ADDENDUM TO PLACEMENT AGENT AGREEMENT
ADDENDUM
TO PLACEMENT AGENT AGREEMENT
Xxxxxx
Securities LLC
d,b,a,
Xxxxxx Group Capital
0000
Xxxxxxxxx Xxxx, X.X., Xxxxx 000
Xxxxxxx,
XX 00000
Attn:
Xxxxxx Xxxxxxx
Gentlemen:
This
Addendum to Placement Agent Agreement (the "Addendum") is made this 22nd
day of
September 2008 by
and
between East Coast Ethanol, LLC, a Delaware limited liability company having
an
address of 0000 Xxxxxxxx
Xxxx, Xxxxxxxx, XX 00000 (the "Company") and Xxxxxx Securities LLC, a Delaware
limited liability company
(d.b.a. Xxxxxx Group Capital)(the "Placement Agent").
This
Addendum shall be incorporated into and made part of the Placement Agency
Agreement dated April 4,
2008
by and between the Company and the Placement Agent (the
"Agreement").
1. Interpretation.
Except
as
expressly supplemented and amended hereby, all terms and conditions of the
Agreement
remain as stated therein. In case of a conflict between the terms and conditions
of the Agreement and this
Addendum, the ten-as and conditions of this Addendum shall control.
2. Additions
language. Without
alteration to any other provision of the Agreement, the following Section 1A
is
hereby
added to, and made part of, the Agreement:
1A.
PLACEMENT
OF SENIOR CREDIT FACILITY. On
the
basis of the representations, warranties and agreements of the Company herein
contained, and subject to all the terms and conditions of this
Agreement:
(a) The
Company hereby engages the Placement Agent, on a non-exclusive basis and so
long
as the Placement
Agent is authorized to act as a selling agent of the Company for the Company's
Units pursuant to Section 1
hereof,
to assist the Company in obtaining a senior credit facility for project
financing as described in the Prospectus.
(b) As
compensation for Placement Agent's services rendered pursuant to this Section
1A, upon the execution
and delivery of definitive and binding written agreements by the Company and
the
lender providing the senior
credit facility, the Company shall pay to the Placement Agent in cash, on the
date such definitive and binding written
agreements are executed, by wire transfer of immediately available funds to
an
account or accounts designated
by the Placement Agent, art amount equal to one and one-half percent (1.5%)
of
the amount of the senior credit
facility received by the Company; provided, however, that notwithstanding the
foregoing, the Placement Agent
shall be entitled to compensation pursuant to this Section 1A(b) only if: (i)
the Placement Agent received a bona
fide
offer to provide the senior credit facility from the lender providing the senior
credit facility to the Company,
the Placement Agent communicated such bona fide offer to provide the senior
credit facility to the Company
and the Company thereafter accepted such bona fide offer, and (ii) the
definitive and binding written agreements
between the Company and the lender providing the senior credit facility are
executed and delivered not more
than
twelve, (12) months following the termination of the Placement Agent's
engagement to assist the Company
in obtaining a senior credit facility pursuant to Section 1A(a).
(c) Offers
to
provide a senior credit facility may be solicited by the Placement Agent as
agent for the Company
at such times and in such amounts as the Placement Agent deems advisable. The
Placement Agent shall communicate
to the Company, orally or in writing, each reasonable offer to provide a senior
credit facility received by
it as
agent of the Company. The Company shall have the sole right in its absolute
discretion to accept or reject any
such
offer, in whole or in part. The Placement Agent shall have the right, in its
discretion reasonably exercised, subject
to giving prior notice to the Company, to reject any offer to provide a senior
credit facility received by it, in whole
or
in part, and any such rejection shall not be deemed a breach of its agreement
contained herein.
3. Counterparts. This
Addendum may be signed in any number of counterparts, each of which shall be
an
original,
with the same effect as if the signatures thereto and hereto were upon the
same
instrument.
If
the
foregoing is in accordance with your understanding of the agreement between
the
Company and the Placement Agent, kindly indicate your acceptance in the space
provided for that purpose below.
Very truly yours, | ||
EAST COAST ETHANOL, LLC | ||
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By: | /s/ Xxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx |
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Title: Chief Executive Officer |
Accepted
as of the date first above written
XXXXXX
SECURITIES LLC
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/s/ Xxxxxx Xxxxxxx | |||
Name:
Xxxxxx Xxxxxxx
Title:
Managing Member/Chief Executive
Officer
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