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Exhibit 4.1    
  


[EXECUTION COPY]  


 
 

FOURTH AMENDMENT TO COMBINED CREDIT AGREEMENTS    
  


        THIS FOURTH AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of October 8, 2002 (the "Amendment"), among
Forest Oil Corporation, a New York corporation (the "U.S. Borrower"), Canadian Forest Oil Ltd. and each other subsidiary of Canadian Forest which
becomes a "Borrower" (as defined in the Canadian Credit Agreement) under the Canadian Credit Agreement (the "Canadian Borrowers"), each of the lenders
that is a signatory to, or which becomes a signatory to, the U.S. Credit Agreement (together with its successors and assigns, the "U.S.
Lenders"), each of the lenders that is a signatory to, or which becomes a signatory to, the Canadian Credit Agreement (together with its successors and assigns, the
"Canadian Lenders", and together with the U.S. Lenders, the "Combined Lenders"), Bank of America,
N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of
Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (in
such capacity, together with its successors in such capacity, the "Global Administrative Agent"). 


W I T N E S S E T H:  


        1.    The
U.S. Borrower, Global Administrative Agent, the U.S. Syndication Agent, the U.S. Documentation Agent, and the U.S. Lenders are parties to that certain
Credit Agreement dated as of October 10, 2000, as previously amended (as previously amended, the ''U.S. Credit Agreement"), pursuant to
which the U.S. Lenders agreed to make loans to and extensions of credit on behalf of the U.S. Borrower. 


        2.    The
Canadian Borrowers, Global Administrative Agent, the Canadian Administrative Agent, the Canadian Syndication Agent, the Canadian Documentation Agent, and the Canadian
Lenders are parties to that certain Credit Agreement dated as of October 10, 2000, as previously amended (as previously amended, the "Canadian Credit
Agreement", and together with the U.S. Credit Agreement, the "Combined Credit Agreements"), pursuant to which the
Canadian Lenders agreed to make loans to and extensions of credit on behalf of the Canadian Borrowers. 


        3.    The
parties to the Combined Credit Agreements intend to amend the Combined Credit Agreements as follows: 


        NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: 


        I.    Amendments to U.S. Credit Agreement.


        A.    The
definition of "Indebtedness" in Section 1.1 of the U.S. Credit Agreement hereby is amended in its
entirety to read as follows: 



"    "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to Property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of Property or services
(excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or 



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acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations
of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent
or otherwise, of such Person in respect of bankers' acceptances, (j) all obligations of such Person with respect to any arrangement, directly or indirectly, whereby such Person or its
Subsidiaries shall sell or transfer any material asset, and whereby such Person or any of its Subsidiaries shall then or immediately thereafter rent or lease as lessee such asset or any part thereof,
(k) all recourse and support obligations of such Person or any of its
Subsidiaries with respect to the sale or discount of any of its accounts receivable, (l) all obligations of such Person with respect to Production Payments sold by such Person or any
prepayments for oil and gas production or other similar agreements, and (m) Net Liabilities of such Person under all Hedging Obligations;  provided, however, that, with respect to determining the amount of Indebtedness under  clause (a) or clause (b) above, any application of Financial
Accounting Standard
No. 133 which would have the effect of increasing or decreasing the principal amount of any obligation for borrowed money shall be disregarded. The Indebtedness of any Person shall include the
Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in
or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor." 




        II.    Effectiveness.    This Amendment shall become effective as of the date hereof when the Global Administrative
Agent shall have received counterparts hereof duly executed by the U.S. Borrower, the Canadian Borrowers, the Global Administrative Agent and at least the Required Lenders (or, in the case of
any party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party). 


        III.    Reaffirmation of Representations and Warranties.    To induce the Combined Lenders and the Global
Administrative Agent to enter into this Amendment, the U.S. Borrower and the Canadian Borrowers hereby reaffirm, as of the date hereof, the following: 



        (i)    The
representations and warranties of each Loan Party (as such term is defined in the U.S. Credit Agreement and the Canadian Credit Agreement, collectively, the
"Combined Loan Parties") set forth in the Combined Loan Documents to which it is a party are true and correct on and as of the date hereof (or, if
stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date). 


        (ii)  Each
of the U.S. Borrower and its Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 



        (iii)  The
execution, delivery and performance by U.S. Borrower of this Amendment and each other Combined Loan Document executed or to be executed by it, and the execution,
delivery and performance by each other Combined Loan Party of this Amendment and each other Combined Loan Document executed or to be executed by it, are within U.S. Borrower's and each such
Combined Loan Party's corporate, limited liability company and/or partnership powers, and have been duly authorized by all necessary corporate, limited liability company and/or partnership action, and
if required, stockholder, member and/or partner action. This Amendment and each other Combined Loan Document executed or to be executed by it has been duly executed and delivered by
U.S. Borrower and
constitutes, and this Amendment and each other Combined Loan Document executed or to be executed by any Combined Loan Party, when executed and delivered 



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by such Combined Loan Party, will constitute, a legal, valid and binding obligation of U.S. Borrower or such Combined Loan Party (as the case may be), enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law. 


