FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
This First Amendment to Management Services Agreement ("Amendment") is made and entered into as of this 14th day of October 2008, by and among Interline Resources Corporation, a Utah company, ("Interline"), and XxxxxXxx Refining LLC, a limited liability company, (the "Company") (which may be referred to herein collectively as the "Parties" or individually as a "Party").
WHEREAS, Interline and the Company are parties to the Management Services Agreement dated September 10, 2007 (the "Agreement"), pursuant to which Interline is providing certain services to the Company and the Company is compensating Interline for such services and for its managerial and supervisory services contemplated by Section 5.5 of the Operating Agreement; and
1. Amendment to Fees. Sections I.i and 2.e of the Management Services Agreement of the Agreement are hereby amended to provide that, effective as of November I, 2008, the Company will pay Interline a monthly management fee of $60,000 for all services provided by Interline under the Agreement and as contemplated in the Operating Agreement, which amount shall not be subject to reduction following the Completion Date. This amount will be paid monthly in arrears. Interline agrees and acknowledges that no increase in the OP Service fee or payment of any additional fee may be made to it or any of its affiliates, directly or indirectly, except in accordance with Section 5.5 of the Operating Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date first written above.
MANAGER:
THE COMPANY:
Interline Resources Corporation
Xxxxxxxx Refining, LLC
By its Manager and Co-Interim Managers
Signature: /s/ Xxxxxxx Williams_______
By: Xxxxxxx Xxxxxxxx, President
Interline Resources Corporation,
Manager
Signature: /s/ Xxxxxxx Williams_____
By: Xxxxxxx Xxxxxxxx, President
Xxxxxxxx Holdings, LLC,
Co-interim Manager
Signature: /s/ Xxxxxxx X. Burke_____
By: Xxxxxxx X. Xxxxx, Manager
PCG Midstream, LLC,
Co-interim Manager
Signature: /s/ Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx, Manager