EXHIBIT 99.3
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AMENDED AND RESTATED SUPPORT AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 31st day of January, 2001,
and amended and restated as of the 16th day of May, 2003.
AMONG:
ARC ENERGY TRUST, a trust organized under the laws of Alberta
(hereinafter referred to as "ARC")
OF THE FIRST PART,
- and -
908563 ALBERTA LTD., a corporation incorporated under the laws of
Alberta (hereinafter referred to as "ARC Subco")
OF THE SECOND PART,
- and -
ARC RESOURCES LTD., a corporation incorporated under the laws of
Alberta (hereinafter referred to as "ARC Resources")
OF THE THIRD PART,
- and -
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company
incorporated under the laws of Canada (hereinafter referred to
"Trustee")
OF THE FOURTH PART
WHEREAS in connection with a Plan of Arrangement filed January
31, 2001 (the "Plan of Arrangement") holders of common shares of Startech Energy
Inc. received: (1) at the election of the holder, either 0.96 trust units of ARC
or 0.96 exchangeable shares of ARC Resources (the "ARC Resources Exchangeable
Shares"); and (ii) one common share of Impact Energy Inc.;
AND WHEREAS in connection with a Share Purchase Agreement dated
July 9, 2002, between ARC Resources Management Ltd., each of the shareholders of
ARC Resources Management Ltd., 980445 Alberta Ltd. ("ARC Acquisition"), ARC
Resources Ltd. and ARC (the "Share Purchase Agreement") holders of common shares
of ARC Resources Management Ltd. received consideration which included, at the
election of the shareholder, exchangeable shares of ARC Acquisition (the "ARML
Exchangeable Shares");
AND WHEREAS on August 29, 2002, ARC Acquisition amalgamated with
its then wholly-owned subsidiary ARC Resources Management Ltd. and continued
under the name "ARC Resources Management Ltd." ("ARML");
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AND WHEREAS ARC Resources has amended its Articles by replacing
the rights, privileges restrictions and conditions attaching to the ARC
Resources Exchangeable Shares with rights, privileges, restrictions and
conditions which are in substance identical to those attaching to the ARML
Exchangeable Shares;
AND WHEREAS ARC Resources has acquired all of the outstanding
ARML Exchangeable Shares in exchange for ARC Resources Exchangeable Shares
("Exchangeable Shares") which have been amended to have rights, privileges,
restrictions and conditions which are in substance identical to those attaching
to the ARML Exchangeable Shares (the "Share Exchange")
AND WHEREAS to give effect to the Share Exchange the parties
hereto have agreed to amend and restate this Agreement;
AND WHEREAS the Articles of ARC Resources set forth the rights,
privileges, restrictions and conditions (collectively, the "Share Provisions")
attaching to the Exchangeable Shares;
AND WHEREAS the parties hereto desire to make appropriate
provision and to establish a procedure whereby ARC and ARC Subco will take
certain actions and make certain payments and deliveries necessary to ensure
that ARC Resources will be able to make certain payments and to deliver or cause
to be delivered ARC Energy Units in satisfaction of the obligations of ARC
Resources under the Share Provisions with respect to the payment and
satisfaction of dividends, Liquidation Amounts, Retraction Prices and Redemption
Prices, all in accordance with the Share Provisions.
NOW THEREFORE in consideration of the respective covenants and
agreements provided in this agreement and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 DEFINED TERMS
Each term denoted herein by initial capital letters and not
otherwise defined herein shall have the meaning attributed thereto in the Share
Provisions, unless the context requires otherwise.
1.2 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.
The division of this agreement into articles, sections and
paragraphs and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this agreement.
1.3 NUMBER, GENDER, ETC.
Words importing the singular number only shall include the plural
and vice versa. Words importing the use of any gender shall include all genders.
1.4 DATE FOR ANY ACTION
If any date on which any action is required to be taken under
this agreement is not a Business Day, such action shall be required to be taken
on the next succeeding Business Day.
