__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number 0-4597
FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
New York 25-0484900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Colorado National Building
950 - 17th Street
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 592-2400
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
____ ____
Number of Shares
Outstanding
Title of Class of Common Stock July 31, 1994
______________________________ _______________
Common Stock, Par Value $.10 Per Share 28,124,969
__________________________________________________________________
PART I. FINANCIAL INFORMATION
FOREST OIL CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
1994 1993
________ ___________
(In Thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 3,515 6,949
Accounts receivable 25,216 25,257
Other current assets 3,263 3,309
_______ _________
Total current assets 31,994 35,515
Property and equipment, at cost:
Oil and gas properties - full cost
accounting method 1,149,590 1,140,656
Buildings, transportation and
other equipment 12,518 12,420
_________ _________
1,162,108 1,153,076
Less accumulated depreciation, depletion
and valuation allowance 822,822 787,380
_________ _________
Net property and equipment 339,286 365,696
Investment in and advances to affiliate 11,501 16,451
Other assets 10,785 9,093
_________ _________
$ 393,566 426,755
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 2,977 3,894
Current portion of nonrecourse secured
loan and production payment obligation 6,501 4,371
Current portion of subordinated debentures - 7,171
Accounts payable 17,662 28,348
Retirement benefits payable to executives
and directors 553 553
Accrued expenses and other liabilities:
Interest 4,295 3,817
Other 1,932 1,857
_________ _________
Total current liabilities 33,920 50,011
Long-term bank debt 29,000 25,000
Nonrecourse secured loan and production
payment obligation 67,029 70,035
Subordinated debentures 99,294 99,272
Retirement benefits payable to executives
and directors 3,774 4,135
Other liabilities 23,084 22,918
Deferred revenue 52,463 67,228
Shareholders' equity:
Convertible preferred stock 15,845 15,845
Capital stock 2,826 2,825
Capital surplus 190,450 193,717
Accumulated deficit (119,809) (117,656)
Foreign currency translation (1,208) (785)
Treasury stock (3,102) (5,790)
_________ _________
Total shareholders' equity 85,002 88,156
_________ _________
$ 393,566 426,755
========= =========
See accompanying notes to condensed consolidated financial statements.
FOREST OIL CORPORATION
Condensed Consolidated Statements of Production and Operations
(Unaudited)
Three Months Ended Six Months Ended
____________________ ____________________
June 30, June 30, June 30, June 30,
1994 1993 1994 1993
________ ________ ________ ________
(In Thousands Except Production and Per Share Amounts)
PRODUCTION
Gas (mmcf) 12,621 10,565 25,257 19,697
====== ====== ====== =======
Oil and condensate
(thousands of barrels) 404 376 787 777
====== ====== ====== =======
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue:
Oil and gas sales:
Gas $24,153 21,091 49,756 37,990
Oil and condensate 6,537 6,963 10,995 13,854
Products and other 92 - 214 -
______ ______ ______ ______
30,782 28,054 60,965 51,844
Miscellaneous, net 975 (79) 1,862 1,257
______ ______ ______ ______
Total revenue 31,757 27,975 62,827 53,101
Expenses:
Oil and gas production 5,900 4,215 11,228 8,892
General and administrative 2,502 2,810 4,589 4,974
Interest 6,828 6,670 13,475 13,315
Depreciation and depletion 17,701 15,438 35,604 28,996
______ ______ ______ ______
Total expenses 32,931 29,133 64,896 56,177
______ ______ ______ ______
Loss before income taxes
and cumulative effects of
changes in accounting
principles (1,174) (1,158) (2,069) (3,076)
Income tax expense (benefit):
Current 84 420 84 426
Deferred - (640) - (1,298)
______ ______ ______ ______
84 (220) 84 (872)
______ ______ ______ ______
Loss before cumulative effects
of changes in accounting
principles (1,258) (938) (2,153) (2,204)
Cumulative effects of changes
in accounting principles:
Postretirement benefits, net
of income tax benefit
of $1,639,000 - - - (3,183)
Income taxes - - - 2,060
______ ______ ______ ______
- - - (1,123)
______ ______ ______ ______
Net loss $(1,258) (938) (2,153) (3,327)
====== ====== ====== ======
Weighted average number of
common shares outstanding 28,071 17,603 28,039 16,224
====== ====== ====== ======
Net loss attributable to
common stock $(1,798) (1,508) (3,233) (4,484)
====== ====== ====== ======
Primary and fully diluted
loss per share:
Loss before cumulative effects
of changes in accounting
principles $ (.06) (.09) (.12) (.21)
====== ====== ====== ======
Net loss $ (.06) (.09) (.12) (.28)
====== ====== ====== ======
See accompanying notes to condensed consolidated financial statements.
FOREST OIL CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
_____________________
June 30, June 30,
1994 1993
________ ________
(In Thousands)
Cash flows from operating activities:
Loss before cumulative effects of changes
in accounting principles $ (2,153) (2,204)
Adjustments to reconcile loss before cumulative
effects of changes in accounting principles to
net cash provided by operating activities:
Depreciation and depletion 35,604 28,996
Deferred Federal income tax benefit - (1,298)
Other, net 1,728 2,429
_______ ______
35,179 27,923
Net changes in current assets and liabilities:
Decrease in accounts receivable 41 18
(Increase) decrease in other current assets 46 (2,062)
Decrease in accounts payable (10,686) (20,274)
Decrease in accrued expenses and other
liabilities 553 (968)
_______ _______
Net cash provided by operating activities 25,133 4,637
Cash flows from investing activities:
Capital expenditures for property and equipment (16,120) (39,173)
Proceeds from sales of property and equipment 6,860 2,545
Decrease in other assets, net 2,996 692
_______ _______
Net cash used by investing activities (6,264) (35,936)
Cash flows from financing activities:
Proceeds of long-term bank debt 9,000 -
Repayments of long-term bank debt (5,000) -
Repayments of production payment (1,770) (3,357)
Redemptions & purchases of subordinated debentures (7,171) (2,610)
Proceeds of volumetric production payments 4,353 27,261
Amortization of deferred revenue (19,118) (17,276)
Proceeds of common stock offering, net of
offering costs - 51,506
Preferred stock dividends (1,080) -
Deferred debt costs (419) -
Decrease in cash overdraft (917) (2,335)
Decrease in other liabilities, net (195) (806)
______ _______
Net cash provided (used) by financing
activities (22,317) 52,383
Effect of exchange rate changes on cash 14 (1)
______ _______
Net increase (decrease) in cash and cash equivalents (3,434) 21,083
Cash and cash equivalents at beginning of period 6,949 63,487
______ _______
Cash and cash equivalents at end of period $ 3,515 84,570
====== =======
Cash paid during the period for:
Interest $ 12,138 12,303
====== =======
Income taxes $ 3 427
====== =======
See accompanying notes to condensed consolidated financial statements.
FOREST OIL CORPORATION
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 1994 and 1993
(Unaudited)
(1) Basis of Presentation
The consolidated financial statements included herein
are unaudited. In the opinion of management, all
adjustments, consisting of normal recurring accruals,
have been made which are necessary for a fair
presentation of the financial position of the Company
at June 30, 1994 and the results of operations for the
six month periods ended June 30, 1994 and 1993.
Quarterly results are not necessarily indicative of
expected annual results because of the impact of
fluctuations in prices received for oil and natural gas
and other factors. For a more complete understanding
of the Company's operations and financial position,
reference is made to the consolidated financial
statements of the Company, and related notes thereto,
filed with the Company's annual report on Form 10-K for
the year ended December 31, 1993, previously filed with
the Securities and Exchange Commission.
(2) Earnings (Loss) Per Share
Primary earnings (loss) per share is computed by
dividing net earnings (loss) attributable to common
stock by the weighted average number of common shares
and common share equivalents outstanding during each
period, excluding treasury shares. Net earnings (loss)
attributable to common stock represents net earnings
(loss) less preferred stock dividend requirements.
Common share equivalents include, when applicable,
dilutive stock options using the treasury stock method
and warrants using the if converted method.
Fully diluted earnings (loss) per share is computed
assuming, in addition to the above, (i) that
convertible debentures were converted at the beginning
of each period or date of issuance, if later, with
earnings being increased for interest expense, net of
taxes, that would not have been incurred had conversion
taken place, (ii) that convertible preferred stock was
converted at the beginning of each period or date of
issuance, if later, and (iii) any additional dilutive
effect of stock options and warrants. The assumed
exercises and conversions were antidilutive for the six
months ended June 30, 1994 and 1993.
(3) Acquisitions
The Company completed three significant property
acquisitions in the last half of 1993. The results of
operations of the Company for the last half of 1993
include the effects of those acquisitions.
(4) Investment in and Advances to Affiliate
On June 24, 1994 the Company's affiliate, CanEagle
Resources Corporation (CanEagle), sold a significant
portion of its oil and gas properties in Canada to a
third party. In conjunction with this transaction, the
Company received payment of approximately $4,400,000
($6,124,000 CDN) representing principal and unpaid
interest on the CanEagle subordinated debenture held by
the Company. In addition, the Company exchanged its
remaining investment in CanEagle for preferred shares
of a newly formed entity, Archean Energy, Ltd. The
Company recognized no gain or loss as a result of this
transaction.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in
conjunction with the Company's Consolidated Financial Statements
and Notes thereto.
Results of Operations for the Second Quarter of 1994
Net Loss
The net loss for the second quarter of 1994 was $1,258,000
or $.06 per common share compared to a net loss of $938,000 or
$.09 per common share in the second quarter of 1993. Total
revenue increased 14% in the 1994 period compared to the 1993
period due primarily to increased natural gas production volumes
from properties acquired in 1993, but was more than offset by
increased oil and gas production expense and depletion expense.
The weighted average number of common shares outstanding during
the second quarter ended June 30, 1994 was approximately
28,071,000 compared to approximately 17,603,000 in the
corresponding period of the prior year due primarily to the
issuance of 11,080,000 shares of Common Stock in June, 1993.
This resulted in a lower loss per share for the second quarter of
1994 compared to the second quarter of 1993, despite the larger
loss in the 1994 period compared to the 1993 period.
Revenue
The Company's oil and gas sales revenue increased by 10% to
$30,782,000 in the second quarter of 1994 from $28,054,000 in the
second quarter of 1993. As a result of property acquisitions,
natural gas production levels and oil production levels for the
1994 period increased over the 1993 period by 19% and 7%,
respectively. The average sales price for natural gas in the
second quarter of 1994 was $1.91 per thousand cubic feet of
natural gas (MCF), a decrease of $.09 per MCF or 5% compared to
the average sales price of $2.00 per MCF in the second quarter of
the prior year. The average sales price for oil in the second
quarter of 1994 of $16.18 per barrel represented a decrease of
$2.34 per barrel or 13% compared to the average sales price of
$18.52 per barrel in the same period of the prior year.
Miscellaneous net revenue increased to $975,000 in the
second quarter of 1994 from $(79,000) in the comparable 1993
quarter. The 1994 amount includes income from the reversal of an
accounts receivable reserve.
Expenses
On an MCFE basis (MCFE means thousands of cubic feet of
natural gas equivalents, using a conversion ratio of one barrel
of oil to six MCF of natural gas), production expense increased
18% in the second quarter of 1994 to $.39 per MCFE from $.33 per
MCFE in the second quarter of 1993.
General and administrative expense was $2,502,000, a
decrease of 11% from $2,810,000 in the second quarter of 1993.
Total overhead costs (capitalized and expensed general and
administrative costs) of $4,092,000 in the second quarter of 1994
decreased 12% from $4,633,000 in the comparable period in 1993.
Both decreases are due primarily to lower professional services
costs.
Interest expense of $6,828,000 in the second quarter of 1994
increased slightly from $6,670,000 in the comparable period in
1993. The reduction in interest expense due to the redemptions
or purchases of the Company's subordinated debentures and 12 3/4%
Senior Secured Notes in 1993 was offset by the interest expense
incurred in connection with the Company's 11 1/4% Senior
Subordinated Notes and a nonrecourse secured loan entered into in
December 1993.
Depreciation and depletion expense increased 15% to
$17,701,000 in the second quarter of 1994 from $15,438,000 in the
second quarter of 1993 due to increased production in the 1994
period. The depletion rate per unit of production in the 1994
period was $1.18 per MCFE, compared to $1.20 per MCFE in the
prior year period.
Results of Operations for the Six Months Ended June 30, 1994
Net Loss
The net loss for the first six months of 1994 was $2,153,000
or $.12 per common share compared to a net loss of $3,327,000 or
$.28 per common share for the comparable period in 1993. The
improved results are primarily due to increased natural gas
volumes as a result of acquisitions. The weighted average number
of common shares outstanding during the six months ended June 30,
1994 was approximately 28,039,000 compared to approximately
16,224,000 in the corresponding period of the prior year due
primarily to the issuance of 11,080,000 shares of Common Stock in
June, 1993.
Revenue
The Company's oil and gas sales revenue increased by 18% to
$60,965,000 in the first half of 1994 from $51,844,000 in the
first half of 1993. Natural gas production levels for the 1994
period increased over the 1993 period by 28% due primarily to
property acquisitions. Oil production levels for the 1994 period
increased slightly from the 1993 period. The average sales price
for natural gas in the first half of 1994 was $1.97 per MCF, an
increase of $.04 per MCF or 2% over the average sales price in
the first half of the prior year. The average sales price for
oil in the first half of 1994 of $13.97 per barrel represented a
decrease of $3.86 per barrel or 22% compared to the average sales
price of $17.83 in the same period of the prior year.
The production volumes and weighted average sales prices
during the periods were as follows:
Three months ended Six months ended
__________________ _________________
June 30, June 30, June 30, June 30,
1994 1993 1994 1993
________ ________ ________ ________
Natural Gas
Production under long-term fixed
price contracts (MMCF) (1) 4,244 4,553 9,010 8,560
Average contract sales price
(per MCF) (1) $ 1.81 1.61 1.79 1.57
Production sold on the spot market
(MMCF) 8,377 6,012 16,247 11,137
Spot sales price received(per MCF)$ 1.95 2.49 2.10 2.31
Effects of energy swaps(perMCF)(2) .02 (.20) (.03) (.10)
______ ______ ______ ______
Average spot sales price(perMCF) $ 1.97 2.29 2.07 2.21
Total production (MMCF)` 12,621 10,565 25,257 19,697
Average sales price (per MCF) $ 1.91 2.00 1.97 1.93
Oil and condensate (3)
Total production (MBBLs) 404 376 787 777
Average sales price (per BBL) $ 16.18 18.52 13.97 17.83
(1) Production under long-term fixed price contracts includes
scheduled deliveries under volumetric production payments,
net of royalties. See "Volumetric Production Payments"
below.
(2) Energy swaps were entered into to hedge the price of spot
market volumes against price fluctuation.
(3) Oil and condensate production is sold primarily on the spot
market. An immaterial amount of production is covered by
long-term fixed price contracts, including scheduled
deliveries under volumetric production payments, net of
royalties.
Miscellaneous net revenue increased to $1,862,000 in the
first half of 1994 from $1,257,000 in the comparable 1993 period.
The 1994 amount includes income from the sale of miscellaneous
pipeline systems and equipment and the reversal of an accounts
receivable reserve. The 1993 amount included an adjustment to
reduce accrued severance taxes based on communications with the
applicable state taxing authority.
Expenses
Oil and gas production expense increased 26% to $11,228,000
in the first half of 1994 from $8,892,000 in the comparable
period of 1993. The increase was due to increased oil and gas
production. On an MCFE basis, production expense was $.37 per
MCFE in the first half of 1994 and in the first half of 1993.
General and administrative expense was $4,589,000 in the
first half of 1994, a decrease of 8% from $4,974,000 in the first
half of 1993. Total overhead costs (capitalized and expensed
general and administrative costs) of $8,165,000 in the first half
of 1994 increased slightly from $8,055,000 in the comparable
period in 1993. The Company's salaried workforce was 139 at June
30, 1994 and 127 at June 30, 1993.
The following table summarizes the total overhead costs
incurred during the periods:
Three months ended Six months ended
__________________ _________________
June 30, June 30, June 30, June 30,
1994 1993 1994 1993
________ ________ ________ ________
(In Thousands)
Overhead costs capitalized $ 1,590 1,823 3,576 3,081
General and administrative
costs expensed 2,502 2,810 4,589 4,974
_____ _____ _____ _____
Total overhead costs $ 4,092 4,633 8,165 8,055
===== ===== ===== =====
Interest expense of $13,475,000 in the first half of 1994
remained approximately the same as in the comparable period in
1993. The reduction in interest expense due to the redemptions
or purchases of the Company's subordinated debentures and 12 3/4%
Senior Secured Notes in 1993 was offset by the interest expense
incurred in connection with the Company's 11 1/4% Senior
Subordinated Notes and a nonrecourse secured loan entered into in
December 1993.
Depreciation and depletion expense increased 23% to
$35,604,000 in the first half of 1994 from $28,996,000 in the
first half of 1993 due to increased production in the 1994
period. The depletion rate per unit of production averaged $1.17
per MCFE for the first half of 1994 and for the first half of
1993. At June 30, 1994 the Company had undeveloped properties
with a cost basis of approximately $41,824,000 which were
excluded from depletion, compared to $18,305,000 at June 30,
1993. The increase is attributable primarily to acquisition of
undeveloped properties in the Loma Vieja Field in December 1993.
The Company was not required to record a writedown of the
carrying value of its oil and gas properties in 1993 or in the
first six months of 1994. Writedowns of the full cost pool may
be required, however, if prices decrease, undeveloped property
values decrease, estimated proved reserve volumes are revised
downward or costs incurred in exploration, development, or
acquisition activities exceed the discounted future net cash
flows from the additional reserves, if any.
As of December 31, 1993, there were no remaining deferred
tax liabilities. No tax benefits for operating loss
carryforwards have been recorded in the first six months of 1994.
Changes in Accounting
Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions," (SFAS No. 106) required the Company to accrue expected
costs of providing postretirement benefits to employees and the
employees' beneficiaries and covered dependents. The Company
adopted the provisions of SFAS No. 106 in the first quarter of
1993. The accumulated postretirement benefit obligation as of
January 1, 1993 was approximately $4,822,000. This amount,
reduced by applicable income tax benefits, was charged to
operations in the first quarter of 1993 as the cumulative effect
of a change in accounting principle.
Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," (SFAS No. 109), required the
Company to adopt the liability method of accounting for income
taxes. The Company adopted such method on a prospective basis as
of January 1, 1993 and, as such, prior periods have not been
restated. The cumulative effect of adopting SFAS No. 109 as of
January 1, 1993 resulted in a reduction of the net amount of
deferred income taxes recorded as of December 31, 1992 of
approximately $2,060,000. This amount was credited to operations
in the first quarter of 1993 as the cumulative effect of a change
in accounting principle.
Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (SFAS No.
112), required the Company to accrue the estimated cost of
certain postemployment benefits provided to former employees.
The Company adopted the provisions of SFAS No. 112 in the first
quarter of 1994. The accumulated postemployment benefit
obligation as of January 1, 1994 was not significant and, as
such, has been included in general and administrative expense in
the first quarter of 1994.
Capital Resources and Liquidity
Cash Flow
Historically, one of the Company's primary sources of
capital has been net cash provided by operating activities, which
has varied dramatically in prior periods, depending upon factors
such as natural gas contract settlements and price fluctuations,
which are difficult to predict.
The following summary table reflects comparative cash flows
for the Company for the periods ended June 30, 1994 and 1993:
Six Months Ended June 30,
___________________________
1994 1993
______ ______
(In Thousands)
Funds provided by operations (A)(B) $ 35,179 27,923
Net cash provided by operating
activities (B) 25,133 4,637
Net cash used by investing activities (6,264) (35,936)
Net cash provided (used) by
financing activities (22,317) 52,383
(A) Funds provided by operations consists of net cash
provided by operating activities adjusted for the changes in
working capital items.
(B) Includes $15,568,000 and $13,932,000 of revenue
associated with the Company's volumetric production payments
for the six months ended June 30, 1994 and 1993, respectively.
Short-Term Liquidity and Working Capital Deficit
In December 1993, the Company entered into a secured master
credit facility (the Credit Facility) with The Chase Manhattan
Bank, N.A. (Chase) as agent for a group of banks. Under the
Credit Facility, the Company was able to borrow up to $17,500,000
for acquisition or development of proved oil and gas reserves,
subject to semi-annual redetermination, and up to $17,500,000 for
working capital and general corporate purposes. In May 1994, the
Credit Facility was amended to increase the borrowing
availability for working capital and general corporate purposes
from $17,500,000 to $32,500,000. This increased the total
borrowing capacity of the Company under the Credit Facility to
$50,000,000. The Credit Facility is secured by a lien on, and a
security interest in, a majority of the Company's proved oil and
gas properties and related assets (subject to prior security
interests granted to holders of volumetric production payment
agreements), a pledge of accounts receivable, material contracts
and the stock of material subsidiaries, and a negative pledge on
remaining assets. The Company pledged additional oil and gas
properties in connection with the increase in borrowing
availability. Borrowings less than $40,000,000 under the Credit
Facility bear interest at the Chase base rate plus 3/8 of 1% or
1, 2, 3 or 6 month LIBOR plus 1 and 5/8%, payable quarterly. For
borrowings equal to or greater than $40,000,000 but less than
$45,000,000, the interest rate is the Chase Base Rate plus 3/4%
of 1% or 1, 2, 3 or 6 month LIBOR plus 2%, and for borrowings of
$45,000,000 or more, the interest rate is the Chase Base Rate
plus 1 and 1/4% or 1, 2, 3 or 6 month LIBOR plus 2 and 1/2%. A
commitment fee of 1/2 of 1% is charged on unused availability.
The maturity date of the Credit Facility is December 31, 1996.
Under the terms of the Credit Facility, the Company is subject to
certain covenants, including restrictions or requirements with
respect to working capital, net cash flow, additional debt, asset
sales, mergers, cash dividends on capital stock and reporting
responsibilities.
Due to the significant capital requirements of acquisition
and development activities undertaken in December 1993, the
Company reported a working capital deficit of $14,496,000 at
December 31, 1993. The Company did not meet the test imposed by
the working capital covenant of the Credit Facility; compliance
with this covenant was waived by Chase at December 31, 1993. The
deficit was funded during the first quarter of 1994 primarily by
additional borrowings of $9,000,000 under the Credit Facility,
net proceeds of $2,600,000 from the sale of non-strategic oil
and gas properties, and a short-term loan from The Chase
Manhattan Bank, N.A. of $4,000,000, secured by a pledge of the
Company's CanEagle securities. The cash inflows, in addition to
cash provided by operating activities, enabled the Company to
meet its obligations with respect to principal and interest
payments and other short-term obligations. At June 30, 1994 the
Company's working capital deficit was reduced to $1,926,000. The
additional borrowings and short-term loan were paid in June,
1994. At June 30, 1994, the outstanding balance under this
facility was $29,000,000 and the Company was in compliance with
the working capital covenant of the Credit Facility.
On June 24, 1994 the Company's affiliate, CanEagle Resources
Corporation (CanEagle), sold a significant portion of its oil and
gas properties in Canada to a third party. In conjunction with
this transaction, the Company received payment of approximately
$4,400,000 ($6,124,000 CDN) representing principal and unpaid
interest on the CanEagle subordinated debenture held by the
Company. In addition, the Company exchanged its remaining
investment in CanEagle for preferred shares of a newly formed
entity, Archean Energy, Ltd.
The Company continues to explore additional sources of
short-term liquidity to fund its working capital needs, including
sales of additional non-strategic properties and excess
equipment, and other measures.
Long-Term Liquidity
The Company has taken several significant steps to improve
its long-term liquidity. In 1993 the Company issued Common
Stock and subordinated debt, the proceeds of which were used in
part, together with available cash, to redeem the Company's long-
term notes and debentures. In February 1994, the Company
redeemed the remaining $7,171,000 principal amount of its 5 1/2%
Convertible Subordinated Debentures.
On December 30, 1993, the Company entered into a nonrecourse
secured loan agreement (the Enron loan) arranged by Enron Finance
Corp., an affiliate of Enron Gas Services. For a further
discussion of the Enron loan, see "Nonrecourse Secured Loan and
Dollar-Denominated Production Payment" below. This financing
provided acquisition capital, and capital to execute Forest's
exploitation strategy.
Many of the factors which may affect the Company's future
operating performance and long-term liquidity are beyond the
Company's control, including, but not limited to, oil and natural
gas prices, governmental actions and taxes, the availability and
attractiveness of properties for acquisition, the adequacy and
attractiveness of financing and operational results.
Volumetric Production Payments
As of June 30, 1994, deferred revenue relating to production
payments was $52,463,000. As of June 30, 1994, the annual
amortization of deferred revenue and the corresponding delivery
and net sales volumes are set forth below:
Net sales volumes
attributable to
Volumes required to be production payment
delivered to Enron deliveries (1)
______________________ ___________________
Natural Natural
Annual amortization Oil Gas Oil Gas
of deferred revenue (MBBLS) (MMCF) (MBBLS) (MMCF)
____________________ _______ ______ _______ ______
(In Thousands)
Remainder of 1994 $ 16,557 103 9,039 87 7,294
1995 20,772 174 11,053 146 8,920
1996 7,579 87 3,727 73 3,008
1997 2,474 - 1,415 - 1,142
Thereafter 5,081 - 3,001 - 2,422
_______ ___ ______ ___ _____
$ 52,463 364 28,235 306 22,786
====== === ====== === ======
(1) Represents volumes required to be delivered to Enron net of estimated
royalty volumes.
Nonrecourse Secured Loan and Dollar-Denominated Production
Payment
Under the terms of the Enron loan entered into in December
1993 and a dollar-denominated production payment sold to a bank
in February 1992, the Company is required to make payments based
on the net proceeds, as defined, from certain subject properties.
The Enron loan, which bears annual interest at the rate of
12.5%, was recorded at a discounted amount to reflect the
conveyance to the lender of a 20% interest in the net profits, as
defined, of the Company's Loma Vieja properties. At June 30,
1994 the principal amount of the loan was $57,733,000 and the
recorded liability was $53,995,000. Under the terms of the Enron
loan, additional funds may be advanced to fund a portion of the
development projects which will be undertaken by the Company on
the properties pledged as security for the loan. Payments of
principal and interest under the Enron loan are due monthly and
are equal to 90% of total net operating income from the secured
properties, reduced by 80% of allowable capital expenditures, as
defined. The Company's current estimate is that the remaining
1994 payments will reduce the recorded liability by approximately
$4,280,000. Payments, if any, under the net profits conveyance
will commence upon repayment of the principal amount of the Enron
loan and will cease when the lender has received an internal rate
of return, as defined, of 18% (15.25% through December 31, 1995).
The original amount of the dollar-denominated production
payment was $37,550,000, which was recorded as a liability of
$28,805,000 after a discount to reflect a market rate of
interest. At June 30, 1994 the remaining recorded liability was
$19,535,000. Under the terms of the dollar-denominated
production payment, the Company must make a monthly cash payment
which is the greater of a base amount or 85% of the net proceeds
from the subject properties, as defined, except that the amount
required to be paid in any given month cannot exceed 100% of the
net proceeds from the subject properties. Forest retains a
management fee equal to 10% of sales from the properties, which
is deducted in the calculation of net proceeds. The Company's
current estimate is that the remaining 1994 payments will reduce
the recorded liability by approximately $2,221,000.
Hedging Program
In addition to the volumes of natural gas and oil dedicated
to volumetric production payments, the Company has also used
energy swaps and other financial agreements to hedge against the
effects of fluctuations in the sales prices for oil and natural
gas. In a typical swap agreement, the Company receives the
difference between a fixed price per unit of production and a
price based on an agreed upon third-party index if the index
price is lower. If the index price is higher, the Company pays
the difference. The Company's current swaps are settled on a
monthly basis. At June 30, 1994, the Company had natural gas
swaps for an aggregate of approximately 36 MMBTU per day of
natural gas during 1994 at fixed prices ranging from $1.90 to
$2.30 per MMBTU with a weighted average of $2.04 per MMBTU. At
June 30, 1994, the Company had oil swaps for an aggregate of
approximately 2,000 barrels per day of oil during 1994 at fixed
prices ranging from $16.70 to $18.75 with a weighted average of
$17.54 per barrel.
Summary of Cash Flow Considerations and Exposure to Price and
Reserve Risk
As a result of volumetric production payments, energy swaps,
and fixed contracts, the Company currently estimates that
approximately 59% of its natural gas production and 52% of its
oil production will not be subject to price fluctuations from
July 1994 through December 1994. Existing volumetric production
payments, energy swaps and fixed contracts currently cover
approximately 50% of the Company's natural gas production and 44%
of its oil production for the year ending December 31, 1995.
Currently, it is the Company's intention to commit no more than
75% of its production to such arrangements at any point in time.
See "Hedging Program" above.
Capital Expenditures
The Company's expenditures for property acquisition,
exploration and development for the first six months of 1994 and
1993, including overhead related to these activities which were
capitalized, were as follows:
Six months ended June 30,
_________________________
1994 1993
_______ _______
(In Thousands)
Property acquisition costs:
Proved properties $6,603 32,427
Undeveloped properties - -
_____ ______
6,603 32,427
Exploration costs:
Direct costs 881 2,041
Overhead capitalized 359 245
_____ ______
1,240 2,286
Development costs:
Direct costs 4,960 1,502
Overhead capitalized 3,217 2,836
_____ ______
8,177 4,338
_____ ______
$16,020 39,051
====== ======
The Company's exploration and development expenditures for
the last six months of 1994 are expected to be significantly
higher than in the first six months of the year. The Company's
expenditures for exploration and development for the remainder of
1994 are currently expected to be approximately $10,200,000 and
$15,700,000, respectively, including capitalized overhead of
$800,000 and $6,400,000, respectively. It is possible that some
of these costs may be incurred in the first quarter of 1995.
Planned levels of capital expenditures may be restricted,
however, if the Company experiences lower than anticipated net
cash provided by operations or other short-term liquidity
problems.
During 1994, the Company intends to continue a strategy of
acquiring reserves which meet its investment criteria; however,
no assurance can be given that the Company can locate or finance
any property acquisitions. In order to finance future
acquisitions, the Company is exploring many options including,
but not limited to: a variety of debt instruments; the issuance
of net profits interests; sales of non-strategic properties,
prospects and technical information; joint venture financing; the
issuance of common or preferred equity of the Company; sale of
production payments and other nonrecourse financing; as well as
additional bank financing. Availability of these sources of
capital will depend upon a number of factors, some of which are
beyond the control of the Company.
