EXECUTION COUNTERPART
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of June 24, 1999 (this AMENDMENT NO.1) between: FOREST
OIL CORPORATION, a corporation duly organized and validly existing under the
laws of the State of New York (the "COMPANY"); CANADIAN FOREST OIL LTD., a
corporation duly organized and validly existing under the laws of the Province
of Alberta, Canada ("CANADIAN FOREST OIL"); each of the SUBSIDIARY BORROWERS
identified under the heading "SUBSIDIARY BORROWERS" on the signature pages
hereto and each Subsidiary of Canadian Forest Oil that becomes a Canadian
Borrower pursuant to Section 9.16 of the Credit Agreement (as defined below)
(individually, a "SUBSIDIARY BORROWER" and collectively, the "SUBSIDIARY
BORROWERS", and together with Canadian Forest Oil, the "CANADIAN BORROWERS");
each of the Subsidiaries of the Company that becomes a guarantor pursuant to
Section 9.16 of the Credit Agreement (individually, a "SUBSIDIARY GUARANTOR"
and, collectively, the "SUBSIDIARY GUARANTORS"); each of the lenders that is a
signatory hereto identified under the caption "U.S. BANKS" on the signature
pages hereto (including, without limitation, the New Banks referred to below) or
which, pursuant to Section 12.06(b) of the Credit Agreement, shall become a
"U.S. Bank" thereunder (individually, a "U.S. BANK" and, collectively, the "U.S.
BANKS"); each of the lenders that is a signatory hereto identified under the
caption "CANADIAN BANKS" on the signature pages hereto or which, pursuant to
Section 12.06(b) of the Credit Agreement, shall become a "Canadian Bank" under
the Credit Agreement (individually, a "CANADIAN BANK" and, collectively, the
"CANADIAN BANKS", and together with the U.S. Banks, the "BANKS" and
individually, a "BANK"); THE CHASE MANHATTAN BANK, as global administrative
agent for the Banks (in such capacity, together with its successors in such
capacity, the "GLOBAL ADMINISTRATIVE AGENT") and as lead arranger and sole book
manager (in such capacity, together with its successors in such capacity, the
"ARRANGER"); SALOMON BROTHERS HOLDING COMPANY INC, as syndication agent for the
Banks (in such capacity, together with its successors in such capacity, the
"SYNDICATION AGENT"); CHRISTIANIA BANK OG KREDITKASSE and SOCIETE GENERALE,
SOUTHWEST AGENCY, as co-agents for the U.S. Banks (each in such capacity,
together with their respective successors in such capacity, a "CO-AGENT" and
together with the Global Administrative Agent, the "U.S. CO-AGENTS"); THE CHASE
MANHATTAN BANK OF CANADA, as administrative agent for the Canadian Banks (in
such capacity, together with its successors in such capacity, the "CANADIAN
AGENT"); and BANK OF MONTREAL, as documentation agent for the Banks (in such
capacity, together with its successors in such capacity, the "DOCUMENTATION
AGENT") and as co-agent for the Canadian Banks (in such capacity, together with
its successors in such capacity, the "CANADIAN CO-AGENT" and together with the
Canadian Agent, the "CANADIAN CO-AGENTS" and together with the U.S. Co-Agents,
the Documentation Agent and the Syndication Agent, the "AGENTS" and
individually, an "AGENT").
WHEREAS
(A) The Company, Canadian Forest Oil, the Subsidiary Borrowers, the Subsidiary
Guarantors, the Banks (other than the New Banks), the U.S. Co-Agents and the
Canadian Agent are parties to a Fourth Amended and Restated Credit Agreement
dated as of March 4, 1999 (as in effect on the date hereof, the "CREDIT
AGREEMENT"), providing, subject to the terms and conditions thereof, for
extensions of credit to be made by said Banks to the Company and the Canadian
Borrowers in an aggregate principal or face amount not exceeding $300,000,000.
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(B) Each of Salomon Brothers Holding Company Inc and General Electric Capital
Corporation (each, a "NEW BANK" and collectively, the "NEW BANKS") wishes to
become a party to the Credit Agreement, as amended hereby, as a "U.S. Bank"
thereunder.
(C) Certain of the Banks wish to increase or reduce their Commitments in
accordance with Annex I attached hereto.
(D) Certain of the Banks wish to terminate their Commitments and are executing
this Amendment No. 1 solely for purposes of obtaining the acknowledgement of the
Company and the Canadian Borrowers of such termination and to evidence such
termination.
(E) The Company and Canadian Forest Oil wish to obtain a waiver of Section 9.05
of the Credit Agreement from the Banks to the extent necessary with respect to
the reconveyance by the Company of all of its Hydrocarbon Properties in Canada
to Canadian Forest Oil pursuant to one or more petroleum, natural gas and
general rights conveyances by the Company in favor of Canadian Forest Oil.
