SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG SABINE INVESTOR HOLDINGS LLC, FR XI ONSHORE AIV, LLC, AND FOREST OIL CORPORATION Dated as of December 16, 2014Registration Rights Agreement • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
This Second Amended and Restated Registration Rights Agreement (this “Agreement”) is dated as of May 5, 2014 and amended and restated as of December 16, 2014, by and among Sabine Investor Holdings LLC, a Delaware limited liability company (“Sabine Investor Holdings”), FR XI Onshore AIV, LLC, a Delaware limited liability company (“AIV Holdings”) and Forest Oil Corporation, a New York corporation (the “Company”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 16, 2014 among FOREST OIL CORPORATION, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS PARTY HERETO BARCLAYS BANK PLC as Syndication Agent...Credit Agreement • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 16, 2014, is among: Forest Oil Corporation, a New York corporation (the “Borrower”); each of the Lenders from time to time party hereto; Wells Fargo Bank, National Association (in its individual capacity, together with its successors in such capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as an Issuing Bank (as defined below), and each other Issuing Bank from time to time party hereto.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 16, 2014, among Sabine East Texas Basin LLC, Sabine Oil & Gas Finance Corporation, Sabine Williston Basin LLC, Sabine Bear Paw Basin LLC, Redrock Drilling, LLC, Sabine South Texas LLC, Giant Gas Gathering LLC, Sabine Mid-Continent Gathering LLC, Sabine South Texas Gathering LLC and Sabine Mid-Continent LLC (collectively, the “New Subsidiary Guarantors”), Forest Oil Corporation, a New York corporation (the “Successor Company”), under the indenture referred to below, and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”),
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • New York
This INTERCREDITOR AGREEMENT is dated as of December14, 2012, and entered into among NFR Energy LLC, a Delaware limited liability company (“Borrower”), the other parties hereto as Guarantors (together with the Borrower, the “Obligors”), Wells Fargo Bank, National Association, in its capacity as administrative agent for the Senior Indebtedness (including its successors and assigns from time to time, the “Senior Indebtedness Representative”), and Bank of America, N.A., in its capacity as administrative agent for the Second Lien Obligations (including its successors and assigns from time to time, the “Term Administrative Agent”). The Senior Indebtedness Representative and the Term Administrative Agent are collectively referred to herein as the “Lender Representatives.”
JANUARY 23, 2013 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT DATED AS OF DECEMBER 14, 2012 AMONG SABINE OIL & GAS LLC (F/K/A NFR ENERGY LLC), AS BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITIGROUP GLOBAL MARKETS INC., AS SYNDICATION AGENT...Credit Agreement • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • New York
THIS SECOND LIEN CREDIT AGREEMENT (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 14, 2012, is among: and amended as of the Amendment No. 1 Effective Date pursuant to Amendment No. 1 to Credit Agreement among Sabine Oil & Gas LLC (f/k/a NFR Energy LLC), a Delaware limited liability company (together with any successor to such Person permitted under this Agreement, the “Borrower”); each of the Lenders from time to time party hereto; Bank of America, N.A.(in its individual capacity, “Bank of America”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint bookrunner; Citigroup Global Markets Inc., as syndication agent (in such capacity, together with its successors in such capacity, the “Syndication Agent”), joint lead arranger and
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of December 16, 2014 (the “Second Amended Execution Date”), to the Amended and Restated Agreement and Plan of Merger, dated as of May 5, 2014 and amended and restated as of July 9, 2014 (the “Merger Agreement”), is by and among Sabine Investor Holdings LLC, a Delaware limited liability company (“Sabine Investor Holdings”), Sabine Oil & Gas Holdings LLC, a Delaware limited liability company (“Sabine Holdings”), Sabine Oil & Gas Holdings II LLC, a Delaware limited liability company (“SOGH II”), Sabine Oil & Gas LLC, a Delaware limited liability company (“Sabine O&G” and, together with Sabine Investor Holdings, Sabine Holdings and SOGH II, the “Sabine Parties”), Forest Oil Corporation, a New York corporation (“Forest”) and FR XI Onshore AIV, LLC, a Delaware limited liability company (“AIV Holdings”).
DECEMBER 16, 2014 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF DECEMBER 14, 2012 AMONG SABINE OIL & GAS LLC, AS BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, BARCLAYS BANK PLC, AS SYNDICATION AGENT AND THE LENDERS PARTY HERETOCredit Agreement • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • New York
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT, dated as of December 16, 2014 (this “Amendment”), among SABINE OIL & GAS LLC (the “Borrower”), the Incremental Term Lenders party hereto (the “New Incremental Term Lenders”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (such capitalized term and, unless otherwise specified, all other capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 16, 2014, among Forest Oil Corporation, a New York corporation (the “Successor Issuer”), Sabine Oil & Gas LLC (f/k/a NFR Oil & Gas Energy LLC), a Delaware limited liability company (the “Original Issuer”), Sabine Oil & Gas Finance Corporation (f/k/a NFR Oil & Gas Energy Finance Corporation), a Delaware corporation (the “Original Co-Issuer” and, together with the Original Issuer, the “Original Issuers”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT by and among SABINE INVESTOR HOLDINGS LLC, FOREST OIL CORPORATION AND FR XI ONSHORE AIV, LLC DATED AS OF DECEMBER 16, 2014Stockholder’s Agreement • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT (this “Agreement”) is dated as of May 5, 2014 and was first amended and restated as of July 9, 2014, and again amended and restated as of December 16, 2014, by and among Sabine Investor Holdings LLC, a Delaware limited liability company (“SIH”), Forest Oil Corporation, a New York corporation (the “Company”), and FR XI Onshore AIV, LLC, a Delaware limited liability company (“AIV Holdings”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2014, as amended by Amendment No. 1, dated as of December 16, 2014 (the “Merger Agreement”), by and among the Stockholders, Sabine Oil & Gas Holdings LLC (“Sabine Holdings”), Sabine Oil & Gas Holdings II LLC, Sabine Oil & Gas LLC, and the Company.
ASSUMPTIONAssumption Agreement • December 22nd, 2014 • Forest Oil Corp • Crude petroleum & natural gas • New York
THIS ASSUMPTION (this “Assumption”) dated as of December 16, 2014, is executed by Forest Oil Corporation, a New York corporation (successor by merger to Sabine Oil & Gas LLC, a Delaware limited liability company (the “Predecessor”)) (the “Assumptor”). Each capitalized term used but not otherwise defined herein has the meaning given such term in the Credit Agreement referred to below.
