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EXHIBIT 10.5
ATI/AEI/EXPRO FUELS AGREEMENT FOR THE
CNG CONVERSION PROJECT AND CNG REFUELING INFRASTRUCTURE IN
UZBEKISTAN, CENTRAL ASIA AND THE WORLD MARKET
This Agreement (hereafter "this Agreement") is entered into by, between
and among AMERICAN TECHNICAL INSTITUTE (hereafter "ATI"), a Tennessee non-
profit corporation, AMERICAN ENGINEERING, INCORPORATED (hereafter "AEI"), a
Delaware corporation, and EXPRO FUELS, a division of The Exploration Company, a
Colorado corporation (hereafter "EXPRO"). The aforementioned corporations may
collectively be referred to throughout this Agreement as the "Parties." For
purposes of this Agreement, ATI and AEI shall be considered as one Party.
WITNESSETH:
WHEREAS, ATI has established certain agreements and understandings with
agencies of the government of the Republic of Uzbekistan (hereafter Uzbekistan)
in Central Asia for the transfer of technology in compressed natural gas
("CNG"), the conversion of State owned and privately owned motor vehicles to
CNG fuel, the establishment of manufacturing facilities for CNG conversion
equipment, the development of CNG refueling infrastructure (hereafter
collectively the "CNG Project"); and
WHEREAS, ATI has caused AEI to be formed for the purpose of transferring
CNG technology to Uzbekistan and has appointed AEI as its agent for the
transfer of such technology; and
WHEREAS, EXPRO is an established company specializing in the conversion
of motor vehicles to operate on CNG; and
WHEREAS, both ATI/AEI and EXPRO wish to combine their mutual strengths
and resources and intend to negotiate in good faith to form a Joint Venture
(hereafter the "AEJV") to assure the success of the CNG Project; and
WHEREAS, both ATI/AEI and EXPRO wish to establish this Agreement
governing the operations of the proposed AEJV and the investment in the AEJV
for the purposes of conducting the CNG Project, the marketing of the CNG
Project and alternative fuel related products or services which are either
produced by or distributed through the Uzbek-American Joint Venture (hereafter
the "UAJV").
NOW, THEREFORE, in consideration of the aforesaid premises, the Parties
do hereby agree as follows:
1. EXPRO RESPONSIBILITIES
EXPRO will be responsible for support of the CNG Project by providing
for the performance of the following designated tasks or task areas.
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1.1. Vehicle Conversions
1.1.1. System Design and Engineering
- conversion system design and engineering;
- design and engineering of the manufacturing facilities for
conversion equipment to be manufactured in Uzbekistan.
1.1.2. CNG Conversion Project Feasibility Studies
- design of CNG Project Feasibility Studies to support all aspects
of vehicle conversion, conversion equipment manufacturing and
marketing of Uzbekistan manufactured conversion equipment to
Uzbekistan, Central Asia and the world market.
1.1.3. Pilot Vehicle Conversions
- developing the detailed conversion procedures for all vehicles to
be converted;
- supervising Uzbekistan personnel in conversions for the "proof of
concept" project;
- monitoring the conversion operations during CNG Project Startup
as necessary to ensure that designated quality and performance
standards are being met by the native Uzbekistan Conversion
Project Personnel.
1.1.4. Equipment Procurement/Contracting
- selecting vendors for evaluation and approval for the supply of
conversion equipment which satisfies the requirements of the CNG
Project;
- reviewing bids from the selected prospective CNG conversion kit
vendors;
- based on analysis of the bid specifications, selecting and
approving conversion equipment to be used for all Uzbekistan
vehicle conversions;
- ordering the required conversion equipment;
- obtaining shipment of the equipment and then verifying and
monitoring proper shipment to Uzbekistan;
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- verifying receipt and warehousing of equipment in acceptable
condition in Uzbekistan (until Uzbek personnel are sufficiently
trained to perform these tasks without EXPRO supervision).
1.1.5. Conversion Equipment Manufacturing (Coordination between the OEM(s) of
purchased conversion equipment and CNG Project Management)
EXPRO will provide coordination between the OEM(s) of the CNG conversion
kits selected for the CNG Project and the ATI/AEI Project Management for
the following:
- ensuring production schedules meet CNG Project requirements;
- ensuring the respective OEM fully understands the precise
conversion equipment specification and that equipment meeting
that specification is what is ordered and produced;
- factory acceptance of conversion equipment ordered verifying
equipment meets specified design specifications and quality
standards.
