SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, as Grantor RENEGY, LLC, an Arizona limited liability company, as Grantor RENEGY TRUCKING, LLC, an Arizona limited liability company, as Grantor and COBANK, ACB, as Collateral AgentSecurity Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
AMONGCredit Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
among RENEGY HOLDINGS, INC., a Delaware corporation, as Pledgor RENEGY, LLC, an Arizona limited liability company, as Borrower RENEGY TRUCKING, LLC, an Arizona limited liability company, as Borrower SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona...Pledge Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
Exhibit 10.29 RENEGY TERM NOTETerm Note • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an Arizona limited liability company (collectively, "Borrowers"), unconditionally jointly and severally promise to pay to Cobank, ACB ("Lender"), at the office of CoBank, ACB, acting as administrative agent under the Credit Agreement described below, located at 5500 S. Quebec Street, Greenwood Village, CO 80111, in lawful money of the United States of America and in immediately available funds, the principal amount of ONE MILLION FOUR HUNDRED NINETY-TWO THOUSAND ONE HUNDRED TWENTY-THREE DOLLARS ($1,492,123), or if less, the aggregate unpaid and outstanding principal amount of the Renegy Term Loans advanced by Lender to Borrowers pursuant to that certain Credit Agreement, dated as of September 1, 2006 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and am
EXHIBIT 10.42 LEASE AGREEMENTLease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
Exhibit 10.30 REVOLVING NOTERevolving Note • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an Arizona limited liability company (collectively, "Borrowers"). unconditionally jointly and severally promise to pay to Cobank, ACB ("Lender"), at the office of CoBank, ACB, acting as administrative agent under the Credit Agreement described below, located at 5500 Quebec Street, Greenwood Village, CO 80111, in lawful money of the United States of America and in immediately available funds, the principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000), or if less, the aggregate unpaid and outstanding principal amount of the Revolving Loans advanced by Lender to Borrowers pursuant to that certain Credit Agreement, dated as of September 1, 2006 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Borrowers, CoBank, ACB, as letter of credit issuer,
Exhibit 10.26 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of August 30, 2007, amends the Credit Agreement, dated as of September 1, 2006, among SNOWFLAKE WHITE MOUNTAIN POWER, LLC...Credit Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
Exhibit 10.41 REMARKETING AGREEMENT THIS REMARKETING AGREEMENT (the "Agreement") dated as of September 1, 2006 is made by and between Snowflake White Mountain Power, LLC (the "Company"), an Arizona limited liability company and a wholly-owned indirect...Remarketing Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
RECITALSLease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
RECITALSConsent and Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
39,250,000 The Industrial Development Authority of the City of Show Low, Arizona Solid Waste Disposal Revenue Bonds (Snowflake White Mountain Power, LLC Project) Series 2006 Exhibit 10.40 BOND PURCHASE AGREEMENTBond Purchase Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
Exhibit 10.25 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June 27, 2007, amends the Credit Agreement (as further amended from time to time, the "Credit Agreement"), dated as of September...Credit Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 200___by and between Catalytica Energy Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Exhibit 10.27 THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT This THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this "Agreement") is entered into as of October 1, 2007 in connection with (i) that certain Credit Agreement, dated as of September 1,...Credit Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
Exhibit 10.18 PERSONAL GUARANTY AGREEMENT This Guaranty Agreement (the "Guaranty") is made by Robert M. Worsley and Christi M. Worsley, husband and wife (collectively "Guarantor"), jointly and severally, in favor of Salt River Project Agricultural...Personal Guaranty Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
Description of Merger Transaction. On May 8, 2007, Catalytica Energy Systems, Inc. (“Catalytica”) entered into a definitive contribution and merger agreement (the “Merger Agreement”) to combine its business with Snowflake White Mountain Power, LLC,...Merger Agreement • December 11th, 2007 • Renegy Holdings, Inc. • Engines & turbines
On May 8, 2007, Catalytica and the Snowflake entities entered into a definitive contribution and merger agreement for a transaction to be accounted for as a purchase under accounting principles generally accepted in the United States. Pursuant to the terms of such agreement, Catalytica and the Snowflake entities became wholly-owned subsidiaries of Renegy as of October 1, 2007. For accounting purposes, the business combination is considered a reverse acquisition, under which the Snowflake entities are considered to be acquiring Catalytica. Accordingly, the purchase price is allocated among the fair values of the assets acquired and liabilities assumed of Catalytica, while the historical results of the Snowflake entities will be reflected in the results of the combined company.
