety and substituting the
following therefore:
"A. Payment in full when due (whether as stated maturity, by
acceleration or otherwise) of the principal of and interest on
the Loans made by the
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Banks and all other amounts (including, without limitation,
Reimbursement Obligations) from time to time owing to, and
obligations to be performed in favor of, the Secured Party and
the Banks by the Mortgagor under the Credit Agreement, the Notes
and under any of the other Basic Documents (any reborrowings,
future advances, readvances, modifications, extensions,
substitutions, exchanges and renewals shall enjoy the same
priority as the initial advances evidenced by the Notes) and
the obligations to be performed in favor of, the Secured Party
and the Banks by the Mortgagor under any Commodity Hedging
Agreements or Interest Rate Protection Agreements (as those terms
are defined in the Credit Agreement)."
(iii) by deleting Recital 3.F in its entirety and substituting the
following therefore:
"F. all tenements, hereditaments, appurtenances and properties in any
way appertaining, belonging, affixed or incidental to the Lands,
Leases, rights, titles, interests and estates described or
referred to in paragraphs A, B, C, D and E above, which are now
owned or, except with respect to any additional undivided
interests as provided in paragraph E above, which may hereafter
be acquired (by operation of law or otherwise) by the Mortgagor,
including, without limitation, any and all property, real or
personal, equipment, improvements, fixtures and other property
now owned or hereafter acquired and situated upon, used, held for
use, or useful in connection with the operating, working or
development of any of the Leases or the lands covered thereby or
pooled or unitized therewith including, without limitation, any
and all of the Mortgagor's rights, titles and interests in oil
xxxxx, gas xxxxx, injection xxxxx or other xxxxx (including,
without limitation, the xxxxx described in Exhibit A hereto) or
well equipment, buildings, structures, field separators, liquid
extraction plants, plant compressors, pumps, pumping units,
pipelines,
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sales and flow lines, gathering lines, field gathering systems,
salt water disposal facilities, tanks and tank batteries,
fixtures, valves, fittings, machinery and parts, engines, boilers,
meters, apparatus, equipment, appliances, tools, implements,
cables, wires towers, casing, tubing and rods, power, telephone
and telegraph lines (including without limitation all of the
foregoing constituting all or a portion of a production or
drilling platform located on Mortgaged Properties or used or
useful in the production of Hydrocarbons from Mortgaged Property),
surface leases, rights-of-way, easements, servitudes and other
surface rights situated upon, used, held for use or useful in
connection with the operation and development of the Leases and
the Lands covered thereby or pooled or unitized therewith,
together with all additions, substitutions, replacements,
accessions and attachments to any and all of the foregoing
properties (the foregoing rights, interests and properties
described in paragraphs A, B, C, D, E and this paragraph F above,
and all rights, estates, powers and privileges appurtenant thereto
are referred to herein collectively as the "MORTGAGED PROPERTIES"
and, individually, as a "MORTGAGED PROPERTY")".
4. Mortgagor hereby confirms that pursuant to and subject to the
terms of the Deed of Trust, it has heretofore absolutely and unconditionally
granted, bargained, sold, assigned, transferred and conveyed the DT Collateral
to the Trustee and granted to the Secured Party a security interest in those
portions of the Collateral which (i) are located in the State of Texas or in
offshore waters adjacent to the State of Texas and subject to the laws of the
State of Texas and (ii) do not constitute DT Collateral.
5. Mortgagor hereby confirms that pursuant to and subject to the
Deed of Trust, it has heretofore absolutely and unconditionally granted,
bargained, sold, assigned, transferred, pledged, mortgaged, warranted and
conveyed to the Secured Party and granted the Secured Party a security interest
in all of the Collateral (except the DT Collateral), including, without
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limitation, all severed and extracted Hydrocarbons and other minerals produced
from or attributable to the Mortgaged Property, including, without limitation,
all of the proceeds thereof.
6. The parties hereto agree that Exhibit A to the Deed of Trust is
supplemented by adding thereto Exhibit A attached hereto. All references to
Exhibit A in the Deed of Trust shall hereafter refer to Exhibit A in the Deed of
Trust and Exhibit A attached hereto.
