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Exhibit 2.2
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of
Merger (this " Amendment "), dated as of February 23, 2007,
by and among The Exploration Company of Delaware, Inc., a Delaware
corporation (" Parent "), Output Acquisition Corp., a Texas
corporation and a wholly-owned Subsidiary of Parent (" Sub
"), and Output Exploration, LLC, a Delaware limited liability
company (the " Company ") amends that certain Agreement and
Plan of Merger, dated as of February 20, 2007, by and among Parent,
Sub and the Company (the " Merger Agreement "). Capitalized
terms used and not defined herein shall have the meanings given to
them in the Merger Agreement.
WHEREAS, the parties to the Merger Agreement
desire to amend Section 5.9(c) to clarify the parties' original
intent with respect to the obligations set forth
therein;
NOW, THEREFORE, in consideration of the foregoing
and the respective representations, warranties, covenants and
agreements set forth in the Merger Agreement and this Amendment,
the parties hereto agree as follows:
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1.
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Amendment to Section 5.9(c) of the Merger
Agreement . Section 5.9(c) of the Merger Agreement is hereby
amended by restating such subsection i
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