EXHIBIT 2.2
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER (this "Amendment No. 1"), dated as of January 15, 2002, by and among Blue
Dolphin Energy Company, a Delaware corporation ("BDCO"), BDCO Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of BDCO ("Merger Sub"), and
American Resources Offshore, Inc., a Delaware corporation ("ARO"). Unless
otherwise indicated, capitalized terms used herein without definition shall have
the respective meanings set forth in the Merger Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, BDCO, Merger Sub and ARO are parties to that certain Amended
and Restated Agreement and Plan of Merger, dated as of December 19, 2001 (the
"Merger Agreement"); and
WHEREAS, BDCO, Merger Sub and ARO desire to amend the Merger Agreement
as set forth in this Amendment No. 1;
NOW, THEREFORE, in consideration of the agreements contained in this
Amendment No. 1, the parties agree as follows:
1. Section 1.8(b) of the Merger Agreement shall be deleted in
its entirety and the following substituted in place thereof:
"(b) Conversion of Common Stock. At the Effective Time, each issued and
outstanding share of Common Stock, other than Dissenting Shares (as
defined in Section 1.12) that are owned by Dissenting Stockholders (as
defined in Section 1.12) that have properly exercised appraisal rights
pursuant to Section 262 of the DGCL and shares to be cancelled in
accordance with Section 1.8(a), shall be converted into the right to
receive, at the election of the holder thereof, one of the following
(as adjusted pursuant to Section 1.11, the "Common Stock Merger
Consideration"):
(i) for each share of Common Stock with respect to which an
election to receive shares of BDCO common stock, par value
$0.01 per share (the "BDCO Common Stock"), has been
effectively made, and not revoked or lost, pursuant to Section
1.10 (a "Common Share Election") and for each share with
respect to which a Common Share Election is deemed to have
been made pursuant to Section 1.10, the right to receive a
fraction of a share of BDCO Common Stock equal to the Common
Exchange Ratio (as defined below) (the "Common Stock
Consideration"); and
(ii) for each such share of Common Stock with respect to which
an election to receive Cash has been effectively made, and not
revoked or lost, pursuant to Section 1.10 (a "Common Cash
Election"), the right to receive $.06 in cash, without
interest, (the "Common Cash Consideration").
All such shares of Common Stock shall no longer be outstanding and
shall automatically be cancelled and retired and shall cease to exist,
and each holder of a certificate representing any such shares of Common
Stock shall cease to have any rights with respect thereto, except the
right to receive the Merger Consideration (as defined in Section
1.9(a)) upon surrender of such certificate in accordance with Section
1.9. The "Common Exchange Ratio" shall be equal to the greater of
either (A) .0276 or (B) .06 divided by the BDCO Share Price (as defined
below). The "BDCO Share Price" shall be equal to the average of the per
share sales price (excluding after-market trading) for BDCO Common
Stock on the Small Cap Market System of the National Association of
Securities Dealers Automated Quotation System as reported in the Wall
Street Journal, calculated to two decimal places, for the ten (10)
trading days immediately preceding the date on which the Proxy
Statement is first mailed."
2. Except as herein modified, all other provisions of the
Merger Agreement shall be and remain in full force and effect.
3. This Amendment No. 1 may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Agreement and Plan of Merger to be signed by their respective officers
thereunto duly authorized, all as of the date first written above.
AMERICAN RESOURCES OFFSHORE, INC.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Vice President
BLUE DOLPHIN ENERGY COMPANY
By: /s/ G. XXXXX XXXXX
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G. Xxxxx Xxxxx
Vice President and Treasurer
BDCO MERGER SUB, INC.
By: /s/ G. XXXXX XXXXX
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G. Xxxxx Xxxxx
Vice President and Treasurer