7. In order to more fully effectuate this Amendment and in order to
secure the performance of the Obligations and for and in consideration of the
Loans made, and the Letters of Credit issued, pursuant to the Credit Agreement,
the Mortgagor hereby:
A. GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS, PLEDGES,
MORTGAGES, WARRANTS and CONVEYS, and grants a security
interest in, the Supplemental Collateral other than the
Supplemental DT Collateral to the Secured Party WITH
POWER OF SALE pursuant to the Deed of Trust and this
Instrument and applicable law, for the benefit and
security of the Secured Party, subject to the rights of
the Secured Party under the assignment made in
PARAGRAPH D below;
B. GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS and CONVEYS
the Supplemental DT Collateral to the Trustee, IN
TRUST, WITH POWER OF SALE pursuant to the Deed of Trust
and this Instrument and applicable law, for the benefit
of the Secured Party; and
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C. without limiting the grant in PARAGRAPH A above, grants
to the Secured Party a security interest in those
portions of the Supplemental Collateral which (i) are
located in the State of Texas and subject to the laws
of the State of Texas and (ii) do not constitute
Supplemental DT Collateral;
TO HAVE AND TO HOLD the Supplemental Collateral other
than the Supplemental DT Collateral unto the Secured
Party, its successors and assigns, forever, and TO HAVE
AND TO HOLD the Supplemental DT Collateral unto the
Trustee, its successors and assigns, forever, in trust,
subject to all of the terms, conditions, covenants and
agreements herein set forth, for the security and
benefit of the Secured Party and its successors and
assigns as holders of the Obligations; and
D. UNCONDITIONALLY AND ABSOLUTELY ASSIGNS, CONVEYS, TRANSFERS and
SETS OVER to the Secured Party any and all of the Mortgagor's
rights in respect of the Supplemental Hydrocarbons, including,
without limitation, all severed and extracted Hydrocarbons and
other minerals produced from or attributable to the Mortgaged
Property, including, without limitation, all of the proceeds
thereof.
8. All of the properties, rights and interests described in clauses
A through G below are collectively called the
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"SUPPLEMENTAL COLLATERAL" except for such portions of the Supplemental
Collateral which (i) are located in the State of Texas or in offshore waters
adjacent to the State of Texas and subject to the laws of the State of Texas
and (ii) constitute interests in or to real property under the law of the
State of Texas, which are collectively called the "DT SUPPLEMENTAL
COLLATERAL":
A. All rights, titles and interests of the Mortgagor (but at a
minimum the undivided interests specified in Exhibit A attached hereto and
incorporated herein by this reference) in and to the oil and gas leases, the
oil, gas and mineral leases and other mineral properties or interests described
in Exhibit A hereto (collectively, the "SUPPLEMENTAL LEASES") and in the lands
and premises covered or affected thereby (the "SUPPLEMENTAL LANDS"), except the
rights, titles and interests of the Mortgagor expressly excluded in Exhibit A
hereto;
B. without limitation of the foregoing, all other right, title and
interest of the Mortgagor of whatever kind or character in and to the
Supplemental Leases and described in Exhibit A hereto, or lands which are
otherwise described in any of the Supplemental Leases or other instruments
described in Exhibit A hereto, even though such lands may be incorrectly
described in, or omitted from, Exhibit A hereto, except the rights, titles and
interests of the Mortgagor expressly excluded in Exhibit A hereto;
C. all rights, titles, interests and estates owned by the Mortgagor
in and to (i) the properties now or hereafter pooled or unitized with the
Supplemental Leases; (ii) all presently existing or future unitization,
communitization, pooling agreements, orders and/or declarations of pooled units
and the units created thereby (including, without limitation, all units created
under orders, regulations, rules or other official acts of any Federal, state or
other governmental body or agency having Jurisdiction and so called "working
interest units" created under operating agreements, surface use agreements,
support agreements or otherwise) which may affect all or any portion of the
Supplemental Leases including, without limitation, those units which may be
described or referred to in Exhibit A hereto; and (iii) all
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operating agreements, farmout agreements, farmin agreements, development
agreements, participation agreements, area of mutual interest agreements,
equipment leases, purchase agreements, sale agreements, option agreements and
other agreements which cover, affect or otherwise relate to any of the
Supplemental Leases or Supplemental Lands or interests in the Supplemental
Leases or Lands described or referred to herein or in Exhibit A hereto or to
the production, sale, purchase, exchange, processing, handling, storing,
transporting or marketing of the Hydrocarbons (as defined in Section 6.02