1.1.6. Uzbek Conversion Personnel Training
EXPRO will provide subject matter experts to aide ATI/AEI in the design
of the training program for all aspects of the training required for
Uzbekistan personnel for:
- vehicle conversions;
- manufacturing of conversion equipment.
1.1.7. Conversion Quality Control
EXPRO will have responsibility for the design and implementation of the
CNG Project Quality Assurance Program and for the development of CNG
Project Quality Control Procedures Including:
- verification of quality of all outside purchased conversion
equipment (equipment not manufactured in Uzbekistan);
- quality of all vehicle conversions;
- quality of the conversion equipment manufacturing process in
Uzbekistan.
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1.1.8. Conversion Candidate Approval and Acceptance
EXPRO will design and ensure implementation of all procedures for
vehicle conversion candidate approval and acceptance.
1.1.9. Inventory Control
EXPRO will:
- provide lists of recommended spare parts and tools for
maintenance of all refueling station equipment provided to
support specified equipment availability requirements;
- provide instructions for ordering spares and other necessary
tools and items to account for normal lead times related to
production scheduling, shipment delays, etc.;
- provide recommendations and training for Uzbekistan CNG Project
Personnel for proper storage, inventory control and warehousing
of conversion equipment.
1.2. Refueling Stations
EXPRO and/or the Vendor of the Refueling Stations will be responsible
for their individually designated task areas related to the procurement
and installation of Compressed Natural Gas (CNG) Refueling Stations to
Uzbekistan as per the following:
1.2.1. System Design and Engineering
The Vendor will be responsible for all system design and engineering for
all CNG Refueling Stations supplied to Uzbekistan.
1.2.2. CNG Refueling Station Project Feasibility Studies
The Vendor and EXPRO will jointly design CNG Refueling Station Project
Feasibility Studies of the required Refueling Station and related
infrastructure development needed to support the success of the CNG
Conversion Project.
1.2.3. Pilot Station Installations
The Vendor will supervise the installation and verify proper operation
of all Vendor supplied CNG Refueling Stations.
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1.2.4. Station Equipment Procurement
EXPRO will:
- work with the Vendor, ATI/AEI and the Uzbekistan customer to
identify and specify the required Refueling Station equipment;
- order the specified Refueling Station equipment;
- obtain shipment of the equipment and then verify and monitor
proper shipment to Uzbekistan;
- verify receipt and warehousing of equipment in acceptable
condition in Uzbekistan (until Uzbek personnel are sufficiently
trained to perform these tasks without EXPRO supervision).
1.2.5. Manufacturing Setup and Coordination
EXPRO will provide all coordination between the Vendor and the ATI/AEI
Project Management as per the following:
- EXPRO ensuring Vendor production schedules meet CNG Project
requirements established by ATI/AEI Project Management;
- EXPRO providing ATI/AEI Project Management assurance that the
Vendor fully understands the precise Refueling Station equipment
specification and that equipment meeting that specification is
what is ordered and produced;
- factory acceptance of Refueling Station equipment ordered and
verifying that such equipment meets specified design
specifications and quality standards with appropriate reports
delivered to ATI/AEI Project Management.
1.2.6. Uzbek Installation & Maintenance Personnel Training
Where Vendor does not already have an adequate training program
developed, Vendor will provide subject matter experts to aide ATI/AEI in
the design of the training program for all aspects of the training
required for Uzbekistan personnel for such areas as:
- installation of CNG Refueling Stations; - operation of CNG
Refueling Stations; - maintenance of CNG Refueling Stations.
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1.2.7. Installation & Manufacturing Quality Control
EXPRO will have complete responsibility for the design and
implementation of the CNG Refueling Station Project Quality Assurance
Program and for the development of all CNG Refueling Station Project
Quality Control Procedures including:
- verification of quality of all outside purchased conversion
equipment (equipment not manufactured in Uzbekistan);
- quality of all vehicle conversions;
- quality of the conversion equipment manufacturing process in
Uzbekistan.
1.2.8. Inventory Control
Vendor will provide:
- lists of recommended spare parts and tools for maintenance of all
refueling station equipment provided to support specified
equipment availability requirements;
- instructions for ordering spares and other necessary tools and
items to account for normal lead times related to production
scheduling, shipment delays, etc.;
- recommendations and training for Uzbekistan CNG Project Personnel
related to proper storage and warehousing of all Vendor supplied
equipment.
