Unassociated Document


     

    

      Exhibit
        10.1

      


      FIRST
        AMENDMENT 

      TO

      STOCK
        PURCHASE AGREEMENT

      


      This
        First Amendment (“Amendment”) to the Stock Purchase Agreement (defined below)
        entered into as of this 11th
        day of
        November, 2008, by and between DAN
        F. WHETSTONE,
        PAMELA
        R. LOWRY,
        PAULA
        A. POOLE,
        WILLIAM
        J. JUNKERMIER,
        and
ROGER
        W. JUNKERMIER
        (collectively referred to herein as the “Seller”), and ENERGY
        WEST, INCORPORATED
        (“Purchaser”).

       

      RECITALS

      


      A.  On
        December 18, 2007, Seller and Purchaser entered into a Stock Purchase Agreement
        whereby Seller agreed to sell and Purchaser agreed to purchase Seller’s stock in
        the Cut Bank Gas Company (“Stock Purchase Agreement”).

      


      B.  The
        parties hereto now desire to amend the Stock Purchase Agreement pursuant
        to the
        terms and conditions hereof.

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants herein
        contained and for other good and valuable consideration, the receipt and
        adequacy of which are hereby acknowledged, the parties hereby agree as
        follows:

      


      AGREEMENT

      


      
        	
              	1.	
                The
                  first two lines of the second paragraph of Section 2.2 of the Stock
                  Purchase Agreement are deleted in its entirety and replaced with
                  the
                  following:

              


      

       

      
        	
              	 	
                The
                  number of EWI Shares that each Seller shall receive shall be calculated
                  by
                  the average closing price of one EWI Share as reported by NASDAQ
                  during
                  the thirty (30) consecutive trading days ending on the third
                  (3rd)
                  trading day preceding the Closing Date (the “Average Share Price”).
                    

              


      

      


      
        	
              	 	
                For
                  illustrative purposes only, if the average set price of one EWI
                  Share
                  during the thirty (30) consecutive trading days ending on the third
                  (3rd)
                  trading day preceding the Closing Date is
                  $13.75:

              


      

      


      
        	
              	2.	
                Footnote
                  1 of the Stock Purchase Agreement is
                  deleted.

              


      

      


      
        	
              	3.	
                The
                  second paragraph of Section 9.3 of the Stock Purchase Agreement
                  is deleted
                  in its entirety and replaced with the
                  following:

              


      

       

      
        
          
            	
                  	 	
                    Purchaser
                      shall within a reasonable time before or after Closing purchase
                      all other
                      Cut Bank Gas Company shares from those Shareholders who wish
                      to sell their
                      shares in exchange for EWI Shares in accordance with the share
                      price
                      formula set forth in Section
                      2
                      hereof. Upon the determination of the Average Share Price pursuant
                      to
                      Section
                      2.2
                      hereof, Purchaser shall make a commercially reasonable attempt
                      to contact
                      all other Cut Bank Gas Company Shareholders and offer to purchase
                      said
                      Shareholder’s Shares in accordance with said formula.
                      

                  


          
 

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      
        	
              	4.	
                Effect
                  of Amendment.
                  The Agreement is hereby ratified and confirmed in all respects,
                  and all
                  terms, conditions and provisions of the Agreement, except as amended
                  by
                  this Amendment, shall remain in full force and
                  effect.

              


      

      


      
        	
              	5.	
                Governing
                  Law.
                  This Agreement is executed and to be performed in the State of
                  Montana and
                  shall be construed, interpreted and enforced in accordance with
                  the laws
                  of the State of Montana.

              


      

      


      
        	
              	6.	
                Counterparts.
                  This Amendment may be executed in any number of counterparts, and
                  each
                  such counterpart shall for all purposes be deemed an original,
                  and all
                  such counterparts shall together constitute but one and the same
                  Amendment.

              


      

      


      
        	
              	7.	
                Effective
                  Date.
                  This Amendment is made effective as of the date
                  hereof.

              


      

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Amendment, or caused this Amendment to
        be duly
        executed by their respective authorized officers, as of the day and year
        first
        above written.

      

        
          	 	
                  Seller:

                	 
	 	 	 
	 	
                  DAN
                    F. WHETSTONE

                	 
	 	
                   

                	 
	 	
                  /s/
                    Dan F. Whetstone              

                	 
	 	
                  Dated:
                    October
                    22, 2008           

                	 
	 	 	 
	 	
                  PAMELA
                    R. LOWRY

                	 
	 	
                   

                	 
	 	
                  /s/
                    Pamela R. Lowry              

                	 
	 	
                  Dated:
                    October
                    13, 2008           

                	 
	 	 	 
	 	
                  PAULA

                    A. POOLE

                	 
	 	
                   

                	 
	 	
                  /s/
                    Paula A. Poole                 

                	 
	 	
                  Dated:
                    October
                    14, 2008           

                	 
	 	 	 
	 	
                  WILLIAM
                    J. JUNKERMIER

                	 
	 	 	 
	 	
                  /s/
                    William J. Junkermier              

                	 
	 	
                  Dated:
                    October
                    15, 2008           

                	 
	 	 	 
	 	
                  ROGER
                    W. JUNKERMIER

                	 
	 	 	 
	 	
                  /s
                    Roger W. Junkermier           

                	 
	 	
                  Dated:
                    October
                    15, 2008           

                	 
	 	 	 
	 	
                  Purchaser:

                	 
	 	 	 
	 	
                  ENERGY
                    WEST INCORPORATED

                	 
	 	
                   

                	 
	 	
                  By:
                    /s/
                    Thomas J. Smith, VP and CFO   

                	 
	 	
                  Dated:
                    November
                    11, 2008