SECTION 5     Amendment to Section 3.3(b)(iv). Section 3.3(b)(iv) of the Agreement is hereby amended by deleting therefrom the words “ to market hydrocarbons produced in North Dakota and purchased by the Company for transloading through the Transloading Facility, and marketing such hydrocarbons to refiners and other end-users”.

                    SECTION 6     New Section 3.3(b)(v). Section 3.3(b) of the Agreement is hereby amended by inserting the following at the end thereof as a new subclause (v):

                    “The Members hereby acknowledge and agree that PTS shall have sole discretion in operating the Transloading Facility, and that such discretion shall include control of the Transloading Facility, management of the accounting and bookkeeping functions in connection with the operation of the Transloading Facility and the establishment of cash flows, revenues and margins to be derived from Transloading Facility. PTS shall be obligated to use commercially reasonable efforts, in the exercise of its reasonable judgment, to maximize the profitability of the Company over the Term, it being understood that (x) such commercially reasonable efforts shall not require PTS to take any actions prohibited by this Agreement or to make any contributions or advances to the Company not required by this Agreement and (y) PTS shall not be in violation of its obligations hereunder in the exercise of its judgment in connection with any individual transaction, except as herein provided.”

                    SECTION 7     Amendment to Section 4.4. Section 4.4 of the Agreement is hereby amended by (a) deleting therefrom the words “Treasury Regulations § 1.704-1(b)(2)(f)” and inserting in lieu thereof the words “Treasury Regulations § 1.704-1(b)(iv)(2)(f)” and (b) deleting therefrom the words “Section 4.5” and inserting in lieu thereof the words “Section 4.4”.

                    SECTION 8     Amendment to Section 7.6(a). Section 7.6(a) of the Agreement is hereby amended by deleting such Section 7.6(a) in its entirety and inserting in lieu thereof the following:

                     “(a)        Business Divisions. The Company shall conduct one category of business activities: The operation of the Transloading Facility for transloading petroleum and similar products from transport trucks to rail cars, either for its own account or for third parties.”

                    SECTION 9     Amendment to Section 7.10. Section 7.10 of the Agreement is hereby amended by deleting such Section 7.10 in its entirety and inserting in lieu thereof the following:

                    “7.10)      Other Ventures. Any Member may engage in or possess any interest in any other ventures or businesses of any nature or description, independently or with others, without limitation, including ventures or businesses which may engage in business transactions with the Company provided such transactions with the Company are commercially reasonable. Neither the Company nor any other Member shall have a right by virtue of this Company to participate in any way in any such other venture or the income or profits derived therefrom. Notwithstanding the foregoing, each Member agrees that it will not (and it will not permit its Affiliates to), during the period it is a Member of the Company, and for one year thereafter, directly or indirectly, participate as owner, investor, manager or consultant in any hydrocarbon transloading facility anywhere in North Dakota, except through the Company.”

                    SECTION 10    Amendment to Section 9.1. Section 9.1 of the Agreement is hereby amended by deleting therefrom the first sentence thereof and inserting in lieu thereof the following:

2