        (iv)  The
execution, delivery and performance by the U.S. Borrower of this Amendment and each other Combined Loan Document executed or to be executed by it, and the
execution, delivery and performance by each other Combined Loan Party of this Amendment and each Loan Document executed or to be executed by such Combined Loan Party, (a) do not require any
Governmental Approval or third party approvals, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Combined Loan
Documents, (b) will not violate any applicable Governmental Rule or the Organic Documents of U.S. Borrower or any such Combined Loan Party or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement or other instrument binding upon U.S. Borrower or any such Combined Loan Party or its assets, or give rise to a
right thereunder to require any payment to be made by U.S. Borrower or any such Combined Loan Party, and (d) will not result in the creation or imposition of any Lien on any asset of
U.S. Borrower or any such Combined Loan Party except Liens created under the Combined Loan Documents. 


        (v)  No
Default under the Combined Loan Documents has occurred and is continuing and the U.S. Borrower is in compliance with the financial covenants set forth in  Article VI of the U.S. Credit
Agreement. 



        (vi)  No
event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. 




        IV.    Defined Terms.    Except as amended hereby, terms used herein when defined in the U.S. Credit Agreement
shall have the same meanings herein unless the context otherwise requires. 


        V.    Reaffirmation of Combined Credit Agreements.    This Amendment shall be deemed to be an amendment to the
Combined Credit Agreements, and the Combined Credit Agreements, as amended hereby, are hereby ratified, approved and confirmed in each and every respect. All references to the Combined Credit
Agreements herein and in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Combined Credit Agreements as amended hereby. 


        VI.    Governing Law.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  


        VII.    Severability of Provisions.    Any provision of this Amendment held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 


        VIII.    Counterparts.    This Amendment may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 


        IX.    Headings.    Article and section headings used herein are for convenience of reference only, are not part of
this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 


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        X.    Successors and Assigns.    This Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 


        XI.    No Oral Agreements.    THIS AMENDMENT, THE COMBINED CREDIT AGREEMENTS, AS AMENDED HEREBY, AND THE OTHER COMBINED LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


        THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  


[SIGNATURES BEGIN ON FOLLOWING PAGE]  


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        IN WITNESS WHEREOF, the U.S. Borrower, the Canadian Borrowers, the Combined Lenders, the Global Administrative Agent, and the other "agents" under the Combined Credit Agreements have
executed this Amendment as of the date first above written. 



	 	 	U.S. BORROWER

  
 FOREST OIL CORPORATION
	



 	

 	


 By:	



/s/  CAROLINE M. MCCLURG      
 Name: Caroline M. McClurg

Title: Treasurer
	

 	
 	
CANADIAN BORROWER

  
 CANADIAN FOREST OIL LTD.
	



 	

 	


 By:	



/s/  JOAN C. SONNEN      
 Name: Joan C. Sonnen

Title: Vice President




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	 	 	AGENTS AND COMBINED LENDERS

  

JPMORGAN CHASE BANK, successor to The Chase Manhattan Bank, as Global Administrative Agent and as a U.S. Lender
	

 	
 	

By:	

/s/  ROBERT C. MERTENSOTTO      
 Name: Robert C. Mertensotto

Title: Managing Director




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	 	 	BANK OF AMERICA, N.A., as U.S. Syndication Agent and as a U.S. Lender
	

 	
 	

By:	

    
 Name:

Title:




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	 	 	CITIBANK, N.A., as U.S. Documentation Agent and as a U.S. Lender
	

 	
 	

By:	

/s/  DOUGLAS A. WHIDDON      
 Name: Douglas A. Whiddon

Title: Attorney-in-Fact




S-4





 


	 	 	BANK OF MONTREAL, as a U.S. Lender
	

 	
 	

By:	

/s/  JAMES V. DUCOTE      
 Name: James V. Ducote

Title: Director




S-5





 


	 	 	TORONTO DOMINION (TEXAS), INC., as a U.S. Lender
	

 	
 	

By:	

/s/  JEAN K. PETTIT      
 Name: Jean K. Pettit

Title: Vice President




S-6





 


	 	 	ABN AMRO BANK N.V., as a U.S. Lender
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	

By:	

    
 Name:

Title:




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	 	 	BANK OF SCOTLAND, as a U.S. Lender
	

 	
 	

By:	

/s/  JOSEPH FRATUS      
 Name: Joseph Fratus

Title: First Vice President




S-8





 


	 	 	BANK ONE, NA (Main Office Chicago), as a U.S. Lender
	

 	
 	

