AMENDMENT NO. 4 (the "Amendment") dated as of July 10, 2000, to the Rights
Agreement dated as of October 14, 1993, between Forest Oil Corporation, a New
York corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C.,
a New Jersey limited liability company (successor to Mellon Securities Trust
Company), as rights agent ("Rights Agent"), as previously amended by Amendment
No. 1 to Rights Agreement dated July 27, 1995, Amendment No. 2 to Rights
Agreement dated June 25, 1998 and Amendment No. 3 to Rights Agreement dated
September 1, 1998 (as so amended, the "Rights Agreement").
Pursuant to the terms of the Rights Agreement and in accordance with
Section 29 thereof, the following actions are hereby taken:
Section 1. AMENDMENTS TO RIGHTS AGREEMENT. The Rights Agreement is hereby
amended as follows:
(a) Notwithstanding any other provision of the Rights Agreement to the
contrary (i) the execution or the delivery of one or more of the Merger
Documents or the conclusion of one or more of the Merger Transactions will not
cause or permit the Rights to become exercisable, the Rights to be separated
from the stock certificates to which they are attached or any provision of the
Rights Agreement to apply to Forcenergy Inc., The Anschutz Corporation or any
other person by reason of or in connection with the Merger Documents or the
Merger Transactions, including, without limitation, the designation of
Forcenergy Inc., The Anschutz Corporation or any other person as an Acquiring
Person, the occurrence of a Distribution Date and the occurrence of a Shares
Acquisition Date, and (ii) for purposes of this Rights Agreement, neither
Forcenergy Inc. nor The Anschutz Corporation or any of their Affiliates shall at
any time be deemed to be the Beneficial Owner of the Common Shares and other
securities referred to in the preceding clause (i), provided, however, that this
Amendment shall not effect any amendment of the Rights Agreement with respect to
the acquisition or beneficial ownership of Voting Securities that are not
referred to in the preceding clause (i) that may be acquired or owned
beneficially by any of Forcenergy Inc., The Anschutz Corporation or any of their
Affiliates from time to time (other than Voting Securities acquired pursuant to
or in connection with, or beneficially owned as a result of, the payment of a
dividend on or split-up, merger, reclassification, recapitalization,
reorganization, combination, subdivision, conversion, exchange of shares or the
like with respect to such Voting Securities).
(b) The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Forcenergy Inc. nor The Anschutz Corporation or any Affiliates
of either shall be deemed to be an Acquiring Person solely by virtue
of the (i) the announcement of the Merger (as such term is defined in
the Merger Agreement), (ii) the acquisition of Common Shares of the
Company pursuant to the Merger, (iii) the execution of the Merger
Agreement, the Company Shareholders Agreement or the Forcenergy Inc.
Stockholders Agreement or (iv) the consummation of the Merger or of
the
other transactions contemplated in the Merger Agreement, the Company
Shareholders Agreement or the Forcenergy Inc. Stockholders Agreement."
(c) The following definitions shall be added to Section 1 of the Rights
Agreement:
"Company Shareholders Agreement" shall mean the Shareholders Agreement
between Forcenergy Inc. and The Anschutz Corporation dated the date hereof."
"Company Sub" shall mean the Forest Acquisition I Corporation,
incorporated on June 27, 2000."
"Forcenergy Inc. Stockholders Agreement" shall mean the Stockholders
Agreement among the Company and the stockholders signatory thereto dated the
date hereof."
"Merger Agreement" shall mean the Agreement and Plan of Merger among the
Company, Forcenergy Inc. and the Company Sub dated the date hereof."
"Merger Documents" shall mean the Merger Agreement, the Company
Shareholders Agreement and the Forcenergy Inc. Stockholders Agreement."
"Merger Transactions" shall mean the transactions contemplated under the
Merger Documents."
(d) The first sentence of Section 2 of the Rights Agreement is hereby
amended to delete the following words:
"and the holders of the Rights (who, in accordance with Section 3 hereof,
shall, prior to the Distribution Date also be the holders of the Common Shares
of the Company)".
(e) Section 3(a) of the Rights Agreement is amended to add the following
sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date or a Shares Acquisition Date shall not be deemed to
have occurred solely as the result of (i) the announcement of the
Merger, (ii) the acquisition of Common Shares of the Company pursuant
to the Merger, (iii) the execution of the Merger Agreement, the
Company Shareholders Agreement or the Forcenergy Inc. Stockholders
Agreement or (iv) the consummation of the Merger or of the other
transactions contemplated in the Merger Agreement, the Company
Shareholders Agreement or the Forcenergy Inc. Stockholders Agreement."
(f) Section 19 of the Rights Agreement is hereby amended by adding the
following words to the end of the first paragraph thereto:
"Anything to the contrary notwithstanding, in no event shall the Rights
Agent be liable for special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of the likelihood of such
loss or damage."
Section 2. FULL FORCE AND EFFECT. Except as expressly amended hereby, the
Rights Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.
Section 3. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the law of the State of New York applicable to contracts to
be made and performed entirely within such State.
Section 4. SEVERABILITY. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the day and year first above written.
FOREST OIL CORPORATION
by: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
by: /s/ Xxxx Xxxxxxx
----------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
