Fourth Amendment to Asset Purchase Agreement between Silverleaf Resorts, Inc. and Algonquin Entities

Summary

This amendment, dated November 12, 2004, modifies the Asset Purchase Agreement between Silverleaf Resorts, Inc. (Seller) and several Algonquin entities (Purchaser). The main change is the extension of the inspection period from 65 to 81 days, now ending on November 16, 2004. All other terms of the original agreement remain in effect. The amendment is executed by authorized representatives of all parties.

EX-10.5 6 d23138exv10w5.txt FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT Ex. 10.5 FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment") is entered into as of November 12, 2004, 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"). RECITALS A. The parties hereto entered into that certain Asset Purchase Agreement as of August 29, 2004 (the "Agreement"). B. The parties hereto desire to amend the Agreement as set forth in this Amendment. ARTICLE 1 AGREEMENTS 1.1 Amendment. The Agreement in hereby amended as follows: The first paragraph of Section 6.03 of the Agreement is hereby amended by deleting the words "sixty-five (65) days" and replacing it with the words "eighty-one (81) days", thereby extending the Inspection Period until the close of business November 16, 2004. 1.2 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. 1.3 Full Force and Effect. The Agreement as modified by this Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties have duly executed rids Amendment as of the date first above written. SELLER: PURCHASER: SILVERLEAF RESORTS, INC., a Texas ALGONQUIN WATER RESOURCES OF corporation TEXAS, LLC, a Texas limited liability company By: /S/ JOE W. CONNER By: /S/ EDMUND PAMATAT ----------------------------------- ---------------------------------- Its: COO Its: VP Corp Dev ALGONQUIN WATER RESOURCES OF MISSOURI, LLC, a Missouri limited liability company By: /S/ EDMUND PAMATAT ---------------------------------- Its: VP Corp Dev ALGONQUIN WATER RESOURCES OF ILLINOIS, LLC, an Illinois limited liability company By: /S/ EDMUND PAMATAT ---------------------------------- Its: VP Corp Dev ALGONQUIN WATER RESOURCES OF AMERICA, INC., a Delaware corporation By: /S/ IAN ROBERTSON ---------------------------------- Its: Authorized Signing Officer ALGONQUIN POWER INCOME FUND, a Canadian income trust By: /S/ IAN ROBERTSON ---------------------------------- Its: ---------------------------------