EXHIBIT 10.9.1
AMENDMENT TO LETTER AGREEMENT
This Amendment (the "Amendment") is entered into by and between Oregon
Trail Ethanol Coalition, L.L.C. (the "Client") and Xxxxx & Company Limited (the
"Firm") and supplements and modifies the Letter Agreement entered into between
the parties on August 14, 2002 (the "Agreement"). Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Agreement. For
the purposes of this Amendment, to the extent any of the provisions of this
Amendment are inconsistent with the terms and conditions of the Agreement, the
terms and conditions of this Amendment 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 Amendment and the parties hereto. For good and
valuable consideration, the parties hereby agree as follows:
The Firm agrees that in no event shall it, its principal Xxxxxx Xxxxx, or
any third party (whether a representative, consultant, advisor or otherwise)
acting on its behalf engage in any conduct which constitutes the effecting of a
transaction in securities of the Client. In furtherance of this agreement, the
Firm expressly represents, warrants and covenants not to engage in any of the
following conduct:
a. Taking part in any negotiations between the Client and a potential
investor in the Client or such potential investor's representative;
b. Receiving or handling any potential investor's subscription agreement
or any funds used by a potential investor in the Client in purchasing the
securities of the Client;
c. Maintaining any discretion with respect to the Client's acceptance or
rejection of a potential investor's subscription to purchase the securities of
the Client;
d. Advertising, whether written or verbal, solicitations for an
investment in the Client's membership units;
e. Directly or indirectly initiating communications, including telephone,
written and e-mail, to potential investors soliciting the purchase of Client's
membership units.
The signatures of the parties below shall evidence such parties agreement
to the provisions set forth in this Amendment.
OREGON TRAIL ETHANOL COALITION, L.L.C. XXXXX & COMPANY LIMITED
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx Xxxxx
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Title: Chairman of the Board and President Title: President
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