RESOLUTIONS OF THE BOARD OF DIRECTORS. OF ▇▇▇▇▇▇ GROUP OF SWEDEN, INC., and ▇▇▇▇▇▇ GROUP OF LOUISIANA, INC. (collectively, the "Corporation") RESOLVED, that the Managing Director, the President and any Vice President of the Corporation, by the signature of any one or more of them, be, and the same hereby are, authorized and directed to execute and deliver to Comerica Bank-Texas (hereinafter referred to as "Bank") in the name of and on behalf of the Corporation, with such changes in the terms and provisions thereof as the officer executing same shall, in his sole discretion, deem advisable, (i) a certain proposed First Amendment to Second Amended and Restated Revolving Credit Loan Agreement (the "Agreement") in such form as is approved by the above-authorized officers; and (ii) such other agreements, documents, instruments, statements and writings as the officer or officers executing the same may deem desirable or necessary in connection with any of the foregoing; be it RESOLVED FURTHER, that said agreements and other statements in writing executed in the name and on behalf of the Corporation by the Managing Director, President or any Vice President shall be presumed conclusively to be the instruments, the execution of which is authorized by the resolutions; be it RESOLVED FURTHER, that the Board of Directors of the Corporation has determined that the benefits to be received under the Agreement as set forth in these resolutions are at least equal to the potential exposure and risk to the Corporation under the Agreement; be it RESOLVED FURTHER, that the aforementioned officers of the Corporation be, and the same hereby are, authorized and directed to execute, in the name of and on behalf of the Corporation, such other writings as are necessary in their dealings with Bank, and any such papers executed by any of them prior to this time are approved, ratified and confirmed; and that the Secretary and every Assistant Secretary of the Corporation be, and they severally hereby are, instructed to provide Bank, from time to time with lists of the persons who shall have been authorized by the Corporation to take the above action; and that such designations communicated to Bank shall continue in full force and effect until notice of revocation thereof is communicated to Bank at least ten (10) days prior to the effective date of termination of such authority; be it RESOLVED FURTHER, that any officer of the Corporation, by his signature, be, and the same hereby is, authorized and directed to certify to Bank the adoption of these resolutions; and be it RESOLVED FURTHER, that the aforementioned officers of the Corporation be, and each of them hereby is, authorized, directed and empowered to do all other things and acts, to execute and deliver all other instruments, documents and certificates and to pay all costs, fees and taxes as may be, in their sole judgment, necessary, proper or advisable in order to carry out or comply with the purpose or intent of the foregoing resolutions; and that all of the acts and deeds of the aforementioned officers of the Corporation which are consistent with the purposes and intent of such resolutions be, and the same hereby are, in all respect approved, confirmed and adopted as the acts and deeds of the Corporation.
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RESOLUTIONS OF THE BOARD OF DIRECTORS. OF RESOLVED, that this Company be, and hereby is, authorized to borrow and receive up to an aggregate amount of $275,000,000 under a revolving credit facility, including a $10,000,000 letter of credit subfacility (the "LOANS"), as set forth in the Third Amended and Restated Credit Agreement between Company, the Chase Manhattan Bank, as administrative agent for the Banks ("AGENT"), and other lenders signatory thereto (the "BANKS"); and be it further RESOLVED, that any officer of this Company is hereby authorized and empowered to agree upon with the Agent and the Banks the terms and provisions of and execute and deliver for and on behalf of this Company the Third Amended and Restated Credit Agreement, promissory notes, certificates, borrowing, conversion or continuation notices in connection with the Loans; and be it further RESOLVED, that this Company grant to the Agent and the Banks a lien upon and/or a security interest in such assets of this Company as may be agreed upon between any of said officers and the Agent and Banks as security for this Company's indebtedness, obligations and liabilities to the Banks under the Third Amended and Restated Credit Agreement and the other agreements executed in connection therewith; and that any of said officers are authorized to execute and deliver for and on behalf of this Company, mortgages, deeds of trust, assignments, security or pledge agreements, financing statements and such other instruments as may be required by the Banks in connection with such lien and/or security interest and containing such terms and conditions as may be acceptable or agreeable to any of said officers, including, without limitation, a waiver of appraisement, pact de non alienando, confession of judgment and the usual Louisiana security clauses; such acceptance and agreement to be conclusively evidenced by any of said officer's execution; and be it further RESOLVED, that any of said officers are authorized and empowered to do or cause to be done all such acts or things and to sign and deliver, or cause to be signed and delivered, all such amendments, supplements, extensions and other documents, instruments or certificates (including without limitation any and all amendments, supplements, extensions and other documents, notices and certificates required or permitted to be given or made to the Agent and the Banks under the terms of any of the instruments executed on behalf of this Company in connection with the Third Amended and Restated Credit Agreement, the other agreements executed in connection therewith, the grant of a lien and/or security interest as authorized by these Resolutions or otherwise contemplated by the Third Amended and Restated Credit Agreement), in the name and on the behalf of this Company or otherwise, as any of said officers, in their discretion, may deem necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing Resolutions and to perform the obligations of this Company under all instruments and agreements executed on behalf of this Company in connection with the Third Amended and Restated Credit Agreement and the grant of a lien upon and/or security interest in assets of this Company as authorized by these Resolutions; and be it further RESOLVED, that this Company guarantee the payments and performance of the indebtedness, obligations, liabilities of (a) 611852 SASKATCHEWAN LTD., a corporation duly organized and validly existing under the laws of the Province of Saskatchewan, Canada ("SASKATCHEWAN") up to an aggregate principal amount of $25,000,000 under a revolving credit facility including a $15,000,000 (CDN) letter