exv4w1



 





Exhibit 4.1




SECOND AMENDMENT TO

RIGHTS AGREEMENT




          This Second Amendment (the “Second Amendment”) to the Rights Agreement (the “Rights
Agreement”) is made and entered into as of January 7, 2007 between The Houston Exploration Company,
a Delaware corporation (the “Company”), and The Bank of New York, as Rights Agent (the “Rights
Agent”).




WITNESSETH:




          WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;




          WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may supplement or amend
the Rights Agreement;




          WHEREAS, the Company proposes to enter into the Agreement and Plan of Merger by and among
Forest Oil Corporation (“Parent”), a New York corporation, MJCO Corporation (“Merger Sub”), a
Delaware corporation and the Company to be dated on or about the date of this Second Amendment (the
“Merger Agreement”);




          WHEREAS, the Board of Directors of the Company has determined that the Merger Agreement and
the transactions contemplated thereby are advisable and in the best interests of the stockholders
of the Company;




          WHEREAS, the Board of Directors of the Company has determined, in connection with its
contemplation of the Merger Agreement and the transactions contemplated thereby, that it is
desirable to amend the Rights Agreement to exempt the Merger Agreement and the transactions
contemplated thereby from the application of the Rights Agreement; and




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          NOW, THEREFORE, in consideration of the foregoing, the terms and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




          1. Defined Terms. Capitalized terms used herein but not defined herein shall have the
respective meanings set forth in the Rights Agreement.




          2. Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended
and supplemented by adding the following sentence as the final sentence of such section:





Notwithstanding anything in this Agreement to the contrary, none of
Forest Oil Corporation, a New York corporation (“Parent”), MJCO
Corporation, a Delaware corporation (“Merger Sub”), nor any of their
respective Affiliates or Associates shall become or be deemed to
become an Acquiring Person in connection with or as a result of the
public announcement, public disclosure, approval, amendment,
execution, delivery, adoption or performance of the Agreement and
Plan of Merger dated as of January 7, 2007, among Parent, Merger Sub
and the Company (as it may be amended or supplemented from time to
time, the “Merger Agreement”), any voting agreement referenced in
Section 4.26 of the Merger Agreement (each, a “Voting Agreement”) or
the consummation of the First Merger (as defined in the Merger
Agreement) or any other transactions contemplated thereby; provided,
however, that any Person who would otherwise be deemed to be an
Acquiring Person
under this Section 1(a) but who is not deemed to be an Acquiring
Person pursuant to the preceding clause of this sentence shall be an
Acquiring Person at such time as such Person shall become the
Beneficial Owner of additional shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by the Company
on the outstanding Common Stock or pursuant to a split or
subdivision of the outstanding Common Stock), unless, upon becoming
the Beneficial Owner of such additional shares of Common Stock, such
Person is not then the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding.



          3. Amendment to Section 1(bb). Section 1(bb) of the Rights Agreement is hereby
amended and supplemented by adding the following sentence as the final sentence of such section:




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Notwithstanding anything in this Agreement to the contrary, a Stock
Acquisition Date shall not occur or be deemed to occur in connection
with or as a result of the public announcement, public disclosure,
approval, amendment, execution, delivery, adoption or performance of
the Merger Agreement, a Voting Agreement or the consummation of the
First Merger or any other transactions contemplated thereby.



          4. Amendment to Section 3(a). Section 3(a) of the Rights Agreement is hereby amended
and supplemented by adding the following sentence as the final sentence of such section:





Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not occur or be deemed to occur in
connection with or as a result of the public announcement, public
disclosure, approval, amendment, execution, delivery, adoption or
performance of the Merger Agreement, a Voting Agreement or the
consummation of the First Merger or any other transactions
contemplated thereby.



          5. Amendment to Section 7(a)(i). Section 7(a)(i) of the Rights Agreement is hereby
amended to read in its entirety as follows:





the first to occur of (1) the moment immediately prior to the
“Merger I Effective Time” (as defined in the Merger Agreement) or
(2) the Close of Business on August 12, 2014 (either such time, the
“Final Expiration Date”),



          6. Amendment to Section 11(a)(ii). Section 11(a)(ii) of the Rights Agreement is
hereby amended and supplemented by adding the following sentence as the final sentence of such
section:





Notwithstanding anything in this Agreement to the contrary, a
Flip-In Event shall not occur or be deemed to occur in connection
with or as a result of the public announcement, public disclosure,
approval, amendment, execution, delivery, adoption or
performance of the Merger Agreement, a Voting Agreement or the
consummation of the First Merger or any other transactions
contemplated thereby.



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          7. Amendment to Section 11(a)(iii). Section 11(a)(iii) of the Rights Agreement is
hereby amended and supplemented by adding the following sentence as the final sentence of such
section:





Notwithstanding anything in this Agreement to the contrary, a
Section 11(a)(ii) Trigger Date shall not occur or be deemed to occur
in connection with or as a result of the public announcement, public
disclosure, approval, amendment, execution, delivery, adoption or
performance of the Merger Agreement, a Voting Agreement or the
consummation of the First Merger or any other transactions
contemplated thereby.



          8. Amendment to Section 13. Section 13 of the Rights Agreement is hereby amended and
supplemented by adding the following Section 13(f) as the final subsection of such section,
immediately following Section 13(e):





(f) Notwithstanding anything in this Agreement to the contrary, the
provisions of this Section 13 shall have no force or effect with
respect to the public announcement, public disclosure, approval,
amendment, execution, delivery, adoption or performance of the
Merger Agreement, a Voting Agreement or the consummation of the
First Merger or any other transactions contemplated thereby.



          9. Effect of Amendment. Except as expressly set forth herein, the terms and
provisions of the Rights Agreement remain in full force and effect and are hereby ratified and
confirmed. References in any agreement, instrument or other document to the Rights Agreement shall
be deemed to be a reference to the Rights Agreement as amended hereby.




          10. Effective Date. This Second Amendment shall be effective immediately upon
execution by the Company.




          11. Governing Law. This Second Amendment shall be governed by the laws of the State
of Delaware.




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          12. Counterparts. This Second Amendment may be executed in one or more counterparts,
each of which shall be deemed an original for all purposes and all of which together shall
constitute one and the same agreement.




          13. Severability. If any term, provision, covenant or restriction of this Second
Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Second
Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.




          14. Waiver of Notice. By executing this Second Amendment, the Company and the Rights
Agent hereby waive any notice requirement under the Rights Agreement pertaining to the matters
addressed herein.




[Signature Page Follows]




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IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment to be executed and
delivered by its duly authorized officer as of the date first above written.




	 	 	 	 	 
	 	THE HOUSTON EXPLORATION COMPANY

 	 
	 	By:  	/s/  William G. Hargett
 	 
	 	 	Name:  	William G. Hargett 	 
	 	 	Title:  	Chairman, President and
Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	/s/  William F. Powers
 	 
	 	 	Name:  	William F. Powers 	 
	 	 	Title:  	Assistant Vice President