LICENSE AGREEMENT THE E-GAS™ TECHNOLOGYLicense Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined • Ohio
This License Agreement (this “Agreement”), dated this 18th day of April 2003 (the “Effective Date”), is entered into by and between Gasification Engineering Corp., an Ohio corporation (“GEC”), and Lima Energy Company, an Ohio corporation (“Licensee”).
CONFIDENTIAL ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT by and between Lima Energy Company As Owner and GASIFICATION ENGINEERING CORPORATION (“GEC”) as General Contractor Dated as of April 18, 2006Engineering, Procurement and Construction Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
THIS ENGINEERING, PROCUREMENT and CONSTRUCTION AGREEMENT, dated as of April 18, 2006 (the “Effective Date”), between Lima Energy Company, an Ohio corporation organized and existing under the laws of Ohio (“Owner”), and Gasification Engineering Corporation (“GEC”), an Ohio corporation organized and existing under the laws of Ohio (“General Contractor”).
AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENT between The Procter & Gamble Paper Products Company as Purchaser, and Lima Energy Company, as Seller dated as of August 13, 2007Synthetic Natural Gas Purchase and Sale Agreement • September 6th, 2007 • Global Energy, Inc. • Electric & other services combined • New York
This AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of August 13, 2007, is entered into between Lima Energy Company, an Ohio corporation (“Seller”), and The Procter & Gamble Paper Products Company, an Ohio corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
This Stockholders Agreement (this “Agreement”) is dated as of May 12, 2006 (the “Effective Date”), among Global Energy, Inc., an Ohio corporation (the “Company”) and the stockholders of the Company listed on Schedule I, as the same may be amended from time to time (individually, a “Stockholder” and, collectively, the “Stockholders”). The Company and the Stockholders will be referred to herein individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined • Ohio
This Agreement (this “Agreement”) is effective as of June 18, 2007 by and between Global Energy, Inc., an Ohio corporation (the “Company”), and ___________________ (the “Indemnitee”).
Exhibit J Lima License Letter RevisionLicense Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
This refers to the License Agreement The E-Gas™ Technology (Agreement) dated April 18, 2003, under which Gasification Engineering Corp. and Lima Energy Company have agreed to certain terms and licensing conditions.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
This STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is made as of February 23, 2007 by and among STONE & WEBSTER LTD., a United Kingdom limited liability company having a principal office address at Witan Gate House, 500-600 Witan Gate West, Milton Keynes England (“S&W”) and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2300, Cincinnati, Ohio 45202 (“GE Inc.”). S&W and Global each may be referred to from time to time herein as a “Party” and collectively as the “Parties”.
ASSET PURCHASE AND SALE AGREEMENT BETWEEN Global Energy, Inc., Wabash River Energy Ltd., And Gasification Engineering Corporation AS SELLER AND ConocoPhillips Company AS BUYER DATED AS OF JULY 30, 2003Asset Purchase and Sale Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined • New York
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 30th day of July, 2003, by and between Global Energy, Inc. (“Global Energy”), an Ohio corporation, Gasification Engineering Corporation (“GEC”), a wholly-owned Global Energy, Inc. affiliate, an Ohio corporation and Wabash River Energy Ltd. (“WREL”), a wholly-owned Global Energy, Inc. affiliate, an Indiana corporation (Global Energy, GEC, and WREL are collectively and individually referred to as “Seller”), and ConocoPhillips Company, a Delaware corporation (“Buyer”). These entities are sometimes individually referred to as “Party” and are sometimes collectively referred to as “Parties.”
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
This STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is made as of December 21, 2006 by and among OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401 (“Oxbow”) and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (“Global Energy”). Oxbow and Global each may be referred to from time to time herein as a “Party” and collectively as the “Parties”.
Fuel Reserve AgreementFuel Reserve Agreement • September 6th, 2007 • Global Energy, Inc. • Electric & other services combined
This Agreement by and between Global Energy, Inc, a corporation licensed to do business in Ohio with a principal mailing address of 312 Walnut Street, Cincinnati, Ohio 45202 and hereinafter “Global” and Midwest Minerals, Inc., a corporation licensed to do business in the State of Indiana and with a principal mailing address of 19 South Sixth Street, Suite 805, Terre Haute, Indiana 47807 and hereinafter “Midwest” is accepted by the parties this 20th day of January, 2004.