Dividends
The Company was required to pay dividends on its $.75
Convertible Preferred Stock, when and if declared, in shares of
Common Stock through 1993. On February 1, 1994, a cash dividend
of $.1875 per share on its $.75 Convertible Preferred Stock was
paid to holders of record on January 14, 1994. On May 1, 1994, a
cash dividend of $.1875 per share on the $.75 Convertible
Preferred Stock was paid to holders of record on April 8, 1994.
On August 1, 1994, a cash dividend of $.1875 per share on the
$.75 Convertible Preferred Stock was paid to holders of record on
July 8, 1994. On August 10, 1994, the Board of Directors
declared a cash dividend of $1.875 per share on the $.75
Convertible Preferred Stock, payable November 1, 1994 to holders
of record on October 7, 1994. The Indenture executed in
connection with the 11 1/4% Senior Subordinated Notes due 2003
and the Credit Facility contain restrictive provisions governing
dividend payments.
Gas Balancing
It is customary in the industry for various working interest
partners to produce more or less than their entitlement share of
natural gas from time to time. The Company's net overproduced
position decreased in the first six months of 1994 to
approximately 9 BCF from approximately 10 BCF at December 31,
1993. The Company currently estimates that approximately 2 BCF
will be repaid in the remainder of 1994 and 3 BCF will be repaid
in 1995 under such agreements. In the absence of a gas balancing
agreement, the Company is unable to determine when its partners
may choose to make up their share of production. If and when the
Company's partners do make up their share of production, the
Company's deliverable natural gas volumes could decrease,
adversely affecting gas revenue and cash flow.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting held on May 11, 1994, the
shareholders of the Company (a) elected three (3) Class IV
directors and one (1) Class I director; and (b) ratified the
appointment of KPMG Peat Marwick as independent auditors for the
Company for 1994.
With respect to the election of the Class IV directors and the
Class I director, votes for and withheld with respect to each
director are as follows:
John C. Dorn
For 24,172,572 votes
Withheld 93,212 votes
Richard J. Callahan
For 24,116,384 votes
Withheld 149,400 votes
Austin M. Beutner
For 24,194,475 votes
Withheld 71,309 votes
Jack D. Riggs
For 24,231,828 votes
Withheld 33,956 votes
In all such cases, there were no broker non-votes.
With respect to the ratification of the appointment of KPMG Peat
Marwick as independent auditors for the Company for 1994,
24,250,328 votes were cast in favor of such ratification, 64,503
votes were cast against such ratification, 77,206 votes abstained
from voting and there were no broker non-votes.
Under New York law and the Company's By-laws, abstentions and
broker non-votes have no effect on the outcome of the vote on any
of the matters considered at the Annual Meeting. A broker non-
vote occurs if a broker or other nominee does not have
discretionary authority and has not received instructions with
respect to a particular item.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
*Exhibit 4.1 Amendment No. 3 dated as of June 3, 1994 to the
Credit Agreement dated as of December 1, 1993 between Forest Oil
Corporation and Subsidiary Borrowers and Subsidiary Guarantors
and The Chase Manhattan Bank (National Association), as agent.
*Exhibit 4.2 Amendment No. 1 dated as of June 28, 1994 to the
Security Agreement dated as of December 1, 1993 between Forest
Oil Corporation and The Chase Manhattan Bank (National
Association), as agent.
*Exhibit 4.3 First Amendment dated as of December 28, 1993 to
the Loan Agreement between Forest Oil Corporation and Joint
Energy Development Investments Limited Partnership dated as of
December 28, 1993.
*Exhibit 4.4 First Amendment dated as of June 15, 1994 to the
Deed of Trust, Assignment of Production, Security Agreement and
Financing Statement between Forest Oil Corporation and Joint
Energy Development Investments Limited Partnership dated as of
December 28, 1993.
Exhibit 10.1 Description of Employee Overriding Royalty Bonuses,
incorporated herein by reference to Exhibit 10.1 to Form 10-K
for Forest Oil Corporation for the year ended December 31, 1990
(File No. 0-4597).
Exhibit 10.2 Description of Executive Life Insurance Plan,
incorporated herein by reference to Exhibit 10.2 to Form 10-K
for Forest Oil Corporation for the year ended December 31, 1991
(File No. 0-4597).
*Exhibit 10.3 Form of non-qualified Executive Deferred
Compensation Plan (File No. 0- 4597).
Exhibit 10.4 Form of non-qualified Supplemental Executive
Retirement Plan, incorporated herein by reference to Exhibit
10.4 to Form 10-K for Forest Oil Corporation for the year ended
December 31, 1990 (File No. 0-4597).
Exhibit 10.5 Form of Executive Retirement Agreement,
incorporated herein by reference to Exhibit 10.5 to Form 10-K
for Forest Oil Corporation for the year ended December 31, 1990
(File No. 0-4597).
Exhibit 10.6 Forest Oil Corporation 1992 Stock Option Plan and
Option Agreement, incorporated herein by reference to Exhibit
10.7 to Form 10-K for Forest Oil Corporation for the year ended
December 31, 1991 (File No. 0-4597).
Exhibit 10.7 Letter Agreement with Richard B. Dorn relating to a
revision to Exhibit 10.5 hereof, incorporated herein by
reference to Exhibit 10.11 to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1991 (File No. 0-
4597).
Exhibit 10.8 Forest Oil Corporation Annual Incentive Plan
effective as of January 1, 1992, incorporated herein by
reference to Exhibit 10.8 to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1992 (File No. 0-
4597).
Exhibit 10.9 Form of Executive Severance Agreement, incorporated
herein by reference to Exhibit 10.9 to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1993 (File No. 0-
4597).
Exhibit 10.10 Form of Settlement Agreement and General Release
between John F.Dorn and Forest Oil Corporation dated March 7,1994,
incorporated herein by reference to Exhibit 10.10 to Form 10-K for
Forest OilCorporation for the year ended December 31, 1993 (File
No. 0-4597).
*Exhibit 11 Forest Oil Corporation and Subsidiaries -
Calculation of Earnings per Share of Common Stock.
* Filed with this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Forest during the
quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
FOREST OIL CORPORATION
(Registrant)
Date: August 12, 1994 /s/Daniel L. McNamara
__________________________________
Daniel L. McNamara
Corporate Counsel and Secretary
(Signed on behalf of the registrant)
/s/David H. Keyte
__________________________________
David H. Keyte
Vice President and Chief Accounting Officer
AMENDMENT NO. 3
AMENDMENT NO. 3 dated as of June 3, 1994, among FOREST OIL
CORPORATION, a corporation duly and validly existing under the laws of the
State of New York (the "Company"); each of the lenders that is a signatory
hereto (individually, a "Bank" and, collectively, the "Banks"); and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association, as
agent for the Banks (in such capacity, together with its successors in such
capacity, the "Agent").
The Company, the Banks and the Agent are parties to a Credit
Agreement dated as of December 1, 1993, as amended by Amendment No. 1 dated as
of December 28, 1993 and Amendment No. 2 dated as of January 27, 1994 (as
amended, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Banks to the Company in an
aggregate principal amount not exceeding $50,000,000. The Company, the Banks
and the Agent wish to increase the aggregate amount of the Commitments under
the Credit Agreement and 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. 3, terms defined in the Credit Agreement and are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as of the
date hereof, the Credit Agreement shall be amended as follows:
A. The following definitions in Section 1.01 of the Credit
Agreement shall each be amended in its entirety to read as follows:
"A Commitment" shall mean, for each A Bank, the obligation of
such Bank to make A Loans in an aggregate principal amount up to but
not exceeding (a) in the case of a Bank that is a party to this
Agreement as of the date of Amendment No. 3, the amount set opposite the
name of such Bank on Schedule I of Amendment No. 3 under the caption "A
Commitment" or (b)in the case of any other A Bank, the aggregate amount
of the A Commitments of other A Banks acquired by it pursuant to Section
12.06(b) hereof (in each case, as the same may be reduced from time to
time pursuant to Section 2.04 hereof or increased or reduced from time
to time pursuant to said Section 12.06(b) hereof).
"Applicable Margin" shall mean, with respect to each Type of
Loan for any period during which the outstanding Loans and Letter of
Credit Liabilities under this Agreement are within the range specified
under "Range of Aggregate Outstanding Liabilities" in Schedule X below,
the percentage per annum set forth opposite such range under such Type
of Loan in such Schedule X, provided that the "Applicable Margin" shall
be increased or reduced, as applicable, on the date of the borrowing of
a Loan or the issuance of a Letter of Credit,or the repayment of a Loan
or expiration of a Letter of Credit, as the case may be, which results
in the outstanding Loans and Letter of Credit Liabilities shifting from
one range to another.
Schedule X
__________
Applicable Margin (% per annum)
Range of Aggregate ________________________________
Outstanding Liabilities Base Rate Loans Eurodollar Loans
_______________________ _______________ ________________
$0 - $39,999,999.99 3/8% 1 5/8%
$40,000,000.00 -
$44,999,999.99 3/4% 2%
$45,000,000.00 -
$50,000,000.00 1 1/4% 2 1/2%
"B Commitment" shall mean for each B Bank, the obligation of
such Bank to make B Loans in an aggregate principal amount up to but
not exceeding (a) in the case of a Bank that is party to this Agreement
as of the date of Amendment No. 3, the amount set opposite the name of
such Bank on Schedule I of Amendment No. 3 under the caption "B
Commitment" or (b) in the case of any other B Bank, the aggregate amount
of the B Commitments of other B Banks acquired by it pursuant to Section
12.06(b) hereof (in each case, as the same may be reduced from time to
time pursuant to Section 2.04 hereof or increased or reduced from time
to time pursuant to said Section 12.06(b) hereof).
For the purposes of Sections 2.03, 2.10, 4.05, 9.11, 9.14 and
9.17 hereof only,the B Commitment shall be divided into three sublimits
as follows:
(i) sublimit 1 (hereafter referred to as the "General
Corporate Sublimit") shall be $12,500,000;
(ii) sublimit 2 (hereinafter referred to as the "Acquisition
Sublimit") shall be $17,500,000; and
(iii) sublimit 3 (hereinafter referred to as the "Working Capital
Sublimit" and together with the General Corporate Sublimit
and the Acquisition Sublimit, the "Sublimits") shall be
$10,000,000.
Reductions in the B Commitment shall reduce one or more of the Sublimits
as provided in Sections 2.10(d) and 4.05 hereof.
Each B Bank's Commitment Percentage of each Sublimit shall equal such B
Bank's Commitment Percentage of the B Commitment.
"`JEDI Collateral' shall mean "Collateral" as defined in the
JEDI Agreement on the date of Amendment No. 1."
"`JEDI Investments' shall mean at any time of determination,
all amounts, including without limitation cash expended and the fair
market value of Property contributed by the Company or any of its
Subsidiaries in connection with the JEDI Mortgaged Properties,
including without limitation all expenses for Capital Operations
(excluding any general, administrative or office charges or overhead,
except to the extent allocated to such Properties in accordance with
GAAP) prior to such time of determination (on a cumulative basis) and
all Operating Costs prior to such time of determination(on a cumulative
basis) (each as defined in the JEDI Agreement on the date of Amendment
No. 1),but excluding the purchase price of the JEDI Mortgaged Properties
acquired on or prior to December 31, 1993 minus Net Operating Cash Flow
received by or for the account of the Company prior to such time of
determination (on a cumulative basis) provided that the calculation of
the JEDI Investments shall not result in a number less than zero."
B. The definition of "Mortgage(s)" in Section 1.01 of the
Credit Agreement is amended by deleting the phrase "Schedules I and II
thereto" and replacing such phrase with "any Exhibit or Schedule thereto."
C. The following definition shall be added in alphabetical
order in Section 1.01 of the Credit Agreement:
"'Amendment No. 3' shall mean Amendment No. 3 to this Agreement
dated as of June 3, 1994."
D. Section 2.01 of the Credit Agreement is amended by
deleting clauses (a) and (b) therein in their entirety and replacing them
as follows:
(a) A Loans. Each A Bank severally agrees, in accordance with the terms
and conditions of this Agreement, to make one or more loans to the Borrowers
in Dollars during the period from and including the date hereof to and
including the Commitment Termination Date in an aggregate amount, as to all
Borrowers, up to but not exceeding the lesser of (x) the A Commitment of
such Bank and (y) an amount equal to such Bank's Commitment Percentage
multiplied by the Borrowing Base determined pursuant to the immediately
preceding Reserve Evaluation Report; provided that (i) in no event shall the
aggregate principal amount of all A Loans, together with the aggregate amount
of all Letter of Credit Liabilities in respect of the A Commitments, exceed
the aggregate amount of the A Commitments as in effect from time to time and
(ii) the Borrowers may not borrow A Loans or obtain Letters of Credit under
this Agreement at any time while a Borrowing Base Deficiency exists. The
aggregate of the A Commitments of the A Banks on the date of Amendment
No. 3 is $10,000,000.
(b) B Loans. Each B Bank severally agrees, in accordance with
the terms and conditions of this Agreement, to make one or more loans to
the Borrowers in Dollars during the period from and including the date
of Amendment No. 3 to and including the Commitment Termination Date in
an aggregate amount, as to all Borrowers, up to but not exceeding the
lesser of (x) the B Commitment of such Bank and (y) an amount equal to
such Bank's Commitment Percentage multiplied by the Borrowing Base
determined pursuant to the immediately preceding Reserve Evaluation
Report minus the aggregate of the A Commitments at such time; provided
that (x) in no event shall the aggregate principal amount of B Loans,
together with the aggregate amount of all Letter of Credit Liabilities
in respect of the B Commitments exceed the aggregate amount of the B
Commitments as in effect from time to time; and (y) the Borrowers may
not borrow B Loans or obtain Letters of Credit under this Agreement at
any time while a Borrowing Base Deficiency exists. The aggregate of the
B Commitments of the B Banks on the date of Amendment No. 3 is
$40,000,000.
Section 2.01 is further amended by adding a new clause (d) at the end of
such Section as follows:
(d) Notwithstanding any provision of this Section 2.01 to the
contrary, the aggregate amount of Letter of Credit Liabilities
outstanding under this Agreement shall not at any time exceed the
lesser of (i) $10,000,000 and (ii) the aggregate of the Commitments.
E. Section 2.03 of the Credit Agreement is amended by
deleting the first sentence in such Section and replacing it as follows:
Subject to the terms and conditions of this Agreement, the A
Commitments and the General Corporate Sublimit and the Working Capital
Sublimit of the B Commitments may be utilized, upon the request of the
Company, in addition to the Loans provided for in Section 2.01 hereof,
for the issuance by the Issuing Bank of letters of credit (collectively
"Letters of Credit") for account of the Borrowers, provided that in no
event shall (i) the aggregate amount of all Letter of Credit
Liabilities, together with the aggregate principal amount of the Loans
exceed the lesser of (A) the aggregate of the Commitments and (B) the
Borrowing Base as determined pursuant to the immediately preceding
Reserve Evaluation Report, (ii) the outstanding aggregate amount of all
Letter of Credit Liabilities exceed $10,000,000, (iii) all or any
portion of the Acquisition Sublimit be utilized for the issuance of
Letters of Credit and (iv) the expiration date of any Letter of Credit
extend beyond the earlier of the Commitment Termination Date and the
date 12 months following the issuance of such Letter of Credit.
Section 2.03 of the Credit Agreement is further amended by deleting
clauses (b), (d), (e) and (f) in their entirety and replacing as follows:
(b) On each day during the period commencing with the issuance
by the Issuing Bank of any Letter of Credit and until such Letter of Credit
shall have expired or been terminated, the A Commitment of each A Bank
or, if applicable, the applicable Sublimit of the B Commitment of each B
Bank, shall be deemed to be utilized for all purposes of this Agreement
in an amount equal to such A Bank's A Commitment Percentage or such B
Bank's B Commitment Percentage, as the case may be, of the then undrawn
face amount of such Letter of Credit. Each A Bank (other than the
Issuing Bank) agrees that, upon the issuance of any Letter of Credit
hereunder which utilizes all or a portion of the A Commitment, and each
B Bank (other than the Issuing Bank) agrees that, upon the issuance of
any Letter of Credit hereunder which utilizes all or a portion of the
General Corporate Sublimit or Working Capital Sublimit of the B
Commitment, it shall automatically acquire a participation in the
Issuing Bank's liability under such Letter of Credit in an amount equal
to such Bank's applicable Commitment Percentage of such liability, and
each such Bank (other than the Issuing Bank) thereby shall absolutely,
unconditionally and irrevocably assume, as primary obligor and not as
surety, and shall be unconditionally obligated to the Issuing Bank to
pay and discharge when due, its Commitment Percentage of the Issuing
Bank's liability under such Letter of Credit.
(d) Forthwith upon its receipt of a notice referred to in
clause (c) of this Section 2.03, the Company shall advise the Agent
whether or not the Borrowers intend to borrow hereunder to finance their
obligations to reimburse the Issuing Bank for the amount of the related
demand for payment and, if it does, submit a notice of such borrowing as
provided in Section 4.05 hereof. In the event that the Company fails to
so advise the Agent, or if the Borrowers fail to reimburse the Issuing
Bank for a demand for payment under a Letter of Credit by the date of
such payment, the Agent shall give each A Bank (if such Letter of Credit
utilized all or a portion of the A Commitments) or each B Bank (if such
Letter of Credit utilized all or a portion of the General Corporate
Sublimit or Working Capital Sublimit of the B Commitment) prompt notice
of the amount of the demand for payment, specifying, with respect to its
applicable Commitment, such Bank's Commitment Percentage of the amount
of the related demand for payment.
(e) Each A Bank or B Bank, as the case may be (other than the
Issuing Bank) shall pay to the Agent for the account of the Issuing Bank
at the Principal Office in Dollars and in immediately available funds,
with respect to its applicable Commitment, the amount of such Bank's
Commitment Percentage of any payment under a Letter of Credit upon
notice by the Issuing Bank (through the Agent) to such Bank requesting
such payment and specifying such amount. Each Bank's obligation to make
such payments to the Agent for account of the Issuing Bank under this
clause (e), and the Issuing Bank's right to receive the same, shall be
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, (i) the failure of any other
A Bank or B Bank, as the case may be, to make its payment under this
clause (e), the financial condition of the Borrowers and the other
Obligors (or any other account party), the existence of any Default or
(ii) the termination of the A Commitments or B Commitments, as the case
may be. Each such payment to the Issuing Bank shall be made without any
offset, abatement, withholding or reduction whatsoever. If any Bank
shall default in its obligation to make any such payment to the Agent
for account of the Issuing Bank, for so long as such default shall
continue the Agent shall at the request of the Issuing Bank withhold
from any payments received by the Agent under this Agreement or any Note
for account of such Bank the amount so in default and the Agent shall
pay the same to the Issuing Bank in satisfaction of such defaulted
obligation.
(f) Upon the making of each payment by a Bank to the Issuing
Bank pursuant to clause (e) above in respect of any Letter of Credit, such
Bank shall, automatically and without any further action on the part of
the Agent, the Issuing Bank or such Bank, acquire (i) a participation in
an amount equal to such payment in the Reimbursement Obligation owing to
the Issuing Bank by such Borrower hereunder and under the Letter of
Credit Documents relating to such Letter of Credit and (ii) a
participation in a percentage equal to such Bank's Commitment Percentage
of its applicable Commitment in any interest or other amounts payable by
such Borrower hereunder and under such Letter of Credit Documents in
respect of such Reimbursement Obligation (other than the commissions,
charges, costs and expenses payable to the Issuing Bank pursuant to
clause (g) of this Section 2.03). Upon receipt by the Issuing Bank from
or for account of such Borrower of any payment in respect of any
Reimbursement Obligation or any such interest or other amount (including
by way of setoff or application of proceeds of any collateral security)
the Issuing Bank shall promptly pay to the Agent for account of each
Bank entitled thereto, such Bank's Commitment Percentage of its
applicable Commitment of such payment, each such payment by the Issuing
Bank to be made in the same money and funds in which received by the
Issuing Bank. In the event any payment received by the Issuing Bank and
so paid to any A Banks or the B Banks, as applicable, hereunder is
rescinded or must otherwise be returned by the Issuing Bank, each such
Bank receiving such payment, shall, upon the request of the Issuing Bank
(through the Agent), repay to the Issuing Bank (through the Agent) the
amount of such payment paid to such Bank, with interest at the rate
specified in clause (j) of this Section 2.03.
Section 2.03 of the Credit Agreement is further amended by
deleting each reference to "A Bank" in clauses (g), (h), (j) and (k) and the
penultimate sentence in such Section and replacing each such reference with
"Bank".
F. Section 2.04 of the Credit Agreement is amended by
deleting the phrase "(in the case of the A Commitments)" in subclause (b)(i)
therein and by deleting the "A" immediately preceding the phrase "Commitments
shall" in subclause (b)(ii) therein.
G. Section 2.05 of the Credit Agreement is amended by
deleting the phrase "(based on the A Commitments) use of each A Bank's A
Commitment)" and replacing such phrase with "(based on the A Commitments
and/or B Commitments, as applicable) use of each A Bank's A Commitments
and/or B Bank's B Commitments, as the case may be)".
H. Section 2.10 of the Credit Agreement is amended by
adding the following at the end of clause (c) therein:
Notwithstanding the foregoing, the Company shall not be
required to prepay the Loans (and/or provide cover for the Letter
of Credit Liabilities), and the Commitments shall not be subject to
automatic reduction upon any sale of Property, other than
Mortgaged Property, pursuant to Section 9.05(iii) hereof.
Section 2.10 of the Credit Agreement is further amended by
deleting the introduction to clause (d) and subclause (d)(i) therein and
replacing them as follows:
(d) Application. Prepayments and reductions of Commitments
described in the above clauses of this Section 2.10 shall be effected as
follows:
(i) first the B Commitments shall be automatically reduced by an amount
equal to the amount specified in such clauses in the following order of
priority:
(x) first, the B Commitments attributable to the
Working Capital Sublimit;
(y) second, the B Commitments attributable to the
General Corporate Sublimit; and
(z) third, the B Commitments attributable to the
Acquisition Sublimit
(and to the extent that, after giving effect to such reduction, the
aggregate outstanding principal amount of B Loans would exceed the B
Commitment, the Borrowers shall prepay B Loans in an amount equal to
such excess in the order of priority set forth in clauses (x) through
(z) above); and
Section 2.10 of the Credit Agreement is further amended by adding "or
9.17" immediately following "5.07(c)" in clause (e) therein.
Section 2.10 is further amended by adding a new clause (f) at
the end of such Section as follows:
(f) Mandatory Reduction of Working Capital Sublimit.
If at any time the aggregate amount of Loans and Letter of Credit
Liabilities (the "Aggregate Outstandings") exceeds $45,000,000.00,
the Borrowers will prepay the Loans, and/or provide cover for the
Letter of Credit Liabilities as specified in clause (e) above, in
each case outstanding in respect of the Working Capital Sublimit,
in such amounts such that for a period of at least five
consecutive Business Days commencing no later than the 90th day
following the day on which the Aggregate Outstandings exceeded
$45,000,000.00, the aggregate principal amount of Loans and Letter
of Credit Liabilities outstanding in respect of the Working
Capital Sublimit shall not exceed $5,000,000.
I. Section 4.05 of the Credit Agreement is amended by deleting
the second paragraph therein in its entirety and replacing it as follows:
Each such notice of termination or reduction shall specify the
amount and Class of the Commitments to be terminated or reduced
and, if such reduction is in respect of the B Commitments, the
applicable Sublimit or Sublimits to be terminated or reduced.
Each such notice of borrowing, Conversion, Continuation or
optional prepayment shall specify the Loans (including the Class
of the Loans, and in the case of B Loans, the applicable Sublimit
or Sublimits) to be borrowed, Converted, Continued or prepaid and
the amount (subject to Section 4.04 hereof) and Type of each Loan
to be borrowed, Converted, Continued or prepaid and the date of
borrowing, Conversion, Continuation or optional prepayment (which
shall be a Business Day). Each such notice of the duration of an
Interest Period shall specify the Loans (including the Class of
the Loans, and in the case of B Loans, the applicable Sublimit or
Sublimits) to which such Interest Period is to relate. The Agent
shall promptly notify the Banks of the contents of each such
notice. In the event that the Borrowers fail to select the Type
of Loan, or the duration of any Interest Period for any Eurodollar
Loan, within the time period and otherwise as provided in this
Section 4.05, such Loan (if outstanding as a Eurodollar Loan) will
be automatically Converted into a Base Rate Loan on the last day
of the then current Interest Period for such Loan or (if
outstanding as a Base Rate Loan) will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan. In the event the
Borrowers fail to select a Sublimit for borrowings with respect to
a B Loan, such B Loan will first be made in respect of the General
Corporate Sublimit, then in respect of the Working Capital
Sublimit and finally in respect of the Acquisition Sublimit.
Notwithstanding the foregoing, the Sublimits of the B Loans shall
be prepaid in the order of priority specified in Section
2.10(d)(i) hereof.
J. Section 9.05 of the Credit Agreement is amended by
adding the following at the end of subclause (iii) therein:
", provided, further, that such conveyance, sale, lease, transfer
or other disposition shall not include any Accounts or Inventory
(each as defined in the Security Agreement) of the Company or any
of its Restricted Subsidiaries other than Accounts or Inventory
(x) incidental to the sale of Hydrocarbon Properties and (y)
created or produced from such Hydrocarbon Properties on or after
the effective date of any such conveyance, sale, lease, transfer
or other disposition of such Hydrocarbon Properties."
K. Section 9.11 of the Credit Agreement is amended by
adding the following immediately after the phrase "A Commitments" in subclause
(i) therein, "and the unused portion of the B Commitments attributable to the
General Corporate Sublimit and the Working Capital Sublimit."
L. Section 9.14 of the Credit Agreement is amended in its
entirety to read as follows:
9.14 Use of Proceeds. The Borrowers will use the proceeds of
(i) the A Loans and the Letters of Credit issued pursuant to the A
Commitment solely for general working capital purposes and general
corporate purposes, (ii) the General Corporate Sublimit of the B Loans
and the Letters of Credit issued thereunder solely for general corporate
purposes, (iii) the Acquisition Sublimit of the B Loans solely for the
acquisition or development of Proved Reserves (in compliance with all
applicable legal and regulatory requirements) and (iv) the Working
Capital Sublimit of the B Loans and the Letters of Credit issued
thereunder solely for general working capital purposes; provided that
neither the Agent nor any Bank shall have any responsibility as to the
use of any of such proceeds.
M. Section 9.17 of the Credit Agreement is amended in its
entirety to read as follows:
9.17 Modifications and Payments of Subordinated Indebtedness
and Non-Recourse Indebtedness. The Company will not, and will not permit
any of its Subsidiaries to, (a) agree to any amendment, supplement or
other modification of any of the Senior Subordinated Debt Documents or
any other documents providing for or evidencing any Subordinated
Indebtedness or Non-Recourse Debt or (b) pay, prepay, redeem, retire,
purchase or otherwise acquire for value, or defease, any Subordinated
Indebtedness or Non-Recourse Debt except for (subject to the
subordination provisions, if applicable, relating thereto) regularly
scheduled payments of principal thereof and interest thereon or
regularly scheduled redemptions thereof on the respective dates on which
such payments or redemptions are required to be made; provided that the
Company may (if no Default has occurred and is continuing or will result
therefrom and if no Loans or Letter of Credit Liabilities are
outstanding under the Working Capital Sublimit or no Loans are
outstanding under the Acquisition Sublimit) (i) apply 30% of the net
cash proceeds received by the Company from any Person other than a
Subsidiary of the Company as a result of the issuance or sale of Capital
Stock of the Company (other than Disqualified Capital Stock) to prepay,
redeem or retire any Subordinated Indebtedness or Non-Recourse Debt and
(ii) refinance such Senior Subordinated Debt provided that (w) the
subordination or non-recourse provisions, as the case may be, for such
Indebtedness remain unchanged; (x) the interest rate applicable to such
Indebtedness is not increased; (y) the final maturity of such
Indebtedness is not accelerated and (z) the covenants and other
provisions thereof are not modified in any respect determined by the
Majority Banks to be materially adverse to the Company or the Banks.
In order to allow prepayment of Subordinated Indebtedness or Non-
Recourse Debt as set forth in the proviso to the immediately preceding
sentence, notwithstanding the provisions of Sections 2.10(d) and 4.05
hereof to the contrary, the Company may apply the net cash proceeds
received by the Company pursuant to the issuance or sale of Capital
Stock of the Company as provided in subclause (ii) above to prepay the B
Loans or provide cover for Letter of Credit Liabilities as specified in
Section 2.10(e) hereof in the following order of priority, (x) first, to
the prepayment of Loans and Letter of Credit Liabilities attributable to
the Working Capital Sublimit, (y) second, to the prepayment of Loans
attributable to the Acquisition Sublimit and (z) third, to the
prepayment of Loans and Letter of Credit Liabilities attributable to the
General Corporate Sublimit; provided that prepayment of the Loans and
Letter of Credit Liabilities under the General Corporate Sublimit are
not required in order to redeem, prepay or retire any Subordinated
Indebtedness or Non-Recourse Debt as provided in clause (i) above.
N. The Credit Agreement is amended by adding a new
Section 9.23 therein to read as follows:
9.23 Additional Mortgaged Property; Title Opinions.
The Borrowers shall cause title opinions or other evidence,
acceptable to the Majority Banks in their sole discretion, of the
Borrowers' interest in the Properties listed on Exhibit A to Amendment
No. 3 to be delivered to the Agent within 60 days of the date of
Amendment No. 3. Each such opinion or acceptable alternative shall be
satisfactory to the Majority Banks in form and substance.
O. Section 11.09 of the Credit Agreement is amended by
adding the following paragraphs at the end of such Section:
Notwithstanding any provision of this Agreement to the
contrary, the Agent shall, in connection with any disposition by an
Obligor of any Properties described in the last paragraph of this
Section 11.09, release such Properties from the Lien of each of the
Security Documents, without the consent of any Bank, upon the
receipt by the Agent of a certificate from the Obligor seeking
such release which certificate shall state (i) that no Default or
Event of Default has occurred and is continuing, (ii) the
applicable provisions of this Agreement which permit the
disposition of such Property and (iii) that the disposition of
such Property in the manner contemplated by such Obligor is
permitted pursuant to the terms of this Agreement.
