Exhibit 10.3
Execution Version
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”) is entered into on November 21, 2023 by and between USD Clean Fuels LLC, a Delaware limited liability company (“USDCF”), and West Colton Rail Terminal LLC, a Delaware limited liability company (“WCRT”). Each of USDCF and WCRT is referred to herein as a “Party” and, collectively, the “Parties”.
WHEREAS, USDCF and WCRT are parties to that certain Marketing Services Agreement, dated as of June 28, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “MSA”); and
WHEREAS, the Parties desire to terminate the MSA in its entirety.
NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agrees as follows:
1. Termination of the MSA. The Parties herby consensually agree that the MSA shall be terminated in its entirety, effective as of November 21, 2023 (the “Termination Date”).
2. No Cross-Termination. For the avoidance of doubt, the termination of the MSA pursuant to this Agreement shall have no effect on any existing terminal services agreements for terminalling services provided by WCRT to UDSCF or related terminal services provided by USDCF at the West Colton Rail Terminal operated by WCRT, including, without limitation, pursuant to that certain Terminal Services Agreement, dated as of June 28, 2021, by and between WCRT and USDCF and that certain Terminal Services Agreement, dated as of June 18, 2021, by and between USDCF and Valero Marketing and Supply Company.
3. Miscellaneous.
(a) Representations and Warranties. Each Party represents and warrants to the other Party that, as of the Termination Date, (i) such first Party has the full legal right and full legal capacity to execute and deliver this Agreement, (ii) such first Party has full power and authority to execute, deliver and perform its obligations under this Agreement, and (iii) this Agreement has been duly executed and delivered by such first Party and is legal, valid, binding and enforceable upon and against such first Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, public policy or other equitable considerations.
(b) Entire Agreement. This Agreement contains the entire understanding of the Parties and supersedes all prior agreements, understandings, negotiations and discussions between the Parties regarding same, whether oral or written. There are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, amendment, alteration, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties.
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