EXHIBIT 4.5
AMENDING SUPPORT AGREEMENT
THIS AMENDING SUPPORT AGREEMENT is entered into as of August 17, 1999,
among Devon Energy Corporation, a Delaware corporation ("New Devon"), Devon
Energy Corporation (Oklahoma) (formerly Devon Energy Corporation, an Oklahoma
corporation) ("Old Devon"), and Northstar Energy Corporation, an Alberta
corporation ("Northstar").
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 and Northstar executed and delivered a Support Agreement
dated December 10, 1998 (the "Support 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 Support
Agreement) received shares of the common stock of New Devon; and (ii) 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 Support Agreement by its terms incorporates the
defined terms of the Exchangeable Share Provisions into the Support Agreement;
WHEREAS it is necessary to substitute Old Devon with New Devon in the
Support Agreement and amend the Support Agreement pursuant to Section 3.2 of
the Support 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 Support 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 Support Agreement.
2 New Devon hereby agrees with Old Devon and Northstar 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 Support Agreement.
3 Northstar hereby consents to and accepts New Devon as a party of the
Support Agreement and agrees the Support 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 For greater certainty, the "Exchangeable Share Provisions" referred to in
the recitals to the Support Agreement shall be deemed to include any
amendment thereto made from time to time.
5 This Agreement shall be construed and enforced in accordance with the laws
of the Province of Alberta and the laws of Canada applicable therein.
6 Except as specifically provided for in this Agreement, the Support
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 and Northstar 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:_________________________________