The Properties which shall be released from the Lien of the Security
Documents, subject to the provisions described in the preceding
paragraph, are:
i) any Properties of the Company, other than Mortgaged Properties,
to the extent such Properties are disposed of in accordance with
the limitations set forth in Section 9.05(iii) hereof; and
ii) any Hydrocarbon Properties,other than Mortgaged Properties, subject
to a farmout or similar agreement, provided that such release shall
not extend to (A) any equipment located on, proceeds from the sale
of, or production of hydrocarbons from, such Hydrocarbons Properties
that are retained by the Company after such farmout or similar
agreement and (B) any Inventory or Equipment (as defined in the
Security Agreement) that is the subject of such farmout or similar
agreement (the "Farmout Interest") and that is or may be utilized
for the exploration, production or marketing of Hydrocarbons attri-
butable to (x) the Farmout Interest and (y) other properties of the
Company that are (i) Mortgaged Properties or (ii) described in the
Security Documents and intended to be Mortgaged Properties.
Section 3. Representations and Warranties. The Company
represents and warrants to the Agent and the Banks that the representations
and warranties set forth in Section 8 of the Credit Agreement are true and
complete on the date hereof as if made on and as of the date hereof and as if
each reference in said Section 8 to "this Agreement" included reference to
this Amendment No. 3.
Section 4. Conditions Precedent. As provided in Section 2
above, 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. 3 shall have
been executed and delivered by each of the parties hereto.
B. Documents. The Agent shall have received the following
documents, each of which shall be satisfactory to the Agent in form and
substance:
(1) Corporate Documents. The following documents, each
certified as indicated below:
(a) a certificate of the Secretary or an Assistant
Secretary of the Company, dated as of a recent date and certifying
(i) that attached thereto is a true and complete copy of the by-
laws of the Company as amended and in effect at all times from the
date on which the resolutions referred to in clause (ii) were
adopted to and including the date of such certificate, (ii) that
attached thereto is a true and complete copy of resolutions duly
adopted by the board of directors of the Company or the authorized
executive committee thereof authorizing the execution, delivery
and performance of this Amendment No. 3 and the Credit Agreement
as amended hereby and that such resolutions have not been
modified, rescinded or amended and are in full force and effect,
(iii) that the charter of the Company has not been amended since
the date of the certification thereto furnished pursuant to
Section 7.01 of the Credit Agreement and (iv) as to the incumbency
and specimen signature of the officer of the Company executing
this Amendment; and
(b) a certificate of another officer of the Company
as to the incumbency and specimen signature of the Secretary or such
Assistant Secretary of the Company, and a corresponding
certificate of another officer of the Company as to its signing
officers.
(ii) Opinion of Counsel to the Obligors. An opinion,dated the
date hereof, of Daniel McNamara, Esq., Counsel of each of the Obligors,
substantially in the form of Exhibit C to the Credit Agreement, except
that each reference in such opinion to the Credit Agreement shall be to
this Amendment No. 3 and the Credit Agreement as amended by this
Amendment No. 3, and covering such other matters as the Agent or any
Bank may reasonably request (and each Obligor hereby instructs such
counsel to deliver such opinion to the Banks and the Agent).
(iii) Opinion of Local Counsel. A favorable opinion from each of
Liskow & Lewis, Conner & Winters, Vinson & Elkins L.L.P. and Brown &
Drew, special counsel to the Banks in each of Louisiana, Oklahoma, Texas
and Wyoming, respectively, dated the date hereof, for each such state
and with respect to the Properties covered by the Mortgages (including
the amendments (the "Mortgage Amendments") referred to in clause (iv)
below) and located in such respective states as to the following:
(i) the fact that no amendment, supplement or
modification of the Mortgages is required in connection with the execution
and delivery of Amendment No. 3, other than the Mortgage Amendments,
in order to assure, preserve, protect and perfect the lien of the
Mortgages upon the Mortgaged Properties as secured for the
Indebtedness referred to therein;
(ii) compliance with all applicable state laws,
including all applicable recording, filing and registration laws, of the
Mortgage Amendments and the Mortgages as amended by the Mortgage
Amendments and the New Notes (as defined below), and the form and
manner of the authorization, execution, acknowledgment and
delivery of each thereof;
(iii) the legal, valid and binding nature of the Mortgage
Amendments and the Mortgages, and the New Notes, and the
enforceability thereof in accordance with their respective terms;
(iv) the fact that the Mortgage Amendments and the
Mortgages as amended by the Mortgage Amendments constitute a legal, valid
and effective mortgage lien upon the mortgaged properties as
security for the Indebtedness referred to therein;
(v) the absence of any requirement for any authorization or
approval by any public regulatory body or authority, with regard
to the valid execution and delivery of, and the validity, legality
and effectiveness of, the Mortgage Amendments and the Mortgages as
amended by the Mortgage Amendments and the New Notes;
(vi) as to all recording, filing and registration procedures
as shall be necessary under applicable state laws to constitute
the Mortgage Amendments and the Mortgages as amended by the
Mortgage Amendments, a mortgage, pledge and financing statement in
accordance with the terms thereof and the intention of the parties
thereto, and as to the necessity of any periodic or other
rerecording or refiling of the Mortgages, or any other instrument
in order to maintain the lien of the Mortgages as amended by the
Mortgage Amendments; and
(vii) as to such state or local mortgage recording taxes,
stamp taxes, or other fees, taxes or governmental charges as shall
be required to be paid in connection with the execution, delivery,
filing for record or recording of the Mortgage Amendments and the
New Notes.
(iv) Additional Properties. One or more amendments or
supplements to the Mortgages adding the Properties listed on Exhibit A
to the Lien of the Mortgages, in each case duly executed and delivered
by the Company in recordable form (in such number of copies as the Agent
shall have requested.
(v) New Notes. The Company shall have delivered to the Agent
for each of the Banks promissory notes of the Company in substantially
the form of Exhibits A-1 and A-2 to the Credit Agreement (the "New
Notes"), dated February 7, 1994, payable to the order of such Bank in a
principal amount equal to its A Commitment (in the case of the New Notes
in the form of such Exhibit A-1) and in the principal amount of its B
Commitment (in the case of the New Notes in the form of such Exhibit A-
2) (each as specified in Schedule I) and otherwise duly completed in
extension, renewal and substitution of the Notes delivered on the date
of the execution of the Agreement (the "Old Notes").
(2) Other Documents. Such other documents as the Agent or any
Bank or special counsel to the Agent may reasonably request.
Section 5. Surrender of Existing Notes. Promptly following the
effectiveness of this Amendment No. 3, each Bank shall deliver to the Company
the Old Notes from the Borrowers to such Bank properly endorsed "Cancelled".
Section 6. Increase in Borrowing Base. Effective as of the date
of this Amendment No. 3, the Borrowing Base has been redetermined pursuant to
Section 1.03(d) of the Credit Agreement, and until a further redetermination
as provided pursuant to the Credit Agreement, the Borrowing Base shall be
$50,000,000.
Section 7. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 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. 3 by signing any such
counterpart. This Amendment No. 3 shall be governed by, and construed in
accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to be duly executed and delivered as of the day and year first above
written.
FOREST OIL CORPORATION
By /s/Kenton M. Scroggs
_________________________
Name: Kenton M. Scroggs
Title: Vice President & Treasurer
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/Richard F. Betz
_________________________
Name: Richard F. Betz
Title: Vice President
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Agent
By /s/Richard F. Betz
_________________________
Name: Richard F. Betz
Title: Vice President
CHRISTIANIA BANK
(NEW YORK BRANCH)
By /s/Peter M. Dodge /s/Jahn O. Roising
_____________________________________
Name: Peter M. Dodge Jahn O. Roising
Title:V. President First V.President
THE FIRST NATIONAL BANK OF BOSTON
By /s/Richard A. Low
_________________________
Name: Richard A. Low
Title: Division Executive
- - -----------------------------------------------------------------------------
SCHEDULE I
Commitments of the Banks
Bank Name A Commitment B Commitment
_________ ____________ ____________
The Chase Manhattan Bank $4,285,714.28 $17,142,857.14
(National Association)
Christiania Bank $2,857,142.86 $11,428,571.43
(New York Branch)
The First National Bank $2,857,142.86 $11,428,571.43
of Boston
- - -----------------------------------------------------------------------------
EXHIBIT A
Properties added to the
Mortgage on the date of
Amendment No. 3
_______________________
[Insert property descriptions for:
(i) Vermillion 255 A, C & D
(ii) Brazos 507
(iii) East Cameron 109/Vermillion 101
(iv) Vermillion 102 (British Borneo)]
(..continued)
======================================================================
EXHIBIT A
OFFSHORE TEXAS
BRAZOS 507
OPERATOR: W & T OFFSHORE
FOC ORRI = 12.5% BPO
FOC ORRI = 12.5% APO
All of Mortgagor's interest in and to the following listed Oil, Gas and
Mineral Leases, viz:
<TABLE>
<CAPTION>
FOC Recording
Lease No. Lessor Lessee Date Data Description of Properties
_________ ______ ______ ____ ____ _________________________
<S><C> <S> <S> <C> <S> <S>
TO-192215-000001 USA OCS-G 13301 Transco Exploration 10/1/91 Serial No. All of Block 507, Brazos Area, as shown on
& Prod. Co. OCS-G 13301 OCS Leasing Map, Texas Map No. 5 containing
5,760 acres, more or less, INSOFAR AND ONLY
INSOFAR as said lease lies within the confines
of the following described aliquots: W/2 of SW/4
of NE/4; NE/4 of NE/4 of SW/4; N/4 of NW/4 of
SE/4; E/2 of SE/4 of NE/4 of Block 507. Limited
to 100' above the stratigraphic equivalent of the
top of the L. Big Hum Sand at 7292' MD as seen in
OCS-G-13301 #1 down to 100' below the base of the
stratigraphic equivalent of the L. Big Hum Sand at
7334' MD as seen in the OCS-G-13301 #1.
<FN>
- - ----------
1. Subject to Participation Agreement PA00321-P dated 1/1/93 by and between
Forest Oil Corporation and W&T Offshore wherein Forest Oil Corporation
agreed to convey 100% of its Operating Rights from surface to 100' below
total depth drilled to W&T Offshore.
2. Designation of Operator dated 6/17/93 designates W&T Offshore as Operator.
3. Assignment effective 10/6/93 conveying 100% of Forest Oil Corporation
Operating Rights from the surface to 100' below the stratigraphic
equivalent of 7,500' as found in the W&T OCS-G 13301 No. 1 Well
4. Gas Purchase Contract with Enron Gas Marketing, Inc. termed April 1, 1994
through October 1, 1994.
</TABLE>
======================================================================
EXHIBIT A
OFFSHORE LOUISIANA
VERMILION 101
OPERATOR: FOREST OIL CORPORATION
FOC GWI: 0.2361000 (FROM ZILKHA)
FOC NRI: 0.1967000
FOC GWI: 763900 (From TEPCO)
FOC NIR: 6365833
All of Mortgagor's interest in and to the following listed Oil, Gas and
Mineral Leases, viz:
<TABLE>
<CAPTION>
FOC Recording
Lease No. Lessor Lessee Date Data Description of Properties
_________ ______ ______ ____ _________ _________________________
<S><C> <S> <S> <C> <S> <S>
LO-192211-000001 USA OCS-G 10658 TXP Operating Co., 7/1/89 Serial No. All of Block 101, Vermilion Area, as shown on OCS
et al OCS-G 10658 Leasing Map, Louisiana Map No. 3 containing 4531.63
acres, more or less, INSOFAR AND ONLY INSOFAR as
said lease lies within the confines of the following
described aliquots: SW/4 of SE/4 of NW/4, E/2 of
NW/4 of SW/4, NW/4 of NE/4 of SW/4 of Block 101.
Limited to 100' above the stratigraphic equivalent
of the top of the 9300' Sand at 8496' MD as seen in
OCS-G-10658 #1 (B-1) down to 100' below the base of
the stratigraphic equivalent of the 9,300' Sand at
8,710' MD as seen in the OCS-G-10658 #1 (B-1).
E/2 of NW/4 of SW/4, NW/4 of NE/4 of SW/4 of Block
101. Limited to the stratigraphic equivalent of 100'
above the 10,300' Sand at 9,076' MD as seen in OCS-G-
10658 #1 (B-1) down to 100' below the base of the
stratigraphic equivalent of the 10,300' Sand at 9,136'
MD as seen in OCS-G-10658 #1 (B-1).
W/2 of NW/4 of SW/4 of Block 101. Limited to 100'
above the stratigraphic equivalent of the top of the
9300' Sand at 10,156' MD as seen in OCS-G 8645 #1
down to 100' below the base of the stratigraphic
equivalent of the 9300' Sand at 10,380' MD as seen in
OCS-G 8645 #1.
<FN>
_________
Subject to the following:
1. Program Agreement dated June 30, 1987, effective as of March 1, 1987,
between TXP Operating Company and Zilkha Energy Company.
2. Agreement to Purchase and Sale dated June 1, 1989, by and between TXP
Operating Company and Transco Exploration and Production Company.
3. Offshore Operating Agreement dated effective July 1, 1989, by and between
Transco Exploration and Production Company, Operator, and Zilkha Energy
Company, Non-Operator.
4. Assignment dated effective July 1, 1989, by and between TXP Operating
Company, Assignor, and Transco Exploration and Production Company,
Assignee, at Entry No. 9011228, Conveyance Records, Vermilion Parish and
at Entry No. 220739, Conveyance Records, Cameron Parish, Loiusiana.
5. Assignment dated effective July 1, 1989, by and between Transco Exploration
and Production Company, Assignor, and Zilkha Energy Company, Assignee, at
Entry No. 9011229, Conveyance Records, Vermilion Parish and at Entry No.
220740, Conveyance Records, Cameron Parish, Louisiana.
6. Letter Agreement dated September 26, 1990, by and between Zilkha Energy
Company and Transco Exploration and Production Company, covering the
sales of natural gas from East Cameron Block 109 and Block 101.
That portion of Forest Oil Corporation interest which was acquired from TEPCO
is subject to the following:
1. Conveyance of Production Payment (amended and restated) to Cactus
Hydrocarbon III Limited Partnership dated Novmeber 9, 1993 recorded in
Volume ____, Page ____ of the records of Cameron Parish, Louisiana.
2. Production and Delivery Agreement (amended and restated) with Cactus
Hydrocarbon III Limited Partnership dated November 9, 1993 recorded in
Volume ____, Page ____ of the records of Cameron Parish, Louisiana.
3. Amendment to and Restatement of Conveyance of Production Payment to Enron
Reserve Acquisition Corp. dated November 9, 1993, recorded in Volume
______, Page ____ of the records of Cameron Parish, Louisiana.
</TABLE>
=============================================================
EXHIBIT A
OFFSHORE LOUISIANA
VERMILION 102
OPERATOR: BRITISH BORNEO EXPLOR.
FOC ORRI = 10% BPO
FOC WI = 40% APO (UPON ELECTION)
All of Mortgagor's interest in and to the following listed Oil, Gas and
Mineral Leases, viz:
<TABLE>
<CAPTION>
FOC Recording
Lease No. Lessor Lessee Date Data Description of Properties
________ ______ ______ ____ _________ _____________________________
<S><C> <S> <S> <C> <S> <S>
LO-193008-000001 USA OCS-G 3393 CNG Producing Co., 1/1/77 Serial No. All of Block 102, Vermilion Area, as shown on OCS
Ocean Production Co., OCS-G 3393 Official Leasing Map, Louisiana Map No. 3 contain-
ing 4587.70 acres, more or less, INSOFAR AND ONLY
INSOFAR as said lease lies within the confines of
the following described aliquot: NW/4 of SW/4 of
Block 102. Limited to 100' above the stratigraphic
equivalent of the M-1 Sand top at 9472' MD as seen
in OCS-G-3393 #7 down to 100' below the base of
the stratigraphic equivalent of the M-1.8 Sand at
10,543' MD as seen in the OCS-G-3393 #7.
<FN>
_________
1. Subject to Farmout Agreement F/O 9300801 dated 8/26/93 by and between
Forest Oil Corporation and British Borneo Exploration.
2. Designation of Operator form dated 10/20/93 designates British Borneo
Exploration as Operator of certain aliquots under Vermilion Block 102.
</TABLE>
=============================================================
EXHIBIT A
OFFSHORE LOUISIANA
VERMILION 255
OPERATOR: FOREST OIL CORPORATION
FOC GWI: .2000000
FOC NRI: .1666667
All of Mortgagor's interest in and to the following listed Oil, Gas and Mineral
Leases, viz:
<TABLE>
<CAPTION>
FOC Recording
Lease No. Lessor Lessee Date Data Description of Properties
________ ______ ______ ____ _________ _____________________________
<S><C> <S> <S> <C> <S> <S>
LO-162014-000001 USA OCS-G 1152 Forest Oil Corp. 6/1/62 Serial No. All of Block 255, Vermilion Area, South Addition,
OCS-G-1152 as shown on Official Leasing Map La No. 3B, Outer
Continental Shelf Leasing Map, Louisiana Offshore
Operations containing 5,000 acres, more or less,
INSOFAR AND ONLY INSOFAR as said lease lies within
the confines of the following described aliquots:
SE/4 of SW/4 of NW/4, SW/4 of SE/4 of NW/4, NW/4
of SW/4, W/2 of NE/4 of SW/4, NE/4 of SW/4 of SW/4
of Block 255. Limited to 100' above the strati-
graphic equivalent of the top of the EH-5 Sand at
10,694' MD as seen in OCS-G-1152 #A-3 S/t and down
to 100' below the base of the stratigraphic
equivalent of the EH-5 Sand at 10,780' MD as seen
in OCS-G-1152 #A-3 S/T.
<FN>
_________
1. Subject to Operating Agreement dated 5/17/61 by and between Forest Oil
Corporation as Operator and CNG Producing as Non-Operator.
2. Oil Contract with Phibro termed July 1, 1994 to December 31, 1994.
</TABLE>
=============================================================
EXHIBIT A
OFFSHORE LOUISIANA
VERMILION 256
OPERATOR: FOREST OIL CORPORATION
FOC GWI: .2500000
FOC NRI: .2083333
All of Mortgagor's interest in and to the following listed Oil, Gas and
Mineral Leases, viz:
<TABLE>
<CAPTION>
FOC Recording
Lease No. Lessor Lessee Date Data Description of Properties
________ ______ ______ ____ _________ _____________________________
<S><C> <S> <S> <C> <S> <S>
LO-162014-000002 USA OCS-G 1153 Forest Oil Corp. 9/1/70 Serial No. All of Block 256, Vermilion Area, South Addition,
OCS-G 1153 as shown on Official Leasing Map LA No. 3B, Outer
Continental Shelf Leasing Map, Louisiana Offshore
Operations containing 5,000 acres, more or less,
INSOFAR AND ONLY INSOFAR as said lease lies within
the confines of the following described aliquots:
S/2 of NW/4 of SW/4, SW/4 of NE/4 of SW/4, S/2 of
SW/4, SW/4 of SW/4 of SE/4 of Block 256. Limited
to the stratigraphic equivalent of 100' above the
top of the K-1 Sand at 9710' MD as seen in OCS-G-
1977 #C-2 down to 100' below the base of the
stratigraphic equivalent of the K-1 Sand at 10,100'
MD as seen in OCS-G-1977 #C- 2.
<FN>
- - ----------
1. Oil Contract with Phibro termed July 1, 1994 to December 31, 1994.
</TABLE>
=============================================================
EXHIBIT A
OFFSHORE LOUISIANA
VERMILION 267
OPERATOR: FOREST OIL CORPORATION
FOC GWI: .2500000
FOC NRI: .2083333
All of Mortgagor's interest in and to the following listed Oil, Gas and
Mineral Leases, viz:
<TABLE>
<CAPTION>
FOC Recording
Lease No. Lessor Lessee Date Data Description of Properties
________ ______ ______ ____ _________ _____________________________
<S><C> <S> <S> <C> <S> <S>
LO-162014-000003 USA OCS-G 1977 Forest Oil Corp. 9/1/70 Serial No. N 1/2 of Block 267, Vermilion Area, South Addition,
OCS-G 1977 as shown on Official Leasing Map, Louisiana Map
No. 3B containing 2,500 acres, more or less,
INSOFAR AND ONLY INSOFAR as said lease lies within
the confines of the following described aliquots:
NE/4 of NW/4 of NW/4, NE/4 of NW/4, NE/4 of SE/4 of
NW/4, NE/4 of Block 267. Limited to the strati-
graphic equivalent of 100' above the top of the
K-1 Sand at 9710' MD as seen in OCS-G-1977 #C- 2
down to 100' below the base of the stratigraphic
equivalent of the K-1 Sand at 10,100' MD as seen
in OCS-G-1977 #C- 2.
<FN>
_________
1. Subject to Operating Agreement dated 9/1/70 by and between Forest Oil
Corporation as Operator and CNG Producing as Non-Operator.
2. Oil Contract with Phibro termed July 1, 1994 to December 31, 1994.
</TABLE>
=============================================================
EXHIBIT A
OFFSHORE LOUISIANA
EAST CAMERON 109 & 110
OPERATOR: FOREST OIL CORPORATION
FOC GWI: .2361000 (FROM ZILKHA)
FOC NRI: .1967500
FOC GWI: .7639000 (FROM TEPCO)
FOC NRI: .6365833
All of Mortgagor's interest in and to the following listed Oil, Gas and
Mineral Leases, viz:
<TABLE>
<CAPTION>
FOC Recording
Lease No. Lessor Lessee Date Data Description of Properties
________ ______ ______ ____ _________ _____________________________
<S><C> <S> <S> <C> <S> <S>
LO-192208-000001 USA OCS-G 8645 Transco Exploration 6/1/87 Serial No. All of Blocks 109 and 110, East Cameron Area,
& Prod. Co. OCS-G-8645 as shown on OCS Leasing Map, Louisiana Map No. 2
containing 4284.10 acres, more or less, INSOFAR
AND ONLY INSOFAR as said lease lies within the
confines of the following described aliquots:
SE/4 of SE/4 of Block 109, NE/4 of NE/4 of NE/4
of Block 110. Limited to 100' above the strati-
graphic equivalent of the top of 7,700' Sand at
7,930' MD as seen in OCS-G-8645 #2 ST-A down to
100' below the base of the stratigraphic
equivalent of the 7,700' Sand at 7,990' MD as
seen in OCS-G- 8645 #2 ST-A.
SE/4 of NE/4 and N/2 of NE/4 of SE/4 of Block 109.
Limited to 100' above the stratigraphic equivalent
of the top of the 9,300' Sand at 10,156' MD as seen
in OCS-G-8645 #1 down to 100' below the base of the
stratigraphic equivalent of the 9,300' Sand at
10,380' MD as seen in OCS-G- 8645 #1, and
Limited to 100' above the stratigraphic equivalent
of the 10,300' Sand at 10,552' MD as seen in OCS-G-
8645 #3 and 100' below the base of the stratigraphic
equivalent of the 10,300' Sand at 10,645' MD as seen
in OCS-G-8645 #3.
<FN>
- - ---------
That portion of Forest Oil Corporation interest which was acquired from TEPCO
is subject to the following:
1. Conveyance of Production Payment (amended and restated) to Cactus
Hydrocarbon III Limited Partnership dated Novmeber 9, 1993 recorded in
Volume ____, Page ____ of the records of Cameron Parish, Louisiana.
2. Production and Delivery Agreement (amended and restated) with Cactus
Hydrocarbon III Limited Partnership dated November 9, 1993 recorded in
Volume ____, Page ____ of the records of Cameron Parish, Louisiana.
3. Amendment to and Restatement of Conveyance of Production Payment to
Enron Reserve Acquisition Corp. dated November 9, 1993, recorded in
Volume ______, Page ____ of the records of Cameron Parish, Louisiana.
4. Amendment to and Restatement of Production and Delivery Agreement dated
November 9, 1993, recorded in Volume ____, Page ____ of the records of
Cameron Parish, Louisiana.
5. Gas Purchase contract with Enron Gas Marketing, Inc. termed April 1, 1994
to October 1, 1994.
That portion of Forest Oil Corporation interest which was acquired from Zilkha
is subject to the following:
1. Program Agreement dated June 30, 1987,effective as of March 1, 1987,
between TXP Operating Company and Zilkha Energy Company.
2. Offshore Operating Agreement dated effective June 1, 1987, by and between
TXP Operating Company, Operator, and Zilkha Energy Company, Non-Operator.
3. Ratification and Amendment of Offshore Operating Agreement dated effective
June 1, 1989, by and between Transco Exploration and Production Company and
Zilkha Energy Company.
4. Assignment dated effective June 1, 1987, by and between TXP Operating
Company,signor, and Zilkha Energy Company, Assignee.
5. Letter Agreement dated September 26, 1990, by and between Zilkha Energy
Company and Transco Exploration and Production Company, covering the sales
of natural gas from East Cameron Block 109 and Vermilion Block 101.
</TABLE>
================================================================
AMENDMENT NO. 1 TO SECURITY AGREEMENT
AMENDMENT NO. 1 TO SECURITY AGREEMENT dated as of
December 28, 1993, and entered into as of June 28, 1994 between
FOREST OIL CORPORATION, a corporation duly and validly existing
under the laws of the State of New York (the "Company") and THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking
association, as agent for the Banks (as defined below) (in such
capacity, together with its successors in such capacity, the
"Agent").
The Company, the lenders signatory thereto (the
"Banks") and the Agent are parties to a Credit Agreement dated as
of December 1, 1993, as amended by Amendment No. 1 dated as of
December 28, 1993, Amendment No. 2 dated as of January 27, 1994
and Amendment No. 3 dated as of June 3, 1994 (as amended, the
"Credit Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Banks to the
Company in an aggregate principal amount not exceeding
$50,000,000. The Company and the Agent entered into a Security
Agreement dated as of December 1, 1993 (the "Security Agreement")
as a condition to the obligation of the Banks to make loans to
the Company pursuant to the executed Credit Agreement. The
Company and the Agent, with the consent of the Banks, wish to
amend the Security Agreement to release from the Lien of the
Security Agreement certain properties, rights and interests and
accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined
in this Amendment No. 1 to Security Agreement, terms defined in
the Security Agreement and the Credit Agreement are used herein
as defined therein.
Section 2. Amendments. Subject to the satisfaction of
the conditions precedent specified in Section 5 below, but
effective as of December 28, 1993, the Security Agreement shall
be amended as follows:
A. The following definitions shall be added in
alphabetical order in Section 1 of the Security Agreement:
"Additional JEDI Collateral" shall mean the
"Collateral" as defined in the JEDI Security Agreements.
"Amendment No. 1 to Security Agreement" shall mean
Amendment No. 1 to this Agreement dated as of December 28, 1993.
"Chase Deposit Proceeds" shall mean cash to the extent
that such cash is attributable to the JEDI Collateral or
Additional JEDI Collateral that is deposited in, or is otherwise
credited to accounts at The Chase Manhattan Bank (National
Association).
"Hat Creek Properties" shall mean the Properties
described in Schedule 1 to Amendment No. 1 to Security Agreement.
"JEDI NPIs" shall mean collectively:
(a) that certain Conveyance of Overriding Royalty
from the Company to the JEDI Lender dated December 28,
1993 recorded in Volume 160, Page 264 of the Official
Public Records of Jim Hogg County and in Volume 490,
Page 751 of the Official Public Records of Zapata
County as amended by that certain First Amendment to
Conveyance of Overriding Royalty dated June 15, 1994
from the Company to the JEDI Lender recorded under File
No. 57350 of the Official Public Records of Jim Hogg
County and in Volume 500, Page 605, File No. 98350 of
the Official Public Records of Zapata County; and
(b) that certain Conveyance of Overriding Royalty
from the Company to the JEDI Lender dated December 28,
1993 recorded under Entry No. 243,900 COB 36-P, Page
476 of the Conveyance Records of St. Mary Parish,
Louisiana.
"JEDI Pooled Interests" shall mean properties or rights
that are, after the date of Amendment No. 1 to Security
Agreement, pooled or unitized with the JEDI Collateral or
Additional JEDI Collateral, and, by virtue of the operation of
the JEDI Security Agreements become subject thereto, but only to
the extent that such interests derive from and are attributable
to JEDI Collateral as defined in the JEDI Security Agreements and
are the direct result of the pooling thereof.
"JEDI Security Agreements" shall mean, collectively:
(a) that certain Security Agreement dated as of
December 28, 1993 by the Company, as Debtor, in favor
of the JEDI Lender, as Secured Party,
(b) that certain Deed of Trust, Assignment of
Production, Security Agreement and Financing Statement
from the Company, as Mortgagor, to the JEDI Lender, as
Beneficiary, dated December 28, 1993, recorded in
Volume 101, page 194 of the Official Public Records of
Jim Hogg County, Texas and Volume 490, page 704 of the
Official Public Records of Zapata County, Texas as
amended by that certain First Amendment to Deed of
Trust, Assignment of Production, Security Agreements
and Financing Statement, from the Company, as
Mortgagor, to the JEDI Lender, as Beneficiary, dated
June 15, 1994, recorded under File No. 57353 of the
Official Public Records of Jim Hogg County, Texas and
in Volume 500, Page 627, File No. 98353 of the Official
Public Records of Zapata County, Texas and
(c) that certain Act of Mortgage, Assignment of
Production, Security Agreement and Financing Statement
dated as of December 28, 1993 from the Company, as
Mortgagor, to the JEDI Lender, as Mortgagee, recorded
under Entry No. 206,608 MOB 679, Page 334 of the
Mortgage Records of St. Mary Parish, Louisiana, Entry
No. 9312167 of the Mortgage Records of Vermillion
Parish, Louisiana and File No. 234054 of the Mortgage
Records of Cameron Parish, Lousiana.
all as such agreements may be amended, modified and supplemented
and in effect from time to time.
"JEDI Shared Collateral" shall mean Inventory and
Equipment that is included in the JEDI Collateral and that is or
may be utilized for the exploration, production or marketing of
Hydrocarbons attributable to (a) the JEDI Collateral or
Additional JEDI Collateral and (b) other Properties of the
Company that are (i) Mortgaged Properties or (ii) described in
the Security Documents and intended to be Mortgaged Properties.
"Non-JEDI Pooled Interests" shall mean properties,
rights or interests that are not, as of the date of Amendment No.
1 to Security Agreement, owned by the Company and are not, as of
the date of Amendment No. 1 to Security Agreement, covered by the
JEDI Security Agreements, but which, if thereafter pooled or
unitized with any of the JEDI Collateral or Additional JEDI
Collateral, would become subject to the JEDI Security Agreements
by virtue of the provisions thereof, EXCLUDING however JEDI
Pooled Interests.
"Released JEDI Collateral" shall mean:
(a) All of the JEDI Collateral and Additional
JEDI Collateral, SAVE and EXCEPT:
(i) JEDI Shared Collateral and,
(ii) all Chase Deposit Proceeds.
(b) The JEDI NPIs.
"Ship Shoal 292 Properties" shall mean the Properties
described in Schedule 2 to Amendment No. 1 to Security Agreement.
"Zilkha Properties" shall mean the Properties described
in Schedule 3 to Amendment No. 1 to Security Agreement.