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ARTICLE 2
COVENANTS OF ARC, ARC SUBCO AND ARC RESOURCES
2.1 COVENANTS OF ARC AND ARC SUBCO REGARDING EXCHANGEABLE SHARES
So long as any Exchangeable Shares are outstanding, ARC and ARC
Subco each agree that:
(a) ARC will, as soon as practicable following the declaration of any
Distribution, issue a press release as to the resulting change in the
Exchange Ratio for the Exchangeable Shares;
(b) ARC and ARC Subco will take all such actions and do all such things as
are necessary or desirable to enable and permit ARC Resources, in
accordance with applicable law, to pay and otherwise perform its
obligations with respect to the satisfaction of the Liquidation Amount
in respect of each issued and outstanding Exchangeable Share upon the
liquidation, dissolution or winding-up of ARC Resources or any other
distribution of the assets of ARC Resources for the purpose of
winding-up its affairs, including without limitation all such actions
and all such things as are necessary or desirable to enable and permit
ARC Resources to cause to be delivered ARC Energy Units to holders of
Exchangeable Shares in accordance with the provisions of Article 6 of
the Share Provisions;
(c) ARC and ARC Subco will take all such actions and do all such things as
are necessary or desirable to enable and permit ARC Resources, in
accordance with applicable law, to pay and otherwise perform its
obligations with respect to the satisfaction of a Retraction Request by
a holder of Exchangeable Shares or a redemption of Exchangeable Shares
by ARC Resources, including without limitation all such actions and all
such things as are necessary or desirable to enable and permit ARC
Resources to cause to be delivered ARC Energy Units to such holder, upon
the retraction or redemption of the Exchangeable Shares in accordance
with the provisions of Article 4 or Article 5 of the Share Provisions,
as the case may be; and
(d) ARC will not exercise its vote as a shareholder of ARC Resources to
initiate the voluntary liquidation, dissolution or winding-up of ARC
Resources nor take any action or omit to take any action that is
designed to result in the liquidation, dissolution or winding-up of ARC
Resources.
2.2 SEGREGATION OF FUNDS
Subject to the exercise by ARC or ARC Subco of any of the Call
Rights, ARC will cause ARC Resources to from time to time deposit a sufficient
amount of funds in a separate account and segregate a sufficient amount of such
assets and other property as is necessary to enable ARC Resources to pay or
otherwise satisfy the applicable dividends, Liquidation Amount, Retraction Price
or Redemption Price, in each case for the benefit of holders from time to time
of the Exchangeable Shares, and ARC Resources will use such funds, assets and
other property so segregated exclusively for the payment of dividends and the
payment or other satisfaction of the Liquidation Amount, the Retraction Price or
the Redemption Price, as applicable, net of any corresponding withholding tax
obligations and for the remittance of such withholding tax obligations.
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2.3 NOTIFICATION OF CERTAIN EVENTS
In order to assist ARC and ARC Subco to comply with their
respective obligations hereunder, ARC Resources will give ARC and ARC Subco
notice of each of the following events at the time set forth below:
(a) immediately, in the event of any determination by the Board of Directors
of ARC Resources to take any action which would require a vote of the
holders of Exchangeable Shares for approval;
(b) immediately, upon the earlier of (i) receipt by ARC Resources of notice
of, and (ii) ARC Resources otherwise becoming aware of, any threatened
or instituted claim, suit, petition or other proceedings with respect to
the involuntary liquidation, dissolution or winding-up of ARC Resources
or to effect any other distribution of the assets of ARC Resources among
its shareholders for the purpose of winding-up its affairs;
(c) immediately, upon receipt by ARC Resources of a Retraction Request;
(d) at least 90 days prior to any Redemption Date;
(e) as soon as practicable upon the issuance by ARC Resources of any
Exchangeable Shares or any rights to acquire same; and
(f) in the event of any determination by the Board of Directors of ARC
Resources to institute voluntary liquidation, dissolution or winding-up
proceedings with respect to ARC Resources or to effect any other
distribution of the assets of ARC Resources among its shareholders for
the purpose of winding-up its affairs, at least 60 days prior to the
proposed effective date of such liquidation, dissolution, winding-up or
other distribution.
2.4 DELIVERY OF ARC ENERGY UNITS
In furtherance of its obligations hereunder, upon notice of any
event which requires ARC Resources to cause to be delivered ARC Energy Units to
any holder of Exchangeable Shares, subject to the exercise by ARC or ARC Subco
of any of the Call Rights, ARC shall forthwith issue and deliver the requisite
ARC Energy Units to or to the order of the former holder of the surrendered
Exchangeable Shares, as ARC Resources shall direct. All such ARC Energy Units
shall be free and clear of any lien, claim, encumbrance, security interest or
adverse claim or interest.
