NINTH AMENDMENT TO ASSET PURCHASE AGREEMENT
Ex.
10.3
NINTH
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS
NINTH AMENDMENT TO ASSET PURCHASE AGREEMENT (“Amendment”)
is
made and entered into as of July 27, 2006, by and between SILVERLEAF RESORTS,
INC., a Texas corporation ("Seller"),
and
ALGONQUIN WATER RESOURCES OF TEXAS, LLC, a Texas limited liability company;
ALGONQUIN WATER RESOURCES OF MISSOURI, LLC, a Missouri limited liability
company; ALGONQUIN WATER RESOURCES OF ILLINOIS, LLC, an Illinois limited
liability company; ALGONQUIN WATER RESOURCES OF AMERICA, INC., a Delaware
corporation; and ALGONQUIN POWER INCOME FUND, a Canadian income trust
(collectively, the “Purchaser”).
WITNESSETH
WHEREAS,
as of August 29, 2004, Seller and Purchaser entered into that certain Asset
Purchase Agreement (the “Agreement”)
pursuant to which Seller agreed to sell and Purchaser agreed to purchase certain
water and sewer facilities owned by Seller (the “Real
Property”);
and
WHEREAS,
pursuant to a First Amendment to Asset Purchase Agreement dated October 12,
2004, a Second Amendment to Asset Purchase Agreement dated October 20, 2004,
a
Third Amendment to Asset Purchase Agreement dated November 10, 2004, a Fourth
Amendment to Asset Purchase Agreement dated November 12, 2004, a Fifth Amendment
to Asset Purchase Agreement dated November 16, 2004, a Sixth Amendment
to Asset Purchase Agreement dated November 30, 2004, a Seventh Amendment to
Asset Purchase Agreement dated January, 2005, and an Eighth Amendment dated
February 22, 2005, Seller and Purchaser agreed on certain modifications to
the
terms and conditions of the Agreement (hereinafter the Agreement as modified
is
referred to as the "Agreement");
and
WHEREAS,
Seller and Purchaser desire to further modify the terms and conditions of the
Agreement in order to extend the deadline by which Seller must obtain all
necessary governmental approvals of the sale of the portion of the Assets
located in Texas from the Texas regulatory agencies;
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt, accuracy and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree
as follows:
1. Notwithstanding
anything to the contrary contained in the Agreement, and in particular paragraph
7 of the Sixth Amendment to Asset Purchase Agreement, Seller and Purchaser
hereby agree that the deadline by which Seller must obtain all necessary
governmental approvals of the sale of that portion of the Assets which are
located in Texas from the appropriate Texas regulatory agencies shall be
extended by six (6) months to March 8, 2007.
1
Except
as
specifically set forth above, all terms and conditions of the Agreement shall
remain in full force and effect. All capitalized terms not otherwise defined
herein shall have the meaning given to such terms in the Agreement.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment under seal, as
of
the date and year first above written.
SELLER:
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SILVERLEAF
RESORTS, INC., a Texas corporation
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By:
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/S/
XXX X.
XXXXXX
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Name:
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Xxx
X. Xxxxxx
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Its:
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COO
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PURCHASER:
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ALGONQUIN
WATER RESOURCES OF TEXAS, LLC,
a
Texas limited liability company
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By:
|
/S/
XXXXXX
XXXXXXX
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Its:
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ALGONQUIN
WATER RESOURCES OF MISSOURI, LLC,
a
Missouri limited liability company
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By:
|
/S/
XXXXXX
XXXXXXX
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Its:
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ALGONQUIN
WATER RESOURCES OF ILLINOIS, LLC,
an
Illinois limited liability company
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By:
|
/S/
XXXXXX
XXXXXXX
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Its:
|
2
ALGONQUIN
WATER RESOURCES OF AMERICA, INC.,
a
Delaware corporation
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By:
|
/S/
XXXXXX
XXXXXXX
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Its:
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ALGONQUIN
POWER INCOME FUND, a Canadian income trust
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By:
|
/S/
XXXXXX
XXXXXXX
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Its:
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