SHAREHOLDERS AGREEMENT (this "Agreement") dated as of July 10,
2000, among Forcenergy Inc, a Delaware corporation ("Forcenergy"), and
The Anschutz Corporation ("Shareholder").
WHEREAS, Shareholder desires that Forcenergy, Forest Oil Corporation, a
New York corporation ("Forest"), and Forest Acquisition I Corporation, a
Delaware corporation and wholly owned subsidiary of Forest ("Forest Sub"), enter
into an Agreement and Plan of Merger dated the date hereof (as the same may be
amended or supplemented, the "Merger Agreement"; capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement)
providing for the merger of Forest Sub with and into Forcenergy (the "Merger")
upon the terms and subject to the conditions set forth in the Merger Agreement;
and
WHEREAS, Shareholder is executing this Agreement as an inducement to
Forcenergy to enter into and execute the Merger Agreement;
NOW, THEREFORE, in consideration of the execution and delivery by
Forcenergy of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES. (a) Shareholder represents and
warrants to Forcenergy as follows:
(i) Shareholder is the record and beneficial owner of, or is
the sole trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of, the number of shares of
common stock, par value $0.10 per share, of Forest (the "Common Stock")
set forth opposite Shareholder's name on SCHEDULE A hereto (such shares
of Common Stock, together with any other shares of Common Stock
acquired after the date hereof (including through the exercise of any
stock options, warrants or similar instruments) being collectively
referred to herein as the "Subject Shares"). Except for the Subject
Shares, Shareholder is not the record or beneficial owner of any shares
of Common Stock, preferred stock or other capital stock of Forest.
Shareholder has the sole right to vote and Transfer (as defined below
in Section 3(a)) the Subject Shares set forth opposite its name on
SCHEDULE A hereto, and none of such Subject Shares is subject to any
voting trust or other agreement, arrangement or restriction with
respect to the voting or the Transfer of the Subject Shares.
Shareholder has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. To
the extent that Shareholder is an entity and not an individual,
Shareholder is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization. The execution and
delivery of this Agreement by Shareholder and the consummation by
Shareholder of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of Shareholder. This
Agreement has been duly executed and delivered by, and constitutes a
valid and binding agreement of, Shareholder, enforceable against
Shareholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or other similar laws
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and except that the availability of equitable remedies, including
specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought.
(ii) Neither the execution and delivery of this Agreement nor
the consummation by Shareholder of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with,
any contract, trust, commitment, agreement, understanding, arrangement
or restriction of any kind to which Shareholder is a party or bound or
to which the Subject Shares are subject. No trust of which Shareholder
is a trustee requires the consent of any beneficiary to the execution
and delivery of this Agreement or to the consummation of the
transactions contemplated hereby. Consummation by Shareholder of the
transactions contemplated hereby will not violate, or require any
consent, approval or notice under, any provision of any judgment,
order, decree, statute, law, rule or regulation applicable to
Shareholder or the Subject Shares, except for any necessary filing
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976.
(iii) The Subject Shares and the certificates representing
such Shares are now, and at all times during the term hereof will be,
held by Shareholder, or by a nominee or custodian for the benefit of
Shareholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or
any other encumbrances whatsoever, except for any such encumbrances or
proxies arising hereunder or under the existing terms of a trust of
which Shareholder is the trustee.
(iv) No broker, investment banker, financial adviser or other
person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of
Shareholder.
(v) Shareholder understands and acknowledges that Forcenergy
is entering into the Merger Agreement in reliance upon such
Shareholder's execution and delivery of this Agreement.
(b) Forcenergy represents and warrants to Shareholder that the
execution and delivery of this Agreement by Forcenergy and the consummation by
Forcenergy of the transactions contemplated hereby have been duly authorized by
all necessary action on the part of Forcenergy.
2. VOTING AGREEMENTS. Shareholder agrees with, and covenants to,
Forcenergy that at any meeting of shareholders of Forest called to vote upon the
Share Issuance or at any adjournment thereof or in any other circumstances upon
which a vote, consent or other approval (including by written consent) with
respect to the Share Issuance is sought, Shareholder shall, including by
executing a written consent solicitation if requested by Forcenergy, vote (or
cause to be voted) the Subject Shares in favor of the Share Issuance.
3. COVENANTS. Shareholder agrees with, and covenants to,
Forcenergy as follows:
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(a) Shareholder shall not (i) sell, transfer, pledge, assign
or otherwise dispose of (including by gift) (collectively, "Transfer"),
or consent to any Transfer of, any Subject Shares or any interest
therein, except pursuant to the Merger, (ii) enter into any contract,
option or other agreement or understanding (including any profit
sharing or other derivative arrangement) with respect to any Transfer
of any or all of the Subject Shares or any interest therein, (iii)
grant any proxy, power-of-attorney or other authorization in or with
respect to the Subject Shares, except for this Agreement or (iv)
deposit the Subject Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Subject Shares; PROVIDED,
that Shareholder may Transfer any of the Subject Shares to any family
member of Shareholder or charitable institution which prior to the
Forest Shareholders Meeting and prior to such transfer becomes a party
to this Agreement bound by all the obligations of a "Shareholder"
hereunder; PROVIDED, HOWEVER, that Shareholder shall not transfer any
Subject Shares pursuant to the preceding proviso if any such transfer,
either alone or in the aggregate with other transfers by other persons
who may be affiliates of Forest, would preclude Forest's ability to
account for the business combination to be effected by the Merger as a
pooling of interests.