Contract to Install Material Handling Equipment Between Lima Energy Company (As Owner) And Roberts & Schaefer Company (As Contractor) September 16, 2004Material Handling Equipment Engineering – Procurement – Installation Contract • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
THIS Agreement, made and entered into this 16th day of September, 2004, by and between ROBERTS & SCHAEFER COMPANY, with principal offices in Chicago, IL, herein called (“Contractor”), and LIMA ENERGY COMPANY, with principal offices in Cincinatti, OH, herein called (“Company”), separately or together may be called (Party or Parties).
FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT BETWEEN Global Energy, Inc., Wabash River Energy Ltd., and Gasification Engineering Corporation AS SELLER and ConocoPhillips Company AS BUYERAsset Purchase and Sale Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
This First Amendment to the Asset Purchase and Sale Agreement (this “Amendment”), dated as of January 20, 2006, is entered into by and between Global Energy, Inc., (“Global Energy”) an Ohio Corporation, Wabash River Energy Ltd., (“WREL”) a wholly owned Global Energy affiliate, an Indiana Corporation, and Gasification Engineering Corporation (“GEC”) a wholly owned Global Energy affiliate, an Ohio Corporation (Global Energy, GEC and WREL are collectively and individually referred to as “Seller”), and ConocoPhillips Company, a Delaware corporation (“Buyer”).
SECURITY AGREEMENT AND ASSIGNMENTSecurity Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
This Security Agreement and Assignment (“Security Agreement”), is effective as of January 19, 2004 by Lima Energy Company, an Ohio corporation, with an address of 312 Walnut Street, Suite 2650, Cincinnati, OH 45202, Attn: Harry H. Graves (“Grantor”), in favor of Ohio National Financial Services, Inc. with an address of One Financial Way, Cincinnati, OH 45242, Attn: Ronald J. Dolan, Executive Vice President and CFO (“Secured Party”).
CONFIDENTIAL ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT by and between GASIFICATION ENGINEERING CORPORATION (“GEC”) as General Contractor and INDUSTRIAL CONSTRUCTION COMPANY, INC as Contractor Dated as of April 18, 2006Engineering, Procurement and Construction Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
THIS ENGINEERING, PROCUREMENT and CONSTRUCTION AGREEMENT, dated as of April 18, 2006 (the “Effective Date”), between Gasification Engineering Corporation (“GEC”), an Ohio corporation with offices located at: Suite 2650, 312 Walnut Street, Cincinnati, Ohio 45202, USA (“General Contractor”), and Industrial Construction Company, Inc. (“ICC”), an Ohio corporation whose principal offices are located at: 10060 Brecksville Road, Brecksville, OH 44141 USA (“Contractor”). Separately GEC and ICC may be termed “Party” and collectively “Parties”.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of July 23, 2007 (this “Agreement”), is entered into by and between WABASH RIVER ENERGY, LTD., an Indiana corporation (the “Pledgor”), and STANDARD GENERAL MASTER FUND L.P. (the “Secured Party”), the holder of that certain Secured Promissory Note issued on the date hereof in the original aggregate principal amount of $14,300,000, as the same may be amended from time to time (the “Note”), issued by Pledgor, pursuant to that certain Loan and Security Agreement dated as of the date hereof between Pledgor and Secured Party (the “Loan Agreement”).
Pledge and Assignment AgreementPledge and Assignment Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
Whereas Global Energy, Inc. (“Corporation”) has on this date executed and delivered to Ohio National Financial Services, Inc. (“ONFS”) the Continuing Guaranty (“Guaranty”) which guaranties all obligations, including but not limited to the right granted to ONFS to convert debt into stock of the Corporation under (a) the Promissory Note issued in favor of ONFS by Assignor’s subsidiary, Lima Energy Company (“Lima”) in the principal amount of $2,000,000.00 (the “Note”), and (b) the Security Agreement securing the obligations under the Note (collectively, including the Note, Security Agreement, Guaranty and Personal Guaranty, the “Loan Documents”) and
EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
This Agreement, including Exhibit A attached hereto, is entered into between Global Energy, Inc., an Ohio corporation (“Company”), on its behalf and on behalf of its subsidiaries, affiliates, successors and assigns, and Steven G. Rolls (“Employee”), to be effective as of February 1, 2006 (the “Effective Date”). Company and Employee agree as follows:
GUARANTYGuaranty • June 20th, 2007 • Global Energy, Inc.