2. ATI/AEI RESPONSIBILITIES
2.1. Project Management
ATI/AEI will be responsible for overall Project Management including all
CNG Project administrative functions. ATI/AEI will provide the Co-
Director of the Uzbek American Joint Venture as per the CNG Project
organization chart provided as a separate document. ATI/AEI Project
Management will have review and approval authority of all work performed
on the CNG Conversion Project and the CNG Refueling Station Project.
2.1.1. Accounting Controls, Budgets and Reporting
ATI/AEI will administer distribution of all CNG Project funds in
accordance with the mutually agreed upon
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budgets, implement all mutually agreed upon CNG Project accounting
controls, and provide all required reporting of CNG Project operations
and financial activities to the designated bodies and organizations for
their review and approval.
2.1.2. Customer Liaison
ATI/AEI will have complete administrative control, as per formal written
CNG Project Policies, of all contact and communications with the
customers of the CNG Project and the UAJV including, but not limited to,
the governments of Uzbekistan, other Central Asian Countries, other
countries of the Former Soviet Union, and the World market for all
products or services produced or distributed by or through the UAJV,
including:
- Meeting Arrangements;
- Written Correspondence; and
- Verbal Correspondence.
2.1.3. Translation
- Document and Correspondence Translation;
- Legal Certification of Translations where Required;
- Interpreter(s).
2.1.4. Personnel Acquisition/Management (to be done under policies approved by
both EXPRO and ATI/AEI)
- Recruiting;
- Personnel Policies;
- Personnel Management.
2.1.5. Payroll
ATI/AEI will administer and ensure performance in accordance with all
respective government (U.S. and Uzbekistan) regulatory requirements and
the requirements of the CNG Project of all CNG Project Payroll
Functions.
2.1.6. Facilities Acquisition/Management
For all facilities to be used for conversion and/or manufacturing of
conversion equipment, ATI/AEI will:
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- Perform Feasibility Studies designed to support the facilities
selection process;
- Select and approve facilities in coordination with EXPRO and the
designated representatives of the government of Uzbekistan;
- Facilities Management.
2.1.7. Fleet Surveys
ATI/AEI will perform the necessary surveys of the fleets and vehicles to
be converted in accordance with the survey requirements designed under
the joint efforts of ATI/AEI and EXPRO.
2.1.8. Fueling Pattern Surveys
ATI/AEI will perform the necessary surveys of the fueling patterns of
fleets and vehicles to be converted in accordance with the survey
requirements designed under the joint efforts of ATI/AEI and EXPRO.
2.1.9. Conversion Candidate Logistics
ATI/AEI will design and coordinate, in consultation with EXPRO,
implementation of all the logistics for all vehicles which are
candidates for conversion including:
- all contact and scheduling with the vehicle owners;
- all vehicle transportation arrangements (including rail if
necessary):
- coordination of needed repairs or return to owners for conversion
candidates as result of pre-test program;
- ensuring necessary backlog of vehicles is available to support
the conversion schedule.
2.1.10. Marketing of Products or Services Produced or Distributed by or
Through the Activities of the UAJV, Including:
- Uzbekistan Marketing;
- Foreign Marketing;
- Central Asia
- Other Newly Independent States (Former Soviet Union)
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- World Market
2.2. Project Financial Organization
ATI/AEI will directly provide or will organize and manage the
performance of all tasks necessary to ensure provision of:
- World Bank and ExIm Bank Support;
- Bank Finance and Banking Relationships;
- Repatriation of Profits;
- Financial Institution Coordination;
- Project Educational Activities (PR);
- CNG Project Budgets;
- Inventory Accounting and Controls.
3. JOINT RESPONSIBILITIES
The Board of Directors of the proposed AEJV will establish the
requirements for the following:
- Project Equity Investment;
- Accounting Oversight;
- Board of Directors;
- Budget Approval;
- Project Coordination.
4. EQUITY OWNERSHIP/OPTIONS
4.1. ATI/AEI currently has equity control of the proposed AEJV for the
purpose of development of the CNG Project and the associated
Refueling Station Project.