hereof) produced from or attributable to such Supplemental Leases or
Supplemental Lands or interests therein;
D. any property that may from time to time hereafter, by delivery or
by writing of any kind, be subjected to the lien and security interest hereof by
the Mortgagor or by anyone on the Mortgagor's behalf; and the Secured Party on
behalf of the Banks is hereby authorized to receive the same at any time as
additional security hereunder;
E. all of the rights, titles and interests of every nature
whatsoever now owned by the Mortgagor (as the same may be enlarged by the
removal of any prior Encumbrance) in and to the Supplemental Lands, Supplemental
Leases, rights, titles, interests and estates and every part and parcel thereof,
including, without limitation, the Supplemental Lands, Supplemental Leases,
rights, titles, interests and estates as the same may be enlarged by the
discharge of any payments out of production or by the removal of any charges or
Encumbrances (as defined in Section 2.02 of the Deed of Trust) to which any of
the Supplemental Lands, Supplemental Leases, rights, titles, interests or
estates are subject, or otherwise; together with any and all renewals and
extensions of any of the Supplemental Lands, Supplemental Leases, rights,
titles, interests or estates; all contracts and agreements supplemental to or
amendatory of or in substitution for the contracts and agreements described or
mentioned above; and any and all additional interests of any kind hereafter
acquired by the Mortgagor in and to such Supplemental Lands, Supplemental
Leases, rights, titles, interests and estates, excluding any additional
undivided interests in such Supplemental Lands, Supplemental Leases, rights,
titles, interests and estates, hereafter acquired by the Mortgagor;
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F. all tenements, hereditaments, appurtenances and properties in any
way appertaining, belonging, affixed or incidental to the Supplemental Lands,
Supplemental Leases, rights, titles, interests and estates described or referred
to in paragraphs A, B, C, D and E above, which are now owned or, except with
respect to any additional undivided interests as provided in paragraph E above,
which may hereafter be acquired (by operation of law or otherwise) by the
Mortgagor, including, without limitation, any and all property, real or
personal, equipment, improvements, fixtures and other property now owned or
hereafter acquired and situated upon, used, held for use, or useful in
connection with the operating, working or development of any of the Supplemental
Leases or the lands covered thereby or pooled or unitized therewith including,
without limitation, any and all of the Mortgagor's rights, titles and interests
in oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx (including, without
limitation, the xxxxx described in Exhibit A hereto) or well equipment,
buildings, structures, field separators, liquid extraction plants, plant
compressors, pumps, pumping units, pipelines, sales and flow lines, gathering
lines, field gathering systems, salt water disposal facilities, tanks and tank
batteries, fixtures, valves, fittings, machinery and parts, engines, boilers,
meters, apparatus, equipment, appliances, tools, implements, cables, wires,
towers, casing, tubing and rods, power, telephone and telegraph lines (including
without limitation all of the foregoing constituting all or a portion of a
production or drilling platform located on Mortgaged Properties or used or
useful in the production of Hydrocarbons from Mortgaged Property), surface
leases, rights-of-way, easements, servitudes and other surface rights situated
upon, used, held for use or useful in connection with the operation and
development of the Supplemental Leases and the Supplemental Lands covered
thereby or pooled or unitized therewith, together with all additions,
substitutions, replacements, accessions and attachments to any and all of the
foregoing properties (the foregoing rights, interests and properties described
in paragraphs A, B, C, D, E and this paragraph F above, and all rights, estates,
powers and privileges appurtenant thereto are referred to herein collectively as
the "SUPPLEMENTAL MORTGAGED PROPERTIES" and, individually, as a "SUPPLEMENTAL
MORTGAGED PROPERTY"); and
G. all rights, titles, interests and estates now owned by the
Mortgagor in and to all Hydrocarbons in and under and which
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may be produced from or attributable to the Supplemental Leases and the
Supplemental Lands or lands pooled or unitized therewith including, without
limitation, all natural gas in tanks and all rents, issues, profits, proceeds
(including without limitation, any prepayment for production not taken or
payments in lieu of production), products, revenues and other income from or
attributable to the Supplemental Leases and the Supplemental Lands covered
thereby or pooled or unitized therewith which are subjected or required to be
subjected to the liens and security interests of this Instrument; and further
including, without limitation, any and all liens and security interests in
the Hydrocarbons securing payment of proceeds from the sale of Hydrocarbons.