(F) The Combined Supermajority Banks and the Company have requested the Global
Administrative Agent to redetermine the Borrowing Base in accordance with
Section 1.03(d) of the Credit Agreement.
(G) The Company contributed all of the capital stock of Saxon Petroleum Inc.
(SAXON) to Canadian Forest Oil, making it a wholly-owned direct Subsidiary of
Canadian Forest Oil; Saxon had been previously designated as an Unrestricted
Subsidiary, but has been redesignated as a Restricted Subsidiary and has
amalgamated with Canadian Forest Oil, with Canadian Forest Oil being the
continuing corporation.
(H) The Company, Canadian Forest Oil, the Subsidiary Borrowers, the Subsidiary
Guarantors, the Banks and the Agents wish to amend the Credit Agreement in
certain other respects, and accordingly, the parties hereto hereby agree as
follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Amendment No.1,
terms defined in the Credit Agreement are used herein as defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions precedent
set forth in Section 5 below, the Credit Agreement shall be amended as follows
effective immediately on the date hereof upon the execution and delivery of this
Amendment No.1 by the parties hereto:
A. References in the Credit Agreement to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") and
the "Notes" shall be deemed to be references to the Credit Agreement, as amended
hereby and as the same may from time to time be further amended or supplemented,
and to the Notes (including the New Notes under and as defined in Section
5(B)(1) hereof), respectively.
B. The New Banks shall each be deemed to be a "U.S. Bank" (and
hence, for the avoidance of doubt, a "Bank") under and for all purposes of the
Credit Agreement, as amended hereby, and each reference therein to "U.S. Bank"
or "Bank" shall be deemed to include each of the New Banks.
C. Each reference in the Credit Agreement to "U.S. Agent" is amended
to read "Global Administrative Agent".
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D. Each of the lenders that is a signatory hereto identified under
the caption "U.S. BANKS" on the signature pages hereto shall be deemed to be, as
of the date hereof, a "U.S. Bank" under and for all purposes of the Credit
Agreement, as amended hereby, and each lender which is identified under the
caption "EXITING U.S. BANKS" on the signature pages hereto shall, as of the date
hereof, cease to be a U.S. Bank (an "EXITING U.S. BANK") under and for all
purposes of the Credit Agreement, as amended hereby upon the payment in full by
the Company of all U.S. Loans, U.S. Letter of Credit Liabilities and all other
fees, expenses and indemnities owing by the Company to such Banks and each such
Exiting U.S. Bank shall have its Commitment reduced to zero and cease to have
any liabilities or obligations hereunder or under the Credit Agreement.
E. Each of the lenders that is a signatory hereto identified under
the caption "CANADIAN BANKS" on the signature pages hereto shall be deemed to
be, as of the date hereof, a "Canadian Bank" under and for all purposes of the
Credit Agreement, as amended hereby, and the lender which is identified under
the caption "EXITING CANADIAN BANK" on the signature pages hereto shall, as of
the date hereof, cease to be a Canadian Bank (an "EXITING CANADIAN BANK") under
and for all purposes of the Credit Agreement, as amended hereby upon the payment
in full by the Canadian Borrowers of all Canadian Obligations and all other
fees, expenses and indemnities owing by the Canadian Borrowers to such Exiting
Canadian Bank and such Bank shall have its Commitment reduced to zero and cease
to have any liabilities or obligations under the Credit Agreement.
