FIRST AMENDMENT TO ASSET PURCHASE AND SALES AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AND SALES AGREEMENT (this
"Amendment"), dated as of this 30th day of July, 1997, is by and among
OUACHITA ENERGY PARTNERS, LTD., a Louisiana corporation ("Seller #1"),
OUACHITA COMPRESSION GROUP, L.L.C., a Louisiana limited liability company
("Seller #2") (Seller #1 and Seller #2 are collectively referred to herein as
the "Sellers"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Shareholder"), OEC ACQUISITION
CORPORATION, a Delaware corporation (the "Purchaser"), and EQUITY COMPRESSION
SERVICES CORPORATION, an Oklahoma corporation (the "Parent"). Seller #1,
Seller #2, the Shareholder, the Purchaser and the Parent may be referred to
herein individually as a "Party" and collectively as the "Parties."
W I T N E S S E T H:
WHEREAS, the Sellers, the Shareholder and the Purchaser are parties to
that certain Asset Purchase and Sales Agreement dated as of May 15, 1997 (the
"Purchase Agreement"); and
WHEREAS, the Parties desire to amend the Purchase Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, the Parties, intending to be legally bound, hereto agree as follows:
1. DEFINED TERMS; CONTROLLING AGREEMENT.
1.01 DEFINED TERMS. Unless defined herein or unless the context clearly
indicates to the contrary, all defined or capitalized terms contained in the
Purchase Agreement shall have the same meaning in this Amendment as in the
Purchase Agreement.
1.02 CONTROLLING AGREEMENT. Unless specifically modified or amended
herein, the Purchase Agreement shall remain in full force and effect. In the
event of any inconsistency between this Amendment and the Purchase Agreement,
the terms of this Amendment shall control.
2. MODIFICATIONS TO THE PURCHASE AGREEMENT. The Parties agree that (i) the
Assumed Liabilities shall include $183,870 owed by the Shareholder to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ as of August 5, 1997, and (ii) the Closing Date shall be August 1,
1997 of such other date as the Parties shall agree, and the outside date
for the Closing set forth in Section 6.01(B) shall be August 15, 1997.
3. MISCELLANEOUS.
3.01 EXCLUSIVE AGREEMENT. The Purchase Agreement, as amended by this
Amendment, together with the Merger Agreement, the Indemnification Agreement
and the Confidentiality Agreement supersedes all prior agreements among the
Parties (written or oral) and is intended as a complete and exclusive
statement of the terms of the agreements among the Parties.
3.02 CHOICE OF LAW; HEADING. This Amendment shall be governed by the
internal laws of the State of Texas. The captions or headings contained in
this Amendment are for reference purposes only and shall not affect in any
way the meaning and interpretation of this Amendment.
3.03 COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
PARENT
EQUITY COMPRESSION SERVICES
CORPORATION
By: _____________________
Title: __________________
PURCHASER
OEC ACQUISITION CORPORATION
By: _____________________
Title: __________________
SELLERS
OUACHITA ENERGY PARTNERS, LTD.
By: _____________________
Its: _____________________
OUACHITA COMPRESSION GROUP, LLC.
By: _____________________
Its: _____________________
SHAREHOLDER:
__________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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