9. The Deed of Trust as supplemented herein with respect to the
Supplemental Collateral is given and affected with a pact de non aliendo,
confession of judgment by Mortgagor and waivers of delay notice and
appraisement. Mortgagor acknowledges the Obligations secured hereby, whether
now existing or to arise hereafter, and confesses judgment thereon in favor of
Secured Party, if the Obligations are not paid when due.
10. The parties hereto hereby acknowledge and agree that except as
specifically amended, changed or modified hereby, the Deed of Trust shall remain
in full force and effect in accordance with its terms. None of the rights,
titles and interests existing and to exist under the Deed of Trust are hereby
released, diminished or impaired, and Mortgagor hereby reaffirms all agreements
and covenants and acknowledges and agrees that, except as previously disclosed
by Mortgagor under the Deed of Trust (except to the extent same relate to
Collateral that is no longer owned by Mortgagor and other than the
representation and warranty set forth in the first sentence of Section 2.02(c)
of the Deed of Trust) are true and correct in all material respects as of the
date hereof. Mortgagor also represents and warrants to the Banks that the
current net overproduced position of the Mortgagor with respect to Hydrocarbons
produced from the Mortgaged Properties (expressed in volumetric terms) is not
materially greater than the overproduced position of the Mortgagor with respect
to the Mortgaged Properties as of August 31, 1995.
11. INSOFAR AS PERMITTED BY OTHERWISE APPLICABLE LAW, THIS AMENDMENT
SHALL BE CONSTRUED UNDER AND GOVERNED BY THE LAWS OF
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THE STATE OF NEW YORK (EXCLUDING CHOICE OF LAW AND CONFLICT OF LAW RULES).
MORTGAGOR HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK AND EACH OTHER STATE
WHERE THE COLLATERAL IS LOCATED AND AGREES AND CONSENTS THAT SERVICE OF
PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING RELATING TO THIS
AMENDMENT, THE BASIC DOCUMENTS OR THE OBLIGATIONS IN THE CASE OF A PROCEEDING
IN ANY OF SUCH STATES, BY SERVING THE SECRETARY OF STATE OF SUCH STATE IN
ACCORDANCE WITH ANY APPLICABLE PROVISIONS OF SUCH STATE'S LAW GOVERNING
SERVICE OF PROCESS UPON FOREIGN CORPORATIONS OR ENTITIES.
12. This Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be contained
on any one counterpart hereof.
13. Mortgagor and the Agent acknowledge that the execution of the
Credit Agreement does not constitute a payment or prepayment of the Original
Credit Agreement, but constitutes an amendment, extension, increase, and
modification of the terms thereof.
14. For purposes of executory process under Louisiana law, the
Mortgagor declares that on this 3rd day of February, 1997, but effective for all
purposes as of the Effective Date, it has appeared in the presence of the
undersigned Notary Public and two witnesses and has executed this amendment
through Forest Xxxx its Vice President, duly authorized pursuant to Resolutions
of the Board of Directors of the Mortgagor, a certified copy of which is annexed
hereto as Exhibit "B".
15. Mortgagor acknowledges that none of the Obligations have been
presented to the undersigned Notary Public to be paraphed for identification
with this amendment.
16. Notwithstanding any reference herein to the Credit Agreement or
any other Basic Document, no third party shall be obligated to inquire as to
whether any term or condition set forth therein has occurred but shall be
entitled to rely upon the certificate of the Secured Party as to all events,
including but not limited to the occurrence of an Event of Default.
17. For purposes of executory process, the Mortgagor acknowledges and
agrees that the existence, amount, terms, and maturity of the Obligations, may
be proven by affidavit or verified
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petition, in accordance with Louisiana law as now existing or hereafter
enacted.
13
THUS DONE AND PASSED on this day 3rd day of February, 1997, (the
"Effective Date") effective for all purposes as of the Effective Date, in my
presence and in the presence of the undersigned competent witnesses who hereunto
sign their names with Mortgagor and me, Notary, after reading of the whole.
