EXHIBIT 10.1
AMENDMENT TO
PURCHASE AGREEMENT
BY AND BETWEEN
SEDCO, INC. AND CAPCO ENERGY, INC.
SEPTEMBER 30, 2003
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO THE PURCHASE AGREEMENT, is made as of September 30,
2003, between Sedco, Inc. ("Purchaser") and Capco Energy, Inc. ("Seller").
WHEREAS, Purchaser and Seller desire to make certain amendments to the
Purchase Agreement between the two parties dated April 30,2003;
NOW THEREFORE, in consideration of the mutual promises, covenants,
provisions and representations contained in the agreement, the parties hereto
agree as follows:
The Purchase price in Article 1 Paragraph 1.3 shall be amended as
follows:
1.3 PURCHASE PRICE. Subject to all of the terms and conditions set
forth in the Agreement and in reliance on the representations, warranties and
covenants hereinafter set forth, Purchaser shall deliver to Seller $1,750,000
(hereinafter referred to as the "Purchase Price"), at closing, as follows:
a) $300,000 previously loaned to Seller by Purchaser will be
applied to purchase price as a non-refundable portion of the
purchase price.
b) A $450,000 xxxxxxxxxx xxxx, ("Xxxx 0") bearing interest at the
annual rate of 7%. The note will be due on April 30, 2004.
Interest payments will be due on the first day of each month
until paid, beginning June 1, 2003. This note is to be offset
against payables as agreed on September 14, 2003.
c) A $1,000,000 xxxxxxxxxx xxxx, ("Xxxx 0") bearing interest at the
annual rate of 7%. The note will be due on October 31,2003.
Interest payments will be due on the first day of each month
until paid, beginning June 1, 2003. This note is to be offset
against payables as agreed on September 14, 2003.
d) The 3,000,000 shares of Sellers common stock deposited by the
Purchaser with the Corporate Secretary of Seller, shall be
released back to the Purchaser
e) Purchaser will obtain releases of all guarantees and co
borrowings of Seller related to the Asset within 365 days.
The Fairness Opinion shall be obtained by October 31, 2003.
All other terms and conditions shall remain the same.
AGREED TO AND ACCEPTED as of the date first above written.
PURCHASER: SELLER:
Sedco, Inc. Capco Energy, Inc.
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx X. Xxxxx
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President Director
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
Title: President Title: Director