2.5 QUALIFICATION OF ARC ENERGY UNITS
ARC covenants that if any ARC Energy Units (or other securities
into which ARC Energy Units may be reclassified or changed as contemplated by
Section 2.6 hereof) to be issued and delivered hereunder (including for greater
certainty, in payment of or pursuant to, as applicable, the Liquidation Amount,
the Retraction Price, the Redemption Price, the Liquidation Call Right, the
Retraction Call Right, the Redemption Call Right, the Exchange Rights or the
Automatic Exchange Rights) (as that term is defined in the Voting and Exchange
Trust Agreement)), require registration or qualification with or approval of or
the filing of any document including any prospectus or similar document, the
taking of any proceeding with or the obtaining of any order, ruling or consent
from any governmental or regulatory authority under any Canadian federal or
provincial law or regulation or pursuant to the rules and regulations of any
regulatory authority, or the fulfilment of any other legal requirement
(collectively, the "Applicable Laws") before such securities (or other
securities into which ARC Energy Units may be reclassified or changed as
contemplated by Section 2.6 hereof) may be delivered by ARC or ARC Subco to the
initial holder thereof (other than ARC Resources) or in order that such
securities may be freely traded thereafter (other than any restrictions on
transfer by reason of a holder being a "control person" of ARC for purposes of
Canadian federal or provincial securities law), ARC and ARC Subco will in good
faith expeditiously take all such actions and do all such things as are
necessary to cause such ARC Energy Units (or other securities into which
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ARC Energy Units may be reclassified or changed as contemplated by Section 2.6
hereof) to be and remain duly registered, qualified or approved. ARC and ARC
Subco represent and warrant that they have in good faith taken all actions and
done all things as are necessary under Applicable Laws as they exist on the date
hereof to cause the ARC Energy Units (or other securities into which ARC Energy
Units may be reclassified or changed as contemplated by Section 2.6 hereof) to
be issued and delivered hereunder to be freely tradeable thereafter (other than
restrictions on transfer by reason of a holder being a "control person" of ARC
for the purposes of Canadian federal and provincial securities law). ARC and ARC
Subco will in good faith expeditiously take all such actions and do all such
things as are necessary to cause all ARC Energy Units (or other securities into
which ARC Energy Units may be reclassified or changed as contemplated by Section
2.6 hereof) to be delivered hereunder to be listed, quoted or posted for trading
on the Toronto Stock Exchange or such other stock exchange or quotation system
on which such securities are principally listed, quoted or posted for trading at
such time.
2.6 EQUIVALENCE
(a) ARC will not:
(i) issue or distribute additional ARC Energy Units (or securities
exchangeable for or convertible into or carrying rights to
acquire ARC Energy Units) to the holders of all or substantially
all of the then outstanding ARC Energy Units by way of stock
distribution or other distribution, other than an issue of ARC
Energy Units (or securities exchangeable for or convertible into
or carrying rights to acquire ARC Energy Units) to holders of ARC
Energy Units who exercise an option to receive distributions in
ARC Energy Units (or securities exchangeable for or convertible
into or carrying rights to acquire ARC Energy Units) in lieu of
receiving cash distributions;
(ii) issue or distribute rights, options or warrants to the holders of
all or substantially all of the then outstanding ARC Energy Units
entitling them to subscribe for or to purchase ARC Energy Units
(or securities exchangeable for or convertible into or carrying
rights to acquire ARC Energy Units);
(iii) issue or distribute to the holders of all or substantially all of
the then outstanding ARC Energy Units:
(A) securities of ARC of any class other than ARC Energy Units
(other than securities convertible into or exchangeable for
or carrying rights to acquire ARC Energy Units);
(B) rights, options or warrants other than those referred to in
Section 2.6(a)(ii) above;
(C) evidences of indebtedness of ARC; or
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(D) assets of ARC other than Distributions which result in an
adjustment to the Exchange Ratio;
(iv) subdivide, redivide or change the then outstanding ARC Energy
Units into a greater number of ARC Energy Units; or
(v) reduce, combine or consolidate or change the then outstanding ARC
Energy Units into a lesser number of ARC Energy Units; or
(vi) reclassify or otherwise change the rights, privileges or other
terms of the ARC Energy Units or effect an amalgamation, merger,
reorganization or other transaction involving or affecting the
ARC Energy Units;
unless
(vii) the same or an economically equivalent change is simultaneously
made to, or in the rights of the holders of, the Exchangeable
Shares; or
(viii) it has received the prior written approval of ARC Resources and
the holders of the Exchangeable Shares.
