AMENDED AND RESTATED
Purchase and Sale Agreement
by and between
GAS SOLUTIONS, LTD.,
a Texas Limited Partnership ,
Seller,
and
MNW PARTNERS, LLC
a Texas Limited Liability Company,
Buyer
Dated September 23, 2004
Execution Copy
AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT
This Amended and Restated Purchase and Sale Agreement (this "Agreement") dated as of the 23rd day of
September, 2004, is made and entered into by and between GAS SOLUTIONS, LTD., a Texas limited
partnership ("Seller"), and MNW PARTNERS, LLC, a Texas limited liability company ("Buyer").
RECITALS
WHEREAS, Seller and MNW Acquisition, LP, a Texas limited partnership ("Original Buyer") entered into that
certain Purchase and Sale Agreement dated July 29, 2004 (the "Original Agreement").
WHEREAS, Original Buyer assigned its rights and obligation under the Original Agreement to Buyer pursuant to
that certain Assignment of Contract dated as of September 23, 2004.
WHEREAS, Seller and Buyer desire to amend and restate the Original Agreement to make certain revisions,
changes and corrections to such Original Agreement as have come to the parties' attention during the due
diligence review period.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by
each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
ARTICLE I.
PURCHASE AND SALE
1.01 Description of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell and
convey to Buyer, and Buyer agrees to purchase and pay for, all of Seller's right, title and interest in and to the
following described assets (herein called the "Assets"), to-wit:
(a) All real property, including without limitation, lands, rights-of-way, servitudes, easements, buildings and other
permanent improvements used or held for use for Seller's benefit in connection with Seller's ownership or
operation o