This Guaranty (“Guaranty”) is executed and delivered as of the date set forth below by the undersigned guarantor, Global Energy, Inc (“Guarantor” or Corporation”) in favor of Ohio National Financial Services, Inc. (“Secured Party”). Secured Party may, from time to time, enter into agreements with or extend financial accommodations to Lima Energy Company (“Grantor”). Secured Party is unwilling to enter into such agreements with or extend financial accommodations to Grantor, unless Guarantor absolutely and unconditionally guarantees to Secured Party the payment and performance of all obligations of Grantor at any time owing to Secured Party. With knowledge that Secured Party will enter into agreements with or extend financial accommodations to Grantor in reliance upon the existence of this Guaranty and the validity and enforceability of the obligations and liabilities of Guarantor to Secured Party contemplated hereby, Guarantor agrees with Secured Party as follows:
CONTINUING GUARANTYContinuing Guaranty • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
This Guaranty (“Guaranty”) is executed and delivered as of the date set forth below by the undersigned guarantor (“Guarantor”) in favor of OnFlight, Inc.(“Secured Party”). Secured Party may, from time to time, enter into agreements with Global Energy, Inc. (“Grantor”). Secured Party is unwilling to enter into such agreements with Grantor, unless Guarantor absolutely and unconditionally guarantees to Secured Party the payment and performance of all obligations of Grantor at any time owing to Secured Party in an amount not to exceed $1,200,000.00. With knowledge that Secured Party will enter into agreements with or extend financial accommodations to Grantor in reliance upon the existence of this Guaranty and the validity and enforceability of the obligations and liabilities of Guarantor to Secured Party contemplated hereby, Guarantor agrees with Secured Party as follows:
Amendment I Fuel Reserve AgreementFuel Reserve Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
This Fuel Reserve Agreement Amendment I, by and between Global Energy, Inc., of Cincinnati, Ohio (hereinafter “Purchaser”) and Midwest Minerals, Inc., (hereinafter “Seller”) of Terre Haute, Indiana, effective this 19th day of January, 2005, shall modify, change, clarify or enhance a certain Fuel Reserve Agreement created and established by and between the parties on January 20th, 2004.
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN GLOBAL ENERGY, INC. AND STEVEN G. ROLLSEmployment Agreement • June 20th, 2007 • Global Energy, Inc.
This Amendment amends the Employment Agreement (“Agreement”) entered into between Global Energy, Inc. (“Company”) and Steven G. Rolls (“Employee”) that was effective as of February 1, 2006. Section 4.11 of the Agreement provides Employee and Company may amend the Agreement. Employee and Company desire to amend the Agreement and agree that the provisions in this Amendment shall replace the provisions in the Agreement effective June 1, 2007.
= Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Licence Agreement • June 20th, 2007 • Global Energy, Inc.
THIS AGREEMENT is made on the day of 1995 between BRITISH GAS plc (hereinafter referred to as “British Gas”, which expression shall include its successors and permitted assignees) whose registered office is at 152 Grosvenor Road, London, SW1V 3JL and LURGI ENERGIE UND UMWELT GMBH (hereinafter referred to as “Lurgi” which expression shall include its successors and permitted assignees) with principal offices at Lurgi Allee 5, in 60295 Frankfurt am Main, Germany and FIFE ENERGY LIMITED (hereinafter referred to as “the Licensee” which expression shall include its successors and permitted assignees) with offices at The Westfield Development Centre, Cardenden, Fife (hereinafter referred to as “Westfield”).
= Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Licence Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
GENERAL SERVICES AGREEMENT Page 1 of 13General Services Agreement • June 20th, 2007 • Global Energy, Inc. • England
SHARE ISSUANCE AGREEMENTShare Issuance Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN GLOBAL ENERGY, INC. AND HARRY H. GRAVESEmployment Agreement • June 20th, 2007 • Global Energy, Inc.
This Amendment amends the Employment Agreement (“Agreement”) entered into between Global Energy, Inc. (“Company”) and Harry H. Graves (“Employee”) that was effective as of January 1, 2006. Section 4.11 of the Agreement provides Employee and Company may amend the Agreement. Employee and Company desire to amend the Agreement and agree that the provisions in this Amendment shall replace the provisions in the Agreement effective June 1, 2007.
