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AMENDMENT NO. 3 TO
RIGHTS AGREEMENT
This AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "AMENDMENT") is entered into
by FOREST OIL CORPORATION, a New York corporation (the "COMPANY"), and
CHASEMELLON SHAREHOLDER SERVICES L.L.C., a New York limited liability company,
as rights agent (the "RIGHTS AGENT"), this 1st day of September, 1998.
The Company and the Rights Agent entered into a Rights Agreement dated as
of October 14, 1993 and amended as of July 27, 1995 and July 25, 1998 (the
"RIGHTS AGREEMENT").
The Board of Directors of the Company (the "BOARD"), in approving an
amendment to the Shareholders Agreement dated as of July 27, 1995 between the
Company and The Anschutz Corporation ("PURCHASER"), as amended (the
"SHAREHOLDERS AGREEMENT"), also approved certain amendments to the Rights
Agreement; and
NOW, THEREFORE, the parties agree as follows:
1. Notwithstanding any other provision of the Rights Agreement (a) the
acquisition by the Purchaser or any of its Affiliates (as defined in the Rights
Agreement) of any shares of capital stock of the Company or any securities
convertible into or exchangeable or exercisable for any shares of capital stock
of the Company, any rights to subscribe for or to purchase, any options for the
purchase of, and any calls, commitments or claims of any character relating to
shares of capital stock of the Company or any securities convertible into or
exchangeable or exercisable for any of the foregoing (collectively, "Equity
Securities") and the "beneficial ownership" (as defined in the Rights Agreement)
by any of the Purchaser and its Affiliates of any Equity Securities, in each
case to the extent, and only to the extent, such acquisition or beneficial
ownership is not expressly prohibited by the Shareholders Agreement, will not
cause or permit the Rights to become exercisable, the Rights to be separated
from the stock certificates to which they are attached or any provision of the
Rights Agreement to apply to the Purchaser or any other person by reason of or
in connection with the acquisition or "beneficial ownership" of any Equity
Securities by the Purchaser or any of its affiliates, including, without
limitation, the designation of the Purchaser or any other person as an Acquiring
Person (as defined in the Rights Agreement), the occurrence of a Distribution
Date (as defined in the Rights Agreement) and the occurrence of a Shares
Acquisition Date (as defined in the Rights Agreement), and (b) for purposes of
this Rights Agreement, none of the Purchaser and its Affiliates shall at any
time be deemed to be the Beneficial Owner (as defined in the Rights Agreement)
of any Equity Securities to the extent, and only to the extent, Purchaser's
beneficial ownership of such Equity Securities is not expressly prohibited by
the Shareholders Agreement.
2. Except as otherwise amended herein, all provisions of the Rights
Agreement shall remain in full force and effect and shall be binding upon the
parties hereto.
3. This Amendment may be executed in any number of counterparts, each of
such shall be deemed an original, but all of which together shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers, each of whom is duly authorized, as
of the date first written above.
FOREST OIL CORPORATION
By: /s/ Daniel L. McNamara
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Name: DANIEL L. McNAMARA
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Title: Secretary
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CHASEMELLON SHAREHOLDER SERVICES L.L.C.
By: /s/ James E. Hagan
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Name: JAMES E. HAGAN
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Title: Vice President
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