SECOND AMENDMENT TO MERGER AGREEMENT
Execution
Version
SECOND
AMENDMENT TO MERGER AGREEMENT
THIS
SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”)
is made and entered into as of January 29, 2007, by and among XxXxxxxx
Corporation, a West Virginia corporation (the “Company”),
McJ Holding Corporation, a Delaware corporation (“Parent”),
and Hg Acquisition Corp., a West Virginia corporation and a wholly owned
subsidiary of Parent (“Merger
Sub”).
W
I T N E S S E T H:
WHEREAS,
the Company, Parent and Merger Sub are parties to that certain Merger Agreement
dated as of December 4, 2006, as amended (the “Agreement”);
and
WHEREAS,
the Company, Parent and Merger Sub desire to amend the Agreement, as hereinafter
more particularly set forth;
NOW,
THEREFORE, for and in consideration of the premises, the mutual covenants
contained herein and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:
1. All
capitalized terms used in this Amendment which are not otherwise defined herein
are used with the same meaning attributed to such capitalized terms in the
Agreement.
2. Schedule
I to the Agreement is hereby deleted in its entirety and replaced with Schedule
I attached hereto.
3. This
Amendment may be executed in two or more separate counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
4. Except as
expressly set forth herein, the parties make no other amendment, alteration or
modification of the Agreement nor do they, nor does any of them, by executing
this Amendment, waive any provision of the Agreement or any right that they or
it may have thereunder. Except as expressly set forth herein, the Agreement
shall otherwise remain in full force and effect.
[The next
page is the signature page]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
XXXXXXXX
CORPORATION.
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By
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/s/ X.X. Xxxxxx III | ||
Name:
X.X. Xxxxxx III
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|||
Title:
President and CEO
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McJ
HOLDING CORPORATION
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By
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/s/ Xxxxxxxxx Xxxxxxxxxx | ||
Name:
Xxxxxxxxx Xxxxxxxxxx
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Title:
Vice President
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Hg ACQUISITION
CORP.
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By
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/s/ Xxxxxxxxx Xxxxxxxxxx | ||
Name:
Xxxxxxxxx Xxxxxxxxxx
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|||
Title:
Vice President
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Signature
Page for Second Amendment