Exhibit 10.1


 


NINTH AMENDMENT TO COMBINED CREDIT AGREEMENTS


 


THIS NINTH
AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of June 22, 2004 (the “Amendment”),
among Forest Oil Corporation, a New York corporation (the “U.S. Borrower”),
Canadian Forest Oil Ltd. (“Canadian Forest”) 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,
JPMorgan Chase Bank, Toronto Branch, successor to 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.                                         Amendment
to U.S. Credit Agreement.


 


Section 7.1(c)(i) of the U.S. Credit Agreement
is amended by deleting the reference to “U.S.$150,000,000” and inserting in
lieu thereof “U.S.$200,000,000”.


 


II.                                     Effectiveness.  This Amendment shall become effective as of
the date (the “Effective Date”) when the Global Administrative Agent
shall have received counterparts hereof


 

















 


duly executed by the U.S.
Borrower, the Canadian Borrowers, the Global Administrative Agent, the Canadian
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 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,


 


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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 undersigned 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 BORROWERS

  
	
   

  	
   

  
	
   

  	
  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, as a U.S. Lender and as a
  Technical 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, as a U.S. Lender and as a Technical Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  :  /s/RICHARD
  L. STEIN

  
	
   

  	
  Name:

  	
  Richard L.
  Stein

  
	
   

  	
  Title:

  	
  Principal

  
				



 


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

  U.S. Lender and as a Technical Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  :  /s/
  JORONNE JETER

  
	
   

  	
  Name:

  	
  Joronne
  Jeter

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  
				



 


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  BANK OF MONTREAL, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  :  /s/
  J.B. WHITMORE

  
	
   

  	
  Name:

  	
  J.B.
  Whitmore

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


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  TORONTO DOMINION (TEXAS), INC., as a

  U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  :  /s/
  NEVA NESBITT

  
	
   

  	
  Name:

  	
  Neva Nesbitt

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  :  /s/
  JOHN D. REED

  
	
   

  	
  Name:

  	
  John D. Reed

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ QUANDRA L. KELLEY

  
	
   

  	
  Name:

  	
  Quandra L.
  Kelley

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
						



 


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  BANK OF SCOTLAND, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KAREN WORKMAN

  
	
   

  	
  Name:

  	
  Karen
  Workman

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TOM K. MARTIN

  
	
   

  	
  Name:

  	
  Tom K.
  Martin

  
	
   

  	
  Title:

  	
  Associate
  Director

  
				



 


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  MERITA BANK PLC, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEIRDRE SANBORN

  
	
   

  	
  Name:

  	
  Deirdre
  Sanborn

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DARRELL W. HOLLEY

  
	
   

  	
  Name:

  	
  Darrell W.
  Holley

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  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

  
				



 


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  THE BANK OF NOVA SCOTIA, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NADINE BELL

  
	
   

  	
  Name:

  	
  Nadine Bell

  
	
   

  	
  Title:

  	
  Senior
  Manager

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL L. COLON

  
	
   

  	
  Name:

  	
  Paul L.
  Colon

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ VANESSA GOMEZ

  
	
   

  	
  Name:

  	
  Vanessa
  Gomez

  
	
   

  	
  Title:

  	
  Associate

  
				



 


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  COMPASS BANK, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN M. FALBO

  
	
   

  	
  Name:

  	
  John M.
  Falbo

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
				



 


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  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:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN N. WATT

  
	
   

  	
  Name:

  	
  John N. Watt

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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  HIBERNIA NATIONAL BANK, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/D. MAHONEY

  
	
   

  	
  Name:

  	
  Daria
  Mahoney

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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  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

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOSH ROGERS

  
	
   

  	
  Name:

  	
  Josh Rogers

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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  ING CAPITAL LLC, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SUBHA PASUMARTI

  
	
   

  	
  Name:

  	
  Subha
  Pasumarti

  
	
   

  	
  Title:

  	
  Director

  
				



 


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  COMERICA BANK, successor by merger with Comerica Bank-Texas,
  as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ PETER L. SEFZIK

  
	
   

  	
  Name:

  	
  Peter L.
  Sefzik

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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  JPMORGAN CHASE BANK, TORONTO BRANCH, as
  Canadian Administrative Agent and as a Canadian Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. MCDONALD

  
	
   

  	
  Name:

  	
  Drew McDonald

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.B. WHITMORE

  
	
   

  	
  Name:

  	
  J.B.
  Whitmore

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. BRITO

  
	
   

  	
  Name:

  	
  Debbi Brito

  
	
   

  	
  Title:

  	
  Assistant
  Manager,

  Corporate Credit Compliance

  
				



 


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  BANK OF AMERICA, N.A., Canada Branch, as a
  Canadian Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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  WASHINGTON MUTUAL BANK,  FA, as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID W. PHILLIPS

  
	
   

  	
  Name:

  	
  David W.
  Phillips

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 


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