MORTGAGOR:
FOREST OIL CORPORATION
By: /s/ FDD
----------------------------------
Name: Forest X. Xxxx
Title: V.P.
ATTEST:
/s/ BEC
-----------------------------------
Asst. Secretary Xxxxxxx X. Xxxxxxxx
WITNESSES:
/s/ Xxxxxx X. Xxxxx
------------------------------
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Notary Public
S-1
THUS DONE AND PASSED on this 5th day of February, 1997, (the
"Effective Date") effective for all purposes as of the Effective Date in my
presence and in the presence of the undersigned competent witnesses who hereunto
sign their names with the Agent and the Trustee and me, Notary, after reading of
the whole.
AGENT:
THE CHASE MANHATTAN BANK
By: /s/ Xxxx Xx Xxxxxxxx
------------------------------
Name: Xxxx Xx Xxxxxxxx
Title: V.P.
ATTEST:
/s/ Xxxx X. Xxxxxx
------------------------------
Asst. Corporate Secretary
TRUSTEE:
By: /s/ Xxxx Xx Xxxxxxxx
------------------------------
Name: Xxxx Xx Xxxxxxxx
Title: V.P.
WITNESSES:
/s/ Xxxxxx Xxxxxxxx
------------------------------
/s/ Xxxxxxxx X. Xxx
------------------------------
/s/ Xxxxxxxx Xxxxx
------------------------------
Notary Public
S-2
NOTARY'S CERTIFICATE
The undersigned Notary Public hereby certifies that attached hereto are
certified copies of Resolutions produced by the Mortgagor and attached by me to
this Amendment No. 3 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including Hydrocarbons),
and Fixture Filing executed this 3rd day of February, 1997 and effective for
all purposes as of August 31, 1995.
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Notary Public
S-3
ACKNOWLEDGEMENT
STATE OF COLORADO )
: ss.
CITY AND COUNTY OF DENVER )
BE IT REMEMBERED that I, the undersigned Notary Public duly qualified,
commissioned, sworn and acting in and for the county and state aforesaid, hereby
certify that, on __________, 1997 there personally appeared before me, the
following person, being the designated officer of the corporation set opposite
his name, and such corporation being a party to the foregoing Amendment:
Forest X. Xxxx, the V.P. of Forest Oil
Corporation,
This Amendment was acknowledged before me on this 3rd day of
February, 1997 by Forest X. Xxxx, of Forest Oil Corporation, a New York
corporation, on behalf of said corporation.
LOUISIANA
Who being by me duly sworn, deposed and said that he is the designated
officer of said corporation described in and which executed the foregoing
Amendment, that he signed his name thereto by order of the Board of Directors of
said corporation, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein stated,
and as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official notarial
seal, in the County of Denver, State of Colorado, this 3rd day of
February, 1997.
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Notary Public, State of Colorado
-----------------
Notary's Printed Name: Xxxxxxx X. Xxxxxx
-----------------
My Commission expires: September 29, 2000
------------------
S-4
X-0
XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX )
: ss.
COUNTY OF NEW YORK )
BE IT REMEMBERED that I, the undersigned Notary Public duly qualified,
commissioned, sworn and acting in and for the county and state aforesaid, hereby
certify that, on February 5, 1997 there personally appeared before me, the
following person, being the designated officer of the banking
association set opposite his name, and such corporation being a party to the
foregoing Amendment:
Xxxx Xx Xxxxxxxx, a V.P. of The Chase Manhattan Bank.
This Amendment was acknowledged before me on this 5th day of
February, 1997 by Xxxx Xx Xxxxxxxx, of The Chase Manhattan Bank, a
national banking association, on behalf of said national banking association.
LOUISIANA
Who being by me duly sworn, deposed and said that he is the designated
officer of said bank described in and which executed the foregoing Amendment,
that he signed his name thereto by order of the Board of Directors of said bank,
and acknowledged to me that he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated, and as the free
act and deed of said bank.
IN WITNESS WHEREOF, I have hereunto set my hand and official notarial
seal, in the County of New York, State of New York, this 5th day of February,
1997.
