AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
EXECUTION VERSION
AMENDMENT NO. 1
This AMENDMENT NO. 1, dated as of October 26, 2009 (this “Amendment”), to the
Agreement and Plan of Merger, dated as of June 1, 2009 (the “Merger Agreement”), is entered
into among HH GP Holding, LLC, an Oklahoma limited liability company (“Parent”), HPGP
MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger
Sub” and, together with Parent, the “Parent Parties”), Xxxxxx Partners GP Holdings,
LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings
GP”), and Xxxxxx Holdings GP, LP, a Delaware limited partnership (“Holdings” and,
together with Holdings GP, the “Holdings Parties”). Unless otherwise defined herein,
capitalized terms used in this Amendment shall have the respective meaning ascribed to such terms
in the Merger Agreement.
W I T N E S S E T H :
WHEREAS, the parties hereto are parties to the Merger Agreement, pursuant to which, upon the
terms and subject to the conditions set forth therein, the parties intend to effect the Merger
whereby Merger Sub is to be merged with and into Holdings, with Holdings surviving that merger; and
WHEREAS, the parties hereto wish to amend Section 7.1 of the Merger Agreement as set forth in
this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements
contained herein, and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree that, effective as of the date of
this Amendment, the Merger Agreement shall be amended as follows:
ARTICLE I
AMENDMENT
Section 1.1 Amendment to Section 7.1. Section 7.1(b)(i) of the Merger Agreement is
hereby amended by deleting “November 1, 2009” and replacing it with “November 6, 2009”.
ARTICLE II
GENERAL PROVISIONS
Section 2.1 Effect on the Merger Agreement. The Merger Agreement shall remain in full
force and effect and, as amended by this Amendment, is hereby ratified and affirmed in all
respects. On and after the date hereof, each reference in the Merger Agreement to “this Agreement,”
“herein,” “hereunder” or words of similar import shall mean and be a reference to the Merger
Agreement as amended by this Amendment.
Section 2.2 Counterparts; Effectiveness. This Amendment may be executed in two or more
counterparts (including by facsimile), each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument, and shall become effective when
one or more counterparts have been signed by each of the parties and delivered (by telecopy or
otherwise) to the other parties.
Section 2.3 Governing Law. This Amendment, and all claims or causes of action (whether at
law, in contract or in tort) that may be based upon, arise out of or relate to this Amendment or
the negotiation, execution or performance hereof, shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
Section 2.4 Headings. Headings of the Articles and Sections of this Amendment are for the
convenience of the parties only and shall be given no substantive or interpretative effect
whatsoever.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
as of the date first written above.
| HH GP HOLDING, LLC | ||||||
| By: | /s/ Xxxxxx Xxxx | |||||
| President | ||||||
| HPGP MERGERCO, LLC | ||||||
| By: | /s/ Xxxxxx Xxxx | |||||
| Xxxxxx Xxxx | ||||||
| President | ||||||
| XXXXXX PARTNERS GP HOLDINGS, LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||
| Xxxxxx X. Xxxxxxx | ||||||
| Chief Executive Officer and President | ||||||
| XXXXXX HOLDINGS GP, LP | ||||||
| By: | Xxxxxx Partners GP Holdings, LLC, | |||||
| its General Partner | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||
| Xxxxxx X. Xxxxxxx | ||||||
| Chief Executive Officer and President | ||||||
[Signature Page to Amendment No. 1 of the Xxxxxx Holdings Merger Agreement]
