AMENDMENT NO. 1 TO RAIL TRANSPORTATION SERVICES AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO RAIL TRANSPORTATION SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO RAIL TRANSPORTATION SERVICES AGREEMENT (this “Agreement”), is entered into and effective as of the 1st day of September, 2015 (the “Effective Date”), by and between Green Plains Logistics LLC (the “Operator”) and Green Plains Trade Group LLC (the “Customer”). Customer and Operator are sometimes referred to in this Agreement as the “Parties” and individually as a “Party.”
WHEREAS, Operator wishes to amend the Rail Transportation Services Agreement effective July 1, 2015 between the Parties (the “Agreement”) on the terms and conditions set forth herein, and may further amend the Agreement and desires to do so each time with the addition of an additional Exhibit D. Terms used herein not defined herein shall have the meaning set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual premises of the parties and covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Section 1.e. of the Agreement is hereby replaced in its entirety with the following:
e. Minimum Capacity Commitment: During each month of the Term, Operator will provide to Customer the minimum railcar volumetric capacity for such month, measured in gallons, described in each Exhibit D (each, the “Minimum Capacity Commitment”). Customer shall have the right to deliver the applicable Minimum Capacity Commitment at Loading Points each calendar day during the Term subject to all other terms and conditions in this Agreement. In the event Customer has additional Customer Product available to ship during a month, Customer will notify Operator of the availability of such Customer Product. Operator will use its best efforts to accommodate such additional Customer Product over and above the applicable Minimum Capacity Commitment, and Customer and Operator will negotiate in good faith the terms of providing Rail Services with respect to such additional Customer Product.
2.Section 1.f. of the Agreement is hereby replaced in its entirety with the following:
f. Reports: Within 10 days after the end of each month, during the Term, Operator shall notify Customer of any decreases in the railcar volumetric capacity that Operator can make available to Customer as a result of the expiration of existing Railcar leases. Upon delivery of such notice, the applicable Minimum Capacity Commitment per Exhibit shall be reduced as reflected on each Exhibit D (with respect to each Exhibit, the “Adjusted Minimum Capacity Commitment”).
3.Section 3.a.i. of the Agreement is hereby replaced in its entirety with the following:
a.Rail Transportation Services:
i. Each month, Customer shall pay to Operator a fee for Rail Services with respect to railcar volumetric capacity provided by Operator in an amount equal to: (i) the Adjusted Minimum Capacity Commitment per Exhibit D, stated in gallons, multiplied by (ii) the amount set forth in each Exhibit D, divided by (iii) 365, multiplied by (iv) the number of days in the month (collectively the “Rail Transportation Services Fee”).
4. Section 16 of the Agreement is hereby replaced in its entirety with the following:
16. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against either party unless such modification, amendment or waiver is approved in writing and countersigned by each party hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The addition of any person as a party to this Agreement shall not constitute a modification or amendment to any provision of this Agreement. The parties may amend the Agreement with just the addition of an additional Exhibit D, signed by the Parties, when Operator has added cars that Customer has agreed to utilize pursuant to the terms hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
OPERATOR: GREEN PLAINS LOGISTICS LLC
Signature: /s/ Xxxxxxxx Xxxxx
Print Name: Xxxxxxxx Xxxxx
Title: Executive Vice President – General Counsel & Corporate Secretary
CUSTOMER: GREEN PLAINS TRADE GROUP LLC
