THIRD AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENT

Exhibit 10.5(c)

THIRD AMENDMENT TO

AMENDED AND RESTATED SYNTHETIC NATURAL GAS

PURCHASE AND SALE AGREEMENT

This Third Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Third Amendment”) is made and entered into effective as of July 1, 2008 by and between The Procter & Xxxxxx Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”).  Purchaser and Seller are sometime collectively referred to in this Third Amendment as the “Parties” and individually as a “Party”.

Whereas, Purchaser and Seller entered into a certain Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (the “Original Agreement”) dated August 13, 2007;

Whereas, to accommodate certain deadlines for performance set forth in the Original Agreement, the Parties wish to amend the Original Agreement to clarify certain agreements surrounding applicable dates for performance and similar matters as described below; and

Whereas, the Original Agreement together with the First and Second Amendment and this Third Amendment are sometimes collectively referred to in this Third Amendment as the “Agreement”.

Now, therefore, in consideration of the mutual covenants set forth in this Third Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser and Seller hereby agree as follows:

1.      Terms that are capitalized in this Third Amendment, but not otherwise defined shall have the same meanings as set forth in the Original Agreement.

2.      Section references contained in this Third Amendment refer to the applicable section(s) of the Original Agreement.

3.      The references to “October 1, 2010” contained in the Section 3.1(a) are hereby deleted and replaced with “February 1, 2012”.

4.      The reference to “February 1, 2011” contained in the Section 3.1(a) is hereby deleted and replaced with “May 1, 2012”.

5.      The reference to “October 1, 2010” contained in Section 3.1(b) of the Original Agreement is hereby deleted and replaced with “February 1, 2012”.

6.      The reference to “December 31, 2007” contained in Section 3.1(d) of the Original Agreement is hereby deleted and replaced with “December 31, 2008”.

7.      The reference to “February 1, 2011” contained in Section 3.1(d) of the Original Agreement is hereby deleted and replaced with “May 1, 2012”.

8.      The references to “October 1, 2010” contained in Section 3.2(a) of the Original Agreement are hereby deleted in their entirety and replaced in each case with “February 1, 2012”.

9.      The references to “February 1, 2011” contained in Section 3.2(a) of the Original Agreement are hereby deleted in their entirety and replaced in each case with “May 1, 2012”.

10.    The references to “December 31, 2007” contained in Section 8.1(a) of the Original Agreement are hereby deleted in their entirety and replaced in each case with “December 31, 2008”.

11.    The references to “December 31, 2007” contained in Section 8.1(b) of the Original Agreement are hereby deleted in their entirety and replaced in each case with “December 31, 2008”.

12.    The references to “December 31, 2007” contained in Section 8.2(a)(i) of the Original Agreement are hereby deleted in their entirety and replaced in each case with “December 31, 2008”.

13.    The references to “March 31, 2009” contained in Section 8.2(a)(ii) of the Original Agreement are hereby deleted in their entirety and replaced in each case with “December 31, 2009”.

14.    The references to “October 1, 2010” contained in Exhibit B are hereby deleted and replaced with “February 1, 2012”.

15.    The reference to “February 1, 2011” contained in Exhibit B is hereby deleted and replaced with “May 1, 2012”.

16.    Except as set forth in this Third Amendment, the terms and conditions set forth in the Original Agreement shall remain in place and unmodified.  Each of Purchaser and Seller hereby reaffirms the terms and conditions of the Agreement as modified by this Third Amendment.

Executed to be effective as of the Effective Date.

The Procter & Xxxxxx Paper Products Company
By:		/s/ Xxxxxxx Xxxxxx
Name:
Title:		Vice President – Gas Purchases

Lima Energy Company
By:		/s/ X.X.  Xxxxxx
Name:
Title:		Chairman