Attached files
file | filename |
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EX-99.1 - EX-99.1 - Willbros Group, Inc.\NEW\ | h73134exv99w1.htm |
EX-99.2 - EX-99.2 - Willbros Group, Inc.\NEW\ | h73134exv99w2.htm |
EX-99.3 - EX-99.3 - Willbros Group, Inc.\NEW\ | h73134exv99w3.htm |
8-K - FORM 8-K - Willbros Group, Inc.\NEW\ | h73134e8vk.htm |
EXHIBIT 2
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this Amendment) is made and entered
into as of May 17, 2010, by and among Willbros Group, Inc., a Delaware corporation
(Parent), Co Merger Sub I, Inc., a newly formed Washington corporation and a wholly owned
subsidiary of Parent (Merger Sub I), Ho Merger Sub II, LLC, a newly formed Delaware
limited liability company and a wholly owned subsidiary of Parent (Merger Sub II and,
together with Merger Sub I, the Merger Subs), and InfrastruX Group, Inc., a Washington
corporation (the Company, and, together with Parent and the Merger Subs, the
Parties).
RECITALS
WHEREAS, the Parties entered into a certain Agreement and Plan of Merger dated as of March 11,
2010 (the Merger Agreement); and
WHEREAS, the Parties desire to amend the Merger Agreement in certain respects; and
WHEREAS, the Merger Agreement may be amended pursuant to Section 7.3 thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Section 1.2 (Closing) of the Merger Agreement is hereby amended to
replace the date April 30, 2010 with the date May 27, 2010 as it appears in said section.
2. Section 7.1(ii) (Termination) of the Merger Agreement is hereby amended
to replace (a) the date May 31, 2010 with the date June 30, 2010 and (b) the date June 30,
2010 with the date July 30, 2010 wherever they appear in said section.
3. Except as expressly amended by the terms of this Amendment, the Merger Agreement shall
remain in full force and effect in accordance with its terms.
4. This Agreement may be executed in one or more counterparts, and by the different Parties in
separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
[Signatures on following page.]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first
written above by their respective officers thereunto duly authorized.
WILLBROS GROUP, INC. |
||||
By: | /s/ Van A. Welch | |||
Van A. Welch | ||||
Senior Vice President and CFO | ||||
CO MERGER SUB I, INC. |
||||
By: | /s/ Peter M. Brink | |||
Peter M. Brink | ||||
Vice President | ||||
HO MERGER SUB II, LLC |
||||
By: | /s/ Peter M. Brink | |||
Peter M. Brink | ||||
Vice President | ||||
INFRASTRUX GROUP, INC. |
||||
By: | /s/ Michael T. Lennon | |||
Michael T. Lennon | ||||
President and CEO | ||||
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