B. Section 3 of the Security Agreement is hereby
amended in its entirety to read as follows:
"Section 3. Collateral. As collateral security for
the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the Secured
Obligations, each Obligor hereby pledges and grants to the
Agent, for the benefit of the Banks as hereinafter provided,
a security interest in all of such Obligor's right, title
and interest in the following property now owned by such
Obligor, and, in the case of clauses (a), (b), (h), (i),
(m), (n), (p) and (q) below, all of such Obligor's right,
title and interest in the property described in such clauses
(a), (b), (h), (i), (m), (n), (p) and (q), whether now owned
by such Obligor or hereafter acquired and whether now
existing or hereafter coming into existence, save and except
however, in all cases (regardless of whether arising under
any of clauses (a) through (q) below), (w) the Released JEDI
Collateral (other than, in the case of clauses (a), (b),
(h), (i), (m), (n), (p) and (q) below, the Non-JEDI Pooled
Interests), (x) the Hat Creek Properties, (y) the Ship Shoal
292 Properties and (z) the Zilkha Properties (all being
collectively referred to herein as "Collateral"):
(a) all accounts and general intangibles (each as
defined in the Uniform Commercial Code) of such Obligor
constituting any right to the payment of money,
including (but not limited to) all moneys due and to
become due to such Obligor in respect of any loans or
advances or for sales of Hydrocarbons, Inventory or
Equipment (but, with respect to Equipment, only (i)
Equipment which constitutes JEDI Shared Collateral or
(ii) such Equipment located on Mortgaged Properties) or
for services rendered, all moneys due and to become due
to such Obligor under any guarantee (including a letter
of credit) of the purchase price of Hydrocarbons,
Inventory or Equipment (but, with respect to Equipment,
only (i) Equipment which constitutes JEDI Shared
Collateral or (ii) such Equipment located on Mortgaged
Properties) sold or services rendered by such Obligor
and all tax refunds (such accounts, general intangibles
and moneys due and to become due being herein called
collectively "Accounts");
(b) all instruments, chattel paper or letters of
credit (each as defined in the Uniform Commercial Code)
of such Obligor evidencing, representing, arising from
or existing in respect of, relating to, securing or
otherwise supporting the payment of, any of the
Accounts, including (but not limited to) promissory
notes, drafts, bills of exchange and trade acceptances
(herein collectively called "Instruments");
(c) all moneys due to such Obligor in respect of
loans or advances for the sales of Equipment (other
than Equipment located on Mortgaged Properties) or
other goods or products (other than Hydrocarbons or
Inventory) sold or leased, all moneys due to such
Obligor under any guarantee (including a letter of
credit) of the purchase price of such Equipment or
other goods or products sold by such Obligor (such
moneys due being herein collectively called "Additional
Accounts");
(d) all instruments, chattel paper or letters of
credit (each as defined in the Uniform Commercial Code)
of such Obligor evidencing, representing or arising
from or existing in respect of, relating to, securing
or otherwise supporting the payment of any of the
Additional Accounts, including (but not limited to)
promissory notes, drafts, bills of exchange and trade
acceptances (hereinafter collectively called
"Additional Instruments");
(e) all inventory (as defined in the Uniform
Commercial Code) of such Obligor, all goods obtained by
such Obligor in exchange for such inventory, and any
products made or processed from such inventory
including all substances, if any, commingled therewith
or added thereto (herein collectively called
"Inventory");
(f) all other accounts or general intangibles of
such Obligor not constituting Accounts or Additional
Accounts;
(g) each contract and other agreement of such
Obligor relating to the sale or other disposition of
Hydrocarbons, Inventory, Equipment or other goods or
products, and all 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 the
production, sale, purchase, exchange, processing,
handling, storing, transporting or marketing of the
Hydrocarbons;
(h) all rights, titles, interests and estates now
owned or hereafter acquired by the Obligors in and to
all Hydrocarbons which are contained in or under, or
which are produced from, the Mortgaged Properties,
including without limitation, all oil and gas in tanks
and all rents, issues, profits, proceeds (including
without limitation, all prepayment for production not
taken or payments in lieu of production), products and
revenues;
(i) all documents of title (as defined in the
Uniform Commercial Code) or other receipts of such
Obligor covering, evidencing or representing the sale
of Hydrocarbons or Inventory (herein collectively
called "Documents");
(j) all documents of title (as defined in the
Uniform Commercial Code) or other receipts of such
Obligor covering, evidencing or representing the sale
of Equipment or other goods or products (other than
Hydrocarbons or Inventory)(herein collectively called
"Additional Documents");
(k) all rights, claims and benefits of such
Obligor against any Person arising out of, relating to
or in connection with the purchasing by such Obligor of
any rights, titles, interests and estates in any
minerals including Hydrocarbons, Inventory, Equipment
or such other goods and products, including, without
limitation, any such rights, claims or benefits against
any Person storing or transporting such items;
(l) all fixtures and equipment (as such terms are
defined in the Uniform Commercial Code), including,
without limitation, any and all property, equipment,
fixtures and other property, including, without
limitation, oil wells, gas wells, injection wells or
other wells or well equipment, 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, valves, fittings,
machinery and parts, engines, boilers, meters,
apparatus, equipment, appliances, tools, implements,
cables, wires, towers, casing, tubing and rods, power
and telephone and telegraph lines (herein collectively
called "Equipment"), other than Equipment located on
Mortgaged Properties;
(m) all Equipment located on Mortgaged
Properties;
(n) the balance from time to time in the
Collateral Account;
(o) all proceeds, products, offspring,
accessions, rents, profits, income, benefits,
substitutions and replacements of and to any of the
property of such Obligor described in the preceding
clauses (c), (d), (e), (f), (g), (j), (k) and (l) of
this Section 3 (including, without limitation, any
proceeds of insurance thereon and all causes of action,
claims and warranties now or hereafter held by any
Obligor in respect of any of the items listed above)
and, to the extent related to any property described in
said clauses or such proceeds, products and accessions,
all books, correspondence, credit files records,
invoices and other papers, including without limitation
all tapes, cards, computer runs and other papers and
documents in the possession or under the control of
such Obligor or any computer bureau or service company
from time to time acting for such Obligor;
(p) all proceeds, products, offspring,
accessions, rents, profits, income, benefits,
substitutions and replacements of and to any of the
property of such Obligor described in the preceding
clauses (a), (b), (h) (i), (m) and (n) of this Section
3 (including, without limitation, any proceeds of
insurance thereon and all causes of action, claims and
warranties now or hereafter held by such Obligor in
respect of any of the items listed above) and, to the
extent related to any property described in said
clauses or such proceeds, products and accessions, all
books, correspondence, credit files, records, invoices
and other papers, including without limitation all
tapes, cards, computer runs and other papers and
documents in the possession or under the control of the
Obligor or any computer bureau or service company from
time to time acting for such Obligor; and
(q) 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
such Obligor or by anyone on such Obligor's behalf."
Notwithstanding any provision of this Section 3 to the contrary,
"Collateral" shall also include all proceeds, products,
offspring, accessions, rents, profits, income, benefits,
renewals, extensions, substitutions and replacements of and to
any of the property of an Obligor described in this Section 3 to
the extent that such property constitutes Mortgaged Property
provided, however, that the foregoing is subject in all respects
to the provisions of Section 6 of Amendment No. 1 to the Security
Agreement which shall take precedence and control over any
provision of this Section 3.
C. A new Section 5.13 is hereby added to the Security
Agreement as follows:
"5.13 Maintenance of JEDI Proceeds Account. The
Company shall at all times maintain a designated
account (the "JEDI Account"), separate from any
account to which any other funds of the Company
are initially deposited, for the receipt of
proceeds from the sale of hydrocarbons produced
from the JEDI Mortgaged Property, and the Company
shall instruct, and shall use its reasonable best
efforts to cause, all purchasers of hydrocarbons
produced from the JEDI Mortgaged Property to make
payments with respect to such hydrocarbons to such
JEDI Account. The JEDI Account shall initially be
account number 1292223204 at NationsBank, Houston,
N.A., ABA Number 111000025 (the "Initial JEDI
Account"). The Company may designate a bank
account, other than the Initial JEDI Account and
other than any account to which any other funds of
the Company are initially deposited, to be the
JEDI Account upon ten Business Days prior written
notice to the Agent."
Section 4. Representations and Warranties. (a) The
Company represents and warrants to the Agent and the Banks that
the representations and warranties set forth in Section 8 of the
Credit Agreement and Section 2 of the Security Agreement are true
and complete on the date hereof as if made on and as of the date
hereof.
(b) The Agent represents that The Chase Manhattan Bank
(National Association), Christiania Bank (New York Branch) and
The First National Bank of Boston are the only Banks party to the
Credit Agreement.
Section 5. Conditions Precedent. As provided in
Section 2 above, the amendments to the Security Agreement set
forth in said Section 2 shall become effective, as of December
28, 1993, upon the satisfaction of the following conditions
precedent:
A. Execution by All Parties. This Amendment No. 1 to
Security Agreement shall have been executed and delivered by each
of the parties hereto.
B. Documents. The Agent shall have received the
following documents, each of which shall be satisfactory to the
Agent in form and substance:
(1) Corporate Documents. A certificate of the
Secretary or an Assistant Secretary of the Company, dated as
of a recent date and certifying that attached thereto is a
true and complete copy of resolutions duly adopted by the
board of directors of the Company or the authorized
executive committee thereof authorizing the execution,
delivery and performance of this Amendment No. 1 to Security
Agreement and the Security Agreement as amended hereby and
that such resolutions have not been modified, rescinded or
amended and are in full force and effect.
(2) Opinion of Counsel to the Company. An opinion of
Daniel McNamara, counsel to the Company confirming the
opinion set forth in paragraph 6 of Exhibit C of the Credit
Agreement, except that references to the Security Agreement
shall be to the Security Agreement as amended by this
Amendment No. 1 to Security Agreement.
(3) Other Documents. Such other documents as the
Agent or special counsel to the Agent may reasonably
request.
Section 6. Release of Collateral. To the extent that
the Security Agreement covers any Released JEDI Collateral, Hat
Creek Properties, Ship Shoal 292 Properties or Zilkha Properties,
such Released JEDI Collateral, Hat Creek Properties, Ship Shoal
292 Properties or Zilkha Properties as the case may be, are
hereby released and any security interests or Liens in favor of
or held by Agent are terminated, and at the Company's request,
and at the Company's expense, the Agent shall take such other
actions as are necessary to evidence the release and termination
evidenced hereby.
Section 7. Miscellaneous. Except as herein provided,
the Security Agreement shall remain unchanged and in full force
and effect. This Amendment No. 1 to Security Agreement 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 to
Security Agreement by signing any such counterpart. This
Amendment No. 1 to Security Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to Security Agreement to be duly executed and
delivered as of June 28, 1994.
FOREST OIL CORPORATION
By /s/Kenton M. Scroggs
_________________________
Name: Kenton M. Scroggs
Title: Vice President
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Agent
By /s/Richard F. Betz
_________________________
Name: Richard F. Betz
Title: Vice President
Acknowledged and agreed to:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/Richard F. Betz
________________________
Name: Richard F. Betz
Title: Vice President
CHRISTIANIA BANK (NEW YORK BRANCH)
By /s/Debra Dickehuth
________________________
Name: Debra Dickehuth
Title: Vice President
By /s/Peter M. Dodge
________________________
Name: Peter M. Dodge
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By /s/George W. Passela
________________________
Name: George W. Passela
Title: Managing Director
Exhibit "A"
============================================================================
<TABLE>
<CAPTION>
Prospect: 153009 Carbonera Dome EXHIBIT "A" 3-1-94
ISSUED 3-3-94
Property: 253009 Carbonera Dome Unit FINAL 3-7-94
253009-070 South Canyon Unit Federal #3 REV 3-9-94
253009-110 South Canyon Unit Federal #5
Location: 045 Garfield County, Colorado
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <S> <S>
C-31 USA C-0784 10-01-50 10-01-50 T7S, R103W FOC WI = 25% NRI = 20.625%
Union Oil Company of California Sec 6:Lots 11,12,14,15
Sec 7:Lots 5-12;E/2 W/2 (FOC has 25% operating rights
Sec 8:Lots 2-6,11,12,13 below 4,082ft and 25% record
title interest as to all
-and- depths)
T7S, R104W
Sec 2:Lots 1 & 2,S/2 NE/4
C-32 USA C-0785 10-01-50 10-01-50 T6S, R104W FOC WI = 25% NRI = 20.625%
Union Oil Company of California Sec 35:E/2, E/2 W/2
Sec 36:W/2 W/2 (FOC has 25% operating rights
below 5,467 ft and25% record
title interest as to all
depths)
-and-
T7S, R104W
Sec 1:Lot 4,SW/4 NW/4,NW/4 SW/4
</TABLE>
CONTRACT REFERENCE:
Unit Agreement & Unit Operating Agreement dated 5-5-55
(FOC #PA-5309-126)
Gas Purchase Contract dated 8-3-83 between Western
Slope Gas Company & FOC (FOC # GS 5309-1)
======================================================================
<TABLE>
<CAPTION>
Prospect: 161007 Indian Bayou EXHIBIT "A" 3-1-94
Field: West Ridge ISSUED 3-3-94
Property: 261007-160 AD Harrington #1 (ST2) FINAL 3-7-94
Location: 055 Lafayette Parish, Louisiana
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC
LEASE LEASE EFFECTIVE RECORDING
NUMBER LESSOR / Lessee DATE DATE INFORMATION LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <C> <S> <C> <S> <C> <S> <C>
LA-9049-60 ARDELLE DAILY HARRINGTON, 10-4-82 10-4-82 82-29142 T10S, R2E FOC WI = 40% NRI = 30%
ET AL Sec 26: N/2 SE/4
Forest Oil Corporation NW/4; N/2 SW/4 NE/4
insofar and only
insofar as tract is in
Marg 1 RA-SUA containing
23.68 ac limited in depth
to 15,182 ft
Sec 26: SW/4 NW/4; NW/4
SW/4 insofar and only
insofar as tract is in
Marg 1 RA-SUA containing
3.03 acres m/l limited in
depth to below 15,182 ft
LA-9049-61 MURRAY DONALD HARRINGTON,ET AL 1-5-84 1-5-84 84-001431 T10S, R2E FOC WI = 40% NRI = 30%
Forest Oil Corporation Sec 26: N/2 SE/4 NW/4;
N/2 SW/4 NE/4 containing
4 ac m/l, less and except
land presently covered by
O&G Lease dated 10-4-82,
and less and except land
within the BOL MEX 1 RA SUA
created by Order No. 648-F
effective 12-15-81 limited
in depth to 15,527 ft
Sec 26: SW/4 NW/4; NW/4 SW/4
containing 23.101 ac less and
except lands in present lease
dated 10-4-82 and less and
except .869 ac covered
by lease dated 8-24-83
limited in depth to below
15,527 ft
LA-9049-62 CLABY TERRO, ET AL 12-21-84 1-4-85 L-85-0466 T10S, R2E
Exchange Oil & Gas V-85-0452 Sec 26: SW/4 a tract
Corporation containing 79.5 acres
less and except 2.5
acres m/l described
as Lot 5,Act of
Prtition, Entry #46585 -
Vermilion Parish more
particularly described
as follows: Tract 2:
9.302 ac inside BOL MEX 3 Tract 2: FOC WI = 40%
RA SUA limited in depth to NRI = 29.5%
15,527 ft Tract 3: 67.698
ac outside producing Tract 3: FOC WI = 40%
units depth limited to NRI = 29.5%
15,527 ft Tract 4: depth
limited to below 15,527 Tract 4: FOC WI = 100%
NRI = 73.75%
LA-9049-66 ERNEST GASPARD 12-12-84 1-5-85 E-85-0469 T10S, R2E
Exchange Oil & Gas Corporation Sec 26: W/2 a tract
containing 42.48 acres
formerly lying within the
Miogypsinoids SUA
established by Dept of
Conservation Order No. 648-A
effective 5-1-65 and the BOL
MEX 1 RA SUA established by
Dept of Conservation
Order No. 648-F effective
12-15-81 more particularly
described as follows:
Tract 1: lands outside BOL
MEX 1 RA SUA but inside Tract 1: FOC WI = 40%
BOL MEX 3 RA SUA depth NRI = 29.5%
limited to 15,527 ft
Tract 2: lands inside
BOL MEX 1 RA SUA Tract 2: FOC WI = 00%
limited in depth to NRI = 00.0%
15,527 ft Tract 3: depth
limited to below 15,527 Tract 3: FOC WI = 100%
NRI = 73.75%
LA-9049-67 ERNEST GASPARD, ET UX 12-12-84 1-5-85 E-85-0472 T10S, R2E
Exchange Oil & Gas Sec 26: W/2 NW/4 more W/2 NW/4: FOC WI = 40%
Corporation particularly described as NRI = 29.5%
containing .11 acres
outside BOL MEX 1 RA SUA
limited in depth to
15,527 ft
Sec 26: N/2 SW/4 more N/2 SW/4: FOC WI = 100%
particularly described as NRI = 73.75%
containing 1.00 acre
outside BOL MEX 1 RA SUA
limited in depth to below
15,527 ft
LA-9049-68 ERNEST GASPARD 12-12-84 1-5-85 E-85-000471 T10S, R2E
Exchange Oil & Gas Sec 26:N/2 SW/4 a tract Surface to 15,527 Ft:
Corporation containing 2.4 acres FOC WI = 40%
formerly lying outside NRI = 29.5%
the MIO GYP SUA established Below 15,527 Ft:
by the Department FOC WI = 100%
of Conservation Oredr No. NRI = 73.75%
648-A effective 5-1-65
and the BOL MEX 1 RA SUA
established by the Dept of
Conservation Order No. 648-F
dated 12-15-81
</TABLE>
CONTRACT REFERENCE:
Subject to F/O Agreement dated 6-29-83 between
Exchange Oil and Gas and Forest Oil Corporation
Subject to F/O Agreement dated 9-27-84 between
Exchange Oil and Gas and Forest Oil Corporation
Subject to Pooling Agreement dated 7-30-85 between
May Petroleum, Inc and Forest Oil Corporation
======================================================================
<TABLE>
<CAPTION>
Prospect: 180005 Bayou Poignard EXHIBIT "A" 3-1-94
Field: Larose REV 1 3-2-94
Property: 280005-010 Nettie Jones #1 ISSUED 3-3-94
FINAL 3-7-94
Location: 057 Lafourche Parish, Louisiana
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <C> <S> <S>
LA-9137-X1 HAWTHORNE OIL & GAS CORPORATION 3-12-80 3-12-80 815/202 Forty (40) acres m/l, being that FOC WI = 50%
FOC and Corbin J. Robertson certain tract of land situated in NRI = 35%
Lafourche Parish, Louisiana, and
being described as Lots 7, 14, 15,
and 16, containing 40 acres m/l in
District or Folder Number 1 of the
Louisiana Delta Farm Company's
Subdivision of lands comprising
Sec 46 and part of Sec 47, in T17S,
R21E, as shown by a map filed in
the Recorder's office of the Parish
of Lafourche on the 16th day of
November, 1910. Being the same
property described in deed from Mrs
Florence Straughen Abington to Hugh
A. Hawthorne, dated Sept. 4, 1946,
and recorded in Conveyance Book No.
122, under Entry No. 70754, records
of Lafourche Parish, Louisiana
LA-9137-X2 VINCENT H. QUAYLE 5-2-85 5-2-85 913/523 T17S, R21E FOC ORRI =
Lear Petroleum Exploration, Inc. Sec 46: Insofar as the O&G lease 1% of 8/8ths
covers acreage situated within the
surface boundary of the unit
established for the UL-3 Sand,
Reservoir E, by the Commissioner of
Conservation in Order #405-G-1,
filed for record February 24, 1986,
in Conveyance Book 941, Page 715,
bearing File No. 643861
LA-9137-X3 ROLAND J. GALJOUR, ET AL 5-7-85 5-7-85 913/519 T17S, R21E FOC ORRI =
Lear Petroleum Exploration, Inc. Sec 46: Insofar as the O&G lease 1% of 8/8ths
covers acreage situated within the
surface boundary of the unit
established for the UL-3 Sand,
Reservoir E, by the Commissioner of
Conservation in Order #405-G-1,
filed for record February 24, 1986,
in Conveyance Book 941, Page 715,
bearing File No. 643861
LA-9137-X6A NETTIE MARIE JONES, ET AL 4-15-83 4-15-83 816/346 T17S, R21E FOC WI = 50%
(counterpart)FOC and Corbin J. Robertson Sec 45: W/2 S/2 less and except NRI = 37.5%
Lot 36 containing 10 acres and
less and except the South 1500 ft
of the SW/4 containing 85 acres,
said retained land is estimated to
contain 70 acres, more or less
LA-9137-X6A MARTIN JOSEPH MCANDREWS, JR. 4-15-83 4-15-83 816/357 T17S, R21E FOC WI = 50%
FOC and Corbin J. Robertson Sec 45: W/2 S/2 less and except NRI = 37.5%
Lot 36 containing 10 acres and
less and except the South 1500 ft
of the SW/4 containing 85 acres,
said retained land is estimated to
contain 70 acres, more or less
LA-9137-X6A CHARLES A. FRUEAFF FOUNDATION,INC. 4-15-83 4-15-83 816/352 T17S, R21E FOC WI = 50%
FOC and Corbin J. Robertson Sec 45: W/2 S/2 less and except NRI = 37.5%
Lot 36 containing 10 acres and
less and except the South 1500 ft
of the SW/4 containing 85 acres,
said retained land is estimated to
contain 70 acres, more or less
LA-9137-8XA NETTIE MARIE JONES, ET AL 6-27-84 7-24-84 876/683 T17S, R21E FOC WI = 50%
Corbin J. Robertson Sec 45: NW/4 except (see below) NRI = 37.5%
Sec 46: All except (see below)
Sec 47: All except (see below)
All except the following Louisiana
Department of Conservation Units:
1) D-RA-SU-A, created by Order
No. 405-L, effective 11-7-79
2) LRS-UL-2-RA-SU, created by Order
No. 405-C-2, effective 4-15-69
LA-9137-12 HUGH A. HAWTHORNE 7-16-51 7-16-51 156/349 T17S, R21E FOC ORRI =
The California Company Sec 46: All insofar as the Oil, Gas 3% of 8/8ths
and Mineral Leases covers acreage
situated within the unit established
for the UL-3 Sand, Reservoir E, by
the Commissioner of Conservation in
Order No. 405-G-1 filed for record
2-24-86 in Conveyance Book 941,
Page 715, bearing File No. 643861,
from the surface of the earth down
to the base of the UL-3 Sand, being
that certain gas-bearing sand
encountered at measured depths
between 11,742 ft and 11,745 ft in
the Lear Petroleum Exploration Inc.,
Jones #1 Well in Sec 46, T17S-R21E,
Lafourche Parish, Louisiana (SAVE
AND EXCEPT the UL-2 Sand, being
identified as that gas & condensate
bearing sand encountered between the
electric log depths of 11,107 ft and
11,465 ft in the Humble P.G. Lake #7
Well, located in Sec 45, T17S-R21E,
Lafourche Parish, Louisiana
LA-9137-13A WALTON JONES, ET AL 7-31-51 7-31-51 156/537 T17S, R21E FOC ORRI =
The California Company Sec 46: All insofar as the Oil, Gas 3% of 8/8ths
and Mineral Leases covers acreage
situated within the unit established
for the UL-3 Sand, Reservoir E, by
the Commissioner of Conservation in
Order No. 405-G-1 filed for record
2-24-86 in Conveyance Book 941,
Page 715, bearing File No. 643861,
from the surface of the earth down
to the base of the UL-3 Sand, being
that certain gas-bearing sand
encountered at measured depths
between 11,742 ft and 11,745 ft in
the Lear Petroleum Exploration Inc.,
Jones #1 Well in Sec 46, T17S-R21E,
Lafourche Parish, Louisiana (SAVE
AND EXCEPT the UL-2 Sand, being
identified as that gas & condensate
bearing sand encountered between the
electric log depths of 11,107 ft and
11,465 ft in the Humble P.G. Lake #7
Well, located in Sec 45, T17S-R21E,
Lafourche Parish, Louisiana
LA-9137-13B JOHN O. CHAPPELL 7-31-59 7-31-59 157/448 T17S, R21E FOC ORRI =
The California Company Sec 46: All insofar as the Oil, Gas 3% of 8/8ths
and Mineral Leases covers acreage
situated within the unit established
for the UL-3 Sand, Reservoir E, by
the Commissioner of Conservation in
Order No. 405-G-1 filed for record
2-24-86 in Conveyance Book 941,
Page 715, bearing File No. 643861,
from the surface of the earth down
to the base of the UL-3 Sand, being
that certain gas-bearing sand
encountered at measured depths
between 11,742 ft and 11,745 ft in
the Lear Petroleum Exploration Inc.,
Jones #1 Well in Sec 46, T17S-R21E,
Lafourche Parish, Louisiana (SAVE
AND EXCEPT the UL-2 Sand, being
identified as that gas & condensate
bearing sand encountered between the
electric log depths of 11,107 ft and
11,465 ft in the Humble P.G. Lake #7
Well, located in Sec 45, T17S-R21E,
Lafourche Parish, Louisiana
</TABLE>
CONTRACT REFERENCE:
These lands are those remaining after Partial Release
dated 11-26-84 (Ref: 9137-X1)
Subject to O/A dated 12-10-80, between Quintana
Petroleum Corporation as Operator, and FOC and Corbin
J. Robertson, as Non-OP (O/A #800005-865)
Subject to Commissioner of Conservation Order # 405-G-1
recorded in Conveyance Book 941, Page 715, File #643861
(PA 800005-3)
Subject to F/O Agreement dated 1-14-85 between Carroll
E. Pooler & Associates, and FOC (FO 800005-1)
Pursuant to Partial Release of oil & gas lease dated
4-15-85, recorded in Conveyance Book No. 90, Folio 324,
Entry No. 627567 (Ref: 9137-X6A)
FOC ORRI (well basis) = 1.922666% of 8/8ths
======================================================================
<TABLE>
<CAPTION>
Prospect: 185119 Warbucks Lead EXHIBIT "A" 3-1-94
ISSUED 3-3-94
Leases: MSES 42711 FINAL 3-7-94
ES-31994 REV 4-19-94
Location: 001 Adams County, Mississippi
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC
LEASE LEASE EFFECTIVE EXPIRATION
NUMBER LESSOR / Lessee DATE DATE DATE LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <C> <C> <S><C> <C> <S> <C>
MS-185119-01 USA MSES 42711 9-1-90 9-1-90 8-31-95 T5N, R1W 593.455 ac m/l;
Forest Oil Corporation Sec 15: All, containing 658.00 ac m/l, As to all depths:
Homochitto National Forest, less and FOC WI=100% NRI=87.5%
except Lots 11 & 12, being more fully
described under Lease Amendment dated 64.545 ac m/l;
12-20-93 and less and except lands Below Wilcox:
described in Tract 2. FOC WI=100% NRI=87.5%
Tract 2:
64.545 acre tract commencing at the NE
corner of Sec 15, THENCE NW'ly along
the North boundary of Sec 15 a distance
of 2725'; THENCE in a SW'ly direction
parallel to the East boundary of Sec 15
a distance of 481.32'; THENCE in a SE'ly
direction parallel to the NORTH boundary
of Sec 15 a distance of 225'; THENCE
SW'ly parallel to the EAST boundary of
Sec 15 a distance of 600'; THENCE in a
SE'ly direction parallel to the NORTH
boundary of Sec 15 a distance of 2500'
to the EAST boundary of Sec 15, THENCE
NE'ly along the EAST boundary of Sec 15
a distance of 1081.32' to the Point Of
Beginning; LIMITED FROM THE SURFACE TO
THE BASE OF THE WILCOX FORMATION
MS-185119-02 USA ES-31994 6-1-85 6-1-85 5-31-95 T5N, R1W 223.18 ac m/l;
Stanley W. Zysk Sec 9:Two tracts out of Lease As to all depths:
ES-31994 more fully described by FOC WI=100% NRI=77.5%
metes and boundscontaining 223.18ac m/l:
Tract 1: Containing 122.03 ac
Tract 2: Containing 101.15 ac
</TABLE>
CONTRACT REFERENCE:
Pursuant to agreement with Hansen Oil Corp, cross
Assignments were made whereby 64.545 ac of Lease
MSES-42711 were assigned to Hansen, and Hansen
assigned 223.18 ac in BLM ES-31994 to FOC
F/O Warbucks Lead; FOC to Oxy USA, Inc. 4-27-93
Contract #8511901-F
FOC Ownership in ES-31994 is as to operating rights.
Record title is held by Hansen Oil Corp.
Farmout Area covers 881.18 ac m/l, out of Lease
MSES-42711 and Lease ES-31994
======================================================================
<TABLE>
<CAPTION>
Prospect: 111014 NW Okeene EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 211014-020 Pollman #1 FINAL 3-7-94
Location: 011 Blaine County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <S> <C> <S> <C> <C> <C> <S> <C> <S> <C>
M-414 THOS. E. WILLIAMS, ET UX 2-24-48 2-24-48 030/539 T19N, R11W FOC MI = 1/8th
C. L. McMahon, Inc. Sec 17: NE/4 NE/4 limited to a
depth between 7515 ft and 7645 ft
in the Chester Formation
</TABLE>
CONTRACT REFERENCE:
Depth limitation pursuant to Property Sale Agreement
between Templeton Energy and Forest Oil Corporation
======================================================================
<TABLE>
<CAPTION>
Prospect: 110066 (Un-Named) EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 210066-030 Toklan Roy #1 FINAL 3-7-94
Other Properties Held By This Lease But Not Referenced:
Location: 051 Grady County, Oklahoma - NE Brady - First Bromide #1
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <S> <C> <C> <C> <S><C> <S> <C>
M-439 H.A. FARLEY, ET UX 11-8-48 11-8-48 521/554 T5N, R5W FOC MI = 1/12th
C.L. McMahon, Inc. Sec 2: NW/4 SE/4; N/2 SW/4 SE/4
======================================================================
</TABLE>
<TABLE>
<CAPTION>
Prospect: 110022 Laverne EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 310022-008 Freeman Gas Unit FINAL 3-7-94
Location: 059 Harper County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company,
Limited Partnership, as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <C> <C> <S> <C> <S> <C> <S> <C>
OK-8025-16A H.E. LILLIBRIDGE 8-1-56 097/186 T26N, R24W FOC WI = 81.7875% NRI = 71.5641%
C.L. McMahon, Inc. Sec 13: SW/4 insofar
and only insofar
as lease covers rights
below 6,925 ft
OK-8025-17A PHYLLIS WISSINGER, 12-28-57 112/626 T26N, R24W FOC WI = 80.8875% NRI = 60.6656%
ET AL B.A. Stuart Sec 13: NW/4 insofar
and only insofar
as lease covers rights
below 6,925 ft
OK-8025-17B B.E. MCELROY 3-30-59 123/165 T26N, R24W FOC WI = 80.8875% NRI = 70.7766%
Ray London Sec 12: SW/4 Sec 12 = 8.8471% of 8/8ths ORRI
Sec 13: NW/4 insofar
and only insofar
as lease covers rights
below 6,925 ft
</TABLE>
CONTRACT REFERENCE:
Subject to Assignment and Bill of Sale dated 6-13-84
between Forest Oil Corporation and Templeton Energy (Ref: 8025-16A)
Subject to Assignment and Bill of Sale dated 6-13-84
between Forest Oil Corporation and Templeton Energy (Ref: 8025-17A)
Subject to Assignment of ORRI dated 6-11-62 from C.L.
