Attached files
file | filename |
---|---|
10-Q - ADINO ENERGY CORP | v203529_10q.htm |
EX-10.8 - ADINO ENERGY CORP | v203529_ex10-8.htm |
EX-10.1 - ADINO ENERGY CORP | v203529_ex10-1.htm |
EX-32.2 - ADINO ENERGY CORP | v203529_ex32-2.htm |
EX-10.7 - ADINO ENERGY CORP | v203529_ex10-7.htm |
EX-31.1 - ADINO ENERGY CORP | v203529_ex31-1.htm |
EX-31.2 - ADINO ENERGY CORP | v203529_ex31-2.htm |
EX-32.1 - ADINO ENERGY CORP | v203529_ex32-1.htm |
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:____
|