/s/ Xxxxxxxx Xxxxx
----------------------------------------
Notary Public, State of New York
----------------
Notary's Printed Name: Xxxxxxxx Xxxxx
----------------
My Commission expires: November 30, 1997
-----------------
X-0
XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX )
: ss.
COUNTY OF NEW YORK )
BE IT REMEMBERED that I, the undersigned Notary Public duly qualified,
commissioned, sworn and acting in and for the county and state aforesaid, hereby
certify that, on February 5, 1997 there personally appeared before me, the
following person, being a party to the foregoing Amendment:
This Amendment was acknowledged before me on this 5th day of
February, 1997 by Xxxx Xx Xxxxxxxx.
LOUISIANA
Who being by me duly sworn, deposed and said that he is the Trustee
described in the foregoing Amendment, that he signed his name thereto, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, in the capacity therein stated, and as him free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and official notarial
seal, in the County of New York, State of New York, this 5th day of February,
1997.
/s/ Xxxxxxxx Xxxxx
----------------------------------------
Notary Public, State of New York
----------------
Notary's Printed Name: Xxxxxxxx Xxxxx
----------------
My Commission expires: November 30, 1997
-----------------
S-7
Schedule 1
SCHEDULE OF RECORDING INFORMATION
FOREST OIL CORPORATION
and
THE CHASE MANHATTAN BANK
as Agent
1. Deed of Trust, Mortgage, Security Agreement, Assignment of Production,
Financing Statement (Personal Property Including Hydrocarbons), and Fixture
Filing dated December 1, 1993 executed by Forest Oil Corporation ("Forest")
in favor of Xxxxxxxx X. Xxxxxx, as Trustee, for the benefit of The Chase
Manhattan Bank, as Agent (all recording references are to the Real Property
Records):
RECORDED IN THE STATE OF TEXAS
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Aransas 12/8/93 Recorded 12/10/93 as
#192065
Brazoria 12/8/93 Recorded 12/8/93 as
#93-044178
Xxxxxxx 12/8/93 Recorded 12/8/93 in
Volume 116, Page 73
Xxxxxxxx 12/8/93 Recorded 12/10/93 in
Volume 93-225, Page 000
Xxxxxxxxx 12/16/93 Recorded 12/16/93 as
#9353245
Xxxxxxx 12/8/93 Recorded 12/8/93 as
#357731
Jefferson 12/8/93 Recorded 12/8/93 as
#93-41412
Loving 12/8/93 Recorded 12/8/93 in
Volume 45, Page 688
Matagorda 12/8/93 Recorded 12/8/93 in
Volume 366, Page 787
Pecos 12/8/93 Recorded 12/8/93 in
Volume 272, Page 25
Xxxxxx 12/8/93 Recorded 12/8/93 in
Volume 533, Page 315
Xxxx 12/8/93 Recorded 12/9/93 in
Volume 175, Page 524
RECORDED IN THE STATE OF OKLAHOMA
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Caddo 12/8/93 Recorded 12/8/93 as
No. 93 9150
Oklahoma 12/8/93 Recorded 12/8/93 as
No. 03908
Washita 12/8/93 Recorded 12/8/93 as
E-1333
RECORDED IN THE STATE OF WYOMING
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Natrona 12/8/93 Recorded 12/8/93 as
Instrument #535014
RECORDED IN THE STATE OF LOUISIANA
A. PARISH DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Iberia 12/7/93 Entry No. 93-8912
2
MOB A-633, folio _____
Vermilion 12/7/93 Entry No. 9311419