(b) ARC will ensure that the record date for any event referred to in
section 2.6(a) above, or (if no record date is applicable for such
event) the effective date for any such event, is not less than 10
Business Days after the date on which such event is declared or
announced by ARC (with simultaneous notice thereof to be given by ARC to
ARC Resources).
2.7 TENDER OFFERS, ETC.
In the event that a take-over bid or similar transaction with
respect to ARC Energy Units (a "Bid") is proposed by ARC or ARC Resources or is
proposed to ARC or ARC Resources or the holders of ARC Energy Units, and is
recommended by the board of directors of ARC Resources or is otherwise effected
or to be effected with the consent or approval of the board of directors of ARC
Resources Ltd. or the Board of Directors of ARC Resources shall, in good faith,
use reasonable efforts to take all such actions and do all such things as are
necessary or desirable to enable and permit holders of Exchangeable Shares to
participate in such Bid to the same extent and on an economically equivalent
basis as the holders of ARC Energy Units, without discrimination, including,
without limiting the generality of the foregoing, ARC or ARC Resources or both
will use its good faith efforts expeditiously to (and shall, in the case of a
transaction proposed by ARC or ARC Resources or both or where ARC or ARC
Resources or both is a participant in the negotiation thereof) ensure that
holders of Exchangeable Shares may participate in all such Bids without being
required to retract Exchangeable Shares as against ARC Resources (or, if so
required, to ensure that any such retraction shall be effective only upon, and
shall be conditional upon, the closing of the Bid and only to the extent
necessary to tender or deposit to the Bid).
2.8 OWNERSHIP OF OUTSTANDING SHARES
ARC covenants and agrees that, as long as any outstanding
Exchangeable Shares are owned by any person or entity other than ARC, ARC Subco
or any of their respective affiliates, ARC will, unless approval to do otherwise
is obtained in accordance with Section 10.2 of the Share Provisions
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from the holders of the Exchangeable Shares, be and remain the direct or
indirect beneficial owner of more than 50% of all issued and outstanding voting
securities of ARC Resources.
2.9 ARC AND ARC SUBCO NOT TO VOTE EXCHANGEABLE SHARES
ARC and ARC Subco covenant and agree that they will appoint and
cause to be appointed proxy holders with respect to all Exchangeable Shares held
by ARC, ARC Subco or any of their respective affiliates for the sole purpose of
attending each meeting of holders of Exchangeable Shares in order to be counted
as part of the quorum for each such meeting. ARC and ARC Subco further covenant
and agree that they will not, and will cause their respective affiliates not to,
exercise any voting rights which may be exercisable by holders of Exchangeable
Shares from time to time pursuant to the Share Provisions or pursuant to the
provisions of the Act with respect to any Exchangeable Shares held by them or by
their respective affiliates in respect of any matter considered at any meeting
of holders of Exchangeable Shares.
2.10 DUE PERFORMANCE
On and after the Effective Date, ARC and ARC Subco shall duly and
timely perform all of their obligations under the Share Provisions.
2.11 NO SPECIFIED FINANCIAL INSTITUTION
On and after the effective date hereof and until ARC Resources no
longer has any Exchangeable Shares issued and outstanding, neither ARC nor ARC
Subco nor any of its Affiliates will be a "specified financial institution" as
that term is defined in the Income Tax Act (Canada).
2.12 EXERCISE OF CALL RIGHTS
ARC and ARC Subco covenant and agree that, as long as any
outstanding Exchangeable Shares are owned by any person or entity other than
ARC, ARC Subco or any of their respective affiliates, ARC and ARC Subco will
formulate a policy respecting whether ARC and ARC Subco or either of them will
exercise any of the Call Rights.
