EXHIBIT 10.4(b)
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment") is made this
the 10th day of December, 1997 by and among Blue Rhino Corporation, a Delaware
corporation ("Buyer") and Bison Propane Bottle Exchange LLC, a Kansas limited
liability company, ("Seller").
R E C I T A L S:
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WHEREAS, the parties entered into an Asset Purchase Agreement dated
December 9, 1997 ("Agreement"); and
WHEREAS, the parties now desire to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants of the parties hereinafter expressed, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
A. The parties acknowledge that as of the date of this Amendment, the Seller
has approximately eight hundred thirteen (813) Locations plus which
includes approximately twenty (20) locations that averaged less than four
(4) cylinder exchanges per month over the prior twelve (12) months. The
parties agree that Seller shall have up to ninety (90) days after Closing
to continue to set Locations to be owned by the Buyer. All expenses
including specifically payroll and Racks relating to the setting of said
additional Locations shall be paid by Seller. This procedure shall continue
for a period of the earlier of (i) until the total of the Locations
transferred to Buyer at Closing plus the additional new Locations equal
eight hundred fifty (850); or (ii) ninety (90) days after Closing. If, at
the end of ninety (90) days after Closing, the total Locations including
the Locations transferred
to Buyer at Closing plus all of the additional Locations set up by Seller
equal less than eight hundred fifty (850), then the Purchase Price shall be
adjusted as provided by Section 1.4 of the Agreement.
B. Section 1.4(c) Exclusion is deleted from the Agreement.
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C. Except as set forth herein, all the terms and provisions of the Agreement
are ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the day and year first above written.
BUYER:
BLUE RHINO CORPORATION
By:__/s/ Xxxx Castaneda_____________
Officer
SELLER:
BISON PROPANE BOTTLE EXCHANGE LLC
By:__/s/ X.X. Xxxx III___
Manager
By:__/s/ Hal Ramsey_________________
Manager
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