EXHIBIT 2.3
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment to the Merger Agreement (this "Second Amendment") is
dated September 9, 2003 by and between 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 and Plan of Merger entered into on the 8th day of July 2003 by and
between Newco and Whittier, as amended by that certain First Amendment to
Agreement and Plan of Merger dated August 29, 2003 (the "Merger Agreement"); and
WHEREAS, the undersigned desire to amend the Merger Agreement to accurately
reflect the capitalization of each of Whittier and 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, 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 Merger Agreement.
2. Paragraphs 1 and 2 of the preamble to the Merger Agreement shall be
deleted in their entirety and replaced with the following:
"WHEREAS, Newco is a corporation duly organized and existing under the
laws of the State of Wyoming, having filed its Articles of Incorporation in
the office of the Secretary of State of Wyoming on June 23, 2003, and
having total authorized capital stock of 1,000 shares of common stock, no
par value, of which 1,000 shares are issued and outstanding and owned by
Olympic;
WHEREAS, Whittier is a corporation duly organized and existing under
the laws of the State of Nevada, having filed its Articles of Incorporation
in the office of the Secretary of State of Nevada on December 18, 1991 and
having total authorized capital stock of 1,000,000 shares of common stock,
no par value ("Whittier Common"), of which 100,000 shares are issued and
outstanding, and 100,000 shares of preferred stock, no par value, of which
no shares are issued and outstanding;"
3. Continuing Effect. Except as expressly amended in this Second Amendment,
the Merger 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.
4. Notices. Any notice or other communication required or permitted
hereunder shall be delivered and be effective in the manner set forth in the
Merger Agreement.
5. 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.
6. Entire Agreement. This Second Amendment, together with the Merger
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.
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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