FIRST AMENDMENT TO PROJECT DEVELOPMENT AND CONSULTING AGREEMENT
FIRST
AMENDMENT TO PROJECT
DEVELOPMENT AND CONSULTING AGREEMENT
THIS
FIRST AMENDMENT TO PROJECT DEVELOPMENT AND CONSULTING AGREEMENT
(the
“Amendment”) is executed effective as of September 1, 2008 (“Effective Date of
the First Amendment”), and is incorporated in and amends that certain Project
Development and Consulting Agreement dated September 1, 2007 (the “Agreement”),
between XXXX
X. XXXX,
an
individual (“Long”), and EAST
COAST ETHANOL,
a
Delaware limited liability company (the “Company”).
NOW,
THEREFORE,
for good
and valuable consideration, the parties hereby agree as follows:
1. Interpretation.
Capitalized terms used but not defined herein have the meanings set forth
in the
Agreement. Capitalized terms used and defined herein shall have the meanings
set
forth in this Amendment and for purposes of the Agreement as well. Except
as
expressly amended hereby, the terms and conditions of the Agreement remain
in
full force and effect. If there are conflicts between the terms of the Agreement
and the terms of this Amendment, the terms of this Amendment
control.
2. Section
5
of the Agreement is hereby deleted in its entirety and replaced with the
following:
“5.
TERM
AND TERMINATION OF AGREEMENT. The
term
of this Agreement shall commence
as of the Effective Date and shall terminate upon the earlier of any of the
events enumerated below ("Termination Event").
(a) Dissolution,
bankruptcy or insolvency of the Company, or the inability or failure of the
Company generally to pay debts as they become due, or an assignment by the
Company for
the
benefit of creditors, or the commencement of any case or proceeding in respect
of the Company
under any bankruptcy, insolvency or similar laws;
(b) Long's
voluntary resignation as a member of the Board or his removal from the
Board;
(c) Mutual
written agreement of the parties;
(d) Completion
of one calendar year plus four months from the Effective Date; or
(e) Long's
death or disability such that he is unable to perform the Development and
Consulting
Services hereunder as determined in good faith by the Company's Board
of
Directors.
3. This
Amendment may be executed by any one or more of the parties hereto in any
number
of counterparts, each of which shall be deemed to be an original, but all
such
counterparts shall together constitute one and the same instrument.
IN
WITNESS WHEREOF,
the
parties hereto have duly executed this AMENDMENT
TO PROJECT DEVELOPMENT AND CONSULTING AGREEMENT effective
as of the first
day
of September, 2008.