4.2. EXPRO has the option to earn an equity position of up to 50% on
the following basis:
4.2.1. EXPRO has the right to invest up to a total of $3,200,000 based
on successful completion of agreed upon specified project
activities or milestones at each stage of the project. This
total $3,200,000 investment will be provided on a time scale and
by a means which is mutually agreed between the Parties at the
time of the acceptance
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of the first investment funds or "xxxxxxx money" by ATI/AEI as
per Paragraph 8 of this Agreement. ATI/AEI will provide detailed
combined timeframe and activities to be accomplished for
completion of Stages I, II and III (per project stages defined in
Barents Group Outline of Scope of Work and shown in Attachment
A).
4.2.2. EXPRO will earn a 10.625% equity position by investing $450,000
as soon as possible.
4.2.3. EXPRO may invest another $450,000 within 2 weeks after all tasks
listed in Item A of Stage II are completed (defined by Barents
Scope of Work shown in Attachment A) to earn another 10.625%
equity interest. Of this amount, $100,000 will be marked for
repayment of expenses of ATI and principals of AEI. Tasks
comprising Item A of Stage II are more fully defined as Steps 1
thru 5 in the Barents Analysis provided in the letter of March 9,
1995, from Xx. Xxx Xxxxxxxx, Director of Central Asia for Barents
Group LLC, to Xx. Xxxxx Xxxxxxx of ATI with excerpt shown in
Attachment B.
4.2.4. EXPRO may invest another $500,000 within 1 month after issuance
of the Decree as listed under Item D of Stage II (defined by the
Barents Scope of Work shown in Attachment A) or earlier if
required by financing institution prior to transaction closing
which is part of Stage III. If such funding is required, EXPRO
will agree to fund this tranche to accomplish finance closing by
said institution. This $500,000 earns additional 6.25% equity
interest.
4.2.5. EXPRO will be allowed to invest up to a total of $3,200,000 with
each $1,000,000 earning added equity position at the rate of
12.5% per million. If more investment than $3,200,000 is
required and approved by the Board of Directors of the proposed
AEJV and such investment must be obtained through a third party,
then EXPRO and ATI/AEI shall jointly be responsible for raising
the additional equity and any dilution resulting therefrom shall
be shared equally. However, if EXPRO or ATI/AEI invest their own
funds, the resulting equity positions of each Party would be
based on the percent of total funds invested by each Party with
ATI/AEI given credit for a total cash and non-cash investment of
$3,200,000.
4.3. EXPRO will earn a seat on the board through its role inthe
project as consultant/operations management participant.
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4.3.1. EXPRO has the right to earn one-half (three) of the board seats
through its role as an equity participant.
4.3.2. By following the above equity investment schedule, EXPRO will
earn these seats from the beginning of its participation in the
project.
4.3.3. For each failure to provide any required equity investment
(tranche) at any stage of the project, ATI/AEI will have the
right to replace one of the EXPRO board seats with a member of
its choosing. However, so long as EXPRO continues in its role as
project consultant and operations management participant, it will
retain a minimum of one board seat.
4.4. EXPRO and ATI/AEI will remain equal partners if other sources
(such as bank financing or investment brokers) require equity
ownership. Additional outside equity investment into the project
will lower EXPRO and ATI/AEI's ownership position equally.
It is mutually understood that the Uzbekistan government will
share in the net revenue as per the current Uzbek American Joint
Venture (UAJV) Agreement.
4.5. Unless otherwise separately agreed in writing, EXPRO will fund
investment directly into the newly formed AEJV.
5. FUTURE BUSINESS OPPORTUNITIES
Future business opportunities in the oil and gas industry created by,
through or around the activities described herein will be made available
as a right of first refusal to the other joint venture partner on a
50/50 basis. The partner so offered will have 30 days in which to agree
to participate in the new business venture or not. If said partner
agrees, he will have an additional 30 days with which to perform on
whatever basis is required to initiate the new partnership business.
6. PROJECT ORGANIZATION AND ADMINISTRATION
See CNG Project Organization Chart - Attachment C.
7. ASSIGNMENT
Neither this Agreement nor any interest of either party herein may be
assigned, pledged, or transferred without the prior written consent of
the Parties hereto, or without otherwise complying with the terms and
conditions set forth herein.
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8. VALIDITY OF THIS AGREEMENT
This Agreement is binding on both EXPRO and ATI/AEI as provided herein.