of credit subfacility, as set forth in that certain Second Amended and Restated Credit Agreement (such agreement, as amended "FUNDING CO. CREDIT AGREEMENT") between Saskatchewan, each of the lenders that is signatory thereto ("CANADIAN LENDERS") and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GROUP OF SWEDEN, INC., and ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ GROUP OF LOUISIANAas administrative agent for the Canadian Lenders (the "CANADIAN AGENT"), INC. and (collectivelyb) CANADIAN FOREST OIL LTD., a corporation organized under the laws of the Province of Alberta, Canada ("CANADIAN FOREST") up to an aggregate principal amount of $25,000,000 under a revolving credit facility, including a $15,000,000 (CDN) letter of credit subfacility, as set forth in that certain Second Amended and Restated Credit Agreement (such agreement, as amended, the "CorporationCANADIAN FOREST CREDIT AGREEMENT") between Canadian and Saskatchewan as lender; and be it further RESOLVED, that such guaranties authorized by these Resolutions may reasonably be expected to benefit, directly or indirectly, this Company; and be it further RESOLVED, that any officer of this Company is hereby authorized and empowered to agree upon with the Managing Director, the President and any Vice President of the Corporation, by the signature of any one or more of them, be, Canadian Agent and the same hereby are, authorized Canadian Lenders the terms and directed to provisions of and execute and deliver to Comerica Bank-Texas (hereinafter referred to as "Bank") in the name of for and on behalf of the Corporationthis Company instruments of guaranty, which guaranties may be absolute and primary and extend to principal and interest on such indebtedness, obligations and liabilities and with such changes in agreement to the terms and provisions thereof as the officer executing same shall, in his sole discretion, deem advisable, (i) a certain proposed First Amendment of such instruments of guaranty to Second Amended be conclusively evidenced by any of said officers' execution and Restated Revolving Credit Loan Agreement (the "Agreement") in delivery of such form as is approved by the above-authorized officersinstruments of guaranty; and (ii) be it further RESOLVED, that any of said officers are authorized and empowered to do or cause to be done all such acts of things and to sign and deliver, or cause to be signed and delivered, all such amendments, supplements, extensions and other agreements, documents, instruments, statements instruments or certificates (including without limitation any and writings as all notices and certificates required or permitted to be given or made to the officer or officers executing Canadian Agent and Canadian Lenders under the same may deem desirable or necessary terms of any of the instruments executed on behalf of this Company in connection with any of its guarantee and the foregoing; be it RESOLVED FURTHERother agreements executed in connection therewith, that said agreements and other statements in writing executed or as authorized by these Resolutions, in the name and on behalf of this Company or otherwise, as any of said officers, in their discretion, may deem necessary, advisable or appropriate to effectuate or carry out the Corporation purposes and intent of the foregoing Resolutions and to perform the obligations of this Company under all instruments and agreements executed on behalf of this Company in connection with its guarantee; and be it further RESOLVED, that all acts, transactions or agreements undertaken prior to the adoption of these Resolutions by any of the Managing Director, President officers or any Vice President shall be presumed conclusively to be representatives of this Company in its name and for its account with the instrumentsAgent, the Canadian Agent, the Banks and the Canadian Lenders in connection with the foregoing matters are hereby ratified, confirmed and adopted by this Company; and be it further RESOLVED, that the execution by any of which is said officers of any document authorized by the resolutionsforegoing Resolutions or any document executed in the accomplishment of any action or actions so authorized, is (or shall become upon delivery) the enforceable and binding act and obligation of this Company, without the necessity of the signature or attestation of any other officer of this Company or the affixing of the corporate seal; and be it RESOLVED FURTHERfurther RESOLVED, that the Board of Directors of the Corporation has determined that the benefits to be received under the Agreement as set forth in these resolutions are at least equal to the potential exposure and risk to the Corporation under the Agreement; be it RESOLVED FURTHER, that the aforementioned officers of the Corporation be, and the same hereby are, authorized and directed to execute, in the name of and on behalf of the Corporation, such other writings as are necessary in their dealings with Bank, and any such papers executed by any of them prior to this time are approved, ratified and confirmed; and that the Secretary and every Assistant Secretary of the Corporation be, and they severally this Company is hereby are, instructed to provide Bank, from time to time with lists of the persons who shall have been authorized by the Corporation to take the above action; and that such designations communicated to Bank shall continue in full force and effect until notice of revocation thereof is communicated to Bank at least ten (10) days prior to the effective date of termination of such authority; be it RESOLVED FURTHER, that any officer of the Corporation, by his signature, be, and the same hereby is, authorized and directed to certify these Resolutions to Bank the adoption of these resolutions; Agent, the Canadian Agent, the Banks and be it RESOLVED FURTHERCanadian Lenders. STATE OF COLORADO ) : ss. COUNTY OF COLORADO ) BE IT REMEMBERED that I, that the aforementioned officers undersigned Notary Public duly qualified, commissioned, sworn and acting in and for the county and state aforesaid, hereby certify that, on February 2, 1998 there personally appeared before me, the following person, being the designated officer of the Corporation becorporation set opposite his name, and each of them hereby is, authorized, directed and empowered such corporation being a party to do all other things and acts, to execute and deliver all other instruments, documents and certificates and to pay all costs, fees and taxes as may be, in their sole judgment, necessary, proper or advisable in order to carry out or comply with the purpose or intent of the foregoing resolutions; and that all of the acts and deeds of the aforementioned officers of the Corporation which are consistent with the purposes and intent of such resolutions be, and the same hereby are, in all respect approved, confirmed and adopted as the acts and deeds of the Corporation.Amendment:
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