Amendment No. One to Agreement and Plan of Merger among Devon Energy Corporation, Devon Merger Co., and Santa Fe Snyder Corporation

Summary

This amendment, dated July 11, 2000, modifies the original merger agreement between Devon Energy Corporation, Devon Merger Co., and Santa Fe Snyder Corporation. The amendment changes the voting requirements for approval of the merger, specifying that a majority of the outstanding shares of Devon Common Stock and Northstar Exchangeable Shares, voting together as a single class, must be represented at the meeting. No other terms of the original agreement are changed.

EX-2.1 2 ex-2_1.txt EX 2.1 AMENDMENT NO. ONE TO AGREEMENT AND PLAN OF MERGER BY AND AMONG DEVON ENERGY CORPORATION, DEVON MERGER CO. AND SANTA FE SNYDER 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 Fe Snyder Corporation, a Delaware corporation ("Santa Fe Snyder"). 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 R. Ligon --------------------------------------- Name: Duke R. Ligon Title: Senior Vice President and General Counsel DEVON MERGER CO. By /s/ Duke R. Ligon --------------------------------------- Name: Duke R. Ligon Title: Vice President SANTA FE SNYDER CORPORATION By /s/ Dave Hicks --------------------------------------- Name: Dave Hicks Title: Vice President - Law and General Counsel