EXHIBIT 9
AMENDING VOTING AND EXCHANGE TRUST AGREEMENT
THIS AMENDING VOTING AND EXCHANGE TRUST AGREEMENT is entered into as of
August 17, 1999, among Devon Energy Corporation, a Delaware corporation ("New
Devon"), Devon Energy Corporation (Oklahoma), an Oklahoma corporation ("Old
Devon"), Northstar Energy Corporation, an Alberta corporation ("Northstar") and
CIBC Mellon Trust Company, a Canadian trust company ("Trustee").
RECITALS
WHEREAS, pursuant to an arrangement effected by Articles of Arrangement
dated December 10, 1998 filed pursuant to the Business Corporations Act
(Alberta) (the "Act"), the issued and outstanding common shares of Northstar
were exchanged for issued and outstanding Exchangeable Shares of Northstar (the
"Exchangeable Shares").
WHEREAS the Plan of Arrangement and the Articles of Amendment of Northstar
set forth the rights, privileges, restrictions and conditions (collectively the
"Exchangeable Share Provisions") attaching to the Exchangeable Shares.
WHEREAS Old Devon, Northstar and the Trustee executed and delivered a
Voting and Exchange Trust Agreement dated December 10, 1998 (the "Voting and
Exchange Trust Agreement").
WHEREAS Xxx Xxxxx, Xxx Xxxxx, Xxxxx Oklahoma Corporation ("Devon Oklahoma")
and PennzEnergy Company entered into a Merger Agreement dated May 19, 1999
pursuant to which Devon Oklahoma, a wholly-owned subsidiary of Old Devon, agreed
to merge into Old Devon, with Old Devon becoming a wholly-owned subsidiary of
New Devon, and PennzEnergy Company agreed to merge into New Devon.
WHEREAS upon the merger becoming effective on August 17, 1999, inter alia:
(i) the holders of Devon Common Stock (as that term is defined in the Voting and
Exchange Trust Agreement) received shares of the common stock of New Devon; (ii)
one share of New Devon Special Voting Stock was created and issued to the
Trustee and the Voting Share (as that term is defined in the Voting and Exchange
Trust Agreement) of Old Devon was cancelled; and (iii) Old Devon became a
wholly-owned subsidiary of New Devon.
WHEREAS the Exchangeable Share Provisions were amended with the approval of
the holders of the Exchangeable Shares in accordance with the Act to change the
definition of "Devon" to refer to New Devon.
WHEREAS Section 1.1 of the Voting and Exchange Trust Agreement by its terms
incorporates the defined terms of the Exchangeable Share Provisions into the
Voting and Exchange Trust Agreement;
WHEREAS it is necessary to substitute Old Devon with New Devon in the
Voting and Exchange Trust Agreement and amend the Voting and Exchange Trust
Agreement pursuant to Section 12.4 of the Voting and Exchange Trust Agreement to
maintain the equivalence of the Exchangeable Shares and the Devon Common Stock.
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 agree as
follows:
1 New Devon shall be substituted as a party to the Voting and Exchange Trust
Agreement in the place and stead of Old Devon effective as of the date
hereof with all of the rights and obligations of Old Devon under the Voting
and Exchange Trust Agreement.
2
2 New Devon hereby agrees with Old Devon, Northstar and the Trustee that it
shall and will from time to time and at all times hereafter be bound by and
observe, perform and fulfill each and every covenant, agreement, term,
condition and stipulation on the part of Old Devon in the Voting and
Exchange Trust Agreement.
3 Northstar and the Trustee hereby consent to and accept New Devon as a party
of the Voting and Exchange Trust Agreement and agree the Voting and
Exchange Trust Agreement shall continue in full force and effect with New
Devon substituted as a party thereto in the place and stead of Old Devon.
4 The Trustee hereby accepts the substitution of the Voting Share under the
Voting and Exchange Trust Agreement.
5 For greater certainty: (i) the "Exchangeable Share Provisions" referred to
in the recitals to the Voting and Exchange Trust Agreement shall be deemed
to include any amendment thereto made from time to time; (ii) the "Devon
Special Voting Stock" referred to in the recitals to the Voting and
Exchange Trust Agreement shall be deemed to be the share of the Devon
Special Voting Stock of New Devon; and (iii) the "Support Agreement"
referred to in Section 1.1 of the Voting and Exchange Trust Agreement shall
be deemed to include any amendment thereto made from time to time.
6 This Agreement shall be construed and enforced in accordance with the laws
of the Province of Alberta and the laws of Canada applicable therein.
7 Except as specifically provided for in this Agreement, the Voting and
Exchange Trust Agreement shall continue in full force and effect with New
Devon substituted as a party thereto in the place and stead of Old Devon.
IN WITNESS WHEREOF, New Devon, Old Devon, Northstar and the Trustee
have caused this agreement to be signed by their respective officers thereunder
duly authorized, all as of the date first written above.
DEVON ENERGY CORPORATION
/s/ J. Xxxxx Xxxxxxx
By:_________________________________
DEVON ENERGY CORPORATION (OKLAHOMA)
/s/ J. Xxxxx Xxxxxxx
By:_________________________________
NORTHSTAR ENERGY CORPORATION
/s/ Xxxx Xxxxxxx
By:_________________________________
/s/ Xxx X. Xxxxxx
By:_________________________________
CIBC MELLON TRUST COMPANY
/s/ Xxxxxxx Xxxxxx
By:_________________________________
/s/ Xxxxxx XxXxxxx
By:_________________________________
