Attached files

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EX-99.1 - EX-99.1 - Willbros Group, Inc.\NEW\h73134exv99w1.htm
EX-99.2 - EX-99.2 - Willbros Group, Inc.\NEW\h73134exv99w2.htm
EX-99.3 - EX-99.3 - Willbros Group, Inc.\NEW\h73134exv99w3.htm
8-K - FORM 8-K - Willbros Group, Inc.\NEW\h73134e8vk.htm
EXHIBIT 2
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
     This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 17, 2010, by and among Willbros Group, Inc., a Delaware corporation (“Parent”), Co Merger Sub I, Inc., a newly formed Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Ho Merger Sub II, LLC, a newly formed Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and InfrastruX Group, Inc., a Washington corporation (the “Company,” and, together with Parent and the Merger Subs, the “Parties”).
RECITALS
     WHEREAS, the Parties entered into a certain Agreement and Plan of Merger dated as of March 11, 2010 (the “Merger Agreement”); and
     WHEREAS, the Parties desire to amend the Merger Agreement in certain respects; and
     WHEREAS, the Merger Agreement may be amended pursuant to Section 7.3 thereof.
     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
     1. Section 1.2 (“Closing”) of the Merger Agreement is hereby amended to replace the date “April 30, 2010” with the date “May 27, 2010” as it appears in said section.
     2. Section 7.1(ii) (“Termination”) of the Merger Agreement is hereby amended to replace (a) the date “May 31, 2010” with the date “June 30, 2010” and (b) the date “June 30, 2010” with the date “July 30, 2010” wherever they appear in said section.
     3. Except as expressly amended by the terms of this Amendment, the Merger Agreement shall remain in full force and effect in accordance with its terms.
     4. This Agreement may be executed in one or more counterparts, and by the different Parties 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.
[Signatures on following page.]

 


 

     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
         
  WILLBROS GROUP, INC.
 
 
  By:   /s/ Van A. Welch    
    Van A. Welch   
    Senior Vice President and CFO   
 
  CO MERGER SUB I, INC.
 
 
  By:   /s/ Peter M. Brink    
    Peter M. Brink   
    Vice President   
 
  HO MERGER SUB II, LLC
 
 
  By:   /s/ Peter M. Brink    
    Peter M. Brink   
    Vice President   
 
  INFRASTRUX GROUP, INC.
 
 
  By:   /s/ Michael T. Lennon    
    Michael T. Lennon   
    President and CEO   
 

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