AMENDMENT NO. 1
TO
ASSET PURCHASE
AGREEMENT
between
DAEWOO SHIPBUILDING & MARINE
ENGINEERING CO., LTD.
and
DEWIND LTD.
This AMENDMENT
NO. 1 TO ASSET PURCHASE AGREEMENT, dated as of September 3, 2009
(this “ Amendment ”), is between Daewoo
Shipbuilding & Marine Engineering Co., Ltd., a Korean
corporation (“ Buyer ”) and DeWind Ltd., a UK
private limited company (“ Seller
”). Capitalized terms used, but not defined, in
this Amendment have the meanings given to such terms in the
Agreement (defined below).
WHEREAS, the Buyer and Seller (each a “
Party ” and, collectively, the “ Parties
”) are parties to that certain Asset Purchase Agreement dated
as of August 10, 2009 (the “ Agreement ”);
and
WHEREAS, the Parties desire to
amend the terms and conditions of the Agreement as more
particularly set forth herein.
NOW, THEREFORE,
in consideration of the respective representations, warranties and
covenants contained in this Amendment, and intending to be legally
bound, the Parties agree as follows:
Section
1.4 Purchase
Price.
Section 1.4
of the Agreement is hereby deleted in its entirety and amended and
restated as follows:
“1.4 Purchase
Price . The
consideration to be paid by Buyer to Seller for the Turbine Assets
shall be $3,000,000 (the “ Purchase Price
”). This Purchase Price excludes any payments of
the European Union Value Added Tax, German VAT (
Umsatzsteuer ) or any other similar tax (each a “
Tax ”) that may apply to the sale of the Turbine
Asset. Buyer shall pay the Purchase Price in immediately
available fun
