Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Willbros Group, Inc.\NEW\ | h74111e8vk.htm |
Exhibit 2
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
TO
AGREEMENT AND PLAN OF MERGER
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is
made and entered into as of June 22, 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, and amended that certain Agreement and Plan of Merger on May 17, 2010 (as amended, 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 follow:
1. Section 1.2 (“Closing”) of the Merger Agreement is hereby amended to delete
the phrase “May 27, 2010, or, if later,”.
2, Section 7.1(ii) (“Termination”) of the Merger Agreement is hereby amended
to replace (a) the date “June 30, 2010” with the date “July 15, 2010” and (b) the date “July 30,
2010” with the date “August 15, 2010” wherever they appear in said section.
3. Except as expressly amended by the terms of this Second Amendment, the Merger Agreement
shall remain in full force and effect in accordance with its terms.
4. This Second Amendment 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 Second Amendment to be executed as of the
date first written above by their respective officers thereunto duly authorized.
| WILLBROS GROUP, INC. |
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| By: | /s/ Van A. Welch | |||
| Van A. Welch | ||||
| Senior Vice President and CFO | ||||
| CO MERGER SUB I, INC. |
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| By: | /s/ Peter M. Brink | |||
| Peter M. Brink | ||||
| Vice President | ||||
| HO MERGER SUB II, LLC |
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| By: | /s/ Peter M. Brink | |||
| Peter M. Brink | ||||
| Vice President | ||||
| INFRASTRUX GROUP, INC. |
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| By: | /s/ Michael T. Lennon | |||
| Michael T. Lennon | ||||
| President and CEO | ||||