F. The first paragraph of the recitals to the Credit Agreement
setting out the parties thereto is deleted in its entirety and the following
paragraph shall be substituted therefor:
"FOREST OIL CORPORATION, a corporation duly organized and validly existing
under the laws of the State of New York (the "COMPANY"); CANADIAN FOREST
OIL LTD., a corporation duly organized and validly existing under the laws
of the Province of Alberta, Canada ("CANADIAN FOREST OIL"); each of the
SUBSIDIARY BORROWERS identified under the heading "SUBSIDIARY BORROWERS" on
the signature pages hereto and each Subsidiary of Canadian Forest Oil that
becomes a Canadian Borrower pursuant to Section 9.16 hereof (individually,
a "SUBSIDIARY BORROWER" and collectively, the "SUBSIDIARY BORROWERS", and
together with Canadian Forest Oil, the "CANADIAN BORROWERS" and
individually, a "CANADIAN BORROWER" and together with the Company, the
"BORROWERS" and individually, a "BORROWER"); each of the Subsidiaries of
the Company that becomes a guarantor pursuant to Section 9.16 hereof
(individually, a "SUBSIDIARY GUARANTOR" and, collectively, the "SUBSIDIARY
GUARANTORS" and, together with the Company and the Canadian Borrowers, the
"OBLIGORS" and individually, an "OBLIGOR"); each of the lenders that is a
signatory hereto identified under the caption "U.S. BANKS" on the signature
pages hereto or which, pursuant to Section 12.06(b) hereof, shall become a
"U.S. Bank" hereunder (individually, a "U.S. BANK" and, collectively, the
"U.S. BANKS"); each of the lenders that is a signatory hereto identified
under the caption "CANADIAN BANKS" on the signature pages hereto or which,
pursuant to Section 12.06(b) hereof, shall become a "Canadian Bank"
hereunder (individually, a "CANADIAN BANK" and, collectively, the "CANADIAN
BANKS", and together with the U.S. Banks, the "BANKS" and individually, a
"BANK"); THE CHASE MANHATTAN BANK, as global administrative agent for the
Banks (in such capacity, together with its successors in such capacity, the
"GLOBAL ADMINISTRATIVE AGENT") and as lead arranger and sole book manager
(in such capacity,
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together with its successors in such capacity, the "ARRANGER"); SALOMON
BROTHERS HOLDING COMPANY INC, as syndication agent for the Banks (in such
capacity, together with its successors in such capacity, the "SYNDICATION
AGENT"); CHRISTIANIA BANK OG KREDITKASSE and SOCIETE GENERALE, SOUTHWEST
AGENCY, as co-agents for the U.S. Banks (each in such capacity, together
with the respective successors in such capacity, a "CO-AGENT" and together
with the Global Administrative Agent, the "U.S. CO-AGENTS"); THE CHASE
MANHATTAN BANK OF CANADA, as administrative agent for the Canadian Banks
(in such capacity, together with its successors in such capacity, the
"CANADIAN AGENT"); and BANK OF MONTREAL, as documentation agent for the
Banks (in such capacity, together with its successors in such capacity, the
"DOCUMENTATION AGENT") and as co-agent for the Canadian Banks (in such
capacity, together with its successors in such capacity, the "CANADIAN
CO-AGENT" and together with the Canadian Agent, the "CANADIAN CO-AGENTS"
and together with the U.S. Co-Agents, the Documentation Agent and the
Syndication Agent, the "AGENTS" and individually, an "AGENT")."
G. Section 1.01 of the Credit Agreement is amended by adding the
following defined term:
""FACILITY AGENTS" has the meaning specified in Section 11.05 hereof."
H. The reference in Section 2.01(a)(i) of the Credit Agreement to
"U.S.$275,000,000" is amended to read "U.S.$250,000,000."
I. The reference in Section 2.01(b)(i) of the Credit Agreement to
"U.S.$25,000,000" is amended to read "U.S.$50,000,000."
J. Each reference in Section 2.11 of the Credit Agreement to
"U.S.$25,000,000" is amended to read "U.S.$50,000,000" and each reference in
such Section to "U.S.$225,000,000" is amended to read "U.S.$200,000,000".
K. Section 2.11(b) of the Credit Agreement is amended by adding the
following after the phrase "by an amount in proportion to its Commitment
Percentage" in the 15th line thereof:
"; PROVIDED that notwithstanding any provision of this Agreement to the
contrary, no such increase or decrease shall become effective until the
Company or the Canadian Borrowers, as applicable, have reduced the U.S.
Loans and U.S. Letter of Credit Liabilities or the Canadian Obligations, as
the case may be, to an amount not in excess of the revised Allocated U.S.
Borrowing Base or Canadian Borrowing Base, as applicable."
L. Section 8.16 of the Credit Agreement is amended by inserting the
word "Restricted" in front of the word "Subsidiary" in the first line thereof.