40,161,891 New York, New York Note No. 1 September 8, 2006 For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an...Loan Note • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an Arizona limited liability company (collectively, "Borrowers"), unconditionally jointly and severally promise to pay to COBANK, ACB ("Lender"), at the office of CoBank, ACB, acting as the administrative agent under the Credit Agreement described below, located at 5500 S. Quebec Street, Greenwood Village, CO 80111, in lawful money of the United States of America and in immediately available funds, the principal amount of FORTY MILLION ONE HUNDRED SIXTY-ONE THOUSAND EIGHT HUNDRED NINETY-ONE DOLLARS ($40,161,891), or if less, the aggregate unpaid and outstanding principal amount of the LC Loans advanced by Lender to Borrowers pursuant to that certain Credit Agreement, dated as of September 1, 2006 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among
BETWEENBond Pledge Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2008 • Renegy Holdings, Inc. • Engines & turbines • Arizona
AGREEMENT, dated this 14th day of August, 2008 (the “Effective Date”), between Renegy Holdings, Inc., a Delaware corporation (the “Company”) with offices at 301 W. Warner Road, Suite 132, Tempe, Arizona 85284, and Hugh Smith (the “Executive”),
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 1, 2007, is entered into by and between Renegy Holdings, Inc., a Delaware corporation (the “Company”), and the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Shareholder”).
LEASE EXTENSION AGREEMENTLease Extension Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
This LEASE EXTENSION AGREEMENT (the “First Extension”) is made this 18th day of June, 2007 and is made a part of that certain Lease dated August 28, 2006, between WARNER COURTYARDS, LLC., an Arizona Limited Liability Company, METZGER WARNER COURTYARDS, LLC., a Delaware Limited Liability Company, PARK 3020, LLC., an Arizona Limited Liability Company, and PARK 3030, LLC., an Arizona Limited Liability Company, (“Landlord”) and CATALYTICA ENERGY SYSTEMS, INC., a Delaware Corporation (“Tenant”) regarding Suite 132 at the Warner Courtyards project, 301 W. Warner Road, Tempe, Arizona.
CATALYTICA ENERGY SYSTEMS, INC. CONSULTING AGREEMENTConsulting Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
This Consulting Agreement (“Agreement”) is entered into effective as of January 1, 2007 by and between Catalytica Energy Systems, Inc. (together with its direct and indirect subsidiaries, including but not limited to SCR-Tech LLC (“SCR-Tech”) and CESI-SCR, Inc., the “Company”) and Richard A. Abdoo (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company with respect to SCR-Tech, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
CATALYTICA ENERGY SYSTEMS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
This Amended and Restated Employment Agreement (the “Agreement”) by and between Robert Zack (the “Employee”) and Catalytica Energy Systems, Inc. (the “Company”), is amended and restated effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
CATALYTICA ENERGY SYSTEMS, INC.Employment Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines
This letter is intended to amend certain tax provisions and to clarify and confirm our mutual understanding concerning certain aspects of your Amended and Restated Employment Agreement (the “Employment Agreement”) entered into by and between you and Catalytica Energy Systems, Inc. (the “Company”) dated March 23, 2007.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into effective the 29th day of December, 2006 (“Effective Date”) by and between Clariant Corporation (“Landlord”), with an address of 4000 Monroe Road, Charlotte, NC 28205, Attention: General Counsel, and SCR-Tech, LLC (“Tenant”), with an address of 11701 Mt. Holly Road, Charlotte, NC 28214, Attention: Office Administrator. This Amendment modifies and amends the Lease Agreement dated December 16, 2002 between Landlord and Tenant, as amended in the First Amendment to Lease Agreement effective January 1, 2004 (collectively, the “Lease”).
12,001,890 New York, New York Note No. 1 September 8,2006 For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an...Construction Note • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an Arizona limited liability company (collectively, "Borrowers"). unconditionally jointly and severally promise to pay to Cobank, ACB ("Lender"), at the office of CoBank, ACB, acting as Administrative Agent under the Credit Agreement described below, located at 5500 S. Quebec Street, Greenwood Village, CO 80111, in lawful money of the United States of America and in immediately available funds, the principal amount of TWELVE MILLION ONE THOUSAND EIGHT HUNDRED NINETY DOLLARS ($12,001,890), or if less, the aggregate unpaid and outstanding principal amount of the Construction Loans advanced by Lender to Borrowers pursuant to that certain Credit Agreement, dated as of September 1, 2006 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Borrowers, Coba
ASSET PURCHASE AGREEMENT by and between Catalytica Energy Systems, Inc. as Seller and Eaton Corporation as Buyer Dated as of October 25, 2006Asset Purchase Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of October 25, 2006, is made by and among CATALYTICA ENERGY SYSTEMS, INC., a Delaware corporation (“Seller”), and EATON CORPORATION, an Ohio corporation (“Buyer”). Capitalized terms are used in this Agreement with the meanings assigned those terms in Appendix A hereto.
