Exhibit 10.35
[EKAE Letterhead]
December 13, 2006
UBE Services
Attention: Ron Hansen, President
2868 North Ridge Road
Wichita, KS
67205-1039
RE:
TERMINATION OF MANAGEMENT
AGREEMENT BETWEEN EAST KANSAS AGRI-ENERGY, LLC AND UBE SERVICES,
LLC (SUCCESSOR TO UNITED BIO ENERGY MANAGEMENT, LLC)
Dear Mr. Hansen:
This letter agreement is sent to
confirm our conversations of December 12, 2006 in which we agreed
upon the essential terms for the termination of that certain
Management Agreement dated as of November 12, 2004 (the
“Management Agreement”) between East Kansas
Agri-Energy, LLC (“ EKAE ”) and UBE Services,
LLC, successor to United Bio Energy Management, LLC (“ UBE
Services ”) ahead of its scheduled termination
date.
EKAE and UBE Services now agree to
terminate the Management Agreement on the following
terms:
·
Termination of Management
Agreement.
Notwithstanding any other provision in the Management Agreement,
the Management Agreement shall terminate in its entirety as of
December 31, 2006 (the “ Termination Date ”) and
the provisions of the Management Agreement will be of no further
force and effect other than the provisions of Paragraph 14
(Proprietary Information) of the Management Agreement.
Accordingly, as of the Termination Date both parties are released
from all any and all further obligations under the Management
Agreement except for those certain provisions of Paragraph 14 of
the Management Agreement.
·
Amounts Due under Management
Agreement .
Notwithstanding any provision
contained herein to the contrary, EKAE shall pay all Management
Fees and Incentive Bonuses due to UBE Services under P
aragraphs 8 and 9 of the Management Agreement for services rendered to EKAE pursuant to
the Management Agreement through the Termination
Date.
·
Mutual Release
. Except as specifically
provided herein, upon the Termination Date each party irrevocably
releases the other party and its affiliates and representatives, in
full, from any and all claims, losses, expenses, and damages, of
any kind or