If EXPRO has not made the investment specified in Paragraph 4.2.2 of
this Agreement by the date of April 7, 1995, then this Agreement is null
and void unless it Is extended in writing at the sole discretion of
ATI/AEI. If, after making the first investment as specified in
Paragraph 4.2.2 of this Agreement, EXPRO in unable or unwilling to
continue its investment via a mutually agreed upon means and schedule,
as specified in Paragraph 4.2.1 of this Agreement, then EXPRO will
retain the equity percentage acquired through its investment in the CNG
Project and ATI/AEI has the right, at its sole discretion, to pursue any
and all other sources of funding and to make separate contracts with
such sources of funding.
IN WITNESS WHEREOF, the Parties, by the signatures below of their duly
authorized representatives on the below indicated dates, have executed this
Agreement.
AMERICAN TECHNICAL INSTITUTE EXPRO FUELS INC.
AMERICAN ENGINEERING
/s/ X. X. Xxxxx /s/ Xxx Xxxx
------------------------------- --------------------------
X. X. Xxxxx, President Xxx Xxxx, President
3/29/95 3/30/95
------------------------------- --------------------------
Date Date
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AMENDMENT TO AGREEMENT
(First Amendment)
REFERENCE is here made to that certain agreement dated March 30, 1995,
by and between American Technical Institute ("ATI"), American Engineering
Incorporated ("AEI"), and ExproFuels, a division of The Exploration Company
("EXPRO"), hereinafter Xxxx to as the "Parties," for the CNG Conversion Project
and CNG Refueling Infrastructure in Uzbekistan, Central Asia and the world
market ("Agreement"); and
WHEREAS, the Parties hereby affirm that the Agreement is in full force
and effect; and,
WHEREAS, the Parties now wish to amend and modify the Agreement in
certain respects;
NOW, THEREFORE, for and in consideration of the aforesaid premises, the
Parties do hereby agree to alter and amend said Agreement in the following
manner to wit:
A. Paragraph 4.2.2 of said Agreement shall be deleted in its
entirety, and substituting and inserting in lieu thereof the following:
4.2.2 EXPRO will earn a 10.625% equity position by investing
$450,000 as soon as possible. Initially, EXPRO shall invest $50,000 on
or before April 20, 1995, and thereby earn a 1.18% equity position.
EXPRO, at its sole discretion and option, intends to continue investing
in increments of $50,000, up to a minimum of $150,OOO on an as needed
basis or prior to May 15, 1995, whichever comes first, as part of the
payment of the aforementioned $450,000. Each $50,000 incremental
investment toward a total of $450,000 shall earn EXPRO an additional
1.18% equity position. Failure of EXPRO to wire transfer, as directed
by ATI, $50,000 to CNG International, LLC on, or before, April 20, 1995,
shall terminate all of EXPRO's rights under the Agreement.
Additionally, to keep EXPRO's rights to earn additional interest under
the Agreement in full force and effect, EXPRO must invest an additional
$150,000 by June 15, 1995, and an additional $150,000 by July 15, 1995.
Failure of EXPRO to make the aforementioned investments shall terminate
EXPRO's rights to earn additional interest in the CNG project under the
Agreement.
B. Said Agreement is hereby altered and amended to add the following
Paragraphs 9 and 10 after Paragraph 8 of the Agreement:
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9. ATI and AEI hereby assign all of their right, title and
interest in the CNG project in Uzbekistan to CNG International, LLC.
10. EXPRO agrees to allow contributions to CNG International,
LLC by AEI and/or its agents. The equity interest to be earned by such
contributions may be subtracted from EXPRO's potential interest on a
negotiated case-by-case basis.
This amendment becomes effective immediately upon execution and is
attached to and becomes a part of the Agreement and amends the Agreement only
as regards the terms stated herein.
And for the same consideration, the undersigned Parties do hereby ADOPT,
RATIFY and CONFIRM said Agreement, as the same is hereby amended, and confirm
that same is a valid and subsisting agreement as of this date.
EXECUTED this 19th day of April, 1995.