Signature: /s/ Xxxxxxxx Xxxxx
Print Name: Xxxxxxxx Xxxxx
Title: Executive Vice President – General Counsel & Corporate Secretary
EXHIBIT D
Effective July 1, 2015
MINIMUM CAPACITY COMMITMENT
|
Period |
Minimum Capacity Commitment (millions of gallons) |
|
July 2015 |
66.30 |
|
August 2015 |
66.30 |
|
September 2015 |
63.99 |
|
October 2015 |
63.99 |
|
November 2015 |
63.99 |
|
December 2015 |
63.99 |
|
January 2016 |
63.24 |
|
February 2016 |
63.24 |
|
March 2016 |
63.24 |
|
April 2016 |
63.24 |
|
May 2016 |
62.97 |
|
June 2016 |
61.20 |
|
July 2016 |
61.20 |
|
August 2016 |
61.20 |
|
September 2016 |
58.20 |
|
October 2016 |
57.09 |
|
November 2016 |
36.78 |
|
December 2016 |
36.48 |
|
January 2017 |
36.48 |
|
February 2017 |
36.48 |
|
March 2017 |
35.43 |
|
April 2017 |
35.43 |
|
May 2017 |
35.43 |
|
June 2017 |
35.43 |
|
July 2017 |
35.43 |
|
August 2017 |
35.43 |
|
September 2017 |
33.12 |
|
October 2017 |
33.12 |
|
November 2017 |
33.12 |
|
December 2017 |
33.12 |
|
January 2018 |
33.12 |
|
February 2018 |
33.12 |
|
March 2018 |
28.62 |
|
April 2018 |
28.05 |
|
May 2018 |
26.25 |
|
June 2018 |
26.25 |
|
July 2018 |
26.25 |
|
August 2018 |
26.25 |
|
September 2018 |
26.25 |
|
October 2018 |
26.25 |
|
November 2018 |
26.25 |
|
December 2018 |
26.25 |
|
January 2019 |
26.25 |
|
February 2019 |
26.25 |
|
March 2019 |
24.75 |
|
|
April 2019 |
24.75 |
|
|
May 2019 |
24.75 |
|
|
June 2019 |
22.35 |
|
|
July 2019 |
16.65 |
|
|
August 2019 |
16.65 |
|
|
September 2019 |
16.65 |
|
|
October 2019 |
16.65 |
|
|
November 2019 |
16.65 |
|
|
December 2019 |
16.65 |
|
|
January 2020 |
16.65 |
|
|
February 2020 |
16.65 |
|
|
March 2020 |
16.65 |
|
|
April 2020 |
16.65 |
|
|
May 2020 |
16.65 |
|
|
June 2020 |
16.65 |
|
|
July 2020 |
16.65 |
|
|
August 2020 |
16.65 |
|
|
September 2020 |
16.65 |
|
|
October 2020 |
16.65 |
|
|
November 2020 |
15.66 |
|
|
December 2020 |
8.16 |
|
|
January 2021 |
5.22 |
|
|
February 2021 |
5.22 |
|
|
March 2021 |
5.22 |
|
|
April 2021 |
5.22 |
|
|
May 2021 |
5.22 |
|
|
June 2021 |
0.72 |
|
|
July 2021 |
0.72 |
|
|
August 2021 |
0.72 |
|
|
September 2021 |
0.72 |
|
|
October 2021 |
0.72 |
|
|
November 2021 |
0.72 |
|
|
December 2021 |
0.72 |
|
|
January 2022 |
0.72 |
|
|
February 2022 |
0.72 |
|
|
March 2022 |
0.72 |
|
|
April 2022 |
0.72 |
|
|
May 2022 |
0.72 |
|
|
June 2022 |
0.72 |
|
|
July 2022 |
0.72 |
|
|
August 2022 |
0.72 |
|
|
September 2022 |
0.72 |
|
|
October 2022 |
0.72 |
|
|
November 2022 |
0.72 |
|
|
December 2022 |
0.72 |
|
|
January 2023 |
0.72 |
|
|
February 2023 |
0.72 |
|
|
March 2023 |
0.72 |
|
|
April 2023 |
0.72 |
|
|
May 2023 |
0.72 |
|
|
June 2023 |
0.72 |
|
|
July 2023 |
0.72 |
|
|
August 2023 |
0.72 |
|
September 2023 |
0.72 |
|
October 2023 |
0.72 |
|
November 2023 |
0.72 |
|
December 2023 |
0.72 |
|
January 2024 |
0.72 |
|
February 2024 |
0.72 |
|
March 2024 |
0.72 |
|
April 2024 |
0.72 |
|
May 2024 |
0.72 |
|
June 2024 |
0.72 |
|
July 2024 |
0.72 |
|
August 2024 |
0.72 |
|
September 2024 |
0.72 |
|
October 2024 |
0.72 |
|
November 2024 |
0.72 |
|
December 2024 |
0.72 |
|
January 2025 |
0.72 |
|
February 2025 |
0.72 |
|
March 2025 |
0.72 |
|
April 2025 |
- |
Rail Transportation Services Fee Rate: $0.432658
EXHIBIT D
Effective September 1, 2015
MINIMUM CAPACITY COMMITMENT
|
Period |
Minimum Capacity Commitment (millions of gallons) |
|
September 2015 |
2.31 |
|
October 2015 |
2.31 |
|
November 2015 |
2.31 |
|
December 2015 |
2.31 |
|
January 2016 |
2.31 |
|
February 2016 |
2.31 |
|
March 2016 |
2.31 |
|
April 2016 |
2.31 |
|
May 2016 |
2.31 |
|
June 2016 |
2.31 |
|
July 2016 |
2.31 |
|
August 2016 |
2.31 |
|
September 2016 |
0 |
|
|
|
Rail Transportation Services Fee Rate: $0.33839
Agreed to by:
OPERATOR: GREEN PLAINS LOGISTICS LLC
Signature: /s/ Xxxxxxxx Xxxxx
Print Name: Xxxxxxxx Xxxxx
Title: Executive Vice President – General Counsel & Corporate Secretary
CUSTOMER: GREEN PLAINS TRADE GROUP LLC
Signature: /s/ Xxxxxxxx Xxxxx
Print Name: Xxxxxxxx Xxxxx
Title: Executive Vice President – General Counsel & Corporate Secretary
