AMENDMENT TO SERVICES
AGREEMENT
THIS AMENDMENT TO
SERVICES AGREEMENT (the “Amendment” ) is made
and entered into as of November 24, 2008, by and between Panda
Energy Management, LP ( “PEM” ), a Delaware
limited partnership, and Panda Ethanol, Inc. (
“PEI” or the “Company” ), a
Nevada corporation. PEM and the Company are hereinafter sometimes
referred to individually as a “Party” and
jointly as the “Parties.”
WHEREAS, the
Parties have previously entered into the Services Agreement,
effective as of September 1, 2007 (the “Services
Agreement” ), for the performance of certain
administrative services to PEI and its subsidiaries; and
WHEREAS, the
Parties desire to amend and modify the Services Agreement to
provide, among other things, for the payment of PEM Services (as
defined in the Service Agreement) in the form of cash, as described
below;
NOW, THEREFORE, in
consideration of the mutual promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto agree as
follows:
1. Terms of
Payment for PEM Services . Section 4 of the Services
Agreement is hereby amended and restated in its entirety as
follows:
(a) Within thirty
days from the end of each calendar month, PEM will submit an
invoice to the Company for all expenses to be reimbursed to PEM in
cash, as specified in Exhibit 1. Such expenses shall be
immediately due and payable and if not paid within thirty
(30) days shall bear interest at the rate of 12% per
annum;
(b) With respect
to PEM Services performed under the Services Agreement during the
period of October 1, 2008 through October 15, 2008, upon
receipt and verification of an invoice for such PEM Services, the
Company agrees promptly to instruct its stock transfer agent to
issue a certificate to PEM for the number of shares of the
Company’s common stock equal to the aggregate value of PEM
Services provided divided by the volume weighted average closing
price for the last 10 trading days of October and to direct the
certificate therefore to be delivered to PEM as soon as reasonably
practical.
(c) Within thirty
days from the end of each calendar month, PEM shall submit in
writing an invoice or invoices covering its charges to the Company
for PEM Services provided pursuant to this Agreement and rendered
to the Company hereunder during such calendar month (except with
respect to the month ended October 31, 2008, such p