McMahon, Inc. to Forest Oil Corporation; B150/P477 (Ref: 8025-17B)
======================================================================
<TABLE>
<CAPTION>
Prospect: 110074 (Un-named) EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property 210074-111 Bullen #2-33 FINAL 3-7-94
Location: 083 Logan County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <C> <S> <C> <S> <C>
M-403 J.F. HAMILTON 10-18-45 N/A T15N, R2W FOC MI = 1/16th
C.L. McMahon, Inc. Sec 33: SW/4
</TABLE>
CONTRACT REFERENCE:
Subject to McMahon Mineral Purchase Agreement dated
12-1-61 between C.L. McMahon and Forest Oil Corporation
======================================================================
<TABLE>
<CAPTION>
Prospect: 110082 (Un-Named) EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 210082-020 Brown FINAL 3-7-94
Location: 105 Nowata County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <C> <C> <S> <C> <S> <C>
M-241 R.W. SLEMAKER 1-29-37 261/556 T26N, R16E FOC MI = 1/2
C.L. McMahon, Inc. Sec 29: E/2 NE/4
</TABLE>
CONTRACT REFERENCE:
Conveyed under Indenture of Conveyance dated 12-01-61,
between C.L. McMahan, Inc. and FOC, filed for record
Book 808, Page 124
Subject to O&G Lease dated 1-25-61 from CL McMahon Inc
to Jack A. Gregory
Rights from the surface down to 1500 ft subject to O&G
Lease dated 2-16-90 from FOC to James E. Hixon (ML-256)
======================================================================
<TABLE>
<CAPTION>
Prospect: 110097 Ripley EXHIBIT "A"
Field:
ISSUED 3-3-94
Property: 210097-040 Myers
FINAL 3-7-94
Location: 119 Payne County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <S> <C> <S> <C>
M-302A RAY MURPHY 11-15-40 068/387 T19N, R2E FOC MI = 3/160ths
C. L. McMahon, Inc. Sec 29: NW/4
M-302B RAY MURPHY 12-6-40 068/410 T19N, R2E FOC MI = 2/160ths
C.L. McMahon, Inc. Sec 29: NW/4
</TABLE>
CONTRACT REFERENCE:
Conveyance dated 12-1-61 from CL McMahon, Inc to FOC
Both Mineral deeds are subject to Oil & Gas Lease from
Forest Oil Corporation to Robert A. Arnold limited to
the surface of the earth to the top of the Mississippian
Formation under the NW/4 of 29-T19N-R2E (ML-58)
======================================================================
<TABLE>
<CAPTION>
Prospect: 168022 Reydon EXHIBIT "A" 3-1-94
Field: Reydon ISSUED 3-3-94
Property: 268022-060 Estes Estate Unit #1-30 FINAL 3-7-94
Location: 129 Roger Mills County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company,
Limited Partnership, as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <S> <C> <C> <C> <S> <C> <S> <C> <S> <C>
OK-8086-4A F.M. ESTES AND MAE ESTES, H/W 10-11-68 102/286 T15N, R25W FOC WI = 50% NRI = 43.75%
Maulof Abraham Sec 30: Lot 2 & 3,
S/2 NW/4, NE/4 SW/4
OK-8086-4B O. H. SHALLER 10-10-68 98/7 T15N, R25W FOC WI = 50% NRI = 43.75%
Malouf Abraham Sec 30: Lot 2 & 3,
S/2 NW/4, NE/4 SW/4
OK-8086-9A ROSS L. KING, A SINGLE MAN 12-20-68 100/88 T15N, R25W FOC WI = 50% NRI = 43.75%
Malouf Abraham Sec 30: Lot 4, SE/4 SW/4
</TABLE>
CONTRACT REFERENCE:
All leases shown herein are subject to OCC Pooling
Order #142516 dated June 26, 1978 (PA-6822-170)
======================================================================
<TABLE>
<CAPTION>
Prospect: 180035 Taylor Lake EXHIBIT "A" 3-1-94
Field: Taylor Lake ISSUED 3-3-94
Property: 280035-021 Green Gonzales #1-8 FINAL 3-7-94
Location: 129 Roger Millls County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
================================================================================================================================
<S><C> <S> <C> <C> <C> <C> <S> <C> <S> <C> <S><C>
OK-8121-3D PAUL R. JENKS 2-4-81 8-16-81 328/130 T12N, R23W FOC ORRI = 6.25% of 8/8ths
Patrick Daily Sec 8: S/2 SW/4
======================================================================
</TABLE>
<TABLE>
<CAPTION>
Prospect: 110065 Velma EXHIBIT "A" 3-1-94
Field: Velma Sims Sand Unit ISSUED 3-3-94
Property: 310065-001 James Tract No. 81 FINAL 3-7-94
Location: 137 Stephens County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <S><C> <C> <C> <S><C> <S> <C>
M-425 W. D. SHEAR, INC. 4-20-48 409/486 T1S, R4W FOC MI = 14/240ths
C.L. McMahon Sec 32: E/2 NE/4; E/2 NE/4 SE/4
S/2 SE/4
Sec 33: S/2 NW/4 SW/4; SW/4 SW/4
LESS AND EXCEPT:
The depths and formations comprising
Tract 7 of the East Velma West Block
Sims Sand Unit described as the
E/2 NE/4 and NE/4 NE/4 SE/4 and
the Northeasterly 3.96 acres of the
SE/4 NE/4 SE/4 of Sec 32-T1S-R4W
Stephens County, Oklahoma.
</TABLE>
CONTRACT REFERENCE:
Subject to O & G lease dated 1-9-45 between Florence
James, et vir as Lessors, and L.R. Baker as Lessee
MI conveyed under Indenture of Conveyance dated 12-01-61,
between C.L. McMahon, Inc. and FOC, filed for record
Book 808, Page 124
At an EBCO auction, FOC sold an ORRI of .656290% on the
James L S SU well in 32-1S-4W, no RI.
======================================================================
<TABLE>
<CAPTION>
Prospect: 171006 Haddock EXHIBIT "A" 3-1-94
Field: Bartlesville ISSUED 3-3-94
Property: 271006-010 Elkhair Fee #1 FINAL 3-7-94
Location: 098 Washington County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <S> <C> <S> <C>
ML-75 FOREST OIL CORPORATION 10-1-70 569/226 T28N, R13E FOC RI = 1/8
L.D. Cook Sec 28: SE/4 NW/4, N/2 NW/4 less
Railroad ROW & Highway
Sec 21: S/2 SW/4, N/2 SW/4 less
Railroad ROW
Insofor and only insofar as said
lease covers the following
Proration Units:
ELKHAIR FEE No. 1:
The SE/4 of the NW/4 less .49 acres
of KOC & SRR ROW of Sec 28-28N-13E
and less 11.94 acres for highway
ELKHAIR FEE No. 2:
The S/2 of the SW/4 of Sec 21; N/2
NW/4 of Sec 28' less 7.28 acres of
KOC & SRR ROW in T28N, R13E
ELKHAIR FEE No. 3:
The N/2 SW/4, less 4.15 acres of KOC
& SRR ROW in Sec 21-28N-13E
</TABLE>
CONTRACT REFERENCE:
Subject to Transfer Order dated 12-1-64 from Dale H. Dorn
to Forest Oil Corporation
Subject to Mineral Deed M-565 (missing from FOC files)
======================================================================
<TABLE>
<CAPTION>
Prospect: 144003 University South (BLK 9) EXHIBIT "A" 3-1-94
Field: Block 9 ISSUED 3-3-94
Property: 244003-040 University J FINAL 3-7-94
244003-070 University JV-P 1
244003-080 University JV-P 2
Location: 003 Andrews County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <S> <C> <C> <C> <S> <C> <C> <S> <C>
TX-144003-01 STATE OF TEXAS #M26595 UNIV OF TEXAS 11-14-41 11-14-41 44/151 Sec 37 Block 9: SW/4;limited in FOC WI=25%
Broderick & Calvert, Inc. depth to the interval between NRI=20.5729%
4775' and 5000' (Tract 24)
TX-144003-02-1 STATE OF TEXAS #M26601 UNIV OF TEXAS 11-14-41 11-14-41 44/156 University Lands Sec 38 Block 9: FOC WI=25%
Broderick & Calvert, Inc. W/2 SE/4; as to all depths below NRI=20.5729%
12790'
TX-144003-02-2 STATE OF TEXAS #M22601 UNIV of TEXAS 11-14-41 11-14-41 44/156 University Lands Sec 38 Block 9: FOC WI=8.75%
Broderick & Calvert, Inc. E/2 SE/4 beginning at the base of NRI=7.362106%
the Grayburg Formation (4717')
down to 12700'
TX-144003-02-3 STATE OF TEXAS #M22601 UNIV of TEXAS 11-14-41 11-14-41 44/156 University Lands Sec 38 Block 9: FOC WI=25%
Broderick & Calvert, Inc. E/2 SE/4; below 12700' NRI=20.5729%
TX-144003-02-4 STATE OF TEXAS #M22601 UNIV of TEXAS 11-14-41 11-14-41 44/156 University Lands Sec 38 Block9: FOC ORRI=2.94195%
Broderick & Calvert, Inc. W/2 SE/4; limited to those depths of 8/8ths BPO
below the base of the Grayburg
Formation down to strtigraphic FOC WI=8.75% APO
equivalent of 12790' as NRI=7.362106% APO
identified in the BTA 9015 JV-P
Block 9 well #2, located 467
feet FSL and 990feet FWL of the
SE/4 of Sec 38,Block 9,Andrews County,Texas
TX-144003-03 STATE OF TEXAS #M32117 UNIV of TEXAS 12-5-47 12-5-47 44/614 Sec 37 Block 9: FOC ORRI=1.4695%
Gulf Oil Corporation E/2 NW/4; all depths below 4775' of 8/8ths
W/2 NW/4; all depths below 5000'
(Tract 5)
</TABLE>
CONTRACT REFERENCE:
Subject to F/O Agreement dated 1-31-62 between FOC et
al, and BTA Oil Producers
Subject to O/A dated 11-6-84 between Gulf Oil Corp. as
Operator, and FOC et al, as Non-OP
Subject to F/O Agreement dated 12-7-90 between FOC and
BTA Oil Producers
======================================================================
<TABLE>
<CAPTION>
Prospect: 170013 West Goliad EXHIBIT "A" 3-1-94
Field: Old Buzzard REV 1 3-2-94
Property: 270013-070 Pittman #1 ISSUED 3-3-94
FINAL 3-7-94
Location: 175 Goliad County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<C> <S><C> <S> <C> <C> <C> <C> <S> <C> <S> <C> <S> <C>
1674-6 W.P. PITTMAN, ET UX 2-22-71 2-22-71 243/84 320 acres, more or less, out of the FOC WI = 30%
Forest Oil Corporation Marie Jesus DeLeon Grant A-22 and NRI = 25.024871%
the Maria de Jesus y'Barbo Grant A-31
Goliad County, Texas (below 3512')
</TABLE>
CONTRACT REFERENCE:
Subject to Farmout Letter Agreement dated 1-15-82
between FOC and Templeton Energy, Inc (FO 7013-1)
Subject to O/A dated 1-15-82 between Templeton
Energy Inc. as Operator, and FOC as Non-Op
======================================================================
<TABLE>
<CAPTION>
Prospect: 170021 Texas Bend EXHIBIT "A" 3-1-94
Field: Moore-Hooper ISSUED 3-3-94
Property: 270021-010 Moore-Hooper #1 FINAL 3-7-94
Location: 301 Loving County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <S> <C> <C> <C> <S> <C> <S> <C> <S> <C> <S> <C>
TX-4245-1A WILLIE FAYE STARLEY, ET AL 2-26-71 2-26-71 33/28 Parcel 93, Section 79, Block 1 FOC WI = 50%
Forest Oil Corporation W&NW Ry., Loving County, Texas, NRI = 37.5%
containing 53.33 acres, limited
in depth to below 4800'
</TABLE>
CONTRACT REFERENCE:
F/O Agreement FOC to Sun Oil & O/A Agreement between Sun
Oil as Operator and FOC as Non-Op, both dated 11-29-72
Unit Agreement dated 7-10-73 designating all Sec 79 as a
pooled unit from a depth of 5500' to and including the
base of the Ellenburger formation
Subject to Oryx Energy Company Gas Purchase Contract as
cited in letter dated 9-5-89 from Oryx Energy
======================================================================
<TABLE>
<CAPTION>
Prospect: 149006 Breedlove EXHIBIT "A" 3-1-94
Field: South Breedlove ISSUED 3-3-94
Property: 249006-120 F.D Breedlove #1 FINAL 3-7-94
249006-131 Shook "A" #4
Other Properties Held By These Leases But Not Referenced:
Location: 317 Martin County, Texas - J. R. Singleton
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <C> <S> <C> <C> <C> <S> <C> <S> <C> <S> <C>
TX-4077-1 F.D. BREEDLOVE & J.E. MABEE 5-25-49 5-25-49 16/392 League 255,256,257,258, Briscoe Surface to 12333 Ft: NRI=
Forest Oil Corporation County School Land,Martin County, 6.25% Net Profits Interest
Texas Below 12333 Ft: FOC WI =
25% NRI = 21.875%
TX-4077-2X A.F. FOLKNER, ET UX 3-20-59 11-24-59 30/439 All of Labor Six (6), League 262, Surface to 12333 Ft: FOC
Forest Bryson Corp. Borden County School Land, Martin Interest=0.00% Below 12333
County, Texas Ft:FOC WI=25% NRI=21.875%
TX-4077-3 E.L. Turnbow, ET AL 11-19-49 11-19-49 17/183 All of Labor Ten (10), League 259, Surface to 12333 Ft: FOC
J. W. Dennison Borden County School Land, Martin Interest=0.00% Below 12333
County, Texas Ft:FOC WI=18.75%NRI=16.4063%
TX-4077-5 A.Z. NOLEN, ET UX 11-25-49 11-25-49 17/178 All of Labor One (1), League 259, Surface to 12333 Ft: FOC
( ) Borden County School Land, except Interest=0.00%Below 12333
the South 100 acres of said Labor Ft:FOC WI=25% NRI=21.875%
One, Martin County, Texas
TX-4077-6 A.Z. NOLEN, A WIDOWER 4-7-48 4-7-48 14/140 South 100 acres of Labor One (1), Surface to 12333 Ft: FOC
Stanton Brunson League 259, Bordon County School Interest = 0.00% Below 12333
Land, Martin County, Texas Ft:FOC WI=25% NRI=21.875%
TX-4077-7 IRVIN SNELL, ET UX 10-27-49 10-27-49 17/233 All of Labor Two (2), League 259, Surface to 12333 Ft: FOC
Paul S. Oles Borden County School Land, Martin Interest = 0.00%Below 12333
County, Texas Ft: FOC WI=25% NRI=21.875%
TX-4077-8 HOMER L. SHOOK, ET UX 6-25-47 6-25-47 12/631 All of Labor 8 and 9, League 259, Surface to 12333 Ft: FOC
Otto Deats Borden County School Land, Martin Interest = 0.00% Below 12333
County, Texas Ft: FOC WI=25% NRI=21.875%
TX-4077-9 LONNIE D. OPPUTT 6-28-47 6-28-47 13/017 All of Labor Three(3),League 259, Surface to 9060 Ft: FOC ORRI
Otto Deats Borden County School Land, Martin =1.09375% Surface to 12333
County, Texas Ft:FOC WI=0.00% Below 12333
Ft: FOC WI=25% NRI=21.875%
TX-4077-10 WILLIE ROSS 2-10-48 2-10-48 13/393 All of Labor Four (4), League 259, Surface to 12333 Ft: FOC WI
G.T. Hall Borden County School Land, Martin =0.00% Below 12333 Ft: FOC
County, Texas WI = 25% NRI = 21.875%
TX-4077-14 J.R. SINGLETON, ET UX 11-4-49 11-4-49 17/243 All of Tract 15, League 262, and Surface to 12333 Ft: FOC WI
P.W. Dubose all of Tract 11, League 259, in =0.00% Below 12333 Ft: FOC
Borden County School Land, Martin WI=20.690% NRI=18.10375%
County, Texas (Not subject to Sun sale)
</TABLE>
CONTRACT REFERENCE:
Subject to O/A dated 10-16-50, as amended, between Pan
American Petroleum Corp. as Operator, and FOC as Non-OP
Subject to O/A dated 3-9-55, as amended, between Pan
American Petroleum Corp. as Operator, and FOC as Non-OP
(applies only to Lse TX-4077-8)
Subject to F/O Agreement dated 12-14-89 between Forest
Oil Corporation and John H. Hill
Subject to Sale & purchase Agreement dated 10-17-74,
between Forest Oil Corporation and Sun Oil Company
======================================================================
<TABLE>
<CAPTION>
Prospect: 147003 San Miguel Block EXHIBIT "A" 3-1-94
Field: San Miguel ISSUED 3-3-94
Property: (New Well) Gubbels #2 FINAL 3-7-94
Location: 311 McMullen County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <S> <C> <C> <S> <C> <S> <C>
TX-1540-2 LOUIS M. GUBBELS, ET UX 1-15-51 48/45 All of the Gavin H. Smith Survey FOC WI = 25%
Jess T. Kyle No. 26, Abstract No. 430, containing NRI = 20.1660175%
948 acres, LESS AND EXCEPT THE
FOLLOWING PRORATION UNITS FOR:
1) Louis M. Gubbels #2 described as
20 acres m/l in the form of a square
with the SE corner of said square
being a point approx. 2800 ft North
of the South line and approx 1100 ft
West of the East line of Survey 26
(G.H. Smith A-430) McMullen County,
Texas, being the POB, commencing at
said SE corner of the 20 acre unit
(POB) go North approx. 933.4 ft to a
point; THENCE West approx. 933.4 ft
THENCE South approx. 933.4 ft to a
point; Thence East approx. 933.4 ft
to the POB; and only from the surface
to the bottom of the deepest currently
producing formation, known as the
Wilcox C-15 Formation, with a bottom
of 5792 ft or its stratigraphic equiv
2) Louis M. Gubbels #7 described as
20 acres m/l in the form of a square
with the SE corner of said square
being a point approx. 1500 ft North
of the South line and approx 2300 ft
West of the East line of Survey 26
(G.H. Smith A-430) McMullen County,
Texas, being the POB, commencing at
said SE corner of the 20 acre unit
(POB) go North approx. 933.4 ft to a
point; THENCE West approx. 933.4 ft
THENCE South approx. 933.4 ft to a
point; Thence East approx. 933.4 ft
to the POB; and only from the surface
to the bottom of the deepest currently
producing formation, known as the
Edward's Lime Formation with a bottom
of 10225 ft or its stratigraphic equiv
3) Louis M. Gubbels #28 described as
20 acres m/l in the form of a square
with the NE corner of said square
being a point approx. 1800 ft South
of the North line and approx 820 ft
West of the East line of Survey 26
(G.H. Smith A-430) McMullen County,
Texas, being the POB, commencing at
said NE corner of the 20 acre unit
(POB) go South approx. 933.4 ft to a
point; THENCE West approx. 933.4 ft
THENCE North approx. 933.4 ft to a
point; Thence East approx. 933.4 ft
to the POB; and only from the surface
to the bottom of the deepest currently
producing formation, known as the
Wilcox Sand Formation with a bottom
of 5556 ft or its stratigraphic equiv
4) Louis M. Gubbles #28 described as
640 acres, m/l, being the G.H. Smith
Survey 26, A430, and only from the
surface to the bottom of the deepest
currently producing formation, known
as the Edward's Lime Formation, with
a bottom of 10046 ft or its strati-
graphic equivalent
All of the McKinney & Williams Survey
No. 16, Abstract No. 339, containing
320 acres, more or less
All of the McKinney & Williams Survey
No. 17, Abstract No. 340, containing
320 acres, more or less
</TABLE>
CONTRACT REFERENCE:
Subject to seismic F/O Agreement dated 4-8-92 between
FOC and Rio Exploration Co.
======================================================================
<TABLE>
<CAPTION>
Prospect: 153035 EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 353035-001 Dora Roberts Ranch FINAL 3-7-94
Location: 329 Midland County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <S> <C> <C> <C> <S> <C> <S> <C> <S>
TX-4140-1 DOCIA BROWN AND HUSBAND L.E. BROWN 8-12-53 8-12-53 196/170 That certain 9,480 acres as more FOC NRI=5% Net
AND ELOISE WATERS AND HUSBAND FRANK (Ector Cty) particularly described in that Profits ORRI
WATERS 199/140 certain Oil, Gas & Mineral Lease
Forest Oil Corporation (Midland) from Docia Brown, et vir, et al to
FOC dated 8-12-53 and recorded in
Book 196, Page 170 in Ector County,
Texas and Book 199, Page 140 in
Midland County, Texas, insofar and
only insofar as said lease being
held by an undivided 5% Net Profits
ORRI in all production from Developed
Areas herein described:
Block 41, T-2-S:
-----------------------------------
Block A Tract 2 - NE/4 Sec 41
Block B Tract 1 - NE/4 Sec 42
- SW/4 Sec 42
Block 41, T-3-S:
-----------------------------------
Block A Tract 2 - NE/4 Sec 5
Block B Tract 1 - SW/4 Sec 3
- NE/4 Sec 4
- SW/4 Sec 4
Tract 2 - NE/4 Sec 9
- SW/4 Sec 10
Tract 3 - SW/4 Sec 15
- SW/4 Sec 16
- NE/4 Sec 15
- NE/4 Sec 16
Block C Tract 1 - NE/4 Sec 22
- SW/4 Sec 22
- NE/4 Sec 21
Tract 3 - NE/4 Sec 34
Tract 4 - NE/4 Sec 40
- NE/4 Sec 46
- SW/4 Sec 46
Tract 5 - NE/4 Sec 45
Block D Tract 1 - NE/4 Sec 20
TX-4140-2 GEROGE C. FRASER, GEORGE L. BURR & 2-4-54 2-4-54 201/404 T3S, Block 41, T&P Ry Co Survey FOC NRI=5% Net
JOHN K. OLYPHANT Sec 23: SW/4; NW/4 insofar and Profits ORRI
Cities Production Corporation & FOC only insofar as said lease being
held by an undivided 5% Net Profits
ORRI in all production from Developed
Areas herein described:
Block 41, T-3-S:
-----------------------------------
Tract 1 - SW/4 Sec 23
Tract 2 - NW/4 Sec 23
M-86 DOCIA BROWN AND HUSBAND L.E. BROWN 8-12-53 8-12-53 196/166 That certain 4,720 acres, m/l, FOC MI = 1/2
AND ELOISE WATERS AND HUSBAND FRANK (Ector Cty) more particularly described in that
WATERS 199/161 certain Mineral Deed from Docia
Cities Production Corporation (Midland) Brown, et vir, et al to Cities
Production Corporation dated 8-12-53
and recorded in Book 196, Page 166,
in Ector County, Texas, and Book 199
Page 161 in Midland County, Texas
insofar and only insofar as said
lease being held by an undivided 5%
Net Profits ORRI in all production
from Developed Areas herein described:
Block 41, T-2-S:
-----------------------------------
Block A Tract 2 - SE/4 Sec 41
Block B Tract 1 - SE/4 Sec 42
Block 41, T-3-S:
-----------------------------------
Block B Tract 1 - SE/4 Sec 4
Tract 2 - SE/4 Sec 9
Tract 3 - SE/4 Sec 15
- SE/4 Sec 16
Block C Tract 1 - SE/4 Sec 22
Tract 4 - SE/4 Sec 40
- SE/4 Sec 46
Tract 5 - SE/4 Sec 45
</TABLE>
CONTRACT REFERENCE:
Subject to Property Sale Agreement dated 3-1-58 between
FOC and General American Oil Company
======================================================================
<TABLE>
<CAPTION>
Prospect: 165035 Blow EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 265035-120 F.J. Ellyson #1 FINAL 3-7-94
Location: 371 Pecos County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <C> <S> <C> <S> <C> <S> <C>
M-563 DELMON HODGES 7-22-71 7-22-71 371/640 All of Section No. 73, Block OW., FOC MI = 1/32th
Forest Oil Corporation Certificate No. 51, T&M Ry Co.,
Original Grantee
</TABLE>
CONTRACT REFERENCE:
Subject to O & G (?) lease from the Estate of Vivian Ellyson
to Horace Smith dated 7-14-62
======================================================================
<TABLE>
<CAPTION>
Prospect: 166029 Scott EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 266029 Carson "E" FINAL 3-7-94
266029 Carson "F" Other Properties Held By These Leases But Not Referenced:
- Carson Unit #1
Location: 389 Reeves County, Texas - State #1-40
- Carson "A", "B", "C", "D"
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <S> <C> <C> <C> <C> <S> <C> <C> <C> <S> <C>
TX-4213-10 MINERVA L. WALDRON, INDIV & AS 4-17-69 4-17-69 328/307 Block 33,Sec 40,Lots 3&4 H&TC FOC WI = 100%
EXECX. OF THE A.B. WALDRON ESTATE RY. Co., Ward County, Texas NRI = 81.25%
Andrew Hancock
</TABLE>
CONTRACT REFERENCE:
Subject to Gas Pooling Agreement & designation of
Superior Oil Company Carson Unit #1 dated effective
7-1-71 Rec'd B349/P254 and as amended 7-1-80
(PA-6629-254)
Subject to O/A dated 5-10-71 between the Superior Oil Co.
as Operator, and FOC et al as Non-OP (OA-6629-663)
Subject to Pooling Agreement dated 8-12-80 between FOC &
Superior Oil Co, et al (State #1-40) (PA-6629-352)
======================================================================
<TABLE>
<CAPTION>
Prospect: 146015 Taylor View EXHIBIT "A" 3-1-94
Field: View Unit ISSUED 3-3-94
Property: 346015-001 View Unit FINAL 3-7-94
Location: 441 Taylor County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
DEED DATE EFFECTIVE INFORMATION
NUMBER GRANTOR / Grantee DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <S> <C> <C> <S> <C>
M-539 DALE H. DORN 6-21-56 524/274 First Tract: Being 220 acres of FOC MI = 1/16th
Forest Oil Corporation land, being all of Lot 1, Subdiv.
of Guadalupe County School Land,
League No. 120, as shown by the map
of said subdivision as recorded in
the records of the County Clerk of
Taylor County, Texas, and being the
same tract of land exactly as
described in deed from J.J. Nix and
wife to H. E. Landers and wife J.C.
Landers, recorded in Vol 87, P 628,
of the deed records of Taylor County,
Texas, save and except that certain
two tracts of land heretofore conveyed
by H.E. Landers and wife JC Landers,
to Taylor County, Texas, aggregating
10.505 acres of land, more or less,
and described in deed dated 11-1-32
and recorded in Vol 245, P 415, of the
deed records of Taylor County, Texas,
containing 209.495 acres, more or less
and said tract of land now being
owned by Mrs. Jocy Clyde Landers
Second Tract: All of Lot 10 of the
subdivision of League No.120, Guadalupe
County School Lands, save and except 5
acres of land, which 5 acres of land is
covered by a 20 ft strip of ground off
the South end of said Lot 10 (being 1/2
of the public road on the South of said
Lot 10) and a 20 ft strip off of the
East side of Lot 10 (being 1/2 of the
public road on the East side of said
land) and a 40 ft strip across the NE
corner sold to Taylor County for a
public road and the right-of-way of the
P&NTRR Co, across the extreme NE corner
of said Lot 10, and being all of said
Lot 10 except said public roads and
said railway ROW and containing 214.5
acres of land, more or less, and said
of land now being owned by MD Richards
and both of said tracts described above
containing 413.995 acres, more or less
(1/16th Mineral Interest)
M-540 DALE H. DORN, ET AL 6-27-56 Not NOT AVAILABLE
Forest Oil Corporation Available TABLE 1
Tract Lease Acres ORRI
===========================================
5 7 125 1/16 of 1/2 of 7/8 ORR
6 7 122 1/16 of 1/2 of 7/8 ORR
7 7 100 1/16 of 1/2 of 7/8 ORR
8 5,6 25 1/16 of 1/2 of 7/8 ORR
9 5 86 1/16 of 1/2 of 7/8 ORR
10 7 111 1/16 of 1/2 of 7/8 ORR
11 2,3 50 1/16 of 1/2 of 7/8 ORR
12 2,3,4 50 1/16 of 1/2 of 7/8 ORR
13 2,3 61 1/16 of 1/4 of 7/8 ORR
14 2,3,4 61 1/16 of 1/4 of 7/8 ORR
15 8,9,10 222 1/16 of 1/2 of 7/8 ORR
16 11,12,13 196.5 1/16 of 1/2 of 7/8 ORR
17 14,15 128.65 1/8 of 1/2 of 7/8 ORR
18 14,15 56.6 1/16 of 1/2 of 7/8 ORR
26 1 218 1/16 of 1/2 of 7/8 ORR
(Plus from M-539 above: 1/16 of 1/8 RI)
27 1 219.5 1/16 of 1/2 of 7/8 ORR
(Plus from M-539 above: 1/16 of 1/8 RI)
NRI in Unit (decimal) = .00064716
</TABLE>
CONTRACT REFERENCE:
Tract 2 is subject to Oil & Gas Lease dated 7-22-93
from FOC to Abilene Petroleum Land Service Co.
(No recording information available - primary term
expires 7-22-94; TX-193010-880539) (Ref: M-539)
Subject to O/A between Lone Star Producing Co. as
Operator and FOC et al as Non-Op (O/A-4615-658)
Subject to Assignment dated 8-30-52, effective
10-1-52 from Dale H. Dorn, et al, to Lone Star
Producing Company, recorded 458/211 reserving oil
ORRI's as shown in Table 1.
