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Exhibit 4.17    
  


 
 

SECOND AMENDMENT TO COMBINED CREDIT AGREEMENTS    
  


        THIS SECOND AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of April 3, 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.    Sections 7.1(a)(ii) and (iii) of the U.S. Credit Agreement hereby are
amended in their entirety to read as follows: 



"
(ii) (A) Senior Notes in an aggregate principal amount not to exceed at any one time U.S.$675,000,000; and (B) Subordinated Debt with an aggregate principal amount outstanding not to exceed
the sum of U.S.$200,000,000 less any increase in the principal amount of Subordinated Indebtedness-101/2% Senior Subordinated
Notes not otherwise permitted under Section 7.1(a)(iii) in excess of the principal amount for such notes set forth on  Schedule 7.1(a);


        (iii)  Indebtedness
existing on the date hereof and set forth in Schedule 7.1(a), and any Indebtedness
("Refinancing Indebtedness") issued in exchange for or the proceeds of which are used to repay, refund, refinance or discharge or otherwise retire any
Indebtedness set forth on Schedule 7.1(a) ("Refinanced Indebtedness"),  provided that such Refinancing
Indebtedness (A) shall not exceed the principal amount (other than through the capitalization of premiums, fees,
expenses and interest on the Refinanced Indebtedness) of the Refinanced Indebtedness as of the date of 






 





this Agreement, (B) is subordinated upon terms and conditions substantially identical to the Refinanced Indebtedness, and (C) shall not contain terms and conditions materially more
onerous to Borrower and its Restricted Subsidiaries than those contained in the Refinanced Indebtedness;". 




        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 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 



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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. 



        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/  DONALD H. STEVENS      

	 	 	 	 	Name:	 	Donald H. Stevens
	 	 	 	 	Title:	 	Vice President and 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




S-2





 


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

 	
 	

By:	
 	

/s/  RICHARD L. STEIN      

	 	 	 	 	Name:	 	Richard L. Stein
	 	 	 	 	Title:	 	Principal




S-3





 


	 	 	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/  JILL HALL      

	 	 	 	 	Name:	 	Jill Hall
	 	 	 	 	Title:	 	Vice President




S-6





 


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

 	
 	

By:	
 	

/s/  FRANK R. RUSSO, JR.      

	 	 	 	 	Name:	 	Frank R. Russo, Jr.
	 	 	 	 	Title:	 	Group Vice President
	

 	
 	

By:	
 	

/s/  JEFFERY G. WHITE      

	 	 	 	 	Name:	 	Jeffery G. White
	 	 	 	 	Title:	 	Vice President




S-7





 


	 	 	BANK OF SCOTLAND, as a U.S. Lender
	

 	
 	

By:	
 	

/s/  JOSEPH FRATUS      

	 	 	 	 	Name:	 	Joseph Fratus
	 	 	 	 	Title:	 	Vice President




S-8





 


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

 	
 	

By:	
 	

/s/  STEPHEN LESCHER      

	 	 	 	 	Name:	 	Stephen Lescher
	 	 	 	 	Title:	 	Director, Capital Markets




S-9





 


	 	 	CHRISTIANIA BANK OG KREDITKASSE, ASA NEW YORK BRANCH, as a U.S. Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




S-10





 


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

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




S-11





 


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

 	
 	

 
	

 	
 	

By:	
 	

/s/  CAROLINE M. MCCLURG      

	 	 	 	 	Name:	 	Caroline M. McClurg
	 	 	 	 	Title:	 	Vice President




S-12





 


	 	 	BNP 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/  BRIAN KNEZEAR      

	 	 	 	 	Name:	 	Brian Knezear
	 	 	 	 	Title:	 	First Vice President
	

 	
 	

By:	
 	

/s/  MICHAEL D. WILLIS      

	 	 	 	 	Name:	 	Michael D. Willis
	 	 	 	 	Title:	 	Vice President




S-14





 


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

 	
 	

By:	
 	

/s/  PAUL L. COLÓN      

	 	 	 	 	Name:	 	Paul L. Colón
	 	 	 	 	Title:	 	Vice President
	

 	
 	

By:	
 	

/s/  VANESSA GOMEZ      

	 	 	 	 	Name:	 	Vanessa Gomez
	 	 	 	 	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
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




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





 


	 	 	THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH, as a U.S. Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




S-20





 


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

 	
 	

By:	
 	

/s/  CLYDE L. REDFORD      

	 	 	 	 	Name:	 	Clyde L. Redford
	 	 	 	 	Title:	 	Senior Vice President




S-21





 


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

 	
 	

By:	
 	

/s/  CARY HUGHES      

	 	 	 	 	Name:	 	Cary Hughes
	 	 	 	 	Title:	 	Director




S-22





 


	 	 	ING CAPITAL LLC, as a U.S. Lender
	

 	
 	

By:	
 	

/s/  RONALD SCHERPENHUIJSEN ROM      

	 	 	 	 	Name:	 	Ronald Scherpenhuijsen Rom
	 	 	 	 	Title:	 	Managing Director




S-23





 


	 	 	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:	
 	

/s/  CHRISTINE CHAN      

	 	 	 	 	Name:	 	Christine Chan
	 	 	 	 	Title:	 	Vice President




S-24





 


	 	 	JPMORGAN CHASE BANK, TORONTO BRANCH, as a Canadian Lender
	

 	
 	

By:	
 	

/s/  DREW MCDONALD      

	 	 	 	 	Name:	 	Drew McDonald
	 	 	 	 	Title:	 	Vice President
	

 	
 	

By:	
 	

/s/  CHRISTINE CHAN      

	 	 	 	 	Name:	 	Christine Chan
	 	 	 	 	Title:	 	Vice President




S-25





 


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

 	
 	

By:	
 	

/s/  JAMES V. DUCOTE      

	 	 	 	 	Name:	 	James V. Ducote
	 	 	 	 	Title:	 	Director




S-26





 


	 	 	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. Corporate Credit & Compliance




S-27





 


	 	 	BANK OF AMERICA CANADA, as a Canadian Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




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Exhibit 4.17


SECOND AMENDMENT TO COMBINED CREDIT AGREEMENTS