M. Section 11.04 of the Credit Agreement is deleted in its entirety
and the following shall be substituted therefor:
"11.04 RIGHTS AS A BANK. With respect to its Commitment, the Loans made
by it, its Letters of Credit Interest and the Bankers' Acceptances held by
it, each of Chase (and any successor acting as Global Administrative Agent
or Arranger), Christiania Bank OG
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Kreditkasse and Societe Generale, Southwest Agency, as U.S. Co-Agents (and
any successor acting as a U.S. Co-Agent), Chase Canada and Bank of Montreal
(and any successor acting as a Canadian Co-Agent or as successor to Bank of
Montreal as Documentation Agent), and Salomon Brothers Holding Company Inc
(and any successor acting as Syndication Agent), in its capacity as a Bank
hereunder shall have the same rights and powers hereunder as any other Bank
and may exercise the same as though it were not acting as such Agent, and
the term "U.S. Bank", "U.S. Banks", "Canadian Bank", "Canadian Banks",
"Relevant Bank", "Relevant Banks", "Bank" or "Banks" shall, unless the
context otherwise indicates, include each Agent, as applicable, in its
individual capacity. Each of Chase (and any successor acting as Global
Administrative Agent or Arranger), Christiania Bank OG Kreditkasse and
Societe Generale, Southwest Agency, as U.S. Co-Agents (and any successor
acting as a U.S. Co-Agent), Chase Canada and Bank of Montreal (and any
successor acting as a Canadian Co-Agent or as successor to Bank of Montreal
as Documentation Agent), Salomon Brothers Holding Company Inc (and any
successor acting as Syndication Agent) and their respective affiliates may
(without having to account therefor to any Bank) accept deposits from, lend
money to, make investments in and generally engage in any kind of banking,
trust or other business with the Obligors (and any of their Subsidiaries or
Affiliates) as if it were not acting as such Agent, and Chase, Christiania
Bank OG Kreditkasse, Societe Generale, Southwest Agency, Chase Canada, Bank
of Montreal, Salomon Brothers Holding Company Inc and their respective
affiliates may accept fees and other consideration from the Obligors for
services in connection with this Agreement or otherwise without having to
account for the same to the Banks."
N. Section 11.05 of the Credit Agreement is deleted in its entirety
and the following shall be substituted therefor:
"11.05 INDEMNIFICATION. The U.S. Banks agree to indemnify the U.S.
Co-Agents, the Canadian Banks agree to indemnify the Canadian Co-Agents and
each of the Banks agrees to indemnify the Syndication Agent and the
Documentation Agent (the "FACILITY AGENTS") (in each case, to the extent
not reimbursed under Sections 12.03 and 12.07 hereof, but without limiting
the obligations of the Borrowers under said Sections 12.03 and 12.07, and
including in any event any payments under any indemnity that either U.S.
Co-Agent is required to issue to any bank referred to in Section 4.02 of
the Security Agreement to which remittances in respect of Accounts, as
defined therein, are to be made), in the case of the U.S. Co-Agents,
ratably in accordance with the aggregate Principal Amount of the U.S. Loans
and U.S. Reimbursement Obligations held by the U.S. Banks (or, if no U.S.
Loans or U.S. Reimbursement Obligations are at the time outstanding,
ratably in accordance with their respective U.S. Commitments or, if no U.S.
Loans, U.S. Reimbursement Obligations or U.S. Commitments are at the time
outstanding or in effect, ratably in accordance with their respective U.S.
Commitments as most recently in effect), (collectively, for the purposes of
this section the "U.S. OBLIGATIONS"), in the case of the Canadian Agent,
ratably in accordance with the Equivalent Amount in U.S. Dollars of the
aggregate Principal Amount of the Canadian Loans and Canadian Reimbursement
Obligations and Bankers' Acceptances held by the Canadian Banks (or, if no
Canadian Loans, Canadian Reimbursement Obligations or Bankers' Acceptances
are at the time outstanding, ratably in accordance with their respective
Canadian Commitments or, if no Canadian Loans, Canadian Reimbursement
Obligations, Bankers' Acceptances or Canadian Commitments are at the time
outstanding or in effect, ratably in accordance with their respective
Canadian Commitments as most recently in effect), (collectively for the
purposes of this Section,
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the "CANADIAN OBLIGATIONS") and, in the case of the Facility Agents,
ratably in accordance with the Equivalent Amount in U.S. Dollars of the
aggregate of the U.S. Obligations and Canadian Obligations held by each
Bank for any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever that may be imposed on, incurred by or asserted against
such Agent (including by any Bank) arising out of or by reason of any
investigation in or in any way relating to or arising out of this Agreement
or any other Basic Document or any other documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses that the
Borrowers are obligated to pay under Sections 12.03 and 12.07 hereof, and
including also any payments under any indemnity that the U.S. Co-Agents, or
either of them is required to issue to any bank referred to in Section 4.02
of the Security Agreement to which remittances in respect of Accounts, as
defined therein, are to be made, but excluding, unless a Default has
occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or of any such other
documents, PROVIDED that no Bank shall be liable for any of the foregoing
to the extent they arise from the gross negligence or willful misconduct of
the party to be indemnified."
O. Section 11.08 of the Credit Agreement is deleted in its entirety and
the following shall be substituted therefor:
"11.08 RESIGNATION OR REMOVAL OF AGENT. Subject to the appointment
and acceptance of a successor Agent as provided below, any Agent may resign
at any time by giving notice thereof to the U.S. Banks, the other U.S.