======================================================================
<TABLE>
<CAPTION>
Prospect: 166020 North Worsham EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 266020-040 Houston Unit #1 FINAL 3-7-94
Location: 475 Ward County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <C> <C> <S> <C>
TX-4207-14A CORA ELLA SNYDER, 9-28-62 253/98 151.8 acres of land FOC WI = 100%
A WIDOW AND MARY H. known as Section No. 15, NRI = 83.125%
KILLAM, A WIDOW Scrap File No. 7030,
El Paso Natural Gas G. G. Houston Survey and
Products Company more particularly described
by metes and bounds as
follows: BEGINNING at an
old stone mound the
East corner of Section No.
13 in Block 33,H. & T. C.
Ry.Co. Survey for the South
corner of this survey;
THENCE N50W with the NE
boundary line of said Section
13, said Block 33, 950 vrs.
to an old stone mound
the North corner of said
Section 13 for the West
corner of this Survey;
THENCE N40E with the line
of Section 90, Block 34,
902 vrs. to a stone
mound for the North corner
of this Survey and the
South corner of Survey
70, Block 34; THENCE
S50E with the S. boundary
line of said Survey 70,
950 vrs. to a stake mound
for the East corner of
this section and a South
corner of said Section 70;
THENCE an old stone mound
the North corner of Section
12, said Block 33 bears
N40E 80 vrs,; THENCE S40W
903 vrs. to place of
beginning and containing
151.8 acres of land, more
or less.
TX-4207-14B LETA HOUSTON EVANS 1-31-64 266/445 151.8 acres of land known FOC WI = 100%
& TALBOT EVANS H/W as Section No. 15, Scrap NRI = 83.125%
JOHN D. BARRICK AND File No. 7030, G. G.Houston
HENRY H. CLIFFORD Survey and more particularly
El Paso Natural Gas described by metes and bounds
Products Company as above.
</TABLE>
CONTRACT REFERENCE:
Amendment of Oil, Gas, & Mineral Lease dated
October 5, 1966 between Cora Ella Snyder, a
widow, and Mary H. Kellam, a widow, and Forest
Oil Corporation filed of record in Ward County,
Texas, in Volume 305, Page 427
Amendment of Oil, Gas, & Mineral Lease dated
August 14, 1967 between Edward H. Leede and
Victor H. Zoller and Forest Oil Corporation
filed of record in Ward County, Texas in
Volume 308, Page 448-452
subject to Declaration of Pooling dated
September 1, 1967 by and between Shell
Oil Company, Forest Oil Corporation, and
Marathon Oil Corporation filed of record
Ward County, Texas in Volume 310, Page 421
Subject to Unitization Agreement dated
September 25, 1968 by and between Jerry
Sadler, Shell Oil Company, Forest Oil
Corporation, and Marathon Oil Company
Subject to Farmout Agreement dated August 15,
1966 between El Paso Natural Gas Products
Company and Forest Oil Corporation
Subject to Gas Purchase Agreement dated
February 1, 1990 between Mega Natural
Gas Company and Forest Oil Corporation
Amendment of Oil, Gas, & Mineral Lease dated
September 2, 1966, between Leta Houston Evans,
Talbot Evans, John Dean Barrick, and Henry H.
Clifford, filed of record in Volume 299, Page 210.
======================================================================
<TABLE>
<CAPTION>
Prospect: 110054 Quitman EXHIBIT "A" 3-1-94
Field: Quitman ISSUED 3-3-94
Property: 210054-070 Pinkie Taylor #1 FINAL 3-7-94
Location: 499 Wood County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <S> <C> <C> <S> <C> <S> <C>
TX-3011-1 E.J. TAYLOR, ET UX 9-30-33 132/71 Being 117 acres of land more or less FOC WI = 5.625%
Paul D. Smith less out of the H. Anderson Survey, NRI = 4.39453%
described as follows:
BEGINNING at the N.E. corner of
J.G.H. Stones's 130 acre tract out
of said survey;
THENCE S. 617-1/2 vrs. to corner
same being the NW corner of B.F.
Perrin's 70 acre tract;
THENCE W. 1026 vrs. along said
Perrin's NBL to corner in the WBL of
Mrs. Pinkie Taylor's 53 acre tract;
THENCE N. 617-1/2 vrs. to corner in
the SBL of Ben H. Read's 43 acre
tract;
THENCE W. 1026 vrs. to the place of
beginning, and being the same land
conveyed to lessors herein by deed
dated March 14, 1923, recorded in
Vol. 80 page 226 of the Deed Records
of Wood County, Texas
</TABLE>
CONTRACT REFERENCE:
Subject to that certain unrecorded Farmout
Agreement dated February 1, 1984, as amended,
between Forest Oil Corporation and Key Production
Company
Subject to that certain Operating Agreement dated
February 1, 1984, as amended between Forest Oil
Corporation, as non-operator, and Key Production
Company, as Operator
======================================================================
<TABLE>
<CAPTION>
Prospect: 145011 N.E. Tokio EXHIBIT "A" 3-1-94
Field: Prentice REV 1 3-2-94
Property: 345011 Prentice S.W. Unit #10 ISSUED 3-3-94
245011-020 CB Townes "C" FINAL 3-7-94
245011-040 Townes #1
245011-XXX Townes #2
Location: 501 Yoakum County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S><C> <S><C> <S> <C> <C> <C> <S> <C> <S> <C> <S><C>
TX-145011-02A R.W. FENTON,JR.ET UX,ET AL 10-26-40 10-26-40 64/251 An Undivided 1/2 interest in and to Tract 1:FOC WI=100%
W.G. Terry Section 382, Block D, John H. Gibson NRI = 87.5%
Survey, Yoakum County, Texas Tract 2:FOC ORRI =
5.884725% of 8/8ths
TX-145011-02B DOUGLAS BURNS, ET AL 12-11-40 12-11-40 62/357 All of Section 382 in Block D of the Tract 1: FOC WI=100%
W.G. Terry John H. Gibson Survey, Yoakum County NRI = 87.5%
Texas Tract 2: FOC ORRI =
5.884725% of 8/8ths
TX-145011-02C DAVID L. HARRELL 12-11-40 12-11-40 64/497 All of Section 382 in Block D of the Tract 1: FOC WI=100%
W.G. Terry John H. Gibson Survey, Yoakum County NRI = 87.5%
Texas Tract 2: FOC ORRI =
5.884725% of 8/8ths
TX-145011-02D J.L. CRUMP, ET AL 3-29-41 3-29-41 65/124 All of Section 382 in Block D of the Tract 1: FOC WI=100%
W.G. Terry John H. Gibson Survey, Yoakum County NRI = 87.5%
Texas Tract 2: FOC ORRI =
5.884725% of 8/8ths
</TABLE>
CONTRACT REFERENCE:
Unit Agreement, Prentice SW Unit, Yoakum County, TX
dated 4-1-67 and all revisions thereto; PA-4511-262
F/O Agreement 2-10-92; FOC/Parker & Parsley Devel Co
Contract #4501101-F
======================================================================
<TABLE>
<CAPTION>
Prospect: 177045 Un-Named EXHIBIT "A" 3-1-94
Field: Dennell Draw REV 1 3-2-94
Property: 277045-010 Jumping Creek Federal #1 ISSUED 3-3-94
FINAL 3-7-94
Location: 005 Campbell County, Wyoming
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<C> <S> <C> <S> <C> <C> <S><C> <S> <C> <S> <C>
7745-901 USA - MINERALS MANAGEMENT SERVICE 7-01-78 7-01-78 W-61243 T41N, R71W FOC ORRI=3.774126%
Helen S. Billitier Sec 27: NE/4, SE/4 as to all of 8/8ths
formations from the surface to
50' below the stratigraphic
equivalent of 11310' as drilled
in the Jumping Creek Federal #1
</TABLE>
======================================================================
<TABLE>
<CAPTION>
Prospect: 192004 Albania EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 292004-020 Roane #1 FINAL 3-7-94
REV 3-16-94
Location: 101 St. Mary Parish, Louisiana
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest I Development Company as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FIDC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FIDC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <C> <S> <C> <S> <C> <S>
LA-192004-19-A MYRA MAUDE BOURGEOIS GROOM 9-01-89 9-01-89 33-M/341 T13S, R8E FIDC ORRI=3.068300%of8/8ths BPO
Harbert Energy Corporation Sec 11: TRACT 1- FIDC ORRI=3.101455%of8/8ths APO
A certain tract of land containing
1.053 acres more or less, situated
in the east half (E/2) of Section 11,
Township 13 South, Range 8 East, being
bounded, now or formerly, as follows:
North by Juliet D. Cowan;
East by R.L. Roane, Jr. et al;
South by St. Paul Bourgeois; and
West other lands of lessor; and being
also shown as that tract of land lying
between points 56, 7, 8, 57, and 56 on
that plat of survey for the former
unit of the Plan 3-RC-SU as established
by Oredr No. 140467 in the records of
St. Mary Parish, Louisiana
Sec 11: TRACT 2- FIDC ORRI=3.068300%of8/8ths BPO
FIDC ORRI=3.101455%of8/8ths APO
A certain tract of land containing
2.947 acres more or less, situated
in the east half (E/2) of Section 11,
Township 13 South, Range 8 East, being
bounded, now or formerly, as follows:
North by Juliet D. Cowan;
East by R.L. Roane, Jr. et al;
South by St. Paul Bourgeois; and
West other lands of lessor; and being
also shown as that tract of land lying
between Unit No. 316-N-5 of the Plan
3-RC-SU as established by Order No.
140467 in the records of St Mary Parish
Louisiana
</TABLE>
CONTRACT REFERENCE:
Lease assigned to Elf Acquitaine 4-92.
======================================================================
<TABLE>
<CAPTION>
Prospect: 192009 Hill West EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 292009-050 Patterson #2-9 FINAL 3-7-94
REV 3-8-94
Location: 027 Cleveland County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest I Development Company as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FIDC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FIDC INTEREST
=================================================================================================================================
<S><C> <S> <C> <C> <C> <C> <S> <C>
OK-192009-01-A2 LOIS E. PERRY 1-18-83 1-18-83 1393/344 T10N, R1E
Robert Odom Sec 9: SW/4 SE/4, limited from the F1DC ORRI =
surface to 6438', being 100' below 6.25%of8/8ths
the total depth drilled in the Ward
Petroleum Corp Patterson #2-9 well,
located 990' FSL of 1/4 sec and 450'
FWL of 1/4 sec of Section 9
OK-192009-01-B2 CLAUDE A. & ALMA ROGERS H/W 1-31-83 1-31-83 1397/471 T10N, R1E
Robert Odom Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-C2 MILDRED T. HOLLAND,TRUSTEE OF THE 12-16-83 3-11-84 1565/210 T10N, R1E
Plumb Oil Company, et al Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-D2 ANNA L. KARR, FORMERLY BRENDLE 12-7-83 12-7-83 1567/280 T10N, R1E
Plumb Oil Company, et al Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-E2 LAST WILL OF ERNESTINE BRENDLE 12-7-83 12-7-83 1576/467 T10N, R1E
Plumb Oil Company, et al Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-F2 ROBERT BRANDENBURG ET AL 12-9-83 12-9-83 1619/471 T10N, R1E
Plumb Oil Company, et al Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-G2 JOHN P. BRANDENBURG, INDIVIDUALLY 12-9-83 12-9-83 1619/473 T10N, R1E
Plumb Oil Company, et al Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-H2 JOHN P. BRANDENBURG, TRUSTEE 12-9-83 12-9-83 1619/475 T10N, R1E
Plumb Oil Company, et al Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-I2 ROBERT H. BRANDENBURG,INDIV & AIF 12-9-83 12-9-83 1625/98 T10N, R1E
Plumb Oil Company, et al Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-01-J2 FLORA A. PATTERSON 1-19-83 1-19-83 1393/338 T10N, R1E
Robert Odom Sec 9: SW/4 SE/4, limited from the FIDC ORRI =
surface to 6438' (as noted above) 6.25%of8/8ths
OK-192009-04-A VERNA MAE SHOWALTER,SOLE HEIR OF 12-6-83 12-6-83 1565/208 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI=41.66667
OK-192009-04-B CLAUDINE WILLIAMS,A MARRIED WOMAN 12-16-83 12-16-83 1567/282 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-C L.E. MAYES, JR. AKA LUTHER E. 12-06-83 12-06-83 1567/288 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-D HARRY LEE MAYES, A MARRIED MAN 12-06-83 12-06-83 1567/294 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-E GEORGE L. WODKINS, A SINGLE MAN 12-06-83 12-06-83 1567/292 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-F MABEL L. HOGUE, A WIDOW 6-23-86 12-16-86 1958/868 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-G WILLIAM DUDLEY WODKINS AND CECIL 6-23-86 12-10-86 1958/870 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-H PEERY FRANCIS HOUGHTON 12-16-83 12-16-83 1572/479 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-I RAYMOND MOORE,DEALING IN HIS SOLE 6-30-86 12-14-86 1955/923 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-J CHARLES MOORE AKA CHARLES A.MOORE 12-16-83 12-16-83 1572/483 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-K ALMA GORGAS, NOW SPENCER 12-13-83 12-13-83 1572/475 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
OK-192009-04-L ALTA & CHARLES E. TROMPETER 12-13-83 12-13-83 1576/461 T10N, R1E FIDC WI = 50%
Plumb Oil Company, et al Sec 9: W/2 NE/4 NRI = 40.625%
</TABLE>
CONTRACT REFERENCE:
F/O Cleveland County, Harbert & Charles Goodall 10-8-91
Contract #9200901-F
(Affects leases OK-192009-01-A2 thru J2)
Leases acquired from Harbert Energy 9-91.
F/O of SW/4 SE/4; the Patterson #2-9 was drilled and an
assignment of Harbert's WI was earned by Southwestern
Energy, et al. FIDC assigned its 50% WI to Southwestern
65.625%, Hueco 12.5%, Charles Goodall et al 21.875% in the
SW/4 SE/4 LIMITED in depth to 6289 ft. FIDC reserved 6.25% ORRI.
Sale to Kelly Baxter 9-1-91 conveys all of FIDC's ORRI in the
West #1-9 well also in the SW/4 SE/4.
======================================================================
<TABLE>
<CAPTION>
Prospect: 192010 SW Falls EXHIBIT "A" 3-1-94
Field: NW Rocky Point ISSUED 3-3-94
Property: 292013-010 Walton #7-1 FINAL 3-7-94
REV 3-8-94
Location: 027 Cleveland County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest I Development Company as Seller, and The Hat Creek Production Company, Limited Partnership
as Purchaser.
FIDC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FIDC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <C> <S> <S> <C>
OK-192010-12-A LOUISE SMITH 6-12-85 6-12-85 1859/107 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-B VERA SADBERRY SNOW 6-12-85 6-12-85 1859/105 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-C EDDIE LEE SADBERRY AKA EDDIE LEE 6-12-85 6-12-85 1859/103 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-D W. JEAN SADBERRY AKA WILA JEAN 6-12-85 6-12-85 1859/101 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-E CHERYL SADBERRY WILSON 6-12-85 6-12-85 1859/99 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-F MARY J. TODD 6-12-85 6-12-85 1859/97 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-G JOHNNIE W, TODD 6-12-85 6-12-85 1859/95 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-H ARCHIE SCHNEIDER WEEKS 6-12-85 6-12-85 1859/93 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-I MILDRED T. HOLLAND,TRUSTEE OF THE 6-12-85 6-12-85 1859/91 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-J LOIS SADBERRY MATHIS 6-12-85 6-12-85 1859/89 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-K DOYLE TODD 6-12-85 6-12-85 1859/87 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-L LINDA SADBERRY MARSHALL 6-12-85 6-12-85 1866/162 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-M MODELLE T. TARTER 6-12-85 6-12-85 1862/166 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-N BEULAH TODD WEBB 6-12-85 6-12-85 1862/168 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
OK-192010-12-O JOSEPH W. TODD 6-12-85 6-12-85 1865/412 T8N, R1W FIDC WI = 42.5%
Charles E. Porta Sec 7: Lots 1 & 2, E/2 NW/4 NRI = 34.53125%
</TABLE>
======================================================================
<TABLE>
<CAPTION>
Prospect: 192256 Kimball Sand Creek EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 292256-010 Cagle #1 FINAL 3-7-94
Location: 081 Lincoln County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest I Development Company as Seller, and The Hat Creek Production Company, Limited
Partnership as Purchaser.
FIDC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FIDC INTEREST
=================================================================================================================================
<S> <C> <C> <S> <S>
HARRY B. CAGLE and L.W. CAGLE 2-18-76 654/328 T17N, R6E FIDC ORRI=2.34375% of 8/8ths
The Wil-Mc Oil Corp. Sec 34: S/2 N/2 SW/4
VERNON L. CROSS and FLORENCE H CROSS 2-18-76 654/330 T17N, R6E FIDC ORRI=2.34375% of 8/8ths
The Wil-Mc Oil Corp. Sec 34: N/2 N/2 SW/4
</TABLE>
CONTRACT REFERENCE:
Wil-Mc acquisition - no contract information available.
======================================================================
<TABLE>
<CAPTION>
Prospect: 192102 Shiloh EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 292102-110 Russell Hubbard #1 FINAL 3-7-94
Location: 087 McClain County, Oklahoma
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest I Development Company as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
HARBERT RECORDING
LEASE LEASE EXPIRATION INFORMATION
NUMBER ESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FIDC INTEREST
=================================================================================================================================
<C> <S> <C> <C> <C> <S>
3534-01 KENNETH JAMES HUBBARD 9-12-88 9-12-91 1245/009 T7N, R2W FIDC WI = 0.00%
Charles A. Ferrell Sec 24: SE/4 SE/4 NW/4 FIDC NRI(well)=
0.878170% ORRI
3534-02 BETTY W. BERGA 9-12-88 9-12-91 1245/866 T7N, R2W NOTE: FOC does not have Lease
Charles A. Ferrell Sec 24: SE/4 SE/4 NW/4 Files for these leases-
they were part of the
3534-03 MELISSA JO HUBBARD 9-12-88 9-12-91 1245/007 T7N, R2W Harbert acquisition,
Charles A. Ferrell Sec 24: SE/4 SE/4 NW/4 therefore FIDC's NRI at
the well level is being
3542-01 KENNETH JAMES HUBBARD 7-11-88 7-11-91 1245/005 T7N, R2W reported instead.
Charles A. Ferrell Sec 24: S/2 SW/4 NW/4,
NW/4 SW/4 NW/4,
SW/4 SE/4 NW/4
3542-02 MELISSA JO HUBBARD 7-11-88 7-11-91 1245/003 T7N, R2W
Charles A. Ferrell Sec 24: S/2 SW/4 NW/4, NW/4 SW/4 NW/4,
SW/4 SE/4 NW/4
3566-08 EDGAR V. SPRINGER 9-12-88 9-12-91 1243/628 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-09 CLYDE W. BESON, JR. 9-6-88 9-6-91 1243/634 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-10 CHARLES HARGUS A/K/A CHARLEY HARGUS 9-12-88 9-12-91 1243/640 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-11 SALT FORK OIL COMPANY, C/O LIBERTY 7-7-88 7-7-91 1243/642 T7N, R2W
NAT'l BK&TR CO OF OKLA CITY, AGENT Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
Charles A. Ferrell NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
less 7.86 acres for RR ROW
3566-12 MARCELYN M. UPP, INDIV & AIF FOR 9-12-88 9-12-91 1243/636 T7N, R2W
MARGARET P. MAHAFFY, AS SOLE HEIRS Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
OF L.E. PRYER, DECEASED NW/4 SW/4 NW/4, W/2 SW/4,
Charles A. Ferrell W/2 NE/4 SW/4, SE/4 SW/4
3566-13 LOREE E. WHITE, AIF CHARLES F. WHITE 9-12-88 9-12-91 1243/632 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-14 ERNESTINE BRENDLE AND MARTHELLA JANE 9-6-88 9-6-91 1243/630 T7N, R2W
CAPEHART TRUSTEES UNDER TESTAMENTARY Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
TRUST CREATED BY THE LAST WILL & NW/4 SW/4 NW/4, W/2 SW/4,
TESTAMENT OF HENRY O. BRENDLE, DEC'D W/2 NE/4 SW/4, SE/4 SW/4
Charles A. Ferrell
3566-15 SIDNEY E. WILLIAMS, INDIV & AS HEIR 9-15-88 9-15-91 1244/006 T7N, R2W
OF A.J. WILLIAMS, DECEASED Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
Charles A. Ferrell NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-16 RICHARD A. LINEHAN 9-14-88 9-14-91 1244/012 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-23 TULSTAR ENERGY GROUP INCORPORATED 10-18-88 10-18-91 1246/563 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-24 MAYE O'NEAL A/K/A MAY O'NEAL 9-15-88 9-15-91 1244/998 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3566-26 NORMAN FRANCIS WILLIAMS, INDIV & AS 9-15-88 9-15-91 1245/001 T7N, R2W
HEIR OF A.J. WILLIAMS, DECEASED Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
Charles A. Ferrell NW/4 SW/4 NW/4, W/2 SW/4,
W/2 NE/4 SW/4, SE/4 SW/4
3589-01 JUDITH NORRIS STIDHAM 9-15-88 9-15-91 1244/014 T7N, R2W
A/K/A JUNE NORRIS STIDHAM Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
Charles A. Ferrell NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-02 RUTH ANN NORRIS 9-15-88 9-15-91 1244/010 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-03 GORDON WITHERSPOON 10-18-88 10-18-91 1247/445 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-04 WILLIAM NORRIS PETERSON 9-15-88 9-15-91 1244/996 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-05 MARILYN PETERSON GIMPEL 9-15-88 9-15-91 1245/868 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-06 RUTH NORRIS 9-15-88 9-15-91 1245/864 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-07 JOHN CALHOUN NORRIS, JR. 9-15-88 9-15-91 1245/862 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-08 SUSAN NORRIS CASON 9-15-88 9-15-91 1247/443 T7N, R2W
Charles A. Ferrell Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
W/2 NE/4 SW/4
3589-09 NCNB TEXAS NATIONAL BANK, TRUSTEE 9-30-88 9-30-91 1246/560 T7N, R2W
U/W FOR NANCY NORRIS TRUST, #2812; Sec 24: SW/4 SE/4 NW/4, S/2 SW/4 NW/4,
TRUSTEE U/W FOR P.A.NORRIS, III NW/4 SW/4 NW/4, N/2 NW/4 SW/4,
TRUST #2813; TRUSTEE U/W FOR NANCY W/2 NE/4 SW/4
NORRIS TRUST A, #4191; AND TRUSTEE
U/W FOR PHILIP A. NORRIS, III TRUST
A, #4192
Charles A. Ferrell
3590-01 EDGAR WITHERSPOON 9-12-88 9-12-91 1243/638 T7N, R2W
Charles A. Ferrell Sec 24: E/2 NE/4 SW/4, SE/4 SE/4 NW/4
3590-02 KATHERINE RADAR 9-12-88 9-12-91 1244/008 T7N, R2W
Charles A. Ferrell Sec 24: E/2 NE/4 SW/4, SE/4 SE/4 NW/4
Wil-Mc Lse ROBERT PRICE HUBBARD 12-05-87 1224/105 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse DORA WILLIS MORGAN 3-17-88 1232/259 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse JOHN W. SWINFORD, JR.,TRUSTEE 6-23-88 1237/334 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse MARGARET SWINFORD SMITH 6-23-88 1237/336 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse DORIS JONES, INDIV AND AS HEIR OF 6-23-88 1237/453 T7N, R2W
WESLEY JONES, DECEASED Sec 24: SW/4
Charles A. Ferrell
Wil-Mc Lse VIRGINIA LINDSAY, INDIV AND AS HEIR 6-27-88 1237/455 T7N, R2W
OF Y.E. JONES, DECEASED Sec 24: SW/4
Charles A. Ferrell
Wil-Mc Lse ROBERT HOWARD BRANDENBURG, INDIV & 5-20-88 1238/298 T7N, R2W
AS AIF FOR FRANCES BRANDENBURG HUME Sec 24: SW/4
Charles A. Ferrell
Wil-Mc Lse JOHN P. BRANDENBURG AND ROBERT F. 5-20-88 1238/300 T7N, R2W
BRANDENBURG, CO-TRS. FOR THE JOHN B. Sec 24: SW/4
BRANDENBURG TESTAMENTARY TRUST
Charles A. Ferrell
Wil-Mc Lse ROBERT F. BRANDENBURG, JR. AND JOHN 5-20-88 1238/302 T7N, R2W
HARKEY, CO-TRS. OF THE ROBERT F. Sec 24: SW/4
BRANDENBURG TESTAMENTARY TRUST
Charles A. Ferrell
Wil-Mc Lse ANNE BRENNER 5-20-88 1238/306 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse MARCIA B. WINTER 5-20-88 1238/312 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse GORDON WITHERSPOON 6-27-88 1238/312 T7N, R2W
Charles A. Ferrell Sec 24: N/2 NW/4 SW/4; W/2 NE/4 SW/4
Wil-Mc Lse TUGGLE PROPERTIES 5-20-88 1238/308 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse HELEN ALEXANDER WHISTLER 7-7-88 1238/314 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse J.D. KENNEDY 6-27-88 1240/456 T7N, R2W
Charles A. Ferrell Sec 24: SW/4
Wil-Mc Lse SUN BANK/SARASOTA, N.A., FORMERLY 5-28-88 1245/870 T7N, R2W
KNOWN AS CITIZENS BANK & TRUST CO. Sec 24: SW/4
OF SARASOTA, TRS. OF THE JOHN ASHER
BRANDENBURG TRUST
Charles A. Ferrell
</TABLE>
CONTRACT REFERENCE:
None Available
======================================================================
<TABLE>
<CAPTION>
Prospect: 192022 Pearsall EXHIBIT "A" 3-1-94
Field: ISSUED 3-3-94
Property: 292022-280 Mannas & Johnston #6 FINAL 3-7-94
REV 3-8-94
Location: 163 Frio County, Texas
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest I Development Company as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
F1DC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Book/Page LEGAL DESCRIPTION FIDC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <C> <C> <S>
TX-192022-06 JOSEPH W. MANNAS, ET AL 5-09-74 5-09-74 318/82 591.26acres,part of the 938acre FIDC ORRI=1.8081%
Bruce W. Fox Joseph Mannas, et al lease of 8/8ths
</TABLE>
CONTRACT REFERENCE:
Lease acquired through Terrapet.
