Exhibit 10.12.1
ADDENDUM NO. 1
TO
DEVELOPMENT SERVICES/CONSULTING AGREEMENT
This ADDENDUM (the "Addendum") is entered into as of April 30, 2003 and
supplements and modifies the Development Services/Consulting Agreement dated
December 30, 2002 (the "Agreement") between Oregon Trail Ethanol Coalition,
L.L.C., a Nebraska limited liability company of Xxxxxxxxx, Nebraska (hereinafter
"Oregon Trail Ethanol Coalition"), and GreenWay Consulting, LLC, a Minnesota
limited liability company of Xxxxxx, Minnesota (hereinafter "GreenWay").
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the Agreement. For the purposes of this Addendum, to the extent any of the
provisions of this Addendum are inconsistent with the terms and conditions of
the Agreement, the terms and conditions of this Addendum will prevail. In all
other respects, the terms and conditions of the Agreement shall remain in full
force and effect and shall be applicable to this Addendum and the parties
hereto. The Company and Northland Securities agree as follows:
1. Term of the Agreement. Section 4 of the Agreement should be deleted in
its entirety and the following substituted in lieu thereof:
Section 4 - Term of Agreement; Termination. The term of this Agreement
shall begin on the date of execution set forth above and shall have an
expiration date nine (9) months after Successful Commissioning (as defined
above) of the plant. Oregon Trail Ethanol Coalition and GreenWay as the
non-defaulting party each shall retain the right to terminate this
Agreement if either party fails to perform ("defaults") under the terms of
this contract and attachments, including but not limited to meeting major
milestones in development by their completion dates in Schedule 2 below.
All expenses under Section 3 shall be paid through termination of this
Agreement. Termination of this Agreement by Oregon Trail Ethanol Coalition
prior to Financial Close but after meeting Milestone 1 in Schedule 2 below,
followed by a Financial Close will result in Oregon Trail Ethanol Coalition
paying GreenWay a termination fee equal to the Phase I fee shown in
Schedule 1 above. To terminate this Agreement, the non-defaulting party
must notify the defaulting party in writing describing the cause of default
and pay any uncontested amounts that are due through the date of the
notice.
Schedule 2 - MILESTONES AND COMPLETION DATES
COMPLETION
MILESTONE DATE FAILURE
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1. Raising the Minimum July 1, 0000 Xxxxxx Xxxxx Ethanol
Subscription Amount Under the Coalition or GreenWay
Registration Statement may terminate
2. Financial Close July 31, 0000 Xxxxxx Xxxxx Ethanol
Coalition or GreenWay
may terminate
2. Counterparts. This Addendum may be executed in counterparts, each of
which will be deemed an original, but all or which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this Addendum the
date and year first above written and each party agrees it has read and
understands all the terms of this Addendum.
Oregon Trail Ethanol Coalition, L.L.C.
By: /s/ Xxxx X. Xxxxxx (signature)
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Xxxx X. Xxxxxx (printed name)
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Its: Chairman of the Board
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Greenway Consulting, LLC
By: /s/ Xxxxxx Xxxxxxxxx (signature)
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Xxxxxx Xxxxxxxxx (printed name)
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Its: Chief Manager
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