AMENDMENT TO COMMODITY TRADING ADVISOR AGREEMENT

Exhibit 10.3

AMENDMENT 

TO 

COMMODITY TRADING ADVISOR AGREEMENT 

This Amendment to Commodity Trading Advisor Agreement (this “Amendment”) is made as of the 1^st day of April, 2015 between FutureFuel Chemical Company (“Client”) and Apex Oil Company, Inc. (“Adviser”).

RECITALS

AGREEMENT

In consideration of the foregoing, the mutual covenants herein contained and other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties by their execution hereof), the parties agree as follows.

28.     Biodiesel.

28.1.      Purchase of Biodiesel. Solely as an accommodation to Client, Adviser agrees to purchase from Client biodiesel and sell such biodiesel to such of Client’s customers who do not wish to purchase biodiesel from Client as a result of the operating reporting requirements imposed under the federal Renewable Fuel Standards regulations which became effective September 1, 2007. Client will advise Adviser of such customers and the biodiesel orders of such customers. Client will sell such biodiesel to Adviser at Client’s facility in Batesville, Arkansas and Adviser will sell such biodiesel to such customers at Client’s facility in Batesville, Arkansas. The purchase price for such biodiesel to Adviser will be the same as Client would otherwise charge to such customers and Adviser will sell such biodiesel to such customers for the same purchase price that it pays to Client.

28.2.     Compensation.      As compensation for such accommodation as set forth in Section 28.1, Client agrees to pay Adviser’s incremental costs in providing such services, but not to exceed $1,000 per month. In addition, Adviser may retain all RINs associated with such sales.

28.3.     Indemnification. Client hereby unconditionally, irrevocably and absolutely agrees to protect, defend, indemnify and hold harmless Adviser and Adviser’s past, present, and future officers, directors, shareholders, employees, agents, attorneys, representatives and affiliates, and each of the foregoing’s heirs, personal representatives, successors and assigns (collectively the “Indemnitees” and individually an “Indemnitee”), from any and all manner of actions, suits, debts, sums of money, interest owed, accounts, controversies, agreements, guaranties, promises, undertakings, charges, damages, judgments, executions, obligations and reasonably incurred costs, expenses and fees (including reasonable attorneys’ fees and court costs), counterclaims, claims, demands, causes of action, liabilities, losses and amounts paid in settlement incurred, paid or sustained by any of the Indemnitees, in each case in connection with arising out of, based upon, relating to or otherwise involving: (i) Adviser’s providing services to Client pursuant to Section 28.1; (ii) any claim that any customer that Adviser sells to under Section 28.1 has with respect to the biodiesel sold to such customer; and (iii) non-payment by any customer for the purchase price of biodiesel sold by Adviser to such customer pursuant to Section 28.1. If any such action, suit or proceeding is commenced against, or any such claim, demand or amount is assessed against, any of the Indemnitees in respect of which any of the Indemnitees proposes to demand indemnification hereunder, Indemnitor is to be notified to that effect with reasonable promptness. The Indemnitee is to control the defense of any such action, and may employ counsel in defense thereof, all at Indemnitor’s expense, unless and until Indemnitor satisfies or otherwise settles such action and obtains a release of the Indemnitee from the third party bringing such action, in a form acceptable to the Indemnitee and his counsel. Notwithstanding the above, no Indemnitee is entitled to indemnification hereunder as a result of any Indemnitee’s negligence or willful misconduct. All obligations of Indemnitor under this Section 28.3 are payable on demand. Any amounts due and payable hereunder to any Indemnitee by Indemnitor which are not paid within ten days after written demand hereunder from any Indemnitee with an explanation of the amounts demanded, bear interest from the date of such demand at a rate per annum equal to the prime rate (as published in The Wall Street Journal from time to time) plus three percent.

28.4 Termination. Either party can terminate this Section 28 upon ten days’ prior written notice to the other party. Such termination will not affect the other provisions of this Agreement.