EXHIBIT 2.1.1
EXECUTION COPY
AMENDATORY AGREEMENT
THIS AMENDATORY AGREEMENT (this "AGREEMENT"), dated as of May 29, 2002,
is by and among Newfield Exploration Company, a Delaware corporation ("PARENT"),
Newfield Operating Company, a Texas corporation and a wholly owned subsidiary of
Parent ("MERGER SUB"), and EEX Corporation, a Texas corporation ("COMPANY").
WHEREAS, the parties to this Agreement also are parties to that certain
Agreement and Plan of Merger dated as of the date hereof (the "MERGER
AGREEMENT");
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree, effective as of the date of this Agreement, as follows:
1. The parties hereto hereby amend Section 3.2(d) of the Merger
Agreement by replacing the numbers "42,487,395" and "42,875,395" each time they
appear in such section with the number "42,574,298."
2. The parties hereto hereby amend Section 5.2(a)(i) of the Merger
Agreement by replacing the number "45,261,333" with the number "44,393,341."
3. The parties hereto hereby amend Section 6.1(f) of the Merger
Agreement by deleting the word "and" appearing immediately prior to clause (iii)
of such section and by inserting the following immediately prior to the
semi-colon at the end of such section: "and (iv) the issuance of 86,903
restricted shares of Company Common Stock pursuant to the EEX Corporation 1998
Stock Incentive Plan to non-employee directors of Company in connection with
Company's 2002 annual meeting of shareholders."
4. The parties hereto hereby amend Section 7.14(b)(ii) by inserting the
phrase "(free and clear of all Liens)" immediately after the word "acquire" and
immediately before the word "all."
5. The parties hereto hereby amend Section 7.14(b)(iii) by replacing
the phrase "liens, encumbrances or other security interests" with the word
"Liens."
6. The Merger Agreement, as amended by the foregoing provisions of this
Agreement, is hereby restated in its entirety as set forth in Annex A hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
NEWFIELD EXPLORATION COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Controller
EEX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President, General Counsel
and Corporate Secretary
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