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EXHIBIT 2.21
AMENDMENT NO. 1 TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (the "Amendment") is made as of the 5th day of
January, 1999, by and among Xxxxxxxxxxx International, Inc., a Delaware
corporation ("Weatherford"), Christiana Acquisition, Inc., a Wisconsin
corporation and wholly owned subsidiary of Weatherford ("Sub"), Christiana
Companies, Inc., a Wisconsin corporation ("Christiana"), and C2, Inc., a
Wisconsin corporation ("C2").
W I T N E S S E T H:
WHEREAS, Weatherford, Sub, Xxxxxxxxxx and C2 entered into an Agreement
and Plan of Merger dated as of December 12, 1997, as amended by Amendment No. 1
to Agreement and Plan of Merger and Logistic Purchase Agreement dated as of May
26, 1998, by and among Weatherford, Sub, Christiana, C2 and Total Logistic
Control, LLC, a Delaware limited liability company, and as amended by an
Amended and Restated Agreement and Plan of Merger (the "Merger Agreement")
dated as of October 14, 1998, by and among Weatherford, Sub, Xxxxxxxxxx and C2;
WHEREAS, the parties to the Merger Agreement now desire to amend the
Merger Agreement as provided for herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:
SECTION 1. Amendments.
(a) Section 7.1(b)(i) of the Merger Agreement is hereby
amended to replace the reference to "January 31, 1999" with a
reference to "February 28, 1999".
SECTION 2. Remainder of Agreement Not Affected. Except as set
forth in Section 1 hereof, the terms and provisions of the Merger Agreement
remain in full force and effect and are hereby ratified and confirmed.
SECTION 3. Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
SECTION 4. Governing Law. All questions arising out of this
Amendment and the rights and obligations created herein, or its validity,
existence, interpretation, performance or breach shall be governed by the laws
of the State of Delaware without regard to conflict of laws principles.
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IN WITNESS WHEREOF, each of the parties caused this Amendment to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.
XXXXXXXXXXX INTERNATIONAL, INC.
("Weatherford")
By: /S/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Senior Vice President, General
Counsel and Secretary
CHRISTIANA ACQUISITION, INC.
("Sub")
By: /S/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
President
CHRISTIANA COMPANIES, INC.
("Christiana")
By: /S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Chairman
C2, INC.
("C2")
By: /S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Chairman
