AMENDMENT TO JOINT VENTURE AGREEMENT
EXHIBIT
10.3
AMENDMENT
TO
THIS
AMENDMENT TO JOINT VENTURE AGREEMENT
(the
“Amendment”) is effective as of the 30th day of August, 2006, by and between
Ethanex Energy North America, Inc. (“Ethanex”), and SEMO Milling, LLC
(“SEMO”).
RECITALS
A. Ethanex
and SEMO entered into that certain Joint Venture Agreement dated August 4,
2006
(the “JV Agreement”) pertaining to the formation and management of a joint
venture company, Ethanex at SEMO Port, LLC.
B. Ethanex
and SEMO desire to amend the JV Agreement as set forth
herein.
AGREEMENT
In
consideration of the above Recitals, which are incorporated herein by this
reference, the mutual agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Ethanex and SEMO agree as follows:
1. Amendment
of JV Agreement.
The JV
Agreement shall be amended as follows:
|
1.1
|
Obligations
of the Parties. Section
7.1(e) of the JV Agreement shall be deleted and replaced with the
following language:
|
| (e) |
use
its commercially best efforts to submit, no later than September
15, 2006,
all necessary permits required by the Missouri Department of Natural
Resources and any other applicable Governmental Authority to commence
construction of the Plant;
|
|
1.2
|
Term
and Termination.
Section 12.3 of the JV Agreement shall be deleted and replaced with
the
following language:
|
| 12.3 |
This
JV Agreement may be terminated by SEMO and the transactions contemplated
hereby abandoned if (i) Ethanex has not fulfilled its obligations
pursuant
to Section
7.1(e)
above and all necessary permits to commence construction of the Plant
have
not been submitted to the Missouri Department of Natural Resources
and any
other applicable Governmental Authority by September 15, 2006; (ii)
Ethanex has not fulfilled its obligations pursuant to Section
7.1(f)
above to enter into the EPC Contract by September 30, 2006 to provide
detailed engineering, procurement, and construction work as is necessary
to ensure that construction of the Plant shall commence no later
than the
Construction Start Date; (iii) Ethanex has not secured the Third
Party
Financing on or before the Effective Date; or (iv) construction of
the
Plant has not commenced on or before the Construction Start
Date.
|
2. Effect
of Amendment.
The JV
Agreement shall continue in full force and effect as written except as amended
hereby. To the extent any provisions of the JV Agreement (prior to its amendment
hereby) is inconsistent with the amendments set forth herein, such provisions
shall be deemed superseded hereby or modified to conform
herewith.
3. Counterparts.
This
Amendment may be executed in counterparts, each of which, when executed,
shall
be deemed to be an original and all of which together will be deemed to be
one
and the same instrument.
Ethanex
and SEMO have executed this Amendment as of the date first written
above.
| ETHANEX ENERGY NORTH AMERICA, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxxx | |
|
Its: President and CEO |
||
| SEMO MILLING, LLC | ||
| |
|
|
| By: | /s/ Xxxxxxx XxXxxx | |
|
|
||
| Its: Manager | ||
