EXHIBIT 99.1
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First
Amendment") dated as of December 2,1999, among EL PASO ENERGY CORPORATION,
a Delaware corporation ("Parent"), EL PASO ENERGY ACQUISITION CO., a
Delaware corporation ("Sub") and a wholly owned subsidiary of Parent, and
CRYSTAL GAS STORAGE, INC., a Louisiana corporation (the "Company").
WHEREAS, Parent, Sub and the Company entered into an Agreement and
Plan of Merger dated October 15, 1999 (the "Original Agreement"), providing
for, among other things, the merger of the Company with and into Sub,
whereby each issued and outstanding share of common stock of the Company
not owned directly or indirectly by Parent or the Company will be converted
into the right to receive $57 per share;
WHEREAS, Parent, Sub and the Company desire to amend the terms of the
Original Agreement as set forth herein; and
WHEREAS, the parties to the Shareholders Agreements (as defined in the
Original Agreement) have agreed that this First Amendment would not have
any adverse effect on such parties and therefore will not terminate, modify
or amend their obligations under the Shareholders Agreements and that the
Shareholders Agreements shall remain unchanged and in full force and
effect;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties
agree as follows:
SECTION 1. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Original Agreement.
SECTION 2. Section 3.1(h) is hereby amended by replacing the second
sentence thereof with the following:
"Except for the approval of the Merger by the holders of two-thirds of
all the votes entitled to be cast on the matter, voting together as a
class pursuant to which each Share is entitled to one vote and each
share of Senior Preferred Stock is entitled to .001 votes per share
(unless the shares of Senior Preferred Stock have been called for
redemption prior to such meeting and the provisions of Louisiana
Revised Statute 12:75 shall have been satisfied so that such shares
shall not be entitled to vote at such meeting) ("Company Stockholder
Approval"), no other stockholder action on the part of the Company is
required for approval of the Merger and the transactions contemplated
hereby."
SECTION 3. Parent, Sub and the Company currently expect that the
Company Stockholder Approval and the Effective Time of the Merger will take
place on January 5, 2000. Parent and Sub hereby agree that the Company's
efforts to prepare and file a preliminary Proxy Statement with the SEC and
to duly call, give notice of, convene and hold a meeting of its
stockholders at any time prior to January 15, 2000, satisfy the
requirements of (1) Sections 5.1(a) and 5.1(b) of the Original Agreement
for the Company to take such actions as soon as practicable and (2) Section
5.3(a) of the Original Agreement for the Company to consummate and make
effective, in the most expeditious manner practicable, the Merger and the
other transactions contemplated by the Original Agreement.
SECTION 4. Clause (i) of Section 5.3(b) of the Original Agreement is
amended by replacing it in its entirety with the following:
"(i) any representation or warranty made by it contained in this
Agreement becoming untrue or inaccurate in any respect (provided that
with respect to the Company's obligations regarding its
representations and warranties, this requirement shall, after December
2, 1999, only apply with respect to such representations and
warranties to the extent they are untrue or inaccurate in any respect
due to an act or omission of the Company and/or its subsidiaries)".
SECTION 5. Section 6.2(b) of the Original Agreement is amended by
inserting the following at the end thereof:
"provided, further, that for purposes of determining whether the
representations and warranties of the Company are true and correct in
all material respects as of the Effective Time of the Merger, between
December 2, 1999 and the Effective Time of the Merger such
representations and warranties may only become untrue or incorrect due
to acts or omissions of the Company and/or its subsidiaries;"
SECTION 6. Parent acknowledges and agrees that, to the Parent's
knowledge, as of the date hereof, Company has performed in all material
respects all obligations to be performed by it under the Original
Agreement.
SECTION 7. Exhibit A to the Original Agreement is amended by replacing
items 8 and 10, respectively, thereon with the following:
"8. Convert Crystal Eurasia Oil Company from a Delaware corporation
into a Delaware limited liability company or dissolve this
inactive subsidiary."
"10. Merge Crystal Exploration and Production Company, a Florida
corporation, into a newly created Delaware limited liability
company."
SECTION 8. This First 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, except that matters pertaining to the merger of the Company
into Sub shall be governed by the DGCL and the LBCL to the extent of their
applicability to the Merger.
SECTION 9. This First Amendment 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.
SECTION 10. As amended by this First Amendment, the Original Agreement
remains in full force and effect.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First
Amendment to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
EL PASO ENERGY CORPORATION
By /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Executive Vice President
EL PASO ENERGY ACQUISITION CO.
By /s/ Xxxxx Xxxx
--------------------------------
Name: Xxxxx Xxxx
Title: Executive Vice President
CRYSTAL GAS STORAGE, INC.
By /s/ X.X. Xxxxxxx, Xx.
--------------------------------
Name: X.X. Xxxxxxx, Xx.
Title: President and Chief
Executive Officer