Co-Agents and the Company, in the case of a U.S. Co-Agent, to the Canadian
Banks, the other Canadian Co-Agent and the Canadian Borrowers, in the case
of a Canadian Co-Agent, and, in the case of the Facility Agents, to each
Bank, each other Agent, the Company and the Canadian Borrowers and any
Agent may be removed at any time with or without cause by the Majority U.S.
Banks, in the case of a U.S. Co-Agent, the Majority Canadian Banks, in the
case of a Canadian Co-Agent and the Combined Majority Banks in the case of
a Facility Agent. Upon any such resignation or removal, the Majority U.S.
Banks shall have the right to appoint a successor U.S. Co-Agent, the
Majority Canadian Banks shall have the right to appoint a successor
Canadian Co-Agent and the Combined Majority Banks shall have the right to
appoint a successor Facility Agent. If no successor Agent shall have been
so appointed by the Majority U.S. Banks, the Majority Canadian Banks or the
Combined Majority Banks, as the case may be, and shall have accepted such
appointment within 30 days after the retiring Agent's giving of notice of
resignation or the Majority U.S. Banks', Majority Canadian Banks' or the
Combined Majority Banks (as the case may be) removal of the retiring Agent,
then the retiring Agent may, on behalf of the U.S. Banks, in the case of
retiring U.S. Co-Agent, the Canadian Banks, in the case of a retiring
Canadian Co-Agent, or the Banks, in the case of a retiring Facility Agent,
appoint (i) in the case of the U.S. Co-Agent, a successor U.S. Co-Agent,
that shall be a bank which has an office in New York, New York with a
combined capital and surplus of at least U.S.$1,000,000,000, (ii) in the
case of the Canadian Co-Agent, a successor Canadian Co-Agent, that shall be
a bank that has an office in Toronto or Calgary, Canada with a combined
capital and surplus of at least C$75,000,000, provided that no such
successor shall be required if there remains at least one U.S. Co-Agent or
Canadian Co-Agent or (iii) in the case of a Facility Agent, a successor to
such Facility Agent that shall be a bank that has an office in Xxx Xxxx,
Xxx Xxxx, Xxxxxxx, Xxxxxx
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or Calgary, Canada that has a combined capital and surplus of at least
U.S.$1,000,000,000. Until the acceptance of any appointment as U.S.
Co-Agent, Canadian Co-Agent, or Facility Agent, as the case may be,
hereunder by a successor U.S. Co-Agent, Canadian Co-Agent or Facility
Agent, as the case may be, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring U.S. Co-Agent, Canadian Co-Agent, or Facility Agent, as the case
may be, and such retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation or removal
hereunder as U.S. Co-Agent, Canadian Co-Agent, or Facility Agent, as the
case may be, the provisions of this Section 11 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as such Agent."
P. Section 11.11 of the Credit Agreement is deleted in its entirety
and the following shall be substituted therefor:
"11.11 CO-AGENTS. If at any time the Canadian Banks shall appoint more
than one agent under this Agreement or the other Loan Documents, all
references to "Canadian Agent" in this Section 11 shall be deemed to be a
reference to the "Canadian Co-Agents"."
Q. Annex I to the Credit Agreement shall be deleted in its entirety
and replaced with Annex I hereto.
R. Schedule III to the Credit Agreement is deleted in its entirety
and Schedule III to this Amendment No. 1 is hereby inserted in lieu thereof.
The Agents and the Banks hereby consent to the contribution by the Company of
all of the stock of Saxon to Canadian Forest Oil, the redesignation of Saxon as
a Restricted Subsidiary and the amalgamation of Saxon with Canadian Forest Oil.
Section 3. COMMITMENT FEE. Notwithstanding that the amendment of the
Commitments contemplated by Section 2(Q) hereof shall not become effective until
the satisfaction of the conditions precedent specified in Section 5 hereof, for
purposes of calculating the amount of commitment fee payable under Section 2.05
of the Credit Agreement, the Commitments of the New Banks shall be deemed to
have become effective immediately upon the execution of this Amendment No. 1 by
each of the Banks (including the New Banks).
Section 4. REPRESENTATIONS AND WARRANTIES. Each of the Obligors represents and
warrants to the Banks and the Agents that (unless specifically limited to an
earlier date) the representations and warranties set forth in Section 8 of the
Credit Agreement are true and complete on and as of the date hereof with the
same force and effect as if made on and as of such date, and as if each
reference in said Section 8 to "this Agreement" and "the Notes" included
reference to this Amendment No.1 and to the New Notes.
Section 5. CONDITIONS PRECEDENT. As provided in Section 2, the amendments to
the Credit Agreement set forth in said Section 2 shall become effective, as of
the date hereof, upon the satisfaction of the following conditions precedent:
A. EXECUTION BY ALL PARTIES. This Amendment No.1 shall have been
executed and delivered by each of the parties hereto.
