AMENDMENT NO. ONE
TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DEVON ENERGY CORPORATION, DEVON MERGER CO.
AND SANTA XX XXXXXX CORPORATION
DATED AS OF MAY 25, 2000
DATED AS OF JULY 11, 2000
AMENDMENT NO. ONE
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. ONE TO AGREEMENT AND PLAN OF MERGER, dated
as of July 11, 2000 ("Amendment No. One"), amends the Agreement and Plan of
Merger (the "Agreement") dated as of May 25, 2000 among Devon Energy
Corporation, a Delaware corporation ("Devon"), Devon Merger Co., a Delaware
corporation and direct and wholly-owned subsidiary of Devon ("Merger Co.") and
Santa Xx Xxxxxx Corporation, a Delaware corporation ("Santa Xx Xxxxxx").
Section 7.1(a)(ii) is hereby amended to read in its entirety as follows:
"(ii) a majority of the outstanding shares of Devon Common
Stock and the Northstar Exchangeable Shares, voting as a
single class with the Devon Special Voting Stock voting for
the Northstar Exchangeable Shares as provided in Devon's
charter, represented in person or by proxy at a meeting at
which a quorum is present."
No further changes are made to the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. One and caused the same to be duly delivered on their behalf on the day and
year first written above.
DEVON ENERGY CORPORATION
By /s/ Duke X. Xxxxx
---------------------------------------
Name: Duke X. Xxxxx
Title: Senior Vice President and General Counsel
DEVON MERGER CO.
By /s/ Duke X. Xxxxx
---------------------------------------
Name: Duke X. Xxxxx
Title: Vice President
SANTA XX XXXXXX CORPORATION
By /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Vice President - Law and General Counsel
