EXHIBIT 10.15
MUTUAL CONSENT TO TERMINATION OF AGREEMENTS
This Mutual Consent to Termination of Agreements ("Termination
Agreement") is entered into as of March 19, 2003 between Oregon Trail Ethanol
Coalition, L.L.C. ("OTEC") and U.S. Bancorp Xxxxx Xxxxxxx, Inc. ("U.S. Bancorp
Xxxxx Xxxxxxx").
WHEREAS, OTEC and U.S. Bancorp Xxxxx Xxxxxxx entered into an Agency
Agreement on December 30, 2002 ("Agency Agreement") pursuant to which U.S.
Bancorp Xxxxx Xxxxxxx agreed to act as OTEC's placement agent on a best efforts
basis in connection with the offer and sale of membership units offered in the
OTEC prospectus dated January 17, 2003, as amended March 5, 2003 (the
"Prospectus"); and
WHEREAS, OTEC and U.S. Bancorp Xxxxx Xxxxxxx entered into a Financial
Services Agreement on December 30, 2002 ("Financial Services Agreement")
pursuant to which U.S. Bancorp Xxxxx Xxxxxxx agreed to assist OTEC with
developing and evaluating financing strategies and to assist OTEC in securing
the required debt financing for its project;
WHEREAS, OTEC and U.S. Bancorp Xxxxx Xxxxxxx both desire to terminate
the Agency Agreement and the Financial Services Agreement.
NOW THEREFORE, in recognition of the above the parties hereto agree as
follows:
1. Termination and Effective Date. The parties hereby agree to
terminate the Agency Agreement and the Financial Services Agreement and further
agree that the termination of such agreements shall be effective as of the date
that (a) OTEC's post effective amendment relating to this Termination Agreement
is declared effective by the Securities and Exchange Commission ("SEC"); and (b)
approval is received from the National Association of Securities Dealers, Inc.
("NASD") regarding the change in OTEC's placement agent to Northland Securities,
Inc. ("Effective Date"); provided, however, the Effective Date shall not be
later than March 21, 2003, and if such SEC effectiveness of the OTEC
post-effective amendment or NASD approval is not received by such date, the
termination of the Agency Agreement and Financial Services Agreement shall be
effective on March 21, 2003. Execution of this Termination Agreement shall not
affect any change in the survivability of those provisions in the Agency
Agreement and the Financial Services Agreement which by their terms survive the
termination of such agreements, including Sections 5, 6, 7 and 12 of the
Financial Services Agreement and Section 7 of the Agency Agreement. The parties
hereto agree that, subject to the limitations and procedures set forth therein,
the indemnification obligations set forth in Section 7 of the Financial Services
Agreement and Section 7 of the Agency Agreement shall also apply to third party
arising after the effective date of this Termination Agreement.
2. No Fee Obligation. Upon the effective date of this Termination
Agreement, OTEC shall have no obligation to pay U.S. Bancorp Xxxxx Xxxxxxx, and
U.S. Bancorp Xxxxx Xxxxxxx shall not be entitled to receive, any fees under
either the Agency Agreement or the Financial Services Agreement.
3. Return of Expense Retainer. U.S. Bancorp Xxxxx Xxxxxxx shall
return to OTEC $45,674.85 which represents the unused portion of the Expense
Retainer (as defined in the Financial Services Agreement) upon the Effective
Date of this Termination Agreement.
4. Miscellaneous. This Termination Agreement shall be amended or
supplemented only by a written instrument executed by each of the parties
hereto. This Termination Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Termination Agreement
as of March 19, 2003.
OREGON TRAIL ETHANOL COALITION, L.L.C. U.S. BANCORP XXXXX XXXXXXX, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Its: Chairman of the Board Its: Managing Director
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