AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of
October 5, 1995, is between Xxxxxxxxxxx International Incorporated, a
Delaware corporation, and Enterra Corporation, a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into an Agreement and Plan of
Merger dated as of June 23, 1995, and Amendment No. 1 to Agreement and
Plan of Merger dated as of August 28, 1995 (collectively, the "Merger
Agreement");
WHEREAS, the parties hereto wish to amend the Merger Agreement as set
forth in this Amendment No. 2;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
Section 1. Exhibits 5.15, 5.19(a)(ii) and 5.19(a)(iv) to the
Merger Agreement are amended to read in their entirety as attached hereto.
Section 2. This Amendment No. 2 shall be governed in all respects,
including, without limitation, validity, interpretation and effect, by the
laws of the State of Delaware.
Section 3. This Amendment No. 2 may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute 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 party.
Section 4. As amended by this Amendment No. 2, the Merger Agreement
remains in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 2 has been signed by or on behalf
of each of the parties as of the date first above written.
XXXXXXXXXXX INTERNATIONAL INCORPORATED
By /s/ XXXXXX XXXXXXXXXX
------------------------------------
Xxxxxx Xxxxxxxxxx
Chairman of the Board, President and
Chief Executive Officer
ENTERRA CORPORATION
By /s/ D. XXXX XXXX
------------------------------------
D. Xxxx Xxxx
Chairman of the Board, President and
Chief Executive Officer
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