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EXHIBIT (d)(2)
FIRST AMENDMENT TO THE
PRE-ACQUISITION AGREEMENT
THIS FIRST AMENDMENT TO THE PRE-ACQUISITION AGREEMENT (the "Amendment")
is made and entered into as of this 27th day of June, 2001, by and between Xxxx
Oil Company, a corporation formed under the laws of the State of Delaware with
its head and principal office in the City of Dallas, in the State of Texas
("HOC"), Xxxx Oil Canadian Acquisition III Corporation, a corporation duly
incorporated under and governed by the laws of the Province of Alberta with an
office in the City of Calgary, in the Province of Alberta ("Offeror") and
Chieftain International, Inc., a corporation duly incorporated under and
governed by the laws of the Province of Alberta with its head and principal
office in the City of Edmonton, in the Province of Alberta ("Chieftain"). This
Amendment amends the Pre-Acquisition Agreement, dated as of June 18, 2001, by
and among HOC, Offeror and Chieftain (the "Agreement"). Except as otherwise set
forth in this Amendment, capitalized terms shall have the meanings set forth in
the Agreement.
BACKGROUND:
The parties hereto desire to amend the Agreement as provided in this
Amendment.
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained and other good and valuable consideration (the receipt and adequacy
whereof are hereby acknowledged), the parties hereto agree as follows.
ARTICLE I
THE AMENDMENT
1.1 SECTION 2.5(a)
Section 2.5(a) of the Agreement is hereby amended and restated as
follows:
(a) Chieftain represents to Offeror that the board of directors of
Chieftain has taken all action necessary to (i) provide that in respect of the
Offer and the Offeror taking up any Chieftain Shares pursuant to the Offer a
Separation Time (as defined in the Chieftain Rights Plan) will not occur prior
to the date of a Stock Acquisition Date (as defined in the Chieftain Rights
Plan) occurring as a result of the Offeror taking up Chieftain Shares pursuant
to the Offer and (ii) redeem all outstanding Chieftain Rights and Convertible
Rights (as defined in the Chieftain Rights Plan) at the Redemption Price (as
defined in the Chieftain Rights Plan) as of the Close of Business (as defined in
the Chieftain Rights Plan) on the Business Day (as defined in the Chieftain
Rights Plan) immediately preceding the day that the Offeror takes up any
Chieftain Shares pursuant to the Offer.
1.2 EFFECTIVENESS
The provision of Section 1.1 shall be effective for all purposes as
of the date hereof and this Amendment is limited solely to the purposes and to
the extent expressly set forth herein. Except as expressly amended hereby, this
Amendment is not intended to constitute, and
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shall not be deemed to constitute, an amendment to any other term or provision
of the Agreement.
ARTICLE II
MISCELLANEOUS
2.1 WAIVER
HOC and Offeror hereby waive any breach of Section 2.5(a) of the
Agreement occurring prior to the effectiveness of (and as determined without
giving effect to) Section 1.1 of this Amendment.
2.2 INCORPORATION
The terms and provisions of the Agreement as amended hereby are by
reference incorporated herein and made a part hereof.
IN WITNESS WHEREOF, HOC, Offeror and Chieftain have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
CHIEFTAIN INTERNATIONAL, INC.
By: /s/ X.X. XXXXXX
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Name: X.X. Xxxxxx
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Title: President & CEO
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XXXX OIL COMPANY
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
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Title: Senior Vice President -- Business Development
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XXXX OIL CANADIAN ACQUISITION III
CORPORATION
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
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Title: Senior Vice President
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