EXHIBIT 2.6
SECOND AMENDMENT TO AGREEMENT
This Second Amendment to the Agreement (this "Second Amendment") is dated
September 9, 2003 by and among Olympic Resources Ltd., a Wyoming corporation
("Olympic"), WEC Acquisition, Inc., a Wyoming corporation and a wholly owned
subsidiary of Olympic ("Newco"), and Whittier Energy Company, a Nevada
corporation ("Whittier").
W I T N E S S E T H:
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WHEREAS, this Second Amendment is intended to amend and modify that certain
Agreement entered into on the 8th day of July 2003 by and among Olympic, Newco
and Whittier, as amended by that certain First Amendment to Agreement dated
August 27, 2003 (the "Agreement");
WHEREAS, the undersigned desire to amend Section 2.4 of the Agreement to
accurately reflect the capitalization of Whittier as of the Effective Time; and
WHEREAS, the undersigned desire to amend Section 3.4(b) to accurately
reflect the capitalization of Newco as of the Effective Time.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
Olympic, Newco, and Whittier hereby agree as follows:
1. Unless otherwise defined herein, each capitalized term as used herein
shall have the meaning as set forth for it in the Agreement.
2. Section 2.4 of the Agreement shall be deleted in its entirety and
replaced with the following:
"2.4 Capitalization. The authorized capital stock of Whittier consists
of 1,000,000 shares of the common stock of Whittier, no par value
("Whittier Common Stock"), of which 100,000 shares are outstanding and no
shares are held in Whittier's treasury, and 100,000 shares of preferred
stock, no par value, of which no shares are outstanding and no shares are
held in Whittier's treasury. All outstanding shares of capital stock of
Whittier have been validly issued and are fully paid and nonassessable, and
no shares of capital stock of Whittier are subject to, nor have any been
issued in violation of, preemptive or similar rights. All issuances, sales,
and repurchases by Whittier of shares of its capital stock have been
effected in compliance with all Applicable Laws, including without
limitation applicable federal and state securities laws. Except as set
forth above in this Section, there are outstanding (i) no shares of capital
stock or other voting securities of Whittier, (ii) no securities of
Whittier convertible into or exchangeable for shares of capital stock or
other voting securities of Whittier, (iii) no options or other rights to
acquire from Whittier, and no obligation of Whittier to issue or sell, any
shares of capital stock or other voting securities of Whittier or any
securities of Whittier convertible into or exchangeable for such capital
stock or voting securities, and (iv) no equity equivalents, interests in
the ownership or earnings, or other similar rights of or with respect to
Whittier. There are no outstanding obligations of Whittier to repurchase,
redeem, or otherwise acquire any of the foregoing shares, securities,
options, equity equivalents, interests, or rights. Whittier is not a party
to, and is not aware of, any voting agreement, voting trust, or similar
agreement or arrangement relating to any class or series of its capital
stock."
3. Section 3.4(b) of the Agreement shall be deleted in its entirety and
replaced with the following:
"(b) The authorized capital stock of Newco consists of 1,000 shares of
Common Stock, no par value, of which 1,000 shares are outstanding. All the
outstanding shares of capital stock of Newco are owned directly by
Olympic."
4. Continuing Effect. Except as expressly amended in this Second Amendment,
the Agreement shall remain in full force and effect and be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
5. Notices. Any notice or other communication required or permitted
hereunder shall be delivered and be effective in the manner set forth in the
Agreement.
6. Counterparts. This Second Amendment may be executed by the parties
hereto in any number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement. Each counterpart
may consist of a number of copies hereof each signed by less than all, but
together signed by all, the parties hereto.
7. Entire Agreement. This Second Amendment, together with the Agreement and
the Schedules, Exhibits, Annexes, and other writings referred to therein or
delivered pursuant thereto, constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof as to the matters set forth herein or
therein, whether such agreements are in writing or not.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
in multiple counterparts, each of which shall be deemed an original, on the date
and year first above written.
OLYMPIC RESOURCES, LTD.
By
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Xxxxx Xxxxxxx, President
WEC ACQUISITION, INC.
By
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Xxxxx Xxxxxxx, President
WHITTIER ENERGY COMPANY
By
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Xxxxx Xxxxxx, Vice President
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