Exhibit 10.4
FIRST AMENDMENT
TO
TRANSITION SERVICES
AGREEMENT
This First Amendment to Transition
Services Agreement (this “ Amendment ”)
is made effective as of October 7, 2006, between Panda Energy
Management, LP (“ PEM ”), a Delaware
limited partnership, and Panda Ethanol Management, LLC (the “
Company ”), a Delaware limited liability
company. PEM and the Company are hereinafter sometimes referred to
individually as a “ Party ” and jointly
as the “ Parties .”
R E C I T A L S
The Company and PEM entered into
that certain Transition Services Agreement dated as of June 7,
2006 (the “ Agreement ”) and the parties
thereto now desire to amend the Agreement to revise
Schedule 1 thereto as set forth herein.
Capitalized terms used but not
otherwise defined herein have the meanings given to such terms in
the Agreement.
A G R E E M E N T
In consideration of the promises,
covenants, and conditions set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1. Amendment to Section 1 of
the Agreement . The last paragraph of Section 1 of
the Agreement is hereby amended and restated in its entirety to
read as follows:
“Unless otherwise specifically
provided on Schedule 1 hereof, PEM may provide or coordinate
provision of each PEM Service for the period or term specified on
each applicable Schedule 1 hereto; provided ,
however , that notwithstanding the term as specified on the
applicable Schedule 1 , the Company and PEM may mutually
agree in writing to extend the term applicable to the PEM Services,
and provided , further , that the Company may, at its
option, upon no less than thirty (30) days prior written
notice to PEM (or such other period as the Parties may mutually
agree in writing), terminate all or any specific category of such
PEM Services prior to the expiration of the term specified in the
applicable Schedule 1 .”
2. Amendment of Schedule 1.1
. The “Term” Section of Schedule 1.1 is hereby
amended and restated in its entirety to read as follows:
“T
ERM : The
Tax Administration Services shall be provided for an initial term
commencing on the date of this Agreement and terminating on
March 30, 2007. The initial term shall be subject to
extension, upon written notice from the Company to
PEM.”
3. Amendment of Schedule 1.2
. The “Term” Section of Schedule 1.2 is hereby
amended and restated in its entirety to read as follows:
“T
ERM : The
Human Resources Administration/Government Reporting Services shall
be provided for an initial term commencing on the date of this
Agreement and terminating on March 30, 2007. The initial term
shall be subject to extension, upon written notice from the Company
to PEM.”
4. Amendment of Schedule 1.3 . The
“Term” Section of Schedule 1.3 is
