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Document Preview Senior Secured Credit Facility Commitment Letter |
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Title: |
Senior Secured Credit Facility Commitment Letter |
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Date: |
2007 |
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Preview shows 5KB of 18KB total |
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Price: |
$41 |
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ID: |
#2785800 |
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Forest Oil Corporation
Senior Secured Credit Facility
Commitment Letter
January 5, 2007
Forest Oil Corporation
707 Seventeenth Street, Suite 3600
Denver, Colorado 80202
Ladies and Gentlemen:
You (the "Borrower") have requested that J.P. Morgan Securities Inc. ("JPMorgan") agree to structure, arrange and syndicate a senior revolving credit facility in an aggregate amount of up to $1,400,000,000 (the "Facility"), and that JPMorgan Chase Bank, N.A. ("JPMCB"), commit to provide the entire principal amount of the Facility and to serve as global administrative agent for the Facility.
JPMorgan is pleased to advise you that it is willing to act as exclusive advisor, lead arranger, and sole bookrunner for the Facility.
Furthermore, JPMCB is please to advise you of its commitment to provide the entire amount of the Facility upon the terms and subject to the conditions set forth or referred to in this commitment letter (the "Commitment Letter") and in the Summary of Terms and Conditions attached hereto as Exhibit A (the "Term Sheet").
It is agreed that JPMCB will act as the sole and exclusive Global Administrative Agent, and that JPMorgan will act as the sole lead arranger and sole bookrunner (in such capacity, the "Arranger"), for the Facility, and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter referred to below) will be paid in connection with the Facility unless you and we shall so agree.
We intend to syndicate the Facility to a group of financial institutions (together with JPMCB, the "Lenders") identified by us in consultation with you. JPMorgan intends to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist JPMorgan in completing a syndication satisfactory to it. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships, (b) direct contact between senior management and advisors of the Borrower and the proposed Lenders, (c) assistance in the preparation of a Confidential Information Memorandum and/or other marketing materials (collectively, the "Offering Materials") to be used in connection with the syndication and (d) the hosting, with JPMorgan, of one or more meetings of prospective Lenders.
If requested, you also will assist us in preparing an additional version of the Offering Materials (the "Public-Side Version") to be used by prospective Lenders' public-side employees and representatives ("Public-Siders") who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, the Target (as such term is defined in the Term Sheet), the Borrower's affiliates and any of their respective securities ("MNPI") and who may be engaged in investment and other market related activities with respect to any such entity's securities or loans. Before distribution of any Offering Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Offering Materials to a prospective Lender's employees willing to receive MNPI ("Private-Siders") and (ii) a separate letter in
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