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B. DOCUMENTS. The Agents shall have received the following
documents, each of which shall be satisfactory to the Agents in form and
substance:
(1) NOTES. (i) The Company shall have delivered to the Global
Administrative Agent for each U.S. Bank whose U.S. Commitment is
increased or reduced pursuant to Section 2(Q) hereof (other than the
Exiting U.S. Banks), in exchange for the Note heretofore delivered to
such Bank pursuant to Section 2.08(a) of the Credit Agreement, a new
promissory note substantially in the form of Exhibit A-1 to the Credit
Agreement, dated the date of the Note being exchanged, payable to such
U.S. Bank in a Principal Amount equal to the amount of its
U.S. Commitment (as altered hereby) and otherwise duly completed and
shall have delivered to the Global Administrative Agent for each New
Bank a promissory note substantially in the form of Exhibit A-1 to the
Credit Agreement, dated the date of the Notes delivered pursuant to
Section 2.08(a) of the Credit Agreement, payable to the order of each
such New Bank in a Principal Amount equal to the amount of such Bank's
U.S. Commitment (as specified in Annex I hereto) and otherwise duly
completed; and (ii) each of the Canadian Borrowers shall have
delivered to the Canadian Agent for each Canadian Bank whose Canadian
Commitment is altered pursuant to Section 2(Q) hereof (other than the
Exiting Canadian Bank), in exchange for the Note heretofore delivered
to such Canadian Bank pursuant to Section 2.08(b) of the Credit
Agreement, a new promissory note substantially in the form of
Exhibit A-2 to the Credit Agreement, dated the date of the Note being
exchanged, payable to such Canadian Bank in a Principal Amount equal
to the amount of its Canadian Commitment (as altered hereby) and
otherwise duly completed.
Each of the promissory notes (a "NEW NOTE") delivered to the
Banks (including, without limitation, each New Bank) pursuant to
clauses (i) and (ii) above shall constitute a "Note" under the Credit
Agreement, as amended hereby.
(2) LOANS. (i) The Obligors shall have borrowed from, received
from or issued to the Banks, respectively, Loans, Letters of Credit or
Bankers' Acceptances (as the case may be), (ii) each of the Banks
shall have made to, issued to or received from the Obligors,
respectively, Loans, Letters of Credit or Bankers' Acceptances (as the
case may be), and (iii) the Obligors (notwithstanding the provisions
of Section 4.02 of the Credit Agreement requiring that prepayments be
made ratably in accordance with the Principal Amounts of the Loans
held by the Banks) shall have prepaid all U.S. Loans, U.S. Letter of
Credit Liabilities and the Canadian Obligations made by the U.S.
Exiting Banks and Canadian Exiting Bank; IN EACH CASE in such amounts
as shall be necessary, together with accrued interest and any other
amounts payable under the Credit Agreement, so that, after giving
effect to such payments, issuances and prepayments, the U.S. Loans,
U.S. Letter of Credit Liabilities and the Canadian Obligations shall
be held by the Banks pro rata in accordance with the respective
amounts of their Commitments (as set out in Annex I hereto).
(3) OBLIGOR CORPORATE DOCUMENTS. (i) A certificate of the
Secretary or Assistant Secretary of each Obligor other than Canadian
Forest Oil (A) that since March 4, 1999, there have been no changes to
the charter and by-laws (or
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equivalent documents) of such Obligor and (B) as to all corporate
authority for such Obligor (including, without limitation, board of
director resolutions and evidence of the incumbency of officers) with
respect to the execution, delivery and performance of this Amendment
No.1 and the Credit Agreement as amended hereby and the extensions of
credit under the Credit Agreement as amended hereby, the New Notes
and each other document to be delivered by such Obligor from time to
time in connection with the Credit Agreement as amended hereby (and
each Bank and Agent may conclusively rely on such certificate until
it receives notice in writing from the relevant Obligor to the
contrary) and (ii) a certificate of the Secretary or Assistant
Secretary of Canadian Forest Oil certifying as to its Certificate and
Articles of Amalgamation and by-laws (or equivalent documents) and as
to the matters in clause (i)(B) above.
