EXHIBIT 2.3 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF NEW YORK IN RE: JOINTLY ADMINISTERED LAIDLAW USA, INC., CASE NOS. 01-14099 K LAIDLAW INC., THROUGH 01-14104 K LAIDLAW INVESTMENTS LTD., LAIDLAW INTERNATIONAL FINANCE CHAPTER 11 CORPORATION, LAIDLAW TRANSPORTATION, INC. AND LAIDLAW ONE, INC., DEBTORS. SECOND MODIFICATIONS TO THIRD AMENDED JOINT PLAN OF REORGANIZATION OF LAIDLAW USA, INC. AND ITS DEBTOR AFFILIATES The above-captioned debtors and debtors in possession (collectively, the "Debtors") hereby propose the following modification to the Third Amended Joint Plan of Reorganization of Laidlaw USA, Inc. and Its Debtor Affiliates, dated January 23, 2003 (the "Plan"), pursuant to section 1127 of the Bankruptcy Code, 11 U.S.C. Sections 101-1330, and Section XIII.D of the Plan: Section IX.A.6 of the Plan is deleted in its entirety. Dated: February 27, 2003 RESPECTFULLY SUBMITTED, LAIDLAW USA, INC. By: /s/ Ivan R. Cairns ------------------------------------------------- NAME: IVAN R. CAIRNS Title: Senior Vice President and Secretary LAIDLAW INC. (for itself and on behalf of the Laidlaw Subsidiary Debtors) BY: /s/ Ivan R. Cairns ------------------------------------------------- NAME: IVAN R. CAIRNS Title: Senior Vice President and General Counsel COUNSEL: GARRY M. GRABER HODGSON RUSS LLP One M&T Plaza Suite 2000 Buffalo, New York 14203 (716) 856-4000 - and - RlCHARD M. CIERI THOMAS C. DANIELS JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939 PAUL E. HARNER EDWARD B. WINSLOW MARK A. CODY JONES DAY 77 West Wacker Suite 3500 Chicago, Illinois 60601 (312)782-3939 ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION 2