ARTICLE 3
ARC SUCCESSORS
3.1 CERTAIN REQUIREMENTS IN RESPECT OF COMBINATION, ETC.
ARC shall not complete any transaction (whether by way of
reconstruction, reorganization, consolidation, merger, transfer, sale, lease or
otherwise) whereby all or substantially all of its undertaking, property and
assets would become the property of any other person or, in the case of a
merger, of the continuing entity resulting therefrom unless, and may do so if:
(a) such other person or continuing entity (herein called the "ARC
Successor"), by operation of law, becomes, without more, bound by the
terms and provisions of this Agreement or, if not so bound, executes,
prior to or contemporaneously with the consummation of such transaction,
an agreement supplemental hereto and such other instruments (if any) as
are reasonably necessary or advisable to evidence the assumption by the
ARC Successor of liability for all moneys payable and property
deliverable hereunder and the covenant of such ARC Successor to pay and
deliver or cause
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to be delivered the same and its agreement to observe and perform all
the covenants and obligations of ARC under this Agreement; and
(b) such transaction shall be upon such terms and conditions as
substantially to preserve and not to impair in any material respect any
of the rights, duties, powers and authorities of the other parties
hereunder.
3.2 VESTING OF POWERS IN SUCCESSOR
Whenever the conditions of Section 3.1 have been duly observed
and performed, the ARC Successor, ARC Subco and ARC Resources shall, if required
by Section 3.1, execute and deliver the supplemental agreement provided for in
Section 3.1(a) and thereupon ARC Successor shall possess and from time to time
may exercise each and every right and power of ARC under this agreement in the
name of ARC or otherwise and any act or proceeding by any provision of this
agreement required to be done or performed by the Board of Directors of ARC
Resources Ltd. or any officers of ARC Resources Ltd. on behalf of ARC may be
done and performed with like force and effect by the directors or officers (or
other agents or governing body) of such ARC Successor.
3.3 WHOLLY-OWNED SUBSIDIARIES
Nothing herein shall be construed as preventing the combination
of any wholly-owned direct or indirect subsidiary of ARC with or into ARC or the
winding-up, liquidation or dissolution of any wholly-owned subsidiary of ARC
provided that all of the assets of such subsidiary are transferred to ARC or
another wholly-owned direct or indirect subsidiary of ARC and any such
transactions are expressly permitted by this Article 3.
ARTICLE 4
GENERAL
4.1 TERM
This agreement shall come into force and be effective as of the
date hereof and shall terminate and be of no further force and effect at such
time as no Exchangeable Shares (or securities or rights convertible into or
exchangeable for or carrying rights to acquire Exchangeable Shares) are held by
any party other than ARC, ARC Subco or any of their respective Subsidiaries or
affiliates.
4.2 CHANGES IN CAPITAL OF ARC AND ARC RESOURCES
Notwithstanding the provisions of section 4.4 hereof, at all
times after the occurrence of any event effected pursuant to section 2.6 or 2.7
hereof, as a result of which either ARC Energy Units or the Exchangeable Shares
or both are in any way changed, this agreement shall forthwith be amended and
modified as necessary in order that it shall apply with full force and effect,
mutatis mutandis, to all new securities into which ARC Energy Units or the
Exchangeable Shares or both are so changed, and the parties hereto shall as soon
as possible execute and deliver an agreement in writing giving effect to and
evidencing such necessary amendments and modifications.
4.3 SEVERABILITY
If any provision of this agreement is held to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remainder of
this agreement shall not in any way be affected or
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impaired thereby and this agreement shall be carried out as nearly as possible
in accordance with its original terms and conditions.
4.4 AMENDMENTS, MODIFICATIONS, ETC.
This agreement may not be amended, modified or waived except by
an agreement in writing executed by ARC Resources, ARC and ARC Subco and
approved by the holders of the Exchangeable Shares in accordance with Section
10.2 of the Share Provisions.
4.5 AMENDMENTS
Notwithstanding the provisions of Section 4.4, the parties to
this agreement may in writing, at any time and from time to time, without the
approval of the holders of the Exchangeable Shares, amend or modify this
agreement for the purposes of:
(a) adding to the covenants of ARC, ARC Resources, ARC Subco or any
combination of them for the protection of the holders of the
Exchangeable Shares provided that the Board of Directors of ARC
Resources, the Board of Directors of ARC Subco, the Trustee and the
Trustee's counsel are of the opinion that such additions are not
prejudicial to the interests of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this
Agreement as may be necessary or desirable with respect to matters or
questions which, in the good faith opinion of the Board of Directors of
each of ARC Subco and ARC Resources and in the opinion of the Trustee,
having in mind the best interests of the holders of Exchangeable Shares
it may be expedient to make, provided that such Boards of Directors and
the Trustee, acting on the advice of counsel, shall be of the opinion
that such amendments and modifications will not be prejudicial to the
interests of the holders of Exchangeable Shares; or
(c) making such amendments or modifications which are required for the
purpose of curing or correcting any ambiguity, defect, inconsistent
provision, clerical omission, mistake or manifest error; provided that
the Board of Directors of ARC Resources, the Board of Directors of ARC
Subco, the Trustee and the Trustee's counsel are of the opinion that
such amendments or modifications will not be prejudicial to the
interests of the holders of the Exchangeable Shares.
