EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT
This First Amendment to the Agreement (this "First Amendment") is dated
August 28, 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:
- - - - - - - - - -
WHEREAS, this First 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 (the "Agreement");
WHEREAS, the undersigned desire to amend the Agreement to provide that it
may not be terminated on or before September 30, 2003; and
WHEREAS, the undersigned desire to amend the Agreement to include a
representation by Olympic and Newco regarding the due incorporation and valid
existence of Newco.
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 1.2 of the Agreement shall be deleted in its entirety and
replaced with the following:
"1.2 Effective Time of the Merger. As promptly as practicable after
the approval hereof by the shareholders of Whittier, and the execution and
delivery of this Agreement by each of the parties hereto, but in no event
after September 30, 2003, the parties hereto each shall cause the Merger to
be consummated by filing Articles of Merger with the Secretary of State of
Nevada and the Secretary of State of Wyoming in such form as required by,
and executed in accordance with the relevant provisions of, Chapter 92A of
the Nevada Revised Statutes and the WBCA, respectively. The Merger shall
become effective at such time as both of the Secretaries of States of
Nevada and Wyoming shall be issued certificates of merger with respect
thereto (the "Effective Time")."
3. Section 3.1 of the Agreement shall be deleted in its entirety and
replaced with the following:
"3.1 Corporate Organization. Each of Olympic and Newco is a
corporation duly organized, validly existing, and in good standing under
the laws of Wyoming and has all requisite corporate power and corporate
authority to own, lease, and operate its properties and to carry on its
business as now being conducted. No actions or proceedings to dissolve
Olympic or Newco are pending or, to the knowledge of Olympic or Newco,
threatened."
4. Subsection (d) of Section 8.1 of the Agreement shall be deleted in its
entirety and replaced with the following:
"(d) by either Whittier or Olympic, if the Effective Time shall not
have occurred on or before September 30, 2003, unless such failure to close
shall be due to a breach of this Agreement by the party seeking to
terminate this Agreement pursuant to this clause (d)."
5. Continuing Effect. Except as expressly amended in this First 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.
6. Notices. Any notice or other communication required or permitted
hereunder shall be delivered and be effective in the manner set forth in the
Agreement.
7. Counterparts. This First 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.
8. Entire Agreement. This First 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.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
in multiple counterparts, each of which shall be deemed an original, on the date
and year first above written.
OLYMPIC RESOURCES, LTD.
By
------------------------------------
Xxxxx Xxxxxxx, President
WEC ACQUISITION, INC.
By
------------------------------------
Xxxxx Xxxxxxx, President
WHITTIER ENERGY COMPANY
By
------------------------------------
Xxxxx Xxxxxx, Vice President
3