By:	

/s/  SCOTT FOWLER      
 Name: Scott Fowler

Title: Director, Capital Markets




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	 	 	MERITA BANK PLC, as a U.S. Lender
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	

By:	

    
 Name:

Title:




S-10





 


	 	 	FORTIS CAPITAL CORP., as a U.S. Lender
	

 	
 	

By:	

/s/  CASEY LOWARY      
 Name: Casey Lowary

Title: Senior Vice President
	

 	
 	

By:	

/s/  DAVID MONTGOMERY      
 Name: David Montgomery

Title: Senior Vice President




S-11





 


	 	 	U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender
	

 	
 	

By:	

/s/  MATTHEW J. PURCHASE      
 Name: Matthew J. Purchase

Title: Assistant Vice President




S-12





 


	 	 	BNP PARIBAS, formerly Paribas, as a U.S. Lender
	

 	
 	

By:	

/s/  DAVID DODD      
 Name: David Dodd

Title: Director
	

 	
 	

By:	

/s/  BETSY JOCHER      
 Name: Betsy Jocher

Title: Vice President




S-13





 


	 	 	CREDIT AGRICOLE INDOSUEZ, as a U.S. Lender
	

 	
 	

By:	

/s/  PAUL A. DYTRYCH      
 Name: Paul A. Dytrych

Title: Vice President

          Senior Relationship Manager
	

 	
 	

By:	

/s/  PHILLIP J. SALTER      
 Name: Phillip J. Salter

Title: Vice President

          Sr. Relationship Manager




S-14





 


	 	 	CREDIT SUISSE FIRST BOSTON, as a U.S. Lender
	

 	
 	

By:	

/s/  JAMES P. MORAN      
 Name: James P. Moran

Title: Director
	

 	
 	

By:	

/s/  IAN W. NALITT      
 Name: Ian W. Nalitt

Title: Associate




S-15





 


	 	 	GENERAL ELECTRIC CAPITAL CORPORATION as a U.S. Lender
	

 	
 	

By:	

    
 Name:

Title:




S-16





 


	 	 	MIZUHO CORPORATE BANK, formerly The Fuji Bank, Limited, as a U.S. Lender

  
 MIZUHO CORPORATE BANK, formerly The Industrial Bank of Japan, Limited, New York Branch, as a U.S. Lender
	

 	
 	

By:	

/s/  HITOSHI SEJIMA      
 Name: Hitoshi Sejima

Title: Senior Vice President & Group Head




S-17





 


	 	 	THE BANK OF NEW YORK, as a U.S. Lender
	

 	
 	

By:	

/s/  PETER W. KELLER      
 Name: Peter W. Keller

Title: Vice President




S-18





 


	 	 	HIBERNIA NATIONAL BANK, as a U.S. Lender
	

 	
 	

By:	

/s/  DARIA MAHONEY      
 Name: Daria Mahoney

Title: Vice President




S-19





 


	 	 	UFJ BANK, formerly known as The Sanwa Bank, Limited, as a U.S. Lender
	

 	
 	

By:	

/s/  CLYDE L. REDFORD      
 Name: Clyde L. Redford

Title: Senior Vice President




S-20





 


	 	 	SOCIETE GENERALE, SOUTHWEST AGENCY, as a U.S. Lender
	

 	
 	

By:	

    
 Name:

Title:




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	 	 	ING CAPITAL LLC, as a U.S. Lender
	

 	
 	

By:	

/s/  RONALD SCHERPENHUIJSEN ROM      
 Name: Ronald Scherpenhuijsen Rom

Title: Managing Director




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	 	 	J.P. MORGAN BANK CANADA, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent
	

 	
 	

By:	

/s/  DREW MCDONALD      
 Name: Drew McDonald

Title: Vice President
	

 	
 	

By:	

    
 Name:

Title:




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	 	 	JPMORGAN CHASE BANK, TORONTO BRANCH, as a Canadian Lender
	

 	
 	

By:	

/s/  DREW MCDONALD      
 Name: Drew McDonald

Title: Vice President
	

 	
 	

By:	

    
 Name:

Title:




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	 	 	BANK OF MONTREAL, as Canadian Syndication Agent and as a Canadian Lender
	

 	
 	

By:	

    
 Name:

Title:




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	 	 	THE TORONTO-DOMINION BANK, as Canadian Documentation Agent and as a Canadian Lender
	

 	
 	

By:	

/s/  DEBBI L BRITO      
 Name: Debbi L Brito

Title: Asst. Mgr. Credit Administration & Compliance




S-26





 


	 	 	BANK OF AMERICA CANADA, as a Canadian Lender
	

 	
 	

By:	

    
 Name:

Title:




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Exhibit 4.1


FOURTH AMENDMENT TO COMBINED CREDIT AGREEMENTS