MOB _____, folio _____
St. Xxxx 12/7/93 Entry No. 206,342
MOB 677, folio 650
Cameron 12/7/93 Entry No. 233834
MOB 197, folio _____
Plaquemines 12/7/93 MOB 231, folio 1
LaFourche 12/7/93 Entry No. 759883
MOB 657, folio _____
Terrebonne 12/7/93 Entry No. 927906
MOB 959, folio _____
Jefferson 12/8/93 Entry No. 9368844
MOB 3629, folio 248
B. Minerals Management Service
Gulf of Mexico Region
December 7, 1993
Lease Files:
OCS-G 0900, OCS-G 0986, OCS-G 0987, OCS-G 0991,
OCS-G 0992, OCS-G 0993, OCS-G 0994, OCS-G 0995,
OCS-G 0996, XXX-X -000, XXX-X 0000, XXX-X 1217,
OCS-G 1979, OCS-G 1980, OCS-G 1981, OCS-G 1982,
OCS-G 5517, OCS-G 5625, OCS-G 7793, OCS-G 8434,
OCS-G 8457, OCS-G 9627, OCS-G 9651, OCS-G 10742,
OCS-G 10785
C. Financing Statement executed by Forest in connection with item # 1 above
and filed as follows:
LOCATION DATE FILED FILING INFORMATION
-------- ---------- ------------------
3
Secretary of 12/8/93 #230027
State of Texas
2. Amendment No. 1 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including
Hydrocarbons), and Fixture Filing dated June 3, 1994 executed by Forest Oil
Corporation ("Forest") in favor of Xxxxxxxx X. Xxxxxx, as Trustee, for the
benefit of The Chase Manhattan Bank, as Agent:
RECORDED IN THE STATE OF TEXAS
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Aransas 6/9/94 Recorded 6/13/94 as #195102
Brazoria 6/8/94 Recorded 6/8/94 as #94-021546
Xxxxxxx 6/8/94 Recorded 6/9/94 in Volume 125,
Page 905-915 #35684
Xxxxxxxx 6/8/94 Recorded 6/10/94 in
Volume 94-240, Page 000
Xxxxxxxxx 6/22/94 Recorded 6/22/94 as #9428381
Xxxxxxx 6/14/94 Recorded 6/14/94 as #392138
Jefferson 6/8/94 Recorded 6/8/94 as #00-0000000
Loving 6/9/94 Recorded 6/9/94 in Volume 46,
Page 231
Matagorda 6/8/94 Recorded 6/8/94 in Volume 381,
Page 504
Pecos 6/9/94 Recorded 6/9/94 in Volume 274,
Page 231
Xxxxxx 6/9/94 Recorded 6/10/94 in
Volume 538, Page 228
4
Xxxx 6/23/94 Recorded 6/23/94 in
Volume 177, Page 41
RECORDED IN THE STATE OF LOUISIANA
A. COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Cameron 6/7/94 Recorded 6/7/94
Entry No. 236410
MOB 200, folio _____
Iberia 6/6/94 Recorded 6/6/94
Entry No. 94-4017
MOB A-641, folio _____
Jefferson 6/6/94 Recorded 6/6/94
Entry No. 938445
MOB 980, folio _____
LaFourche 6/6/94 Recorded 6/6/94
Entry No. 767362
MOB 670, page 682
Plaquemines 6/7/94 Recorded 6/7/94
MOB 235, folio 1083
St. Xxxx 6/6/94 Recorded 6/6/94
Entry No. 208,538
MOB 687, folio _____
Terrebonne 6/6/94 Recorded 6/6/94
Entry No. 938445
MOB 980, folio _____
Vermilion 6/6/94 Recorded 6/6/94
Entry No. 9405602
MOB ____, folio _____
B. Minerals Management Service, Gulf of Mexico Region, June 6, 1994.
Lease Files:
5
OCS-G 0900, OCS-G 0986, OCS-G 0987,
OCS-G 0991, OCS-G 0992, OCS-G 0993, OCS-G 0994,
OCS-G 0995, OCS-G 0996, OCS-G 0997, OCS-G 1216,
OCS-G 1217, OCS-G 1979, OCS-G 1980, OCS-G 1981,
OCS-G 1982, OCS-G 5517, OCS-G 5625, OCS-G 7793,
OCS-G 8434, OCS-G 8457, OCS-G 9627, OCS-G 9651,
OCS-G 10742, OCS-G 10785
To cover Texas Deed of Trust also filed in OCS-G 6178, 6156, 9086, 5171,
6048, 6069, 3738, 8553 and 12509.