(4) OPINIONS OF COUNSEL TO THE OBLIGORS. (i) An opinion, dated
the date hereof, of Xxxxxx & Xxxxxx L.L.P., counsel to each of the
U.S. Obligors, substantially in the form of Exhibit C-1 hereto and
covering such other matters as any Agent or any Bank may reasonably
request (and the Company hereby instructs such counsel to deliver such
opinion to the Banks and the Agents), (ii) an opinion, dated the date
hereof, of Xxxxxxx Xxxxx, Canadian counsel of each of the Canadian
Borrowers, substantially in the form of Exhibit C-2 hereto and
covering such other matters as any Agent or any Bank may reasonably
request (and each Canadian Borrower hereby instructs such counsel to
deliver such opinion to the Banks and the Agents) and (iii) an
opinion, dated the date hereof, of the General Counsel of the Company,
substantially in the form of Exhibit C-3 hereto and covering such
other matters as any Agent or any Bank may reasonably request (and the
Company hereby instructs such General Counsel to deliver such opinion
to the Banks and the Agents).
(5) ALBERTA CERTIFICATE. A certificate from the Registrar of
Corporations of Alberta evidencing the amalgamation of Saxon Petroleum
Inc. and Canadian Forest Oil Ltd. as Canadian Forest Oil pursuant to
Section 178 of the Business Corporations Act (Alberta).
(6) OTHER DOCUMENTS. Such other documents as (i) any Agent or
Bank, (ii) Freshfields LLP, special New York counsel to Chase or
(iii) Burnet, Xxxxxxxxx & Xxxxxx, special Canadian counsel to Chase
Canada, may reasonably request.
C. TERMINATION OF SAXON FACILITY. Evidence that (i) the $40,000,000
Demand, Revolving Credit Facility (the "Saxon Facility") entered into
between Saxon and Bank of Montreal pursuant to the Letter Agreement dated
October 28, 1997 has been duly terminated as of the date hereof in form and
substance satisfactory to each Bank and Burnet, Xxxxxxxxx & Xxxxxx, special
Canadian counsel to Chase Canada and (ii) all Liens created pursuant to the
Saxon Facility have been terminated.
Section 6. DEEMED NOTICE TO COMPANY AND CANADIAN FOREST OIL. The Company and
Canadian Forest Oil hereby acknowledge that the execution and delivery of this
Amendment No.1 shall constitute notice in accordance with Section 1.03(d) of the
Credit Agreement that the Borrowing Base has been redetermined by the Combined
Supermajority Banks to be U.S.$250,000,000 and has been reallocated in
accordance with Section 2(J) above and that such
Page 9
redetermined Borrowing Base shall become effective immediately upon the
effectiveness of this Amendment No.1.
Section 7. FEES; EXPENSES; BREAKAGE COSTS. (a) The U.S. Obligors agree to pay
all reasonable out-of-pocket costs and expenses of the Agents (including,
without limitation, the reasonable fees and expenses of (i) Freshfields LLP,
special New York counsel to Chase and (ii) Burnet, Xxxxxxxxx & Xxxxxx, special
Canadian counsel to Chase Canada) in connection with the negotiation,
preparation, execution and delivery of this Amendment No.1.
(b) The Company and the Canadian Borrowers agree jointly and severally to pay
all amounts required pursuant to Section 5.05 of the Credit Agreement as shall
be sufficient to compensate each Bank for any loss, cost or expense (including,
without limitation, cost of breakage and redeployment of funds) that such Bank
determines is attributable to (i) any payment, mandatory or optional prepayment
or Conversion made by an Obligor in respect of a Eurodollar Loan, BA Loan or a
Bankers' Acceptance, as the case may be, or (ii) any failure by the Company to
borrow a Eurodollar Loan from such Bank or by any Canadian Borrower to accept an
extension of credit under the Credit Agreement, in each case due to the
contemplated increases and decreases of U.S. Loans, U.S. Letter of Credit
Liabilities and Canadian Obligations, as applicable among the Banks, provided
for herein as if all such contemplated increases and decreases of U.S. Loans,
U.S. Letter of Credit Liabilities and Canadian Obligations became effective on
June 24, 1999.
Section 8. WAIVER OF SECTION 9.05 OF THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedent specified in Section 5 above, but with
effect on and after the date hereof, each of the Banks and Agents hereby waives
compliance by the Company and Canadian Forest with the terms of Section 9.05 of
the Credit Agreement but only to the extent necessary to permit the Company to
convey all of its Hydrocarbon Properties in Canada to Canadian Forest Oil
pursuant to one or more petroleum, natural gas and general rights conveyances by
the Company in favor of Canadian Forest Oil and each U.S. Bank authorizes the
Global Administrative Agent and the Canadian Agent to execute such documents and
agreements as are required to release the Property from any Lien granted by the
Company and subject such Property to the Lien of Canadian Security Documents.