======================================================================
======================================================================
EXHIBIT "B"
======================================================================
<TABLE>
<CAPTION>
Prospect: 162019 Ship Shoal Block 247 EXHIBIT "B" 3-1-94
REV 1 3-2-94
Property: 362019-004 OCS-G-1028 Block 247 ISSUED 3-3-94
362019-010 SS 247 "F" Platform FINAL 3-7-94
Location: LO 995 Louisiana Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
LA-9065-1 USA OCS-G 1028 6-01-62 6-01-62 OCS-G 1028 Block 247 Ship Shoal Area, South N/2; Containing 2500 ac m/l;
Forest Oil Corporation Addition: All, containing 5000 ac As to all depths:
more or less, as shown on official FOC ORRI=2.568274% of 8/8ths
leasing map La. No. 5A, Outer
Continental Shelf Leasing Map,
Louisiana Offshore Operations SW/4; Containing 1250 ac m/l;
As to all depths:
FOC ORRI=5.318287% of 8/8ths
SE/4; Containing 1250 ac m/l;
As to all depths:
FOC ORRI=2.193287% of 8/8ths
</TABLE>
CONTRACT REFERENCE:
N/2 subject to Assignment effective 9-27-74 from Forest
Oil Corporation to CNG, Texas Gas, and Columbia Gas
SW/4 subject to Assignment effective 2-17-77 from FOC
to Columbia Gas
SE/4 subject to Assignment effective 6-24-76 from FOC
to Odeco/Pelto
======================================================================
<TABLE>
<CAPTION>
Prospect: 162019 Ship Shoal Block 248 EXHIBIT "B" 3-1-94
REV 1 3-2-94
Property: 362019-001 OCS-G-1029 Block 248 ISSUED 3-3-94
362019-011 SS 248 "D" Platform FINAL 3-7-94
Location: LO 995 Louisiana Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
LA-9065-2 USA OCS-G 1029 6-01-62 6-01-62 OCS-G 1029 Block 248 Ship Shoal Area, South NE/4; Containing 1250 ac m/l;
Forest Oil Corporation Addition: All, containing 5000 ac As to all depths:
more or less,as shown on official FOC ORRI = 2.193287% of 8/8ths
leasing map La. No. 5A, Outer
Continental Shelf Leasing Map, NW/4&S/2;Containing 3750ac m/l;
Louisiana Offshore Operations As to all depths:
FOC ORRI=5.318287% of 8/8ths
</TABLE>
CONTRACT REFERENCE:
NE/4 subject to Assignment effective 6-24-76 from FOC
to Odeco/Pelto
NW/4 and S/2 subject to Assignment effective 3-25-77 from
FOC to Columbia Gas
======================================================================
<TABLE>
<CAPTION>
Prospect: 162019 Ship Shoal Block 249 EXHIBIT "B" 3-1-94
REV 1 3-2-94
Property: 362019 OCS-G-1030 Block 249 ISSUED 3-3-94
FINAL 3-7-94
Location: LO 995 Louisiana Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
LA-9065-3 USA OCS-G 1030 6-01-62 6-01-62 OCS-G 1030 Block 249 Ship Shoal Area, South All; Containing 5000 ac m/l;
Forest Oil Corporation Addition: All, containing 5000 ac Surface to 15,108 Ft:
more or less, as shown on official FOC ORRI=.735294% of 8/8ths
leasing map La. No. 5A, Outer
Continental Shelf Leasing Map,
Louisiana Offshore Operations All; Containing 5000 ac m/l;
Below 15,108 Ft:
FOC ORRI=5.318287% of 8/8ths
</TABLE>
======================================================================
<TABLE>
<CAPTION>
Prospect: 162019 Ship Shoal Block 270 EXHIBIT "B" 3-1-94
REV 1 3-2-94
Property: 362019 OCS-G-1037 Block 270 ISSUED 3-3-94
FINAL 3-7-94
Location: LO 995 Louisiana Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
LA-9065-4 USA OCS-G 1037 6-01-62 6-01-62 OCS-G 1037 Block 270 Ship Shoal Area, South All;Containing 5000 ac m/l;
Forest Oil Corporation Addition: All, containing 5000 ac As to all depths:
more or less, as shown on official FOC ORRI=5.318287% of 8/8ths
leasing map La. No. 5A, Outer
Continental Shelf Leasing Map,
Louisiana Offshore Operations
</TABLE>
======================================================================
<TABLE>
<CAPTION>
Prospect: 162019 Ship Shoal Block 271 EXHIBIT "B" 3-1-94
REV 2 3-2-94
Property: 362019-002 OCS-G-1038 Block 271 ISSUED 3-3-94
362019-007 SS 271 "A" Platform FINAL 3-7-94
362019-009 SS 271-"B" Platform
Location: LO 995 Louisiana Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
LA-9065-5 USA OCS-G 1038 6-01-62 6-01-62 OCS-G 1038 Block 271 Ship Shoal Area, South All; Containing 5000 ac m/l;
Forest Oil Corporation Addition: All, containing 5000 ac As to all depths:
more or less,as shown on official FOC ORRI=5.318287% of 8/8ths
leasing map La. No. 5A, Outer
Continental Shelf Leasing Map,
Louisiana Offshore Operations
</TABLE>
CONTRACT REFERENCE:
Subject to F/O Agreement dated 10-15-68 between Forest
Oil Corporation and Exchange Development Corporation
======================================================================
<TABLE>
<CAPTION>
Prospect: 162011 Vermilion Area EXHIBIT "B" 3-1-94
REV 1 3-2-94
Field: 362011-001 OCS-G 1127 Block 161 ISSUED 3-3-93
Property: 362011-002 Vermilion Block 161 Platform FINAL 3-7-94
362011-003 Vermilion Block 161 Well #5
Location: LO 995 Louisiana Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
LA-9057-1 USA OCS-G 1127 6-01-62 6-01-62 OCS-G 1127 Block 161, Vermilion Area, South All; Containing 5000 ac m/l;
Forest Oil Corporation Addition, as shown on official As to all depths:
leasing map, La. Map No. 3,Outer FOC ORRI = 1.276216% of 8/8ths
Continental Shelf Leasing Map,
Louisiana Offshore Operations
</TABLE>
CONTRACT REFERENCE:
Subject to Assignment from Forest Oil Corporation to
Preston Oil Company dated 5-22-62
O/A Between FOC as Operator and Preston Oil Co as Non-OP
dated 6-1-62
======================================================================
<TABLE>
<CAPTION>
Prospect: 162015 Vermilion Area EXHIBIT "B" 3-1-94
ISSUED 3-3-94
Property: 362015-001 OCS-G 1172 Block 313 FINAL 3-7-94
362015-003 Vermilion 313 "B" Platform
Location: LO 995 Louisiana Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
LA-9061-1 USA OCS-G 1172 6-01-62 6-01-62 OCS-G 1172 Block 313,Vermilion Area,South All; Containing 5000 ac m/l;
Forest Oil Corporation Addition, as shown on official As to all depths:
leasing map La. Map No.3B,Outer FOC ORRI=2.721774% of 8/8ths
Continental Shelf Leasing Map,
Louisiana Offshore Operations
</TABLE>
CONTRACT REFERENCE:
Subject to Assignment from Forest Oil Corporation to:
1) CNG Producing Company
2) Columbia Gas Development Corporation
3) Texas Gas Exploration Corporation dated 11-12-75
======================================================================
<TABLE>
<CAPTION>
Prospect: 192198 Brazos Tract 339-L EXHIBIT "B" 3-1-94
ISSUED 3-3-94
Property: 192198-000 TX 94260 Tract 339-L FINAL 3-7-94
292198-010 Nicor State M94260 #1
Location: TO 994 Texas Offshore - State Waters
Matagorda County, TX
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited
Partnership, as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
===================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
TX-192198-01 STATE OF TEXAS #94260 10-02-90 10-02-90 NOT Brazos Area Tract 339-L: S/2 SW/4 All;Containing 720ac m/l;
Transco Exploration AVAILABLE Gulf of Mexico, Matagorda County, As to all depths:FOC ORRI
& Production Co. Texas, containing 720 acres, as = 1.75% of 8/8ths
shown on the official map of the
Gulf of Mexico
</TABLE>
CONTRACT REFERENCE:
O/A Adobe Resources dated 10-2-90; TEPCO/Adobe TXS08-01
Participation Agreement dated 11-15-90 between TEPCO & Adobe
Assignment dated 1-2-91 from TEPCO to F. F. Foster & Assoc.
of a 1.5% ORRI effective APO of production based on depth:
Surface to 8000 ft; APO of 5BCF
8000 ft to 15000 ft; APO of 23.5714 BCF
Over 15000 ft; APO of 30 BCF
Assignment of O & G leases dated 1-15-91, from TEPCO to Adobe
Purchase and Sale Agreement, TEPCO to NICOR dated 5-1-91
TEPCO retained 1.75% ORRI
Letter Agreement 11-14-92; NICOR Brazos 338L, 339L, 368L
======================================================================
<TABLE>
<CAPTION>
Prospect: 192199 Brazos Tract 368-L EXHIBIT "B" 3-1-94
ISSUED 3-3-94
Property: 192199-000 TX 94267 Tract 368-L FINAL 3-7-94
292199-010 Nicor State M94267 #1
Location: TO 994 Texas Offshore - State Waters
Matagorda County, TX
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
TX-192199-01 STATE OF TEXAS #94267 10-02-90 10-02-90 NOT Brazos Area Tract 368-L: N/2 NE/4 All; Containing 720 ac m/l;
Transco Exploration AVAILABLE Gulf of Mexico, Matagorda County, As to all depths:FOC ORRI =
& Production Co. Texas, containing 720 acres, as 1.75% of 8/8ths
shown on the official map of the
Gulf of Mexico
</TABLE>
CONTRACT REFERENCE:
O/A Adobe Resources dated 10-2-90; TEPCO/Adobe TXS08-01
Participation Agreement dated 11-15-90 between TEPCO & Adobe
Assignment dated 1-2-91 from TEPCO to F. F. Foster & Assoc.
of a 1.5% ORRI effective APO of production based on depth:
Surface to 8000 ft; APO of 5 BCF
8000 ft to 15000 ft; APO of 23.5714 BCF
Over 15000 ft; APO of 30 BCF
Assignment of O & G leases dated 1-15-91, from TEPCO to Adobe
Purchase and Sale Agreement, TEPCO to NICOR dated 5-1-91
TEPCO retained 1.75% ORRI
Letter Agreement 11-14-92; NICOR brazos 338L, 339L, 368L
======================================================================
<TABLE>
<CAPTION>
Prospect: 192232 Matagorda Island 558-L EXHIBIT "B" 3-1-94
ISSUED 3-3-94
Property: 292232 Matagorda Is. 558/559 FINAL 3-7-94
292232-010 Matagorda Is. 559 #1 STK
292232-020 Matagorda Is. 558 #2
Location: TO 994 Texas Offshore - State Waters
Matagorda County & Calhoun County, TX
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Vol/Page LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
TX-192232-01 STATE OF TEXAS #92805 10-06-87 10-06-87 176/40 Matagorda Island Tract 558-L;Gulf of NW/4;Containing 240
TXP Operating Co. (Matagorda) Mexico, Matagorda County, Texas: NW/4; ac m/l;
Containing 1440 acres, as shown on FOC ORRI=4.712307%
the official map of the Gulf of of 8/8ths BPO
Mexico now on file in the General FOC ORRI=9.424614%
Land Office, Austin, Texas; insofar of 8/8ths APO
and only insofar as said lease covers
that certain 240 acres in TR 558-L
NW/4, being more fully described as:
BEGINNING at the NW corner of TR 558-L
NW/4, THENCE 660 ft. east to a point
on the North line of said Tract,
THENCE 3960 ft. South to a point,
THENCE 1320 ft. East to a point,
THENCE 3960 ft. South to a point on
the South line of said Tract, THENCE
1980 ft. West to a point, being the SW
corner of said Tract, THENCE North
along the West line of said Tract to
the Point of Beginning, containing in
all 240.00 acres.
TX-192232-02 STATE OF TEXAS #92788 10-06-87 10-06-87 17/390 Matagorda Island Tract 559-L NE/4, NE/4; Containing
TXP Operating Co. et al (Calhoun) Gulf of Mexico, Calhoun and Matagorda 400 ac m/l;
176/48 County, Texas; Containing 1440 acres FOC ORRI=4.712307%
(Matagorda) as shown on the official map of the of 8/8ths BPO
Gulf of Mexico on file in the General FOC ORRI=9.424614%
Land Office, Austin, TX; insofar as of 8/8ths APO
said lease covers that certain 400
acres of land in Tract 559-L, NE/4,
Calhoun and Matagorda County, Texas,
and being more fully described as:
BEGINNING at the NE corner of Tract
559-L NE/4, THENCE 1980 ft WEST to a
point on the North line of said Tract
THENCE 1320 ft South to a a point,
THENCE 660 ft WEST to a point, THENCE
2640 ft South to a point, THENCE 660
ft EAST to a point, THENCE 3960 ft
SOUTH to a point on the south line of
said Tract, THENCE 1980 ft EAST to a
point, being the SE corner od said
Tract, THENCE NORTH along the EAST
boundary of said Tract to the POB,
containing 400 acres.
</TABLE>
CONTRACT REFERENCE:
F/O Agreement 8-20-92; FOC to W&T Offshore, Inc.
who drilled the SLM-92805 No. 1 (ST) pursuant to the
terms of the F/O earned FOC's 100% WI as to the 240
acres in State Lease M-92805, Matagorda Island Tract 558-L
and 400 acres in State Lease M-92788, Matagorda Island
Tract 559-L; said 640 acres being pooled under Term
Pooling Agreement with the State of Texas.
Contract #9223201-F
Pooling Agreement 11-02-93; FOC and W&T Offshore, Inc
Contract #9223202-P
By Correction Assignment FOC assigned to W&T Offshore
all of its interest in SL #92805 & SL #92788 limited
in depth from the surface to 100' below the
stratigraphic equivalent of 9418' as seen in W&T's
well #SL M92805 #2 reserving a 5% ORRI BPO escalating
to 10% ORRI APO.
According to Pooling Agreement, on 10-06-96, State
leases shall terminate as to all depths 100'below
the depth of the deepest well drilled on the unit.
======================================================================
<TABLE>
<CAPTION>
Prospect: 192201 Galveston Block 210 EXHIBIT "B" 3-1-94
ISSUED 3-3-94
Property: 192201-001 OCS-G 7236 Block 210 FINAL 3-7-94
392201-001 Galveston 210 Platform
292201-010 Galveston 210 AHC #A-1
292201-020 Galveston 210 AHC #2
Location: TO 995 Texas Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
TX-192201-01 USA OCS-G 7236 10-01-84 10-01-84 OCS-G 7236 Block 210, Galveston Area: FOC ORRI = 3.125% as to all
Marathon Oil Company All; containing 5760 acres, of Block 210, Galveston less
m/l, as shown Area, and except that certain inter-
on OCS Leasing Map, val within the S/2 of Block
Texas Map No. 6. 210, Galveston Area, from the
surface of the earth down to
the stratigraphic equivalent
of 100' below 6308' TVD as
seen in the OCS-G 7263 Well #1.
FOC ORRI = 2.5% BPO & 3.125%
APO as to the certain interval
within the S/2 of Block 210,
Galveston Area,from the sur-
face of the earth down to the
stratigraphic equivalent of
100' below 6308' TVD as seen
in the OCS-G Well #1.
"Payout" is defined in that
certain Farmout Agreement
dated March 30, 1990, between
Transco Exploration&Production
Company and Union Pacific
Resources Company.
All ORRI's shown are of 8/8ths.
</TABLE>
CONTRACT REFERENCE:
F/O 3-30-90, between TEPCO & UPRC (S/2 only).
This Agreement is subject to the terms and
conditions of the O/A dated 10-01-84 between
Marathon/Philips/AMERADA/TEPCO.
F/O 7-30-91, TEPCO & Walter Oil & Gas covering
all of TEPCO's interest less and except (S/2)
from the surface to 6408' TVD which was earned
by UPRC pursuant to a former Farmout. TEPCO
reserved a non-convertible, proportionately
reduced 10% ORRI in the earning well which will
escalate to a proportionate 12.5% ORRI APO.
TEPCO's ORRI in susequent wells is 12.5%
Contract depth is 9000' TVD. TX047-04.
======================================================================
<TABLE>
<CAPTION>
Prospect: 192221 Galveston Block 322 EXHIBIT "B" 3-1-94
ISSUED 3-3-94
Property: OCS-G 12503 Block 322 FINAL 3-7-94
292221-010 Galveston Block 322 A-1
Location: TO 995 Texas Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC
LEASE LEASE EFFECTIVE EXPIRATION
NUMBER LESSOR / Lessee DATE DATE DATE LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <C> <S> <S>
TX-192221-01-1 USA OCS-G 12503 12-01-90 12-01-90 11-31-95 Galveston Block 322; S/2 & NE/4; Containing 4320 ac m/l;
Transco Exploration S/2, NE/4, As to all depths: FOC ORRI = 10%
& Production Co. NW/4 Block 322, of 8/8ths
Galveston Area,
OCS Leasing Map,
Texas Map No. 6
NW/4; Containing 1440 ac m/l; Below
9420 Ft TVD:FOC ORRI = 10% of 8/8ths
TX-192221-01-2 USA OCS-G 12503 12-01-90 12-01-90 11-31-95 Galveston Block 322: NW/4; Containing 1440 ac m/l;
Transco Exploration NW/4 of Block 322, Surface to 9420 Ft TVD:
& Production Co. Galveston Area, OCS FOC ORRI = 10% of 8/8ths
Leasing Map, Texas Map
No. 6, insofar as said
lease covers from the
surface to 100' below
the stratigraphic
equivalent of 9320 TVD,
10415 MD as found in
the Hall-Houston Oil
OCS-G 12503 A-1
(ST-1) well, located at
a surface location of
2760' FEL and 5019'
FNL of Blk 321;
bottomhole location of
255' FWL & 2353' FNL of
Galveston Block 322
</TABLE>
CONTRACT REFERENCE:
Seismic Option/Farmout 4-15-92; Transco/Hall-Houston Co.
Contract #9222101-F
Lease has been placed in a minimum royalty status
beginning 12-01-93, payable at the end of the lease
year, 12-01-94
Under terms of the F/O, FOC shall pay rentals & minimum
royalties and be reimbursed 100% of payments on acreage
assigned to Hall-Houston (Apache)
======================================================================
<TABLE>
<CAPTION>
Prospect: 192224 High Island Block 200 EXHIBIT "B" 3-1-94
ISSUED 3-3-94
Property: 392224-001 High Island 200 Platform FINAL 3-7-94
292224-010 High Island 200 #1
292224-020 High Island 200 #2
Location: TO 994 Texas Offshore - Federal Waters
Attached to and made part of that certain Purchase and Sale Agreement by and between:
Forest Oil Corporation as Seller, and The Hat Creek Production Company, Limited Partnership,
as Purchaser.
FOC RECORDING
LEASE LEASE EFFECTIVE INFORMATION
NUMBER LESSOR / Lessee DATE DATE Serial No. LEGAL DESCRIPTION FOC INTEREST
=================================================================================================================================
<S> <S> <C> <C> <S> <S> <S>
TX-192224-01 USA OCS-G 9086 10-01-87 10-01-87 OCS-G 9086 High Island Block 200: As to all depths:
TXP Operating Co. et al Containing 5760 ac m/l; FOC ORRI = 3.926916%
as shown on All; of 8/8ths BPO
OCS Leasing Map, FOC ORRI = 4.712307%
Texas Map No. 7 of 8/8ths APO
</TABLE>
CONTRACT REFERENCE:
F/O Agreement 8-18-92; FOC et al and Walter Oil & Gas
Contract #9222401-F
======================================================================
SCHEDULE 2
Oil and gas lease of submerged lands, Serial No. OCS-G
12000, dated July 1, 1990, from the United States of America to
Forest Oil Corporation, covering the following described lands:
all of Block 292, Ship Shoal area, south addition, OCS leasing
map, Louisiana map No. 5A.
================================================================
SCHEDULE 3
STATE OF LOUISIANA
OUTER CONTINENTAL SHELF
WEST DELTA BLOCKS 97 & 98
<TABLE>
<CAPTION>
FOC Recording Description
Lease No. Lessor Lessee Date Data of Properties
_________________________________________________________________________________________________________________________________
<S> <S> <S> <C> <S> <S>
LO-193002-01 United States of Atlantic Richfield 6/1/86 Serial No. Block 97, WestDelta Area, OCS
America Company OCS-G-8457 Lease Map, La. No. 8,INSOFAR AND ONLY INSOFAR
as said lease lies withing the confines of the
following described aliquots: S/2; S/2 of N/2;
Limited to the interval comprising the strati-
graphic equlvalent of the top to the EA Sand
Seg II as seen in the WD 97 OCS-G-8457 #3
(B-1D) at 4190' MD down to the base of the KW
Sand as seen in WD 97 OCS-G-8457 #5 (A-2) at
13,484' MD.
LO-193009-01 United States of Corpus Christi 9/1/85 Serial No. Block 96, West Delta Area, OCS
America Exploration Company OCS-G-7793 Lease Map La. No. 8, INSOFAR AND ONLY INSOFAR
as said lease lies within the confines of the
following described aliquots: W/2 of SW/4;
Limited to the interval comprising the strati-
graphic equivalent of the top of the EA Sand
Seg II as seen in the WD 97 OCS-G-8457 #3
(B-1D) at 4190' MD down to the base of the KW
Sand as seen in WD 97 OCS-G-8457 #5 (A-2) at
13,484' MD.
</TABLE>
FIRST AMENDMENT TO
LOAN AGREEMENT
This First Amendment to Loan Agreement (this "Amendment") is
made and entered into as of the 28th day of December, 1993, by
and between FOREST OIL CORPORATION, a New York corporation with
principal offices at 950 17th Street, Colorado National Building,
Denver, Colorado 80202 (the "Borrower"), and JOINT ENERGY
DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a Delaware limited
partnership, with offices at 1400 Smith Street, Houston, Texas
77002 (the "Lender").
WHEREAS, reference for all purposes is hereby made to that
certain Loan Agreement dated December 28, 1993, between Borrower
and Lender (the "Loan Agreement"); and
WHEREAS, Borrower and Lender desire to amend the Loan
Agreement as hereinafter set forth;
NOW, THEREFORE, for and in consideration of ten dollars
($10.00) and other good and valuable consideration, Borrower and
Lender hereby agree as follows:
1. Article 3 of the Loan Agreement is amended by adding
the following section:
Section 3.30 No Shared Collateral. None of the
Collateral constitutes JEDI Shared Collateral as
defined by that certain Amendment No. 1 to Security
Agreement dated as of December 28, 1993, between
Borrower and Chase.
2. Article 5 of the Loan Agreement is amended by adding
the following section:
Section 5.12 No Shared Collateral. Borrower will
not permit any Collateral to constitute JEDI Shared
Collateral as defined by that certain Amendment No. 1
to Security Agreement dated as of December 28, 1993,
between Borrower and Chase.
3. Paragraph 5 of Exhibit Q to the Loan Agreement is
amended by substituting therefor the following:
"U Sands Prospect
Jim Hogg and Zapata Counties, Texas
Limited to 100' above and 100' below the stratigraphic
equivalent of the U Sands as seen in the Shell #1 Lopez
Well from a measured depth of 15,100' to a measured
depth of 18,000', all of Borrower's leasehold interest
in the B.S.&F. (F.C. Guerra) Survey No. 86, A-142 (Jim
Hogg Co.) and A-436 (Zapata Co.); Sabas De La Garza
Survey No. 614, A-117, and the Sabas De La Garza Survey
No. 84, A-116.
Release Price: $2,000,000"
4. Except as amended and modified hereby, the Loan
Agreement shall remain in full force and effect as heretofore
entered into, and Borrower and Lender hereby ratify, adopt and
confirm the Loan Agreement as hereby amended.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed on this 15th day of June, 1994
but effective as of the date first above written.
BORROWER: FOREST OIL CORPORATION
________
By: /s/Kenton M. Scroggs
________________________________
Name: Kenton M. Scroggs
______________________________
Title: Vice President & Treasurer
_____________________________
LENDER: JOINT ENERGY DEVELOPMENT
______ INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Corp.,
its general partner
By: /s/Andrew S. Fastow
__________________________
Name: Andrew S. Fastow
________________________
Title: Vice President
_______________________
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
AND COVERS FUTURE ADVANCES AND PROCEEDS
FIRST AMENDMENT TO
DEED OF TRUST, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT AND FINANCING STATEMENT
(Wagner and Brown)
Dated as of
June 15, 1994
From
FOREST OIL CORPORATION
(Mortgagor)
To
ANDREW S. FASTOW, Trustee
(Trustee)
for the Benefit of
JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP
(Beneficiary)
The mailing address of both above-named Trustee
and the Beneficiary is 1400 Smith Street, Houston,
Texas 77002 and the mailing address of Mortgagor
is 950 17th Street, Colorado National Building,
Denver, Colorado 80202.
* * * * *
This instrument was prepared by Bruce C. Herzog, Attorney at Law,
VINSON & ELKINS L.L.P., 2500 First City Tower, 1001 Fannin,
Houston, Texas 77002, and contains after-acquired property
provisions and covers future advances and proceeds.
Attention of Recording Officers: This instrument is a Mortgage
of both real and personal property and is, among other things, a
Security Agreement and a Financing Statement under the Uniform
Commercial Code. This instrument creates a lien on rights in or
relating to lands of Mortgagor which are described in Exhibit A
hereto.
Recorded counterparts should be returned to:
Lauren Hagerty
Vinson & Elkins L.L.P.
2500 First City Tower
1001 Fannin
Houston, Texas 77002-6760
FIRST AMENDMENT TO
DEED OF TRUST,
ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT AND FINANCING STATEMENT
__________________________________________
(Wagner and Brown)
FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT AND FINANCING STATEMENT
______________________________________________
THIS FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF
PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT (this
"First Amendment") entered into on this 15th day of June, 1994,
but made effective as of June 15, 1994 (the "Effective Date") by
and between FOREST OIL CORPORATION, a New York corporation, whose
address for notice hereunder is 950 17th Street, Colorado
National Building, Denver, Colorado 80202 (the "Mortgagor"), and
JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP, a
Delaware limited partnership, with offices at 1400 Smith Street,
Houston, Texas 77002 (the "Beneficiary").
RECITALS
________
Mortgagor and Mortgagee have entered into that certain Deed
of Trust, Assignment of Production, Security Agreement and
Financing Statement dated December 28, 1993 (the "Original
Mortgage"). The Original Mortgage was recorded in the real
property records described in Schedule 1 hereto. As contemplated
in Section 7.02(d) of the Loan Agreement (as defined in Article
II(a) of the Original Mortgage), Mortgagee reduced the initial
funding amount by $1.4 million until Mortgagor satisfactorily
evidenced its ownership of certain oil and gas leases. Mortgagor
has now evidenced such ownership to the satisfaction of
Mortgagee, and Mortgagee has agreed to fund such additional $1.4
million to Mortgagor subject to certain conditions all of which
have been, or, with the execution, delivery and recording of this
Mortgage, will be fully satisfied. Capitalized terms used in
this Amendment but not defined herein have the meaning given
thereto in the Original Mortgage.
AGREEMENTS
__________
ARTICLE I
Mortgaged Property
__________________
Mortgagor, in consideration of the premises and to secure
the Indebtedness and the performance of the covenants and
obligations contained herein and in the Original Mortgage and in
consideration of the sum of One Thousand Dollars ($1000) and
other valuable consideration in hand paid by Beneficiary to
Mortgagor and in consideration of the debts and trusts herein
mentioned, does hereby GRANT, BARGAIN, SELL, CONVEY, MORTGAGE,
PLEDGE, TRANSFER, ASSIGN, SET OVER and CONFIRM unto Andrew S.
Fastow of Houston, Texas, as Trustee, whose address for notice is
1400 Smith Street, Houston, Texas 77002 ("Trustee") and his
successors or substitutes in trust hereunder, for the use and
benefit of Beneficiary, the following described real and personal
property, rights, titles, interests, and estates (collectively
the "Mortgaged Property"), to-wit:
(a) All rights, titles, interests and estates now owned or
hereafter acquired by Mortgagor in and to the undivided interests
in and to the oil and gas leases and/or oil, gas and other
mineral leases and other interests and estates (such interests
collectively called the "Leases") which are described on
Exhibit A hereto or which Leases are otherwise referred to
herein.
(b) All rights, titles, interests and estates now owned or
hereafter acquired by Mortgagor in and to (1) the properties now
or hereafter pooled or unitized with the Leases; (2) all
presently existing or future unitization, communitization,
pooling agreements and 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 any units created solely among working interest
owners pursuant to operating agreements or otherwise) which may
affect all or any portion of the Leases including, without
limitation, those units which may be described or referred to on
attached Exhibit A; and (3) all operating agreements, production
sales or other contracts, farmout agreements, farm-in agreements,
area of mutual interest agreements, equipment leases and other
agreements described or referred to in this Mortgage or which
relate to any of the Leases or interests in the Leases described
or referred to herein or on attached Exhibit A or to the
production, sale, purchase, exchange, processing, transporting or
marketing of the Hydrocarbons (hereinafter defined) from or
attributable to such Leases or interests.
(c) All rights, titles, interests and estates now owned or
hereafter acquired by Mortgagor in and to all oil, gas,
casinghead gas, condensate, distillate, liquid hydrocarbons,
gaseous hydrocarbons and all products refined therefrom and all
other minerals (collectively called the "Hydrocarbons") in and
under and which may be produced and saved from or attributable to
the Leases, the lands covered thereby and Mortgagor's interests
therein, including all oil in tanks and all rents, issues,
profits, proceeds, products, revenues and other income from or
attributable to the Leases, the lands covered thereby and
Mortgagor's interests therein which are subjected or required to
be subjected to the liens and security interests of this Mortgage
and including specifically but without limitation all liens and
security interests in such Hydrocarbons securing payment of
proceeds resulting from the sale of Hydrocarbons.
(d) All tenements, hereditaments, appurtenances and
properties in anywise appertaining, belonging, affixed or
incidental to the rights, titles, interests and estates described
or referred to in paragraphs (a), (b) and (c) above, which are
now owned or which may hereafter be acquired by Mortgagor,
including, without limitation, any and all property, real or
personal, 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 such Leases (excluding drilling
rigs, trucks, automotive equipment or other personal property
which may be taken to the premises for the purpose of drilling a
well or for other similar temporary uses) and including any and
all oil wells, gas wells, injection wells or other wells,
buildings, structures, field separators, liquid extraction
plants, plant compressors, pumps, pumping units, field gathering
systems, 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, surface leases, rights-of-way, easements
and servitudes and licenses together with all additions,
substitutions, replacements, accessions and attachments to any
and all of the foregoing properties.
(e) 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 Mortgagor or by anyone on Mortgagor's
behalf; and the Trustee is hereby authorized to receive the same
at any time as additional security hereunder.
(f) All of the rights, titles and interests of every nature
whatsoever now owned or hereafter acquired by Mortgagor in and to
the Leases and every part and parcel thereof, including, without
limitation, all rights, titles, interests or estates in and to
the Leases 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 hereinafter defined) to which any of the Leases
are subject, or otherwise; together with any and all renewals and
extensions of any of the Leases; 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
Mortgagor in and to the Leases, less and except any overriding
royalty interests hereafter acquired by Mortgagor in and to the
Leases.
(g) All accounts, contract rights, inventory and general
intangibles constituting a part of, relating to or arising out of
those portions of the Mortgaged Property which are described in
paragraphs (a) through (f) above and all proceeds and products of
all such portions of the Mortgaged Property.
TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee
and to his successors and assigns forever to secure the payment
of the Indebtedness and to secure the performance of the
covenants, agreements, and obligations of the Mortgagor herein
contained.
ARTICLE II
Representations and Warranties
______________________________
All of the representations and warranties contained in the
Original Mortgage, as hereby amended, are hereby restated and
incorporated herein as of the date hereof.
ARTICLE III
Incorporation of Terms
______________________
All of the terms, covenants and provisions of the Original
Mortgage, as hereby amended, are incorporated herein and made a
part hereof for all purposes including, without limitation, as
such terms, covenants and conditions relate to or cover the
Mortgaged Properties.
ARTICLE IV
Other Amendments
________________
Exhibit A of the Original Mortgage is hereby amended by
adding thereto and incorporating therein, but without otherwise
modifying such Exhibit A, the properties and rights described on
Exhibit A hereto.
ARTICLE V
Ratification
____________
Except as expressly amended by this First Amendment, the
Original Mortgage is in all respects ratified and confirmed, and
the terms, provisions, representations, warranties, covenants and
conditions thereof shall be and remain in full force and effect.
IN WITNESS WHEREOF,the undersigned have caused this instru-
ment to be executed by their duly authorized undersigned officers
as of the date first written above.
MORTGAGOR
Forest Oil Corporation
By: /s/Kenton M. Scroggs
___________________________
Name: Kenton M. Scroggs
_________________________
BENEFICIARY
Joint Energy Development Investments
Limited Partnership
By: Enron Capital Corp., its general partner
By: /s/Andrew S. Fastow
______________________
Name: Andrew S. Fastow
____________________
Schedule 1 - Recording Schedule
Exhibit A - Mortgaged Properties
THE STATE OF COLORADO
COUNTY OF DENVER
BE IT REMEMBERED, that I Michele M. Daily, a Notary Public,
duly qualified, sworn and acting in and for the State of
Colorado, hereby certify that, on this 15th day of June, 1994,
there appeared before me Kenton M. Scroggs, Vice President of
FOREST OIL CORPORATION.
The foregoing instrument was acknowledged before me on this
date by the aforementioned person as the designated officer of
such corporation, on behalf of such corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County of Denver and State of Colorado, this 15th of
June, 1994.
/s/Michele M. Daily
_________________________________________
Notary Public in and for the
State of Colorado
THE STATE OF TEXAS
COUNTY OF HARRIS
BE IT REMEMBERED, that I Robin M. Jordan, a Notary Public,
duly qualified, sworn and acting in and for the State of Texas,
hereby certify that, on this 8th day of June, 1994, there
appeared before me Andrew S. Fastow, Vice President of Enron
Capital Corp., the general partner of Joint Energy Development
Investments Limited Partnership.
The foregoing instrument was acknowledged before me on this
date by the aforementioned person as the designated officer of
such corporation, on behalf of such corporation in its capacity
as general partner of Joint Energy Development Investments
Limited Partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County of Harris and State of Texas, this 8th of
June, 1994.
