EXHIBIT 25
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DECLARATION OF TRUST
FOURTH SUPPLEMENTAL AMENDING AGREEMENT
THIS Declaration of Trust Fourth Supplemental Amending Agreement is
made this 19th day of July, 1999
Between
PRIMEWEST ENERGY INC.
a body corporate incorporated under the laws of the
Province of Alberta, with an office in the City of Calgary, in
the Province of Alberta (the "Corporation")
and
THE TRUST COMPANY OF BANK OF MONTREAL
a trust company incorporated under the laws of Canada,
with offices in the City of Calgary, in the Province of Alberta
(the "Successor Trustee")
WHEREAS by Declaration of Trust dated August 2, 1996 among the
Corporation, Montreal Trust Company of Canada ("Initial Trustee") and the
Initial Unitholder, the Initial Unitholder settled the Trust upon the terms set
forth in the Declaration of Trust; and
WHEREAS the Declaration of Trust provides that the Declaration of Trust
may be amended by the Trustee to make such modifications not inconsistent with
the Declaration of Trust; and
WHEREAS the term of the Initial Trustee expired following the third
annual meeting of Unitholders of the Trust held May 18, 1999; and
WHEREAS the Unitholders by Ordinary Resolution approved the appointment
of the Successor Trustee as trustee of the Trust to hold office until the close
of the sixth annual meeting of Unitholders of the Trust; and
WHEREAS the Corporation, and the Successor Trustee propose to enter
into this Declaration of Trust Fourth Supplemental Amending Agreement to restate
the terms of the Trust and amend the terms of the Declaration of Trust to record
the appointment of the Successor Trustee as trustee of the Trust, all as
approved by the Unitholders;
NOW THEREFOR THIS DECLARATION OF TRUST FOURTH SUPPLEMENTAL AMENDING
AGREEMENT WITNESSETH that the Corporation and the Successor Trustee agree as
follows:
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ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
In this Fourth Supplemental Amending Agreement, unless the context
otherwise requires, words and phrases used herein and which are defined in the
Declaration of Trust shall have the meaning herein which are given to such words
and phrases in the Declaration of Trust. In addition, the following terms have
the following meanings:
DECLARATION OF TRUST means that certain Declaration of Trust dated
August 2, 1996 made among the Corporation, the Trustee and D. Xxxx xxx
Xxxxxxxxxxx, as Initial Unitholder; and
SUPPLEMENTAL AMENDING AGREEMENT means this Declaration of Trust Fourth
Supplemental Amending Agreement.
1.2 HEADINGS
The division of this Supplemental Amending Agreement into Articles and
Sections, the provision of a table of contents, and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Supplemental Amending Agreement.
1.3 CONSTRUCTION OF TERMS
In this Supplemental Amending Agreement, words importing the singular
number include the plural and vice versa; words importing gender include the
masculine, feminine and neuter genders; references to dollar amounts refer to
such amounts in Canadian currency; references to "this Supplemental Amending
Agreement", "hereto", "herein", "hereof", "hereby", "hereunder" and similar
expressions refer to this Supplemental Amending Agreement, and not to any
particular Article, Section or other portion hereof, and include any and every
instrument supplemental or ancillary hereto or in implementation hereof; and the
expressions "Article" and "Section" followed by a number, letter, or combination
of numbers and letters refer to the specified Article or Section of this
Supplemental Amending Agreement.
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ARTICLE 2
AMENDMENTS TO DECLARATION OF TRUST
2.1 AMENDMENTS TO DECLARATION OF TRUST
The Declaration of Trust is hereby amended as of the date hereof by
replacing the Declaration of Trust with the Amended and Restated Declaration of
Trust attached hereto as Schedule "A.
ARTICLE 3
MISCELLANEOUS
3.1 CONFIRMATION OF AMENDED DECLARATION OF TRUST
The Declaration of Trust as amended by this Supplemental Amending
Agreement is hereby ratified and confirmed.
3.2 SUCCESSORS AND ASSIGNS
The provisions of this Supplemental Amending Agreement shall enure to
the benefit of, and be binding upon, the parties hereto and their successors and
assigns.
3.3 COUNTERPARTS
This Supplemental Amending Agreement may be executed in several
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts together shall constitute one and the same instrument
which shall be sufficiently evidenced by any such original counterparts.
3.4 SEVERABILITY
If any provision of this Supplemental Amending Agreement shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect or render invalid or unenforceable such provision
in any other jurisdiction or any other provision of this Supplemental Amending
Agreement in any jurisdiction.
3.5 DAY NOT A BUSINESS DAY
In the event that any day on or before which any amount is to be
determined or any action is required to be taken hereunder is not a Business
Day, then such amount shall be determined or such action shall be required to be
taken at or before the requisite time on the next succeeding day that is a
Business Day.
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3.6 TIME OF THE ESSENCE
Time shall be of the essence in this Supplemental Amending Agreement.
3.7 GOVERNING LAW
This Supplemental Amending Agreement shall be governed by and construed
in accordance with the laws of the Province of Alberta and the laws of Canada
applicable therein and shall be treated in all respects as Alberta contracts.
The parties hereto hereby irrevocably submit to the jurisdiction of the courts
of the Province of Alberta.
IN WITNESS WHEREOF each of the parties hereto has caused this
Supplemental Amending Agreement to be duly executed.
PRIMEWEST ENERGY INC.
Per: /s/
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Per: /s/
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THE TRUST COMPANY OF BANK
OF MONTREAL
Per: /s/
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