Section 9. ACKNOWLEDGEMENT OF OBLIGORS. Each Obligor hereby (a) consents to
the amalgamation of Saxon and Canadian Forest Oil, (b) agrees that each
reference to the Credit Agreement and words of similar import in each Loan
Document to which such Obligor is party shall be a reference to the Credit
Agreement as amended by this Amendment No. 1, and (c) confirms that its
obligations (including, without limitation, with respect to the indebtedness,
obligations and liabilities of Canadian Forest Oil under the Loan Documents to
which Canadian Forest Oil was a party immediately prior to its amalgamation with
Saxon) under each Loan Document to which it is party remain in full force and
effect after giving effect both to the amalgamation of Saxon and Canadian Forest
Oil and the amendment of the Credit Agreement by this Amendment No. 1.
Section 10. MISCELLANEOUS. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No.1 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 by signing any such counterpart. This Amendment
No.1 shall be governed by, and construed in accordance with, the law of the
State of New York.
Page 10
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
--------------------
Title:
Page 11
CANADIAN FOREST OIL LTD.
By
----------------------
Title:
Page 12
SUBSIDIARY BORROWERS
PRODUCERS MARKETING LTD.
By
----------------------
Title:
Page 13
CONFIRMED AND AGREED IN ITS CAPACITY AS OBLIGOR AS
PROVIDED IN SECTION 9 HEREOF:
3189503 CANADA LTD.
By
----------------------------
Title:
Page 14
U.S. BANKS
THE CHASE MANHATTAN BANK
By
----------------------------
Title:
Page 15
SALOMON BROTHERS HOLDING COMPANY INC
By
----------------------------
Title:
Page 16
CHRISTIANIA BANK OG
KREDITKASSE
By
----------------------------
Title:
Page 17
SOCIETE GENERALE,
SOUTHWEST AGENCY
By
----------------------------
Title:
Page 00
XXXXXXX XXXXXXXX (XXXXX), INC.
By
----------------------------
Title:
Page 19
HIBERNIA NATIONAL BANK
By
----------------------------
Title:
Page 20
PARIBAS
By
----------------------------
Title:
By
----------------------------
Title:
Page 21
GENERAL ELECTRIC CAPITAL
CORPORATION
By
----------------------------
Title:
Page 22
CREDIT LYONNAIS NEW YORK
BRANCH
By
----------------------------
Title:
Page 23
ROYAL BANK OF CANADA
By
----------------------------
Title:
Page 24
EXITING U.S. BANKS
DEN NORSKE BANK ASA
By
----------------------------
Title:
By
----------------------------
Title:
Page 25
BANK OF MONTREAL
By
----------------------------
Title:
Page 26
CANADIAN BANKS
THE CHASE MANHATTAN BANK OF
CANADA
By
----------------------------
Title:
By
----------------------------
Title:
Page 27
BANK OF MONTREAL
By
----------------------------
Title:
Page 28
ROYAL BANK OF CANADA
By
----------------------------
Title:
Page 29
EXITING CANADIAN BANK
CREDIT LYONNAIS CANADA
By
----------------------------
Title:
By
----------------------------
Title:
Page 30
THE CHASE MANHATTAN BANK,
as Global Administrative Agent and Arranger
By
----------------------------
Title:
Page 31
SALOMON BROTHERS HOLDING
COMPANY INC
as Syndication Agent
By
----------------------------
Title:
Page 32
BANK OF MONTREAL,
as Canadian Co-Agent and
Documentation Agent
By
----------------------------
Title:
Page 33
CHRISTIANIA BANK OG
KREDITKASSE,
as U.S. Co-Agent
By
----------------------------
Title:
Page 34
SOCIETE GENERALE,
SOUTHWEST AGENCY,
as U.S. Co-Agent
By
----------------------------
Title:
Page 00
XXX XXXXX XXXXXXXXX XXXX
XX XXXXXX,
as Canadian Agent
By
----------------------------
Title:
By
----------------------------
Title:
Page 36
ANNEX I
Banks and Commitments
U.S. Banks U.S. Commitments
---------- ----------------
The Chase Manhattan Bank U.S.$40,000,000
Salomon Brothers Holding Company Inc U.S.$40,000,000
Christiania Bank OG Kreditkasse U.S.$35,000,000
Societe Generale, Southwest Agency U.S.$35,000,000
Toronto Dominion (Texas), Inc. U.S.$25,000,000
Hibernia National Bank U.S.$20,000,000
Paribas U.S.$15,000,000
Credit Lyonnais New York Branch U.S.$15,000,000
General Electric Capital Corporation U.S.$15,000,000
Royal Bank of Canada U.S.$10,000,000
Canadian Banks Canadian Commitments
-------------- --------------------
Bank of Montreal U.S.$40,000,000
The Chase Manhattan Bank Of Canada U.S.$5,000,000
Royal Bank of Canada U.S.$5,000,000
Page 37
