Exhibit 2.1
Amendment No. 1 to Agreement and Plan of Merger
AMENDMENT NO. 1, dated as of July 12, 1999 (this "Amendment"), to the
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Agreement and Plan of Merger, dated as of March 31, 1999 (the "Agreement"),
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among BP AMOCO p.l.c., an English public limited company ("BP Amoco"), ATLANTIC
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RICHFIELD COMPANY, a Delaware corporation ("ARCO") and Prairie Holdings, Inc., a
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Delaware corporation and direct wholly owned subsidiary of BP Amoco ("Merger
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Sub").
W I T N E S S E T H:
WHEREAS, BP Amoco, ARCO and Merger Sub desire to amend the Agreement;
and
WHEREAS, Section 6.2 of the Agreement provides that, prior to approval
by the respective shareholders of ARCO and BP Amoco, the Agreement may be
modified or amended by agreement of the parties, by action taken or authorized
by their respective boards of directors prior to the Effective Time (as defined
in the Agreement) and by an instrument in writing executed and delivered by duly
authorized officers of each of the parties hereto; and
WHEREAS, the respective Boards of BP Amoco, ARCO and Merger Sub have
approved this Amendment and authorized their duly authorized officers to execute
and deliver this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
Amendments to the Agreement
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1.1 The Agreement shall be amended to read in its entirety as set forth
in Appendix 1 hereto.
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ARTICLE II
Miscellaneous
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2.1 Definitions. Capitalized terms used in this Amendment and not
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defined herein shall have the respective meanings ascribed to them in the
Agreement.
2.2 Entire Agreement; Restatement. Other than as amended by Section 1.1
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above, the Agreement shall remain in full force and effect unaffected hereby.
Reference in the Agreement to "this Agreement," "herein" and "hereof" shall be
deemed to refer to the Agreement, as amended by this Amendment, and the parties
hereto hereby agree that the Agreement may be restated to reflect the amendments
provided for in this Amendment.
2.3 Counterparts. This Amendment may be executed in any number of
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counterparts, each such counterpart being deemed an original instrument, and all
such counterparts shall together constitute the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Amendment to be executed as of the date first written above.
BP AMOCO p.l.c.
By:___________________________
Name:
Title:
ATLANTIC RICHFIELD COMPANY
By:___________________________
Name:
Title:
PRAIRIE HOLDINGS, INC.
By:___________________________
Name:
Title:
