FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of this 30th day of July, 1997, is by and among EQUITY COMPRESSION
SERVICES CORPORATION, an Oklahoma corporation (the "Parent"), OEC ACQUISITION
CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent
(the "Merger Sub"), OUACHITA ENERGY CORPORATION, a Louisiana corporation (the
"Company") and XXXXXX X. XXXXX (the "Shareholder"). The Parent, the Merger
Sub, the Company and the Shareholder are sometimes collectively referred to
herein as the "Parties" and individually as a "Party".
W I T N E S S E T H
WHEREAS, the Parties are parties to that certain Agreement and Plan of
Merger dated as of May 15, 1997 (the "Merger Agreement"); and
WHEREAS, the Parties now desire to amend the Merger Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, the Parties, intending to be legally bound, hereto agree as follows:
1. DEFINED TERMS; CONTROLLING AGREEMENT.
1.01 DEFINED TERMS. Unless defined herein or unless the context clearly
indicates to the contrary, all defined or capitalized terms contained in the
Merger Agreement shall have the same meaning in this Amendment as in the
Merger Agreement.
1.02 CONTROLLING AGREEMENT. Unless specifically modified or amended
herein, the Merger Agreement shall remain in full force and effect. In the
event of any inconsistency between this Amendment and the Merger Agreement,
the terms of this Amendment shall control.
2. MODIFICATIONS TO THE MERGER AGREEMENT. The Parties agree that the
Closing Date shall be August 1, 1997 of such other date as the Parties shall
agree, and the outside date for the Closing set forth in Section 9.1(B) shall
be August 15, 1997.
3. MISCELLANEOUS.
3.01 EXCLUSIVE AGREEMENT. The Merger Agreement, as amended by this
Amendment, together with the Asset Purchase Agreement, the Exhibits, the
Confidentiality Agreement, the Indemnification Agreement and any schedules or
agreements delivered in connection with the Merger Agreement or the
consummation of the Merger supersedes all prior agreements among the Parties
(written or oral)
and is intended as a complete and exclusive statement of the terms of the
agreements among the Parties.
3.02 CHOICE OF LAW; HEADING. This Amendment shall be governed by the
internal laws of the State of Texas. The captions or headings contained in
this Amendment are for reference purposes only and shall not affect in any
way the meaning and interpretation of this Amendment.
3.03 COUNTERPARTS. This Amendment may be executed in a ny number of
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
EQUITY COMPRESSION SERVICES CORPORATION
By: _____________________
Name: ___________________
Title: __________________
OEC ACQUISITION CORPORATION
By: _____________________
Name: ___________________
Title: __________________
OUACHITA ENERGY CORPORATION
By: _____________________
Name: ___________________
Title: __________________
__________________________
XXXXXX X. XXXXX
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