2. UCC-1 Financing Statement by Forest Oil Corporation, as Debtor, and The
Chase Manhattan Bank, as Secured Party.
a. Orleans Parish, Louisiana
December 8, 1993
Under UCC Entry No. 36-79419.
b. Minerals Management Service
Gulf of Mexico Region
December 7, 1993
Lease Files:
OCS-G 0900, OCS-G 0986, OCS-G 0987,
OCS-G 0991, OCS-G 0992, OCS-G 0993, OCS-G 0994,
OCS-G 0995, OCS-G 0996, OCS-G 0997, OCS-G 1216,
OCS-G 1217, OCS-G 1979, OCS-G 1980, OCS-G 1981,
OCS-G 1982, OCS-G 5517, OCS-G 5625, OCS-G 7793,
OCS-G 8434, OCS-G 8457, OCS-G 9627, XXX-X 0000,
XXX-X 10742, OCS-G 10785
3. Amendment No. 2 to Deed of Trust, Mortgage, Security Agreement, Assignment
of Production, Financing Statement (Personal Property Including
Hydrocarbons), and Fixture Filing dated August 31, 1995 executed by Forest
Oil Corporation ("Forest") in favor of Ian X.X. Xxxxxxxxxxxxx, as Trustee,
for the benefit of The Chase Manhattan Bank, as Agent:
6
RECORDED IN THE STATE OF TEXAS
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Arkansas 9/28/95 Recorded 9/28/95 as
#202631
Brazoria 9/27/95 Recorded 9/27/95 as
#95-031805
Xxxxxxx 9/27/95 Recorded 9/27/95 in
Volume 149, Page 818
Xxxxxxxx 9/28/95 Recorded 9/29/95 in
Volume 95-277, Page 000
Xxxxxxxxx 10/11/95 Recorded 10/11/95 as
#9539437
Xxxxxxx 9/29/95 Recorded 9/29/95 as
#477853
Jefferson 9/27/95 Recorded 9/27/95 as
#00-0000000
Loving 9/28/95 Recorded 9/28/95 in
Volume 48, Page 602
Matagorda 9/27/95 Recorded 9/27/95 in
Volume 420, Page 675
Pecos 9/28/95 Recorded 9/28/95 in
Volume 280, Page 450
Xxxxxx 9/29/95 Recorded 9/29/95 in
Volume 554, Page 415
Xxxx 9/29/95 Recorded 9/29/95 in
Volume 181, Page 615
RECORDED IN THE STATE OF OKLAHOMA
7
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Caddo 9/21/95 Recorded 9/21/95 in
Book 2006, Page 63-85
as #95-07098
Oklahoma 9/21/95 Recorded 9/21/95 No. 3098
Washita 9/22/95 Recorded 9/22/95 in
Book 826, Page 410-486
RECORDED IN THE STATE OF WYOMING
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Natrona 9/15/95 Recorded 9/15/95 as
Instrument #567140
Secretary of State 9/19/95 Recorded 9/18/95
Current document ID:
9526112 1CO4
RECORDED IN THE STATE OF LOUISIANA
COUNTY DATE FILED RECORDING INFORMATION
------ ---------- ---------------------
Cameron 9/19/95 File No: 242694
MOB 212
Iberia 9/19/95 Entry No: 95-7038
MOB A-665
LaFourche 9/19/95 Entry No: 787079
MOB 700, folio 23
Plaquemines 9/20/95 MOB 249, folio 856
St. Xxxx 9/19/95 Entry No. 214, 024
MOB 715
Terrebonne 9/19/95 Entry No. 962561
8
MOB 1031, page 402
Vermilion 9/19/95 Entry No. 9509530
MOB 9509530
B. Minerals Management Service, Gulf of Mexico Region, October 10, 1995.
Lease Files:
XXX-X 0000, XXX-X 0986, OCS-G 0987, OCS-G 0991,
OCS-G 0992, OCS-G 0993, OCS-G 0994, OCS-G 0995,
OCS-G 0996, OCS-G 0997, OCS-G 1216, OCS-G 1217,
OCS-G 1979, OCS-G 1980, OCS-G 1981, OCS-G 1982,
OCS-G 5517, OCS-G 5625, OCS-G 7793, OCS-G 8434,
OCS-G 8457, OCS-G 9627, OCS-G 9651, OCS-G 10742,
OCS-G 10785, XXX-X 0000, XXX-X 6156, OCS-G 9086,
OCS-G 5171, OCS-G 6048, OCS-G 6069, XXX-X 0000,
XXX-X 8553, OCS-G 12509.
9
EXHIBIT A
10
EXHIBIT B
RESOLUTIONS OF THE BOARD OF DIRECTORS
11
