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Agreement and Plan of Reorganization

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Title:

Agreement and Plan of Reorganization

Entities:

Carbon Energy Corp; Evergreen Resources, Inc.; RBC Dain Rauscher Inc.; Wachovia Bank, NA; Womble Carlyle Sandridge & Rice PLLC

Date:

2003

Size:

Preview shows 38KB of 153KB total

Price:

$48

ID:

#1540259

► Plans ► Agreements ► Agreements & Plans of Reorganization
► Energy ► Oil & Gas Operations
► Financial
► Services ► Legal

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AGREEMENT AND PLAN OF REORGANIZATION
AMONG
CARBON ENERGY CORPORATION,
EVERGREEN RESOURCES, INC.
AND
EVERGREEN MERGER CORPORATION

TABLE OF CONTENTS


ARTICLE I DEFINITIONS
	1.1	Definitions.
	1.2	Terms Defined Elsewhere.
ARTICLE II THE MERGER
	2.1	Merger.
	2.2	Filing; Plan of Merger.
	2.3	Effective Time.
	2.4	Closing.
	2.5	Effect of Merger.
	2.6	Further Assurances.
	2.7	Merger Consideration.
	2.8	Conversion of Shares; Payment of Merger Consideration.
	2.9	Conversion of Stock Options.
	2.10	Anti-Dilution.
	2.11	No Right to Dissent.
ARTICLE III REPRESENTATIONS AND WARRANTIES OF CARBON
	3.1	Capital Structure.
	3.2	Organization, Standing and Authority.
	3.3	Ownership of Subsidiaries.
	3.4	Organization, Standing and Authority of the Subsidiaries.
	3.5	Authorized and Effective Agreement.
	3.6	Securities Documents; Financial Statements; Statements True.
	3.7	Minute Books.
	3.8	Adverse Change.
	3.9	Absence of Undisclosed Liabilities; Imbalances; Hedging.
	3.10	Properties.
	3.11	Environmental Matters.
	3.12	Insurance.
	3.13	Tax Matters.
	3.14	Employees; Compensation; Benefit Plans.
	3.15	Certain Contracts.
	3.16	Legal Proceedings.
	3.17	Compliance with Laws; Filings.
	3.18	Brokers and Finders.
	3.19	Related Party Transactions.
	3.20	Certain Information.
	3.21	Tax and Regulatory Matters.
	3.22	State Takeover Laws.
	3.23	Labor Relations.
	3.24	Fairness Opinion.
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EVERGREEN
	4.1	Capital Structure.
	4.2	Organization, Standing and Authority of Evergreen.
	4.3	Authorized and Effective Agreement.
	4.4	Organization, Standing and Authority of Evergreen Subsidiaries.
	4.5	Securities Documents; Financial Statements; Statements True.
	4.6	Certain Information.
	4.7	Tax and Regulatory Matters.
	4.8	Legal Proceedings; Regulatory Approval.

	4.9	Adverse Change.
	4.10	Brokers and Finders.
ARTICLE V COVENANTS
	5.1	Carbon Shareholder Meeting.
	5.2	Registration Statement; Proxy Statement/Prospectus.
	5.3	Plan of Merger; Reservation of Shares.
	5.4	Additional Acts.
	5.5	Best Efforts.
	5.6	Access to Information.
	5.7	Press Releases.
	5.8	Forbearances of Carbon.
	5.9	[Reserved]
	5.10	Affiliates.
	5.11	Section 401(k) Plan; Other Employee Benefits.
	5.12	Directors and Officers Protection.
	5.13	Forbearances of Evergreen.
	5.14	Reports.
	5.15	Exchange Listing.
	5.16	Public Information Filings.
	5.17	Status of Exchange Shares and Securities Act.
	5.18	Registration Rights Agreement.
ARTICLE VI CONDITIONS PRECEDENT
	6.1	Conditions Precedent?Evergreen and Carbon.
	6.2	Conditions Precedent?Carbon.
	6.3	Conditions Precedent?Evergreen.
ARTICLE VII TERMINATION, DEFAULT, WAIVER AND AMENDMENT
	7.1	Termination.
	7.2	Effect of Termination.
	7.3	Survival of Representations, Warranties and Covenants.
	7.4	Waiver.
	7.5	Amendment or Supplement.
	7.6	Termination Fee.
ARTICLE VIII MISCELLANEOUS
	8.1	Expenses.
	8.2	Entire Agreement.
	8.3	No Assignment.
	8.4	Notices.
	8.5	Specific Performance.
	8.6	Captions.
	8.7	Counterparts.
	8.8	Governing Law.
	8.9	Resolutions of Disputes.

ANNEXES

Annex A		Articles of Merger
Annex B		Affiliate Agreement
Annex C		Registration Rights Agreement

AGREEMENT
AND
PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of March 31, 2003 is among CARBON ENERGY CORPORATION ("Carbon"), a Colorado corporation having its principal office at 1700 Broadway, Suite 1150, Denver Colorado, EVERGREEN RESOURCES, INC. ("Evergreen"), a Colorado corporation having its principal office at 1407 17^th St., Suite 1200, Denver, Colorado, and EVERGREEN MERGER CORPORATION, a Colorado corporation and directly wholly-owned subsidiary of Evergreen ("Merger Sub");

RECITALS:

The parties desire that Merger Sub shall be merged with and into Carbon (such transaction being hereinafter referred to as the "Merger") pursuant to a plan of merger (the "Plan of Merger") substantially in the form attached as Annex A hereto, and the separate corporate existence of Merger Sub shall cease and Carbon shall continue as the surviving corporation. The parties also desire to provide for certain undertakings, conditions, representations, warranties and covenants in connection with the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions.

When used herein, the capitalized terms set forth below shall have the following meanings:

"Affiliate" means, with respect to any person, any other person, who directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with such person and, without limiting the generality of the foregoing, includes any executive officer or director of such person and any Affiliate of such executive officer or director.

"Articles of Merger" shall mean the Articles of Merger required to be filed with the office of the Secretary of State of Colorado, as provided in Section 7-111-105 of the CBCA.

"Benefit Plan Determination Date" shall mean, with respect to each employee pension or welfare benefit plan or program maintained by Carbon at the Effective Time, the date determined by Evergreen with respect to such plan or program which shall be not later than January 1 following the close of the calendar year in which Carbon is merged into Evergreen or one of the Evergreen Subsidiaries as contemplated by Section 5.4(a).

"Business Day" shall mean all days other than Saturdays, Sundays and Federal Reserve holidays.

"Carbon Common Stock" shall mean shares of voting common stock, without par value, of Carbon.

"Carbon Disclosure Memorandum" shall mean the written information in one or more documents, each of which is entitled "Carbon Disclosure Memorandum" and dated as of the date of this Agreement and delivered not later than fourteen days following the date of this Agreement by Carbon to Evergreen, and describing in reasonable detail the matters contained therein. Each disclosure made therein shall be in existence on the date of this Agreement and shall specifically reference each Section of this Agreement under which such disclosure is made. Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced.

"Carbon Reserve Reports" shall mean those Reserve Reports identified in the Carbon Disclosure Memorandum.

"Carbon Subsidiaries" shall mean Carbon Energy Corporation (USA), Carbon Energy Canada Corporation, and any and all other Subsidiaries of Carbon as of the date hereof including without limitation Subsidiaries of Carbon Energy Corporation (USA) identified in the Carbon Disclosure Memorandum, and any other organization acquired as a Subsidiary of Carbon after the date hereof and held as a Subsidiary by Carbon at the Effective Time,

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