Unassociated Document


    AMENDMENT TO TERMINALING
AGREEMENT

    


    This
AMENDMENT TO TERMINALING AGREEMENT (“Amendment”) is by and among
Intercontinental Fuels, LLC, a Texas limited liability company with its
principal place of business at 17617 Aldine Westfield Road, Houston, Texas 77073
(“IFL”) and [Confidential treatment claimed pursuant to Rule 24b-2] (“FSI”). IFL
and FSI may be collectively referred to as the “Parties,” or if referring to
only one of the above entities, a “Party.”

    


    RECITALS

    


    On December 1, 2007, FSI entered into a
Terminaling Services Agreement for Commingled Products with IFL (the “FSI
Terminaling Agreement”). Pursuant to the FSI Terminaling Agreement, IFL agreed
to allow FSI to store certain petroleum products at IFL’s fuel storage facility
located at 17617 Aldine Westfield Road in Houston, Texas (the
“Terminal”).

    


    FSI and IFL desire to amend the FSI
Terminaling Agreement in certain respects to provide for exclusive use of
certain IFL storage capacity and to expand the storage capacity available to
FSI.

    


    NOW, THEREFORE, in consideration of the
mutual promises and covenants expressed herein, IT IS HEREBY AGREED AS
FOLLOWS:

    


    
      	
               
      

            	
              1.

            	
              Terms
      of Amendment. IFL and FSI hereby amend the FSI Terminaling
      Agreement with the following terms and
  conditions:

            


    

    


    
      	
               
      

            	
              a.

            	
              Exclusive
      Use of Tanks. IFL agrees to provide to FSI the exclusive use of the
      following tanks (the “Tanks”) for the following storage fees on the
      applicable commencement date listed
below:

            


    

    


    
      
        
          
            
              
                
                  
                    	
                             

                          	
                            Tank Number and Capacity 

                          	 
      	
                            Storage Fee

                          	 
      	
                            Commencement Date

                          
	 	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            November
      1, 2009

                          
	 	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            November
      1, 2009

                          
	 	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            January
      1, 2010

                          
	 	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	 
      	
                            February
      1, 2010

                          
	 	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	
                              

                          	
                            [Confidential
      treatment claimed pursuant to Rule 24b-2]

                          	
                              

                          	
                            February
      1,
2010

                          


                  

                

              

            

          

        

      

    

    


    Amendment
to Terminaling Agreement

    Page 1 of
3

    


    
      	
              Initials:  IFL:____

            	
              FSI:____

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The
applicable storage fee shall be payable on the corresponding commencement date.
The Tank Numbers allocated to FSI can be changed upon prior notice to
FSI.

     

    IFL
agrees to not commingle other customers’ product with FSI’s Product in the
Tanks. IFL will deliver to FSI the identical Product that is stored in the
Tanks. IFL guarantees that the Product stored in the Tanks will be FSI’s and
FSI’s only.

     

    
      	
            	
              b.

            	
              Mode
      of Delivery and Discharge. FSI will have the ability to receive
      Product via pipeline or transport truck. FSI shall be responsible for any
      capital expenditure required for the discharge of FSI’s Product via
      transport truck. In addition, IFL may charge an unloading fee for Product
      received via transport truck, which fee shall be contained in the
      Terminaling Agreement referred to in Section
3.

            


    

     

    
      	
            	
              c.

            	
              Capital
      Investment. FSI agrees to build on the Terminal, at its own
      expense, twelve (12) fuel storage tanks (the “New Tanks”), each New Tank
      to have a storage capacity of thirty thousand (30,000) gallons. Without
      limiting the generality of the foregoing, FSI shall be responsible for
      payment of all permits, licenses, design, engineering, and construction
      expenses associated with building the New Tanks. All design, engineering,
      construction, and logistical work associated with building the New Tanks
      shall be coordinated with and approved by IFL’s designated project
      manager. Commencing upon the date that each New Tank is structurally sound
      enough to enter into operation for its intended use, FSI agrees to pay to
      IFL a throughput fee of [Confidential treatment claimed pursuant to Rule
      24b-2] per month per New Tank. Notwithstanding the foregoing, the above
      throughput fee on all 12 New Tanks shall commence within one hundred
      eighty (180) days whether all (or any) of the New Tanks are complete. IFL
      will invoice FSI for such throughput fee in accordance with IFL’s normal
      billing procedures. Title to the New Tanks and any equipment or machinery
      paid for by FSI in connection with the New Tanks shall remain with FSI,
      and upon the expiration of the Terminaling Agreement referred to in
      Section 3, FSI may remove the New Tanks and such machinery or equipment at
      its own expense. If FSI removes the New Tanks and/or other machinery or
      equipment, it must leave the portions of the Terminal where the New Tanks
      or such machinery or equipment were located in good and tenantable
      condition.

            


    

    


    Amendment
to Terminaling Agreement

    Page 2
of 3

    


    
      	
              Initials:  IFL:____

            	
              FSI:____

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              d.

            	
              Product.
      The Product to be stored in all tanks leased hereunder shall be the
      following: Gasoline and gasoline blend stock, diesel (low sulfur diesel
      and ultra low sulfur diesel), diesel blend stock, biodiesel and biodiesel
      blend stock, ethanol/methanol and related additives. FSI may blend its
      Product in the tank.

            


    

     

    
      	
            	
              e.

            	
              Termination
      Date. The termination date of the FSI Terminaling Agreement shall
      be September 30, 2013.

            


    

     

    
      	
            	
              2.

            	
              Deposit.
      Upon execution of this Amendment, FSI shall pay to IFL a security deposit
      of [Confidential treatment claimed pursuant to Rule 24b-2], which shall be
      applied to the last month of rent for Tank Numbers [Confidential treatment
      claimed pursuant to Rule 24b-2].

            


    

     

    
      
        	
              	
                3.

              	
                Execution
      of Terminaling Agreement. IFL and FSI shall work together in good
      faith to incorporate the terms of Section 1 into a new Terminaling
      Agreement, which shall contain IFL’s customary provisions to the extent
      such customary provisions do not conflict with the terms of Section
      1.

              


      

    

     

    IN
WITNESS WHEREOF, the Parties have executed this Amendment as of October 30,
2009.

    


    
      
        
          	
                  INTERCONTINENTAL FUELS, LLC

                	 	
                  FUEL STREAMERS, INC.

                
	 
      	 
      	 	 
      	 
      
	
                  By:

                	
                  /s/

                	 	
                  By:

                	
                  /s/

                
	 
      	
                  Sonny Wooley, Authorized Signatory

                	 	
                  Phillip Rivkin, Chief Executive

                  Officer

                


        

      

    

    


    Amendment
to Terminaling Agreement

    Page 3
of 3

    


    
      	
              Initials:  IFL:____

            	
              FSI:____