MASTER AGREEMENTMaster Agreement • June 20th, 2007 • Global Energy, Inc. • Indiana
This Agreement is made as of this 14th day of January, 2005, by and between WABASH VALLEY POWER ASSOCIATION, INC., an Indiana non-profit corporation (“WVPA”), the principal office of which is located at 722 North High School Road, P.O. Box 24700, Indianapolis, Indiana 46224, and WABASH RIVER ENERGY, LTD. an Indiana corporation (“WRE”), the principal office of which is located at 444 W. Sandford Avenue, West Terre Haute, Indiana 47885.
ALLIANCE AGREEMENTAlliance Agreement • June 20th, 2007 • Global Energy, Inc. • Ohio
THIS ALLIANCE AGREEMENT (“Agreement”) is made and entered into as of 3rd April, 2003 by and between Porvair Filtration Group Ltd, an English Company, with offices at: Fareham Industrial Park, Fareham, Hampshire, England, (“PFG”); and Global Energy, Inc., an Ohio Corporation, with offices at: Suite 2650, 312 Walnut Street, Cincinnati, Ohio 45202 USA (“Global”). PFG and Global may be referred to herein individually as a “Party” and/or collectively as the “Parties”.
THIRD AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 20th, 2007 • Global Energy, Inc.
This Third Amendment to Stockholders Agreement (this “Amendment”) is made and entered into as of the 8th day of June, 2007 by and among GLOBAL ENERGY, INC., an Ohio corporation (the “Company”)., and the stockholders of the Company listed on Schedule I attached hereto (the “Stockholders”), with reference to the following facts:
LOAN AND SECURITY AGREEMENT between Wabash River Energy, Ltd., as Borrower and Standard General Master Fund L.P., as Lender Dated as of July 23, 2007Loan and Security Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 23, 2007, is made between Wabash River Energy, Ltd., an Indiana corporation (the “Company”), and Standard General Master Fund L.P., a Cayman Islands exempt limited partnership, or its designee or any successor lender that becomes a “Lender” under this Agreement (“Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 20th, 2007 • Global Energy, Inc. • Indiana
ASSET PURCHASE AGREEMENT, dated as of January , 2005 (this “Agreement”), between WABASH RIVER ENERGY, LTD., an Indiana corporation (“Seller”), and SG SOLUTIONS, LLC, an Indiana limited liability company (“Buyer”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • June 20th, 2007 • Global Energy, Inc. • Indiana
This Coal Supply Agreement, by and between Wabash River Energy, Ltd., Terre Haute, Indiana, (hereinafter “Buyer”) and Midwest Mining Company, LLC, (hereinafter “Supplier”) effective this 20th day of January, 2004, establishes the terms and conditions for the sale and purchase of coal as follows:
AMENDMENT TO COAL SUPPLY AGREEMENTCoal Supply Agreement • August 10th, 2007 • Global Energy, Inc. • Electric & other services combined
THIS AMENDMENT TO COAL SUPPLY AGREEMENT (this “Amendment”) is made as of June 14, 2007 (the “Effective Date”), by and between Wabash River Energy, Ltd., an Indiana corporation (“Buyer”), and Midwest Mining Company, LLC, an Indiana limited liability company (“Supplier”).
SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENT between EAGLE ENERGY PARTNERS I, L.P. As “Purchaser” and SNG Export, LLC As “Seller” February 13, 2007Synthetic Natural Gas Purchase and Sale Agreement • June 20th, 2007 • Global Energy, Inc. • Texas
This SYNTHETIC NATURAL GAS (SNG) PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of February 13, 2007, is entered into between SNG Export, LLC a Delaware limited liability company (“Seller”) and Eagle Energy Partners I, L.P., a Texas limited partnership (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
FIRST AMENDMENT TO SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • October 10th, 2007 • Global Energy, Inc. • Electric & other services combined
This First Amendment to Synthetic Natural Gas Purchase and Sale Agreement (this “First Amendment”) is made and entered into effective as of August 31, 2007 by and between Eagle Energy Partners I, L.P. (“Purchaser”) and SNG Export, LLC (“Seller”). Purchaser and Seller are sometime collectively referred to in this First Amendment as the “Parties” and individually as a “Party”.
