EXHIBIT 2.5
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment to the Merger Agreement (this "First Amendment")
is dated August 29, 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 First 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 (the "Merger Agreement"); and
WHEREAS, the undersigned desire to amend the Merger Agreement to provide
that it may not be terminated on or before September 15, 2003;
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. Section 1.2 of the Merger Agreement shall be deleted in its entirety and
replaced with the following:
"Section 1.02. Effective Time of the Merger. As promptly as
practicable after the approval hereof by the shareholders of each
Constituent Corporation and the execution and delivery of this Merger
Agreement by each of the parties hereto, but in no event after September
15, 2003, the parties hereto shall cause the Merger to be consummated by
filing (i) with the Secretary of State of Nevada, articles of merger in the
form of Exhibit A attached hereto and (ii) with the Secretary of State of
Wyoming, articles of merger in the form of Exhibit B attached hereto
(collectively, the "Articles of Merger"), as required by, and executed in
accordance with the relevant provisions of, Nevada Law and Wyoming Law,
respectively. The Merger shall become effective at such time as the
Secretary of State of each of Nevada and Wyoming issues a certificate of
merger with respect thereto (the "Effective Time")."
3. Continuing Effect. Except as expressly amended in this First 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 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.
6. Entire Agreement. This First 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 First 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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