/s/Robin M. Jordan
_________________________________________
Notary Public in and for the
State of Texas
SCHEDULE 1
RECORDING INFORMATION
Jim Hogg County, Texas
File No. 56822
Volume 101, Page 194
December 30, 1993
Zapata County, Texas
File No. 96635
Volume 490, Page 704
January 3, 1994
<TABLE>
<CAPTION>
EXHIBIT A
LEASES
======
Recording Data
Working --------------------
or Jim Hogg County Zapata County
FOC Lease Ownership --------------- -------------
Lease No. Lessor Lessee Date Interest NRI Vol. Page Vol. Page
-------- ------ ------ ----- -------- --- ---- ---- ---- ----
<S> <S> <C> <C> <C> <C> <C> <C> <C> <C>
TX-193030-04-O Reyes Cuellar AMB & Assoc 12/21/93 1.000000 0.800000 144 347 495 34-36
TX-193030-04-P Stephen M. Rowden AMB & Assoc 12/10/93 1.000000 0.812500 144 341 495 25-27
TX-193030-04-Q Dale H. Rowden, Jr. AMB & Assoc 12/10/93 1.000000 0.812500 144 343 495 28-30
TX-193030-04-R Bruce H. Rowden AMB & Assoc 12/10/93 1.000000 0.812500 144 345 495 31-33
TX-193030-04-S Susan Ahlers Johnson AMB & Assoc 12/20/93 1.000000 0.812500 144 349 495 37-39
TX-193030-04-T Carl Ahlers AMB & Assoc 12/20/93 1.000000 0.812500 144 351 495 171-173
TX-193030-01-A1 Ronnie Dannelly, et al FOC 01-07-94 1.000000 0.800000 144 136 - -
TX-193030-01-A2 Ronnie Dannelly, et al FOC 01-07-94 1.000000 0.800000 144 136 - -
TX-193030-01-B Billie Jo McCutcheon, et vir FOC 01-11-94 1.000000 0.800000 144 170 - -
TX-193030-01-C Robert A. Hefner, III FOC 01-25-94 1.000000 0.800000 BR BR - -
TX-193030-02 State of Texas/Marrs & McLean FOC 01-03-94 1.000000 0.700000 (1) 144 161 - -
TX-193030-03 Thomas M. Allen, et al FOC 02-15-94 1.000000 0.800000 144 353 - -
TX-193030-01-D Golden W. Piekielniak, et al FOC 03-09-94 1.000000 0.800000 144 399-400 - -
TX-193030-04-N Francine L. Rowden FOC 01-01-94 1.000000 0.750000 144 367 495 436-439
TX-193030-04-A William K. Morgan, et ux EDC 03-26-88 0.356430 0.2673225(2) 123 393 389 368
BR - Being Recorded
<FN>
- - -----------------------------
(1) Amendment & Ratification to Oil, Gas, and Mineral Lease covering 640 acres being all of the Sabas De La Garza
Survey No. 614, Certificate 592, A-117, Jim Hogg County, Texas dated April 4, 1994 and recorded in Vol. 144
Page 370-371 in the records of Jim Hogg County, Texas
(2) Amendment & Ratification to Oil, Gas, and Mineral Lease covering a tract in 666.5 acres of land, being all of
the B. S. & F. Survey 86, Abstract No. 142 in Jim Hogg County, Texas and Abstract No. 436 in Zapata County,
Texas dated February 11, 1994 and recorded in Vol. 144 Page 224-225 in the records of Jim Hogg County, Texas
and recorded in Vol. 493 Page 722-723 in the records of Zapata County, Texas
</TABLE>
<TABLE>
<CAPTION>
LAND DESCRIPTIONS
=====================
<S> <S>
TX-193030-04-O Covering 640 acres in the B.S. & F. Survey No. 86, A-142, Jim Hogg County, and A-436, Zapata County, Texas
TX-193030-04-P Covering 320 acres, being S/2 of the B.S.&F.Survey No. 86,A-142, Jim Hogg County, and A-436, Zapata County, Texas
TX-193030-04-Q Covering 320 acres, being S/2 of the B.S.&F.Survey No. 86,A-142, Jim Hogg County, and A-436, Zapata County, Texas
TX-193030-04-R Covering 320 acres, being S/2 of the B.S.&F.Survey No. 86,A-142, Jim Hogg County, and A-436, Zapata County, Texas
TX-193030-04-S Covering 320 acres, being S/2 of the B.S.&F.Survey No. 86,A-142, Jim Hogg County, and A-436, Zapata County, Texas
TX-193030-04-T Covering 320 acres, being S/2 of the B.S.&F.Survey No. 86,A-142, Jim Hogg County, and A-436, Zapata County, Texas
TX-193030-01-A1 Covering 80 acres being Blocks 2 & 3 of the E.J. Foster Oil & Gas Subdivision of the Sabas De La Garza Survey 84,
A-116, Jim Hogg County, Texas
TX-193030-01-A2 Covering 80 acres being Blocks 5 & 6 of the E.J. Foster Oil & Gas Subdivision of the Sabas De La Garza Survey 84,
A-116, Jim Hogg County, Texas
TX-193030-01-B Covering 160 acres being Blocks 2, 3, 5,&6 of the E.J. Foster Oil&Gas Subdivision of the Sabas De La Garza Survey
84, A-116, Jim Hogg County, Texas
TX-193030-01-C Covering 80 acres being Blocks 5 & 6 of the E.J. Foster Oil & Gas Subdivision of the Sabas De La Garza Survey 84,
A-116, Jim Hogg County, Texas
TX-193030-02 Covering 640 acres being all of the Sabas De La Garza Survey No. 614,Certificate 592,A-117, Jim Hogg County, Texas
TX-193030-03 Covering 640 acres being all of the Sabas De La Garza Survey No. 84, A-116, Jim Hogg County, Texas LESS AND EXCEPT
Blocks 2, 3, 5, & 6 of the W.P. Allen Oil & Gas Survey 84 as prepared by E. J. Foster on 12-20-20
TX-193030-01-D Covering 160 acres in the Sabas De La Garza Survey 84, A-116, Jim Hogg County, Texas being Blocks 2, 3, 5 & 6 of
the W.P. Allen Oil & Gas Survey 84 as prepared by E. J. Foster on 12-20-20
TX-193030-04-N Covering 320 acres, being S/2 of the F.C.Guerra Survey(B.S.&F.) No. 86, A-142, Certificate 324 in Jim Hogg County
and A-436, Zapata County, Texas.
TX-193030-04-A Covering a tract in 640 acres of land, being all of the B. S.&F. Survey 86, Abstract No. 142 in Jim Hogg County
and Abstract No. 436 in Zapata County, Texas
</TABLE>
<TABLE>
<CAPTION>
PERMITTED EMCUMBRANCES
======================
<S> <S>
ALL Subject to Operating Agreement dated September 2, 1988 between Energy Development Corporation as Operator, and
Wagner & Brown as Non-Operator as amended by letters dated March 14, 1991, July 16, 1993, and October 12, 1993.
</TABLE>
FOREST OIL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
Effective Date: July 1, 1994
TABLE OF CONTENTS
ARTICLE PAGE
I - Definitions and Construction I-1
II - Participation II-1
III - Account Credits III-1
IV - In-Service Distributions IV-1
V - Termination Benefits V-1
VI - Administration of the Plan VI-1
VII - Administration of Funds VII-1
VIII - Nature of the Plan VIII-1
IX - Adopting Entities IX-1
X - Miscellaneous X-1
FOREST OIL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
W I T N E S S E T H :
WHEREAS, FOREST OIL CORPORATION, desiring to aid certain of
its employees in making more adequate provision for their
retirement, has decided to adopt the following FOREST OIL
CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (the "Plan");
NOW THEREFORE, the Plan is hereby adopted as follows,
effective as of July 1, 1994:
I.
Definitions and Construction
1.1 Definitions. The capitalized words or terms used in
the Plan and which are not otherwise defined herein shall have
the same meanings as such words or terms have in the Retirement
Savings Plan of Forest Oil Corporation, as the same may be
amended from time to time. Where the following words and phrases
appear in the Plan, they shall have the respective meanings set
forth below, unless their context clearly indicates to the
contrary.
(1) Account: An individual account for each Member to which is
credited his Compensation deferrals pursuant to Section 3.1,
the Company Deferrals made on his behalf pursuant to Section
3.2, and which is credited for such account's allocation of
earnings as provided in Section 3.3. A Member shall have a
100% nonforfeitable interest in his Account at all times.
(2) Affiliate: Each trade or business (whether or not
incorporated) which together with the Company would be
deemed to be a "single employer" within the meaning of
subsections (b), (c), (m) or (o) of section 414 of the Code.
(3) Code: The Internal Revenue Code of 1986, as amended.
(4) Committee: The Compensation Committee of the Board of
Directors of Forest Oil Corporation.
(5) Company: Forest Oil Corporation and any other adopting
entity which adopts the Plan pursuant to the provisions of
Article IX.
(6) Company Deferrals: Deferrals made by the Company on a
Member's behalf pursuant to Section 3.2.
(7) Compensation: Amounts equal to a Member's "Compensation,"
as such term is defined under the Retirement Savings Plan,
including amounts a Member could have received in cash in
lieu of Compensation deferrals pursuant to Section 3.1, and
without regard to the maximum dollar limitation of section
401(a)(17) of the Code.
(8) Directors: The Board of Directors of Forest Oil
Corporation.
(9) Effective Date: July 1, 1994.
(10) Entry Date: The first day of each Plan Year.
(11) Incentive Plan Percentage: For each Plan Year, the
percentage of "Eligible Compensation" under the Forest Oil
Corporation Annual Incentive Plan that is used to determine
the amount of the "Incentive Pool" under such plan for the
"Performance Year" under such plan that corresponds to such
Plan Year.
(12) Member: Each individual who has been selected for
participation in the Plan and who has become a Member
pursuant to Article II.
(13) Plan: The Forest Oil Corporation Executive Deferred
Compensation Plan, as amended from time to time.
(14) Plan Year: The twelve-consecutive month period commencing
January 1 of each year; provided, however, that the first
Plan Year shall begin on the Effective Date and shall end on
December 31, 1994.
(15) Retirement Savings Plan. The Retirement Savings Plan of
Forest Oil Corporation, as amended from time to time.
(16) Trust: The trust, if any, established under the Trust
Agreement.
(17) Trust Agreement: The agreement, if any, entered into
between the Company and the Trustee pursuant to Article
VIII.
(18) Trust Fund: The funds and properties, if any, held pursuant
to the provisions of the Trust Agreement, together with all
income, profits and increments thereto.
(19) Trustee: The trustee or trustees appointed by the Committee
who are qualified and acting under the Trust Agreement at
any time.
(20) Valuation Dates: The last day of each calendar month.
1.2 Number and Gender. Wherever appropriate herein, words
used in the singular shall be considered to include the plural
and words used in the plural shall be considered to include the
singular. The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender.
1.3 Headings. The headings of Articles and Sections herein
are included solely for convenience, and if there is any conflict
between such headings and the text of the Plan, the text shall
control.
II.
Participation
2.1 Participation. Prior to each Entry Date, the
Committee, in its sole discretion, shall select and notify those
management or highly compensated employees of the Company who
shall be eligible to become Members as of such Entry Date. Any
such eligible employee may become a Member on such Entry Date by
executing and filing with the Committee, prior to such Entry
Date, the form prescribed by the Committee. Such form shall
include, among other things prescribed by the Committee, the
consent of such Member to be subject to all of the terms and
provisions of the Plan including, without limitation, the
Compensation deferral provisions set forth in Section 3.1.
Subject to the provisions of Section 2.2, a Member shall remain
eligible to defer Compensation hereunder and receive an
allocation of Company Deferrals for each Plan Year following his
initial year of participation in the Plan.
2.2 Cessation of Active Participation. Notwithstanding any
provision herein to the contrary, an individual who has become a
Member of the Plan shall cease to be entitled to defer
Compensation hereunder or receive an allocation of Company
Deferrals effective as of any date designated by the Committee.
Any such Committee action shall be communicated to the affected
individual prior to the effective date of such action. Further,
an individual who has become a Member of the Plan may cancel his
Compensation deferrals hereunder and his right to receive an
allocation of Company Deferrals, effective as of the Entry Date
of any subsequent Plan Year, by executing and delivering to the
Company the form prescribed by the Committee prior to such Entry
Date and within the time period prescribed by the Committee. An
individual described in the preceding provisions of this Section
2.2 may again become entitled to defer Compensation hereunder and
receive an allocation of Company Deferrals beginning on any
subsequent Entry Date selected by the Committee in its sole
discretion.
III.
Account Credits
3.1 Member Deferrals.
(a) For each payroll period in which a Member's
Deferred Compensation Contributions under the Retirement Savings
Plan are limited as a result of the limitations contained in
section 401(a)(17) and/or 402(g) of the Code, the Company shall
withhold from such Member's Compensation for such payroll period
and the Member shall defer hereunder the amount by which such
Member's Deferred Compensation Contributions to the Retirement
Savings Plan are reduced solely because of the application of
such limitations; provided, however, that any amount withheld and
deferred pursuant to this sentence shall be determined based upon
the assumption that the Member's election with respect to the
percentage rate of his Deferred Compensation Contributions under
the Retirement Savings Plan in effect during such payroll period
is equal to the percentage rate of his Deferred Compensation
Contributions in effect on the first day of the Plan Year in
which such payroll period occurs.
(b) For each Plan Year in which a Member's Deferred
Compensation Contributions under the Retirement Savings Plan are
limited as a result of the limitations contained in section
401(k)(3) and/or 415 of the Code, the Company shall withhold from
such Member's Compensation and the Member shall defer hereunder
an amount equal to the reduction in such Member's Deferred
Compensation Contributions to the Retirement Savings Plan as a
result solely of the application of such limitations.
(c) A Member's compensation deferrals shall become
effective as of the Entry Date which is coincident with or next
following the date the Member executes and files with the
Committee the form described in Section 2.1. A Member's
compensation deferrals shall remain in force and effect unless
and until such deferrals are to cease in accordance with the
provisions of Section 2.2. Compensation for a Plan Year not
deferred by a Member pursuant to the above paragraphs shall be
received by such Member in cash. Compensation deferrals made by
a Member shall be credited to such Member's Account as of the
date upon which the Compensation deferred would have been
received by such Member in cash had no deferral been made
pursuant to this Section 3.1.
3.2 Company Deferrals.
(a) As of the last day of each calendar month, the
Company shall credit a Member's Account with an amount which
equals 100% of the Compensation deferrals made by such Member
pursuant to Section 3.1(a) and (b) during such month not in
excess of 5% of such Member's Compensation for such month.
(b) As of the last day of each Plan Year, the Company
shall credit a Member's Account with an amount equal to the
difference, if any, between (i) the Incentive Plan Percentage for
such Plan Year multiplied by such Member's Compensation for such
Plan Year, and (ii) the Company Profit-Sharing Contribution
allocated to such Member's Company Contributions Account under
the Retirement Savings Plan for such Plan Year. Further, as of
the last day of each Plan Year in which the Company Matching
Contributions and/or Company Profit-Sharing Contributions under
the Retirement Savings Plan on behalf of a Member are limited as
a result of the limitations contained in section 401(m)(2) and/or
415 of the Code, the Company shall credit such Member's Account
with an amount equal to the reduction in such Member's share of
such contributions to the Retirement Savings Plan as a result
solely of the application of such limitations.
(c) As of the Effective Date, the Company may credit
the Account of an individual who is a Member on such date with
such amount, if any, as the Company shall determine in its sole
discretion. Such credits may be made on behalf of some of such
Members but not others, and such credits may vary in amount among
such individual Members.
3.3 Earnings Credits. As of each Valuation Date, the
Company shall credit a Member's Account with an amount that
equals 1% of the balance in such Account as of the next preceding
Valuation Date. So long as there is any balance in any Account,
such Account shall continue to receive credits pursuant to this
Section.
IV.
In-Service Distributions
In-service distributions shall not be permitted under the
Plan. Members shall not be permitted to make withdrawals from
the Plan prior to termination of employment with the Company and
its Affiliates. Members shall not, at any time, be permitted to
borrow from the Trust Fund. Following termination of employment
with the Company and its Affiliates, the amount credited to a
Member's Account shall be payable to such Member in accordance
with the provisions of Article V.
V.
Termination Benefits
5.1 Amount of Benefit. Upon termination of employment of a
Member with the Company and its Affiliates for any reason, the
Member, or, in the event of the death of the Member while
employed by the Company or an Affiliate, the Member's designated
beneficiary, shall be entitled to a benefit equal in value to the
balance in the Member's Account as of the Valuation Date next
preceding the date of the payment of such benefit pursuant to
Section 5.2.
5.2 Time and Form of Benefit Payment. A Member's benefit
under Section 5.1 shall be paid in a single lump sum, cash
payment on one of the following dates irrevocably elected by such
Member in writing on the form prescribed by the Committee on or
before the date he becomes a Member of the Plan:
(1) the first day of the second calendar month
following the month in which the Member's employment with
the Company and its Affiliates terminates; or
(2) February 1 of the year following the calendar year
in which the Member's employment with the Company and its
Affiliates terminates.
In the event such Member fails to timely elect the date upon
which his benefit payment is to be made, such benefit payment
shall be made at the time provided in clause (1) of the preceding
sentence.
5.3 Designation of Beneficiaries.
(a) Each Member shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in
the event of his death. Each such designation shall be made by
executing the beneficiary designation form prescribed by the
Committee and filing same with the Committee. Any such
designation may be changed at any time by execution of a new
designation in accordance with this Section.
(b) If no such designation is on file with the
Committee at the time of the death of the Member or such
designation is not effective for any reason as determined by the
Committee, then the designated beneficiary or beneficiaries to
receive such benefit shall be as follows:
(1) If a Member leaves a surviving spouse, his
benefit shall be paid to such surviving spouse;
(2) If a Member leaves no surviving spouse, his
benefit shall be paid to such Member's executor or
administrator, or to his heirs at law if there if no
administration of such Member's estate.
5.4 Payment of Benefits. To the extent the Trust Fund has
sufficient assets, the Trustee shall pay benefits to Members or
their beneficiaries, except to the extent the Company pays the
benefits directly and provides adequate evidence of such payment
to the Trustee. To the extent the Trustee does not or cannot pay
benefits out of the Trust Fund, the benefits shall be paid by the
Company. Any benefit payments made to a Member or for his
benefit pursuant to any provision of the Plan shall be debited to
such Member's Account. All benefit payments shall be made in
cash to the fullest extent practicable.
5.5 Unclaimed Benefits. In the case of a benefit payable
on behalf of a Member, if the Committee is unable to locate the
Member or beneficiary to whom such benefit is payable, upon the
Committee's determination thereof, such benefit shall be
forfeited to the Company. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Member or beneficiary to
whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be paid by the Company or
restored to the Plan by the Company.
VI.
Administration of the Plan
6.1 Committee Powers and Duties. The general
administration of the Plan shall be vested in the Committee. The
Committee shall supervise the administration and enforcement of
the Plan according to the terms and provisions hereof and shall
have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power,
authority, and duty:
(a) To make rules, regulations, and bylaws for the
administration of the Plan that are not inconsistent with
the terms and provisions hereof, and to enforce the terms of
the Plan and the rules and regulations promulgated
thereunder by the Committee;
(b) To construe in its discretion all terms,
provisions, conditions, and limitations of the Plan;
(c) To correct any defect or to supply any omission or
to reconcile any inconsistency that may appear in the Plan
in such manner and to such extent as it shall deem in its
discretion expedient to effectuate the purposes of the Plan;
(d) To employ and compensate such accountants,
attorneys, investment advisors, and other agents, employees,
and independent contractors as the Committee may deem
necessary or advisable for the proper and efficient
administration of the Plan;
(e) To determine in its discretion all questions
relating to eligibility;
(f) To determine whether and when there has been a
termination of a Member's employment with the Company and
its Affiliates, and the reason for such termination;
(g) To make a determination in its discretion as to
the right of any person to a benefit under the Plan and to
prescribe procedures to be followed by distributees in
obtaining benefits hereunder; and
(h) To receive and review reports from the Trustee as
to the financial condition of the Trust Fund, including its
receipts and disbursements.
6.2 Self-Interest of Members. No member of the Committee
shall have any right to vote or decide upon any matter relating
solely to himself under the Plan (including, without limitation,
Committee decisions under Article II) or to vote in any case in
which his individual right to claim any benefit under the Plan is
particularly involved. In any case in which a Committee member
is so disqualified to act and the remaining members cannot agree,
the Directors shall appoint a temporary substitute member to
exercise all the powers of the disqualified member concerning the
matter in which he is disqualified.
6.3 Claims Review. In any case in which a claim for Plan
benefits of a Member or beneficiary is denied or modified, the
Committee shall furnish written notice to the claimant within
ninety days (or within 180 days if additional information
requested by the Committee necessitates an extension of the
ninety-day period), which notice shall:
(a) State the specific reason or reasons for the
denial or modification;
(b) Provide specific reference to pertinent Plan
provisions on which the denial or modification is based;
(c) Provide a description of any additional material
or information necessary for the Member, his beneficiary, or
representative to perfect the claim and an explanation of
why such material or information is necessary; and
(d) Explain the Plan's claim review procedure as
contained herein.
In the event a claim for Plan benefits is denied or modified, if
the Member, his beneficiary, or a representative of such Member
or beneficiary desires to have such denial or modification
reviewed, he must, within sixty days following receipt of the
notice of such denial or modification, submit a written request
for review by the Committee of its initial decision. In
connection with such request, the Member, his beneficiary, or the
representative of such Member or beneficiary may review any
pertinent documents upon which such denial or modification was
based and may submit issues and comments in writing. Within
sixty days following such request for review the Committee shall,
after providing a full and fair review, render its final decision
in writing to the Member, his beneficiary or the representative
of such Member or beneficiary stating specific reasons for such
decision and making specific references to pertinent Plan
provisions upon which the decision is based. If special
circumstances require an extension of such sixty-day period, the
Committee's decision shall be rendered as soon as possible, but
not later than 120 days after receipt of the request for review.
If an extension of time for review is required, written notice of
the extension shall be furnished to the Member, beneficiary, or
the representative of such Member or beneficiary prior to the
commencement of the extension period.
6.4 Company to Supply Information. The Company shall
supply full and timely information to the Committee, including,
but not limited to, information relating to each Member's
Compensation, age, retirement, death, or other cause of
termination of employment and such other pertinent facts as the
Committee may require. The Company shall advise the Trustee of
such of the foregoing facts as are deemed necessary for the
Trustee to carry out the Trustee's duties under the Plan and the
Trust Agreement. When making a determination in connection with
the Plan, the Committee shall be entitled to rely upon the
aforesaid information furnished by the Company.
6.5 Indemnity. To the extent permitted by applicable law,
the Company shall indemnify and save harmless the Directors and
each member of the Committee against any and all expenses,
liabilities and claims (including legal fees incurred to defend
against such liabilities and claims) arising out of their
discharge in good faith of responsibilities under or incident to
the Plan. Expenses and liabilities arising out of willful
misconduct shall not be covered under this indemnity. This
indemnity shall not preclude such further indemnities as may be
available under insurance purchased by the Company or provided by
the Company under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, as such indemnities are
permitted under applicable law.
VII.
Administration of Funds
7.1 Payment of Expenses. All expenses incident to the
administration of the Plan and Trust, including but not limited
to, legal, accounting, Trustee fees, and expenses of the
Committee, may be paid by the Company and, if not paid by the
Company, shall be paid by the Trustee from the Trust Fund, if
any.
7.2 Trust Fund Property. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and
properties of any kind at any time received or held by the
Trustee, if any, shall be held for investment purposes as a
commingled Trust Fund pursuant to the terms of the Trust
Agreement. The Committee shall maintain one or more Accounts in
the name of each Member, but the maintenance of an Account
designated as the Account of a Member shall not mean that such
Member shall have a greater or lesser interest than that due him
by operation of the Plan and shall not be considered as
segregating any funds or property from any other funds or
property contained in the commingled fund. No Member shall have
any title to any specific asset in the Trust Fund, if any.
VIII.
Nature of the Plan
The Company intends and desires by the adoption of the Plan
to recognize the value to the Company of the past and present
services of employees covered by the Plan and to encourage and
assure their continued service with the Company by making more
adequate provision for their future retirement security. The
establishment of the Plan is, in part, made necessary by certain
benefit limitations which are imposed on the Retirement Savings
Plan by the Code. The Plan is intended to constitute an
unfunded, unsecured plan of deferred compensation for a select
group of management or highly compensated employees of the
Company. Plan benefits herein provided are to be paid out of the
Company's general assets. Nevertheless, subject to the terms
hereof and of the Trust Agreement, the Company may transfer money
or other property to the Trustee and the Trustee shall pay Plan
benefits to Members and their beneficiaries out of the Trust
Fund.
The Committee, in its sole discretion, may establish the
Trust and direct the Company to enter into the Trust Agreement
and adopt the Trust for purposes of the Plan. In such event, the
Company shall remain the owner of all assets in the Trust Fund
and the assets shall be subject to the claims of Company
creditors if the Company ever becomes insolvent. For purposes
hereof, the Company shall be considered "insolvent" if (a) the
Company is unable to pay its debts as they become due, or (b) the
Company is subject to a pending proceeding as a debtor under the
United Sates Bankruptcy Code (or any successor federal statute).
The chief executive officer of the Company and its board of
directors shall have the duty to inform the Trustee in writing if
the Company becomes insolvent. Such notice given under the
preceding sentence by any party shall satisfy all of the parties'
duty to give notice. When so informed, the Trustee shall suspend
payments to the Members and hold the assets for the benefit of
the Company's general creditors. If the Trustee receives a
written allegation that the Company is insolvent, the Trustee
shall suspend payments to the Members and hold the Trust Fund for
the benefit of the Company's general creditors, and shall
determine within the period specified in the Trust Agreement
whether the Company is insolvent. If the Trustee determines that
the Company is not insolvent, the Trustee shall resume payments
to the Members. No Member or beneficiary shall have any
preferred claim to, or any beneficial ownership interest in, any
assets of the Trust Fund.
IX.
Adopting Entities
It is contemplated that other corporations, associations,
partnerships or proprietorships may adopt this Plan and thereby
become the Company. Any such entity, whether or not presently
existing, may become a party hereto by appropriate action of its
officers without the need for approval of its board of directors
or noncorporate counterpart or of the Committee or the Directors;
provided, however, that such entity must be an Affiliate. The
provisions of the Plan shall apply separately and equally to each
Company and its employees in the same manner as is expressly
provided for Forest Oil Corporation and its employees, except
that the power to appoint or otherwise affect the Trustee and the
power to amend or terminate the Plan or amend the Trust Agreement
shall be exercised by the Committee alone. Transfer of
employment among Companies and Affiliates shall not be considered
a termination of employment hereunder. Any Company may, by
appropriate action of its officers without the need for approval
of its board of directors or noncorporate counterpart or the
Committee or the Directors, terminate its participation in the
Plan. Moreover, the Committee may, in its discretion, terminate
a Company's Plan participation at any time.
X.
Miscellaneous
10.1 Not Contract of Employment. The adoption and
maintenance of the Plan shall not be deemed to be a contract
between the Company and any person or to be consideration for the
employment of any person. Nothing herein contained shall be
deemed to give any person the right to be retained in the employ
of the Company or to restrict the right of the Company to
discharge any person at any time nor shall the Plan be deemed to
give the Company the right to require any person to remain in the
employ of the Company or to restrict any person's right to
terminate his employment at any time.
10.2 Alienation of Interest Forbidden. The interest of a
Member or his beneficiary or beneficiaries hereunder may not be
sold, transferred, assigned, or encumbered in any manner, either
voluntarily or involuntarily, and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge the
same shall be null and void; neither shall the benefits hereunder
be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person to whom such benefits or funds
are payable, nor shall they be an asset in bankruptcy or subject
to garnishment, attachment or other legal or equitable
proceedings.
10.3 Withholding. All Compensation deferrals and payments
provided for hereunder shall be subject to applicable withholding
and other deductions as shall be required of the Company under
any applicable local, state or federal law.
10.4 Amendment and Termination. The Committee may from time
to time, in its discretion, amend, in whole or in part, any or
all of the provisions of the Plan; provided, however, that no
amendment may be made that would impair the rights of a Member
with respect to amounts already allocated to his Account. The
Committee may terminate the Plan at any time. In the event that
the Plan is terminated, the balance in a Member's Account shall
be paid to such Member or his designated beneficiary in a single
lump sum, cash payment in full satisfaction of all of such
Member's or beneficiary's benefits hereunder.
10.5 Severability. If any provision of this Plan shall be
held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable and the Plan
shall be construed and enforced as if said illegal or invalid
provision had never been included herein.
10.6 Governing Laws. All provisions of the Plan shall be
construed in accordance with the laws of Colorado except to the
extent preempted by federal law.
EXECUTED this ______ day of ______________________, 1994
FOREST OIL CORPORATION
By:________________________________
Name:
Title:
Exhibit 11
FOREST OIL CORPORATION
Calculation of Loss Per Share of Common Stock
(Unaudited)
Three Months Ended Six Months Ended
_____________________ _____________________
June 30, June 30, June 30, June 30,
1994 1993 1994 1993
________ ________ ________ ________
(In Thousands Except Per Share Amounts)
Primary loss per share:
Net loss $(1,258) (938) (2,153) (3,327)
Less dividends payable on
Convertible Preferred Stock (540) (570) (1,080) (1,157)
_______ _______ _______ _______
Net loss attributable to common
stock for primary loss per share
calculation $(1,798) (1,508) (3,233) (4,484)
======= ======= ======= =======
Weighted average number of
common shares outstanding 28,071 17,603 28,039 16,224
======= ======= ======= =======
Primary loss per share $ (.06) (.09) (.12) (.28)
======= ======= ======= =======
Fully diluted loss per share:
Net loss attributable to
common stock, as above $(1,258) (938) (2,153) (3,327)
Add:
Interest expensed on 5-1/2%
Convertible Subordinated
Debentures - 103 - 206
Expenses related to the 5-1/2%
Convertible Subordinated
Debentures - 2 - 3
Less:
Additional Federal income
taxes - 36 - 71
_______ _______ _______ _______
Loss applicable to fully
diluted calculation $(1,258) (869) (2,153) (3,189)
======= ======= ======= =======
Common shares applicable to fully diluted calculation:
Weighted average number of
common shares outstanding,
as above 28,071 17,603 28,039 16,224
Add:
Weighted average number
of shares issuable upon
assumed conversion of
5-1/2% Convertible
Subordinated Debentures - 567 - 520
Weighted average number of
shares issuable upon assumed
conversion of Convertible
Preferred Stock 10,083 10,649 10,083 10,790
_______ _______ _______ _______
Common shares applicable to
fully diluted calculation 38,154 28,819 38,122 27,534
======= ======= ======= =======
Fully diluted loss per share* $ (.03) (.03) (.06) (.12)
======= ======= ======= =======
*The fully diluted loss per share is not presented in the Company's financial
statements because the effects of assumed exercises and conversions were
anti-dilutive.
