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EXHIBIT 2.2
AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 dated as of April 17, 1998 (this "Amendment"), to
the Agreement and Plan of Merger dated as of March 4, 1998 (the "Agreement"), is
entered into by and between EVI, Inc., a Delaware corporation ("EVI"), and
Weatherford Enterra, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, EVI and the Company have entered into the Agreement, pursuant
to which the Company will merge with and into EVI (the "Merger"), upon the terms
and subject to the conditions of the Agreement, and each issued and outstanding
share of the Company's common stock, $0.10 par value, not owned by the Company,
EVI or any wholly owned subsidiary of the Company or EVI will be converted into
.95 of a share of EVI's common stock, $1.00 par value;
WHEREAS, EVI and the Company wish to amend the Agreement as set forth
in this Amendment; and
WHEREAS, capitalized terms used herein but otherwise not defined herein
shall have the meanings given to such terms in the Agreement;
NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Subsection (b) of Section 1.5 of the Agreement is hereby amended
in its entirety to read as follows:
"(b) The directors to be named by the Company have been
identified in writing to EVI. If, prior to the Effective Time of the
Merger, any of the Company's designees to the Board of Directors of the
Surviving Corporation as so selected shall decline or be unable to
serve as a director of the Surviving Corporation, the Company's other
designees shall designate another person to serve in such person's
stead, subject to the approval of a majority of EVI's Board of
Directors at that time, which approval shall not be unreasonably
withheld."
2. Section 1.6 of the Agreement is hereby amended in its entirety to
read as follows:
"SECTION 1.6. Officers. Xxxxxxx X. Duroc-Xxxxxx shall be the
Chairman, Chief Executive Officer and President of the Surviving
Corporation. The other officers of the Surviving Corporation shall be
the officers of EVI as of the Effective Time of the Merger, together
with such other persons as may be selected by EVI to serve as officers
of the Surviving Corporation. All such officers shall hold office in
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accordance with the Certificate of Incorporation and By-laws of the
Surviving Corporation from the Effective Time of the Merger until the
earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be."
3. Except as otherwise modified and amended by this Amendment, all
other terms and provisions of the Agreement shall remain in full force and
effect.
4. This Amendment may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
5. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed and delivered on its behalf as of the date first above
written.
EVI, INC.
By: /s/ Xxxxxxx X. Duroc-Xxxxxx
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Xxxxxxx X. Duroc-Xxxxxx
President and Chief Executive Officer
WEATHERFORD ENTERRA, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
President and Chief Executive Officer
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