EXHIBIT 10.2
NAME CORRECTION AGREEMENT
This Agreement (this "Agreement") is made and entered into as of the
1st day of October, 2001, by and among Panhandle Royalty Company, an Oklahoma
corporation ("Parent), PHC, Inc., an Oklahoma corporation ("Merger Sub"), and
Wood Oil Company, an Oklahoma corporation (the "Company").
RECITALS:
A. Parent, Merger Sub and the Company are parties to an Agreement and
Plan of Merger dated August 9, 2001 (the "Merger Agreement").
B. In the Merger Agreement, the name of Merger Sub was incorrectly
stated as "PRC, Inc." The use of PRC, Inc. as the name of Merger Sub was
erroneous and inadvertent.
C. The parties hereto now desire to correct the name of the Merger Sub
as used in the Merger Agreement and the various other documents relating
thereto, including without limitation the documents listed on the List of
Documents attached hereto as Exhibit A (the "Related Documents").
In consideration of the mutual covenants and agreements set forth in
this Agreement and other good and valuable consideration, the parties hereto
hereby agree as follows:
1. Parent and Merger Sub hereby represent and warrant to the Company
that the correct name of Merger Sub is PHC, Inc., instead of PRC, Inc.
2. Merger Sub hereby ratifies and confirms the Merger Agreement and the
Related Documents and agrees to be bound thereby in the capacity of the party
previously identified as PRC, Inc.
3. Parent, Merger Sub and the Company hereby agree that the Merger
Agreement and the Related Documents shall each be deemed amended to reflect the
correction of the name of Merger Sub as described herein. Accordingly, the words
"PHC, Inc." shall replace all references to the words "PRC, Inc." in the Merger
Agreement and the Related Documents. As so amended, the parties hereto hereby
ratify and confirm the Merger Agreement and the Related Documents.
4. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. This Agreement shall
be governed by the laws of the State of Oklahoma.
EXECUTED as of the date first above written.
PANHANDLE ROYALTY COMPANY
By:
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Name:
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Title:
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PHC, INC.
By:
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Name:
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Title:
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WOOD OIL COMPANY
By:
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Name:
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Title:
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