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EXHIBIT 2.2
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as
of January 15, 1999 (this "Amendment"), is entered into among XXXXXX INDUSTRIES,
INC., a Delaware corporation ("Parent"), NABORS ACQUISITION CORP. VII, a
Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Parent, and
BAYARD DRILLING TECHNOLOGIES, INC., a Delaware corporation (the "Company").
WHEREAS, as of October 19, 1998, Parent, Merger Sub and the
Company entered into a certain Agreement and Plan of Merger (the "Merger
Agreement"); and
WHEREAS, the parties hereto desire to amend the Merger
Agreement in certain respects; and
WHEREAS, Section 8.3 of the Merger Agreement provides that the
Merger Agreement may be amended by the parties thereto by action taken by or on
behalf of their respective Boards of Directors at any time prior to the
Effective Time, if set forth in an instrument in writing signed by the parties
thereto; and
WHEREAS, the Boards of Directors of each of the parties to the
Merger Agreement have approved the execution, delivery and performance of this
Amendment;
NOW THEREFORE, in consideration of the premises, the terms and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms used but not separately defined in
this Amendment shall have the meanings assigned to such terms in the Merger
Agreement.
2. The Merger Agreement is hereby amended as follows:
a. Section 6.11 shall be amended to read in its
entirety as follows:
"6.11 Executive Employment Agreement. As of or prior
to the Effective Time, Parent shall cause Xxxxxx Drilling USA,
Inc. to enter into a new
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employment agreement with Xxxxx X. Xxxxx, the Chairman and
Chief Executive Officer of the Company, in substantially the
form of Exhibit 6.11A."
b. Exhibit 6.11B, and the reference to Exhibit 6.11B
in the list of Exhibits following the Table of Contents, shall be
deleted in its entirety.
c. Exhibit 6.13 shall be amended to read in its
entirety as attached hereto as Annex 1.
3. The Merger Agreement is hereby ratified by each of the
parties hereto, and the terms and provisions of the Merger Agreement as amended
pursuant to Section 2 hereof shall remain in full force and effect.
4. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have
caused this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
XXXXXX INDUSTRIES, INC.
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
President and Chief Operating Officer
NABORS ACQUISITION CORP. VII
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
President
BAYARD DRILLING TECHNOLOGIES, INC.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
President
