Exhibit 10.1
Amendment No. 2 to Asset Purchase and Sale Agreement
AMENDMENT NO. 2
TO
ASSET PURCHASE AND SALE AGREEMENT
This Amendment No. 2 to the Asset Purchase and Sale Agreement dated October
26, 2004, between ONEOK Propane Distribution Company, a division of ONEOK
Propane Company, a Delaware corporation, as Seller, and Sonterra Energy
Corporation, a Texas corporation, as Buyer (the "Agreement"), is entered into
between Seller and Buyer as of November 1, 2004. Capitalized terms not otherwise
defined herein have the meanings given in the Agreement.
Recital
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The Parties desire to amend the Agreement to modify the amount in Section
6.4(ii) associated with the system serving The Preserve at Xxxxxx Creek.
Agreement
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The final sentence of Section 6.4(ii) of the Agreement, The Preserve at
Xxxxxx Creek and Lake Pointe, is amended to read in its entirety as follows:
In the event (A) no settlement is reached in either or both of the Preserve
Matter and the Lake Pointe Matter and (B) final adjudication results in a
repudiation of the developer agreement at issue in the respective matter
and forfeiture of the distribution system, Seller shall refund to Buyer the
amount of the Base Purchase Price allocated to the respective distribution
system, which for the Preserve Matter shall be one hundred twenty-one
thousand dollars ($121,000.00), and for the Lake Pointe Matter shall be
four hundred ninety-five thousand dollars ($495,000.00), with the refund
payment constituting full and complete satisfaction on the part of Seller
for any damages to Buyer resulting from the repudiation of the developer
agreement and forfeiture of the distribution system.
IN WITNESS WHEREOF, the Parties have set their hands by their duly
authorized officials.
BUYER:
Sonterra Energy Corporation, a Texas
corporation
By: ____________________________
Xxxxxxx X. Xxxx, President
SELLER:
ONEOK Propane Distribution Company,
a division of ONEOK Propane Company,
a Delaware corporation
By: ___________________________
D. Xxxxx Xxxxxx,
Senior Vice President -
Financial Services
