Exhibit 2.2
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Amendment dated as of July 10, 2001 (the "Agreement") to the
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Agreement and Plan of Merger, dated June 20, 2001 (the "Merger Agreement") is
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entered into by and among CABOT OIL & GAS CORPORATION, a Delaware corporation
("Acquiror"), COG COLORADO CORPORATION, a Colorado corporation and wholly-owned
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subsidiary of Acquiror ("Merger Sub"), CODY COMPANY, a Colorado corporation
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("Cody Company"), and all of the shareholders of Cody Company (the
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"Shareholders"). Acquiror and Merger Sub are sometimes referred to herein as
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the "Acquiror Companies" and the Acquiror Companies, Cody Company, and the
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Shareholders are referred to herein individually as, a "Party," and collectively
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as, the "Parties."
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RECITALS
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WHEREAS, the Parties have entered into the Merger Agreement;
WHEREAS, the Parties find it necessary to amend the Merger Agreement
in the manner specified in this Agreement to allow the Parties additional time
to negotiate certain matters before the Closing (as defined in the Merger
Agreement);
WHEREAS, the provisions of this Agreement in no way diminish the
rights and obligations of the Parties under provisions of the Merger Agreement
that are not amended by this Agreement.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. Capitalized terms not defined herein have the
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same meaning specified in the Merger Agreement.
ARTICLE II
AMENDMENTS
Section 2.01. Section 1.06(d) of the Merger Agreement. Section 1.06(d) of the
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Merger Agreement is amended as follows:
(a) in the third sentence of Section 1.06(d) of the Merger Agreement,
replace "within 20 days after the date of this Agreement" with "by the end of
the day which is two
1
business days after the day on which Acquiror has received all of the
information requested in Appendix A hereto (the "Tax Diligence Deadline")";
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(b) in the fifth sentence of Section 1.06(d) of the Merger Agreement,
replace "on or before July 20, 2001" with "at least three business days prior to
the Closing Date";
(c) in the seventh sentence of Section 1.06(d) of the Merger
Agreement, replace "within 20 days after the date of this Agreement" with "by
the Tax Diligence Deadline";
(d) in the ninth sentence of Section 1.06(d) of the Merger Agreement,
replace "on or before July 20, 2001" with "at least three business days prior to
the Closing Date".
Section 2.02. Definition of Identified Amended Return Issue. The definition
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of "Identified Amended Return Issue" in Appendix I to the Merger Agreement is
amended as follows: in the second sentence, replace "within 20 days of signing
this Agreement" with "by the Tax Diligence Deadline".
Section 2.03. Definition of Identified Inconsistent Position. The
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definition of "Identified Inconsistent Position" in Appendix I to the Merger
Agreement is amended as follows: in the second sentence, replace "within 20 days
of signing this Agreement" with "by the Tax Diligence Deadline".
ARTICLE III
MISCELLANEOUS
Section 3.01. Compliance with Section 10.04 of the Merger Agreement. The
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Parties agree that this Agreement amends the Merger Agreement in accordance with
and in compliance with Section 10.04 of the Merger Agreement, and each Party
represents and warrants that it has taken, and covenants that it will undertake,
any and all actions necessary so that the amendments made by this Agreement are
validly made in compliance with Section 10.04 of the Merger Agreement.
Section 3.02. Effect of Agreement. Except as expressly set forth herein,
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this Agreement does not alter or modify any right or obligation any Party has
under the Merger Agreement.
Section 3.03. Counterparts. This Agreement may be executed in multiple
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counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
[SIGNATURE PAGES TO FOLLOW]
CABOT OIL & GAS CORPORATION
By: /s/ Ray Seegmiller
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Title: Chief Executive Officer and
Chairman of the Board
COG COLORADO CORPORATION
By: /s/ J. Scott Arnold
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Title: Vice President
CODY COMPANY
By: /s/ Brown W. Cannon Jr.
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Title: President
By: /s/ Diane G. Wallach
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Title: Secretary
SHAREHOLDERS
[Original signed by all Shareholders of Cody
Company]