AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment (this “Amendment”) No. 1 to Agreement and Plan of Merger is made as of December 30, 2003, by and among Xxxxxxxxx-UTI Energy, Inc., a Delaware corporation (“Parent”), Xxxxxxxxx-UTI Acquisition, LLC, a Texas limited liability company and a wholly-owned subsidiary of Parent (“Sub”), and TMBR/Sharp Drilling, Inc., a Texas corporation (the “Company”).
WHEREAS, Parent, Sub and the Company have entered into the Agreement and Plan of Merger, dated as of May 26, 2003 (the “Agreement”); and
WHEREAS, Parent, Sub and the Company wish to amend the Agreement;
1. | Capitalized Terms. Capitalized terms not defined in this Amendment shall have the same meaning given to them in the Agreement. |
3. | Remainder of Agreement Not Affected. Except as set forth in Paragraph 2 of this Amendment, the remaining terms and provisions of the Agreement remain in full force and effect and are hereby ratified and confirmed. |
5. | Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
6. | Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the provisions of Article 9 of the Agreement. |
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Xxxxxxxxx-UTI Energy, Inc. | ||||
By | /s/ Xxxx X. Xxxxxxx | |||
Xxxx X. Xxxxxxx III Senior Vice President - Corporate Development |
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Xxxxxxxxx-UTI Acquisition, LLC | ||||
By | /s/ Xxxx X. Xxxxxxx | |||
Xxxx X. Xxxxxxx III Vice President |
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TMBR/Sharp Drilling, Inc. | ||||
By | /s/ Xxxxxxx X. Xxxxxxxx | |||
Xxxxxxx X. Xxxxxxxx President |
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