OFFICE LEASE AGREEMENT CATALYTICA ENERGY SYSTEMS, INC. WARNER COURTYARDS 301 WEST WARNER RD. Suite # 134Office Lease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
THIS OFFICE LEASE AGREEMENT, dated October 15, 2007 is made and entered into by WARNER COURTYARDS. LLC, an Arizona Limited Liability Company, PARK 3020, LLC, an Arizona Limited Liability Company, PARK 3030, LLC, an Arizona Limited Liability Company, and METZGER WARNER COURTYARDS, LLC, a Delaware Limited Liability Company, (Collectively the “Landlord”) and CATALYTCA ENERGY SYSTEMS, INC.. a Delaware Corporation (the “Tenant”). In consideration of the mutual promises and representations set forth in this Lease. Landlord and Tenant agree as follows:
ANDLoan Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
BLOCKED ACCOUNT CONTROL AGREEMENTBlocked Account Control Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • Minnesota
This Blocked Account Control Agreement, dated January 1, 2009, is by and among Renegy Holdings, Inc. , a Delaware corporation (“Company”), AZ Biomass LLC, a Delaware limited liability company (“Secured Party”), and U.S. Bank National Association (“Depository Bank”), with respect to Company’s deposit account(s) number 103690226750 (such account(s), together with all substitutions and replacements therefor, the “Deposit Account”) located at Depository Bank and subject to the terms of the Deposit Agreements (defined below). Pursuant to certain agreements between Company and Secured Party, Company has granted to Secured Party a security interest in all rights of the Company with respect to the Deposit Account.
RENEGY LETTERHEAD]Employment Agreement • December 24th, 2008 • Renegy Holdings, Inc. • Engines & turbines
This letter agreement is intended to amend certain provisions and to clarify and confirm our mutual understanding concerning certain aspects of your Employment Agreement dated August 14, 2008, as amended on October 1, 2008 (your “Employment Agreement”), between you and Renegy Holdings, Inc. (the “Company”). All capitalized terms not defined herein shall have the meaning ascribed thereto in your Employment Agreement.
THIRD MODIFICATION TO CREDIT AGREEMENT WITH MODIFICATIONS TO THE NON REVOLVING LINE OF CREDIT PROMISSORY NOTE (Renegy Holdings, Inc., Credit Agreement dated March 28, 2008)Credit Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • Arizona
THIS THIRD MODIFICATION AGREEMENT (this “Agreement”) is entered into as of December 31, 2008 by and between COMERICA BANK, a Texas banking corporation (“Lender”), and RENEGY HOLDINGS, INC., a Delaware corporation (the “Borrower”). Robert Merrill Worsley (“RMW”), Christi Marie Worsley (“CMW”), The Robert Merrill Worsley and Christi Marie Worsley Family Revocable Trust, dated July 28, 1998 (“Trust”), NZ Legacy, LLC, an Arizona limited liability company (“NZ Legacy”), and New Mexico & Arizona Land Company, LLC, an Arizona limited liability company (“NMAL”) (RMW, CMW, Trust, NZ Legacy and NMAL are also referred to individually and collectively as the “Guarantor” and together with Borrower the “Credit Parties”) are joining in the execution and delivery of this Agreement to evidence its acknowledgment of, consent to, and agreement with, the terms and conditions of this Agreement and the representations, warranties and obligations of Guarantor under this Agreement.
ASSUMPTION AGREEMENTAssumption Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of October 1, 2007, is entered into by and among Renegy Holdings, Inc., a Delaware Corporation (“Holdings”), Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), Snowflake Acquisition Corporation, a Delaware corporation (“Merger Sub”), Renegy, LLC, an Arizona limited liability company (“Renegy”), Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), Robert M. Worsley (“R. Worsley”), Christi M. Worsley (“C. Worsley”) and the Robert M. Worsley and Christi M. Worsley Revocable Trust (collectively with R. Worsley and C. Worsley, “Worsley”).
RENEGY LETTERHEAD]Employment Agreement • January 23rd, 2009 • Renegy Holdings, Inc. • Engines & turbines
This letter agreement is intended to amend certain provisions and to clarify and confirm our mutual understanding concerning certain aspects of your Employment Agreement, dated May 8, 2007, between you and the Company, as amended by the certain Letter Agreement, dated October 1, 2008, between you and the Company (your “Employment Agreement”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 3rd, 2008 • Renegy Holdings, Inc. • Engines & turbines • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of June 30, 2008, in connection with that certain Credit Agreement, dated as of September 1, 2006, among SNOWFLAKE WHITE MOUNTAIN POWER, LLC (“SWMP”), RENEGY, LLC (“Renegy”), RENEGY TRUCKING, LLC (together with Renegy and SEMP, the “Borrowers”), the financial institutions from time to time party thereto (collectively, the “Lenders”) and COBANK, ACB, as administrative agent for the Lenders, as letter of credit issuer, collateral agent and as a Lender, as amended (as further amended from time to time, the “Credit Agreement”). Capitalized terms used herein but not defined shall have the meaning given to them in the Credit Agreement and section references refer to sections of the Credit Agreement unless otherwise stated.