(b) Shareholder shall not, nor shall it permit any investment
banker, attorney or other adviser or representative of Shareholder to,
directly or indirectly, (i) solicit, initiate or encourage the
submission of, any Takeover Proposal or (ii) participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Takeover Proposal. Without
limiting the foregoing, it is understood that any violation of the
restrictions set forth in the preceding sentence by an investment
banker, attorney or other adviser or representative of Shareholder,
whether or not such person is purporting to act on behalf of
Shareholder or otherwise, shall be deemed to be in violation of this
Section 3(b) by Shareholder.
4. CERTAIN EVENTS. Shareholder agrees that this Agreement and the
obligations hereunder shall attach to Shareholder's Subject Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation Shareholder's heirs, guardians, administrators or successors. In the
event of any stock split, stock dividend, merger, reorganization,
recapitalization or other change in the capital structure of Forest affecting
the Common Stock or the acquisition of additional shares of Common Stock or
other voting securities of Forest by Shareholder, the number of Shares listed on
SCHEDULE A beside the name of Shareholder shall be adjusted appropriately and
this Agreement and the obligations hereunder shall attach to any additional
shares of Common Stock or other voting securities of Forest issued to or
acquired by Shareholder.
5. STOP TRANSFER. Shareholder agrees and understands that Forest
may refuse to register the transfer of any certificate representing any Subject
Shares, unless such transfer is made in compliance with this Agreement.
6. SHAREHOLDER CAPACITY. No person executing this Agreement who
is or becomes during the term hereof a director of Forest makes any agreement or
understanding herein in his
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or her capacity as such director. Shareholder signs solely in Shareholder's
capacity as the record and beneficial owner of, or the trustee of a trust whose
beneficiaries are the beneficial owners of, such Shareholder's Subject Shares.
7. FURTHER ASSURANCES. Shareholder shall, upon request of
Forcenergy, execute and deliver any additional documents and take such further
actions as may reasonably be deemed by Forcenergy to be necessary or desirable
to carry out the provisions hereof.
8. TERMINATION. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the first to occur of (i) the
Effective Time of the Merger or (ii) the date upon which the Merger Agreement is
terminated in accordance with its terms.
9. MISCELLANEOUS.
(a) All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally or sent by overnight courier (providing proof of
delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice): (i) if to Forcenergy, to the
appropriate address set forth in Section 9.5 of the Merger Agreement; and (ii)
if to Shareholder, to the address set forth on SCHEDULE A hereto.
(b) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(c) This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective as to Shareholder when one or more counterparts have been signed by
each of Forcenergy and Shareholder and delivered to Forcenergy and Shareholder.
(d) This Agreement (including the documents and instruments
referred to herein) constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof, and this Agreement is not intended to
confer upon any other person any rights or remedies hereunder.
(e) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
(f) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior written
consent of the other parties, except by laws of descent or as expressly provided
by Section 3(a). Any assignment in violation of the foregoing shall be void.
(g) Shareholder agrees that irreparable damage to Forcenergy would
occur and that Forcenergy would not have any adequate remedy at law in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that Forcenergy shall be entitled to an injunction or injunctions to prevent
breaches by Shareholder of this Agreement and to enforce specifically the
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terms and provisions of this Agreement in any Federal court located in the State
of New York, City of New York, Borough of Manhattan or in any New York state
court located in the City of New York, Borough of Manhattan, this being in
addition to any other remedy to which it may be entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of New York,
City of New York, Borough of Manhattan or any New York state court located in
the City of New York, Borough of Manhattan in the event any dispute arises out
of this Agreement or any of the transactions contemplated hereby, (ii) agrees
that such party will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court and (iii) agrees that such
party will not bring any action relating to this Agreement or any of the
transactions contemplated hereby in any court other than a Federal court located
in the State of New York, City of New York, Borough of Manhattan or any New York
state court located in the City of New York, Borough of Manhattan.
(h) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions herein and the
application thereof to any other circumstances shall remain in full force and
effect, shall not in any way be affected, impaired or invalidated, and shall be
enforced to the fullest extent permitted by law.
(i) No amendment, modification or waiver in respect of this
Agreement shall be effective against any party unless it shall be in writing and
signed by such party.
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IN WITNESS WHEREOF, Forcenergy Inc and The Anschutz Corporation have
caused this Agreement to be duly executed and delivered as of the date first
written above.
FORCENERGY INC
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Executive Officer
THE ANSCHUTZ CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Operating
Officer
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SCHEDULE A
SHAREHOLDER NAME/ADDRESS NUMBER OF SHARES OF COMMON STOCK
------------------------ --------------------------------
THE ANSCHUTZ CORPORATION
2400 Qwest Tower 19,734,688
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
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