4.6 MEETING TO CONSIDER AMENDMENTS
ARC Resources, at the request of ARC, ARC Subco, or any
combination of them, shall call a meeting or meetings of the holders of the
Exchangeable Shares for the purpose of considering any proposed amendment or
modification requiring approval of such shareholders. Any such meeting or
meetings shall be called and held in accordance with the by-laws of ARC
Resources, the Share Provisions and all Applicable Laws.
4.7 AMENDMENTS ONLY IN WRITING
No amendment to or modification or waiver of any of the
provisions of this agreement otherwise permitted hereunder shall be effective
unless made in writing and signed by all of the parties hereto.
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4.8 ENUREMENT
This agreement shall be binding upon and inure to the benefit of
the parties hereto and the holders, from time to time, of Exchangeable Shares
and each of their respective heirs, successors and assigns.
4.9 NOTICES TO PARTIES
All notices and other communications between the parties shall be
in writing and shall be deemed to have been given if delivered personally or by
confirmed telecopy to the parties at the following addresses (or at such other
address for either such party as shall be specified in like notice):
(a) if to ARC to:
ARC Energy Trust
c/o ARC Resources Ltd.
Xxxxx 0000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile No. (000) 000-0000
(b) if to ARC Subco to:
908563 Alberta Ltd.
c/o ARC Resources Ltd.
Xxxxx 0000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile No. (000) 000-0000
(c) if to ARC Resources to:
ARC Resources Ltd.
Xxxxx 0000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile No. (000) 000-0000
(d) if to the Trustee to:
Computershare Trust Company of Canada
Xxxxx 000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Manager, Corporate Trust Department
Facsimile No. (000) 000-0000
Any notice or other communication given personally shall be deemed to have been
given and received upon delivery thereof and if given by telecopy shall be
deemed to have been given and received on the date of confirmed receipt thereof,
unless such day is not a Business Day, in which case it shall be deemed to have
been given and received upon the immediately following Business Day.
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4.10 COUNTERPARTS
This agreement may be executed in counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.
4.11 JURISDICTION
This agreement shall be construed and enforced in accordance with
the laws of the Province of Alberta and the federal laws of Canada applicable
therein.
4.12 SUCCESSOR TO TRUSTEE
Any corporation into or with which the Trustee may be merged or
consolidated or amalgamated, or any corporation resulting therefrom to which the
Trustee shall be a party, or any corporation succeeding to the trust business of
the Trustee shall be the successor to the Trustee hereunder without any further
act on its part or any of the parties hereto.
4.13 ATTORNMENT
Each of ARC, ARC Subco and ARC Resources agrees that any action
or proceeding arising out of or relating to this agreement may be instituted in
the courts of the Province of Alberta, waives any objection which it may have
now or hereafter to the venue of any such action or proceeding, irrevocably
submits to the jurisdiction of such courts in any such action or proceeding,
agrees to be bound by any judgment of such courts and not to seek, and hereby
waives, any review of the merits of any such judgment by the courts of any other
jurisdiction.
IN WITNESS WHEREOF the parties hereto have caused this agreement
to be signed by their respective officers thereunder duly authorized, all as of
the date first written above.
ARC ENERGY TRUST, 908563 ALBERTA LTD.
by its authorized attorney,
ARC RESOURCES LTD.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- ------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Vice President Finance and Title: Vice President Finance and
Chief Financial Officer Chief Financial Officer
ARC RESOURCES LTD. COMPUTERSHARE TRUST COMPANY OF CANADA
By: /s/ Xxxxx X. Xxxxxxx By: /s/ W. Xxxx XxXxxxx
-------------------------------- ------------------------------
Name: Xxxxx X. Xxxxxxx Name: W. Xxxx XxXxxxx
Title: Treasurer Title Manager, Corporate Trust
By: /s/ Xxxxxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxxxxx X. Xxxxx
Title: Professional, Corporate Trust
