Amendment
This amendment (the "Amendment") among Eastern Consolidated Energy, Inc.,
Kentucky corporation ("ECEI"), and Kentucky Energy Consultants, Inc., a Kentucky
corporation ("KECI"), (individually, a "Party"; collectively, the "Parties"), is
being executed for the purpose of amending the Agreement dated July 21, 2003,
among ECEI, and KECI.
Premises
Whereas, the above parties believe it is in the best interests of their
respective shareholders to further amend the July 21, 2005 Agreement which was
previously amended on February 1, 2005;
Whereas, the parties have negotiated alternative coal sales and marketing
fees
Whereas, all parties have agreed to provide the necessary written consent
to further amend the coal sales and marketing fees language currently contained
in the amendment entered into on January 18, 2005 which was an amendment to the
July 21, 2003 Agreement in consideration of the execution of this Amendment;
Now, therefore, the parties agree as follows.
Amendment
1. The Coal Sales and Marketing Fees language as described in the January
18, 2005 Amendment which reads as follows:
Effective February 1, 2005, the fees and commissions to be paid to
KECI for its services by ECEI will be two and one half percent (2
1/2%) of the gross sales price received by ECEI for any and all coal
sold by ECEI on purchase orders and/or contracts on either the spot or
contract arrangements. Payments made by ECEI to KECI will be made
within three days from the time ECEI receives payment from coal
purchaser.
Shall be further amended to read as follows:
Effective February 1, 2005, the fees and commissions to be paid to
KECI for its services by ECEI will be two and one half percent (2
1/2%) of the gross sales price received by ECEI for any and all coal
sold by ECEI on purchase orders and/or contracts on either the spot or
contract arrangements. Payments made by ECEI to KECI will be made
within three days from the time ECEI receives payment from coal
purchaser. However, Kentucky Energy Consultants, Inc. (KECI) agrees to
forfeit its coal sales commission of 2.5% of gross revenues less
trucking cost until such time as the Company reaches $20 million in
aggregate EBITDA production.
3. The balance of the Agreement, dated July 21, 2003 shall remain as is.
4. Each Party hereby represents and warrants that it has all requisite
corporate power and authority to enter into this Amendment and to
consummate the transactions contemplated by this Amendment. The
execution and delivery of this Amendment and the consummation of the
transactions contemplated by this Amendment have been duly authorized
by all necessary corporate action on the part of each Party. This
Amendment constitutes the legal, valid and binding obligation of the
Parties, enforceable against each other in accordance with its terms.
The execution and delivery of this Amendment does not, and the
consummation of the transactions contemplated by this Amendment and
compliance with the provisions of this Amendment will not, conflict
with, or result in any violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or loss of
a benefit under, or result in the creation of any lien upon any of the
assets to be transferred by any party under, (i) the articles of
incorporation or by-laws, (ii) any loan or credit amendment, note,
bond, mortgage, indenture, lease or other amendment, instrument,
permit, concession, license or similar authorization applicable to any
of the parties or their subsidiaries or their respective properties or
assets, or (iii) subject to the governmental filings and other matters
referred to in the following sentence, any judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to any of the
Parties or any of their subsidiaries or their respective properties or
assets.
IN WITNESS WHEREOF, ECEI and KECI have caused this Amendment to be signed
by their respective officers thereunto duly authorized, all as of December __,
2005.
Kentucky Energy Consultants Inc. Eastern Consolidated Energy, Inc.
By: /s/ Xxxx Xxxxxx, VP & Sec. By: /s/ Xxxxx Xxxxxxx
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Name: Xxxx Xxxxxx Name: Xxxxx Xxxxxxx
Title: Vice President & Secretary Title: President
