Exhibit 2.2
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of November 24, 1999, hereby amends the Agreement and
Plan of Merger, dated as of January 10, 1999, as amended (the "Agreement"),
among XXXXXX INDUSTRIES, INC., a Delaware corporation ("Parent"), STARRY
ACQUISITION CORP., a Texas corporation ("Merger Sub"), and POOL ENERGY SERVICES
CO., a Texas corporation (the "Company"). Capitalized terms used but not defined
in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
WHEREAS, the parties wish to proceed to a closing of the Merger and
related transactions contemplated by the Agreement; and
WHEREAS, the parties wish to confirm their interpretation of Section
2.5 of the Agreement, and to delete provisions of Section 6.13 since it is not
necessary.
IN CONSIDERATION of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. For purposes of Section 2.5 of the Agreement, the parties agree
that the relevant stock option plan and form of stock option agreement governing
options to be issued pursuant to the Roll-Over Alternative and the Retirement
Roll-Over Alternative are those attached hereto as Exhibit A and Exhibit B.
2. The text of Section 6.13 of the Agreement is hereby deleted in its
entirety and the text "OMITTED" is hereby inserted in its place.
3. The Agreement, as amended hereby, is and shall continue to be in
full force and effect, and is hereby in all respects ratified and confirmed.
4. The Amendment shall be governed by and construed in accordance with
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law. This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President and Chief Operating
Officer
STARRY ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President
POOL ENERGY SERVICES CO.
By: /s/ X. X. Xxxxxxxxxx
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X. X. Xxxxxxxxxx
Chairman, President and Chief
Executive Officer