AMERICAN TECHNICAL INSTITUTE EXPROFUELS
/s/ X. X. Xxxxx /s/ Xxxxxx X. Xxxx
--------------------------------- -----------------------------
X. X. Xxxxx, President Xxxxxx X. Xxxx, President
AMERICAN ENGINEERING INCORPORATED
/s/ X. X. Xxxxx
---------------------------------
X. X. Xxxxx, President
CNG INTERNATIONAL, LLC
/s/ X. X. Xxxxx
---------------------------------
X. X. Xxxxx, President
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Amendment to ATI/AEI/ExproFuels Agreement (Second
Amendment)
REFERENCE is here made to that certain agreement dated March 30, 1995,
and to that certain Amendment to Agreement dated April 19, 1995, by and between
American Technical Institute ("ATI"), American Engineering Incorporated ("AEI")
and ExproFuels ("Expro"), a division of The Exploration Company ("TXCO"),
hereinafter referred to as the "Parties," for the CNG Conversion Project
("Gasmotors") and the CNG Refueling Project ("Gascompressors") in Uzbekistan,
Central Asia and the world market (hereinafter referred to as the
("Agreement"); and
WHEREAS, the Parties hereby affirm that the Agreement remains in full
force and effect; and
WHEREAS, the Parties now wish to amend and modify the Agreement in
certain respects;
NOW, THEREFORE, for and in consideration of the aforesaid premises, the
Parties do hereby agree to alter and amend said Agreement in the following
manner, to wit:
1) Paragraph 4.2.1 of said Agreement shall be changed by deleting all but
the first sentence.
2) Paragraphs 4.2.2, 4.2.3 and 4.2.4 of said Agreement shall be amended as
follows by substituting and inserting in lieu thereof the following:
4.2.2 Expro has invested $150,000 in CNG International, LLC and
the CNG Project in Uzbekistan as of the date signed below. The equity
interest earned for this investment is 3.54% of CNG International, LLC
as of this date.
4.2.2.1 Expro has accepted responsibility for outstanding
bills totaling $181,393.08 to date (not including interest which will be
accrued on this amount) and for purposes of the CNG Project has earned a
total of 4.28% interest in CNG International, LLC as of this date.
4.2.2.2 Expro has earned a total of 7.82% interest in CNG
International, LLC by providing all funding detailed above. This
interest will be increased to account for interest paid on outstanding
bills referenced in paragraph 4.2.2.1 at the rate of 1.18% per $50,000
when the amount of this interest is determined.
4.2.2.3 In addition, Expro will receive a total of three
per cent (3%) for cooperation in developing the CNG
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Program.
4.2.3 Within three (3) weeks after signing of the decree, Expro,
at its sole discretion and option, may invest an additional $500,000
(five hundred thousand dollars) to earn an additional interest of up to
10% in CNG International, LLC, or 1% per $50,000 investment. AEI has
the right to raise funds from outside sources at any time that Expro is
not able to provide funding as needed for the project after receiving
ten (10) days written notice or as much notice as is practicable given
the individual situation. Any funds secured from outside sources may
earn an interest in CNG International, LLC, and Expro agrees that said
interest may reduce its potential ability to earn interest in CNG
International, LLC.
4.2.4 Expro, at its sole discretion and option, may invest an
additional $2,300,000 (two million three hundred thousand dollars) to
earn additional equity interest in CNG International, LLC at the rate of
one per cent (1%) per one hundred thousand dollars ($100,000) of
investment up to the time at which a commitment is received for bank
financing. AEI has the right to raise funds from outside sources at any
time that Expro is not able to provide funding as needed for the project
after receiving ten (10) days written notice or as much notice as is
practicable given the individual situation. Any funds secured from
outside sources may earn an interest in CNG International LLC, and Expro
agrees that said interest may reduce its potential ability to earn
interest in CNG International, LLC.
3) Paragraph 4.2.5 of said Agreement shall be deleted in its entirety.
4) ATI and AEI hereby acknowledge that all their rights, title and interest
in the CNG Project in Uzbekistan has been assigned to CNG International, LLC.
5) This agreement becomes effective immediately upon execution and is
attached to and becomes a part of the Agreement and amends the Agreement only
as regards the terms stated herein.
And for the same consideration, the undersigned Parties do hereby ADOPT,
RATIFY and CONFIRM said Agreement, as the same is hereby amended, and confirm
that same is a valid and subsisting agreement as of this date.
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Executed this the 6th day of November, 1995.
AMERICAN TECHNICAL INSTITUTE EXPROFUELS
/s/ X. X. Xxxxx /s/ Xxxxxx X. Xxxx
----------------------------- --------------------------
X. X. Xxxxx, President Xxxxxx X. Xxxx, President
AMERICAN ENGINEERING, INC.
/s/ X. X. Xxxxx
-----------------------------
X. X. Xxxxx, President
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