Exhibit 10.7
LETTER AGREEMENT
OREGON TRAIL ETHANOL COALITION, L.L.C.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
May 15, 2002
Xxxxxx and Xxxx Xxxxxxxxx
Re: OTEC Relocation Payment
Dear Mr. and Xxx. Xxxxxxxxx:
As you are aware, Oregon Trail Ethanol Coalition, L.L.C. ("OTEC") is in the
process of raising funds to construct and operate a 40 million gallon per year
ethanol plant at a site east of Davenport, Nebraska, and located adjacent to
your feedlot (the "East Xxxxxxxxx Site"). Your feedlot is located in the
Northwest corner of the Northwest Quarter of Section 21-4-4, and is immediately
east of the East Xxxxxxxxx Site. OTEC is negotiating option agreements with the
owners of the East Xxxxxxxxx Site to purchase such property for the purpose of
constructing and operating the proposed ethanol plant. You have indicated that
you would like to relocate your feedlot as a result of its close proximity to
the proposed ethanol plant. OTEC is willing to reimburse you for certain
expenses incurred in connection with such relocation as set forth in this letter
agreement.
At a mutually agreed upon date after the closing of OTEC's public offering,
but no later than five (5) days after the closing of the purchase of the East
Xxxxxxxxx Site, OTEC shall pay you $40,000 in cash to cover the relocation costs
related to the cattle lots currently located east of the East Xxxxxxxxx Site
(the "Relocation Payment"), provided that payment of the Relocation Payment is
not contingent upon you destroying or moving your existing cattle facilities.
You expressly acknowledge that except for the Relocation Payment, OTEC shall
have no further obligation to you relating to this or any other relocation. In
the event OTEC does not close on its public offering, purchase the East
Xxxxxxxxx Site, or commence construction of the proposed ethanol plant, OTEC
shall have no obligation to pay you the Relocation Payment.
In consideration for the Relocation Payment, you fully and forever release
and discharge OTEC, and its subsidiaries, successors, assigns, agents and
employees from any and all claims, demands, causes of action, duties,
obligations or liabilities whatsoever, whether known or unknown, in law or
equity, which you ever had, now have or hereafter can, shall or may, have
against OTEC arising out of or in any way connected with this letter agreement,
your relocation costs and expenses, OTEC's purchase of the East Xxxxxxxxx Site,
or its construction and operation of the proposed ethanol plant, whether
presently asserted or unasserted, known or unknown. The parties mutually agree
that they intend this release to permanently eliminate all claims of every
nature whatsoever you have against OTEC, and this letter agreement shall be
broadly construed to that end. You also agree that you will support the OTEC
purchase of the East Xxxxxxxxx Site and construction of an ethanol plant at such
location and will not directly or indirectly oppose or object to OTEC's proposed
purchase of the East Xxxxxxxxx Site or construction of an ethanol plant,
including without limitation, in any public proceeding or in any public
statements.
This letter agreement constitutes the entire agreement and understanding
between the parties hereto and is the final expression of their agreement and no
evidence of oral or other written promises shall be binding. All other prior
agreements or understandings related to the subject hereof between the parties,
whether written or oral, shall be null and void and of no further force and
effect upon the execution of this letter agreement.
This letter agreement and performance hereunder shall be governed by and
construed in accordance with the substantive laws of Nebraska without reference
to its conflict of laws rules.
Neither party may assign this letter agreement without the prior written
consent of the other party, which consent shall not be unreasonably withheld. If
any severable provision of this letter agreement is deemed invalid or
unenforceable by any judgment of a court of competent jurisdiction, the
remainder of this letter agreement shall not be affected by such judgment. This
letter agreement may only be amended by written agreement of the parties hereto.
The failure to enforce or to require the performance at any time of any of the
provisions of this letter agreement shall in no way be construed to be a waiver
of such provisions. This letter agreement is binding on the party's heirs, legal
representatives, successors and permitted assigns.
If you approve of this letter agreement, please so indicate by executing
and returning one copy hereof to me.
Yours very truly,
OREGON TRAIL ETHANOL COALITION, L.L.C.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Chairman of the Board
and President
AGREED TO AND ACCEPTED BY:
/s/ Xxxxxx Xxxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxxx, and
/s/ Xxxx X. Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxx
NOTARIZATION
STATE OF NEBRASKA )
) ss.
COUNTY OF Xxxxxx )
The foregoing instrument was acknowledged before me this 15th day of May,
2002 by Xxxxxx Xxxxxxxxx and Xxxx Xxxxxxxxx.
GENERAL NOTARY-State of Nebraska
XXXXXX X.XXXXXXX
My Comm. Exp. Nov. 23, 2004
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My commission expires: 11/23/04
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