December 12, 1997
Alabama Synfuel #1, Ltd.
c/o Covol Technologies, Inc.
0000 Xxxxx Xxxxxxxx Xxxx
Xxxx, Xxxx 00000
Covol Technologies, Inc.
0000 Xxxxx Xxxxxxxx Xxxx
Xxxx, Xxxx 00000
Re: Letter Amendment
Gentlemen:
Reference is made to the Alabama Project Purchase Agreement, dated as
of March 20, 1997, as amended by the letter agreements dated as of June 27,
1997, July 7, 1997 and August 28, 1997 (the "Project Purchase Agreement"), by
and among Alabama Synfuel #1, Ltd. and Covol Technologies, Inc., as sellers, and
Birmingham Syn Fuel, LLC, as buyer.
The parties to the Project Purchase Agreement hereby amend the Project
Purchase Agreement as follows:
(i) Section 5.3(c) of the Project Purchase Agreement is amended by
deleting the language "November 30, 1997" and inserting in its place
the language "February 27, 1998";
(ii) Section 7.3(c) of the Project Purchase Agreement is amended by
deleting the language "December 31, 1997" and inserting in its place
the language "February 27, 1998";
(iii) Section 7.3(d) of the Project Purchase Agreement is amended by
deleting the language "December 31, 1997" and inserting in its place
the language "February 27, 1998";
(iv) Section 7.3(f) of the Project Purchase Agreement is amended by
deleting the language "December 31, 1997" and inserting in its place
the language "February 27, 1998"; and
(v) Section 8.1 of the Project Purchase Agreement is amended and
restated in its entirety as follows: "The closing of the transaction
contemplated by this Agreement (the "Closing") shall be at 9:00 a.m.,
Mountain Time, on such date as the parties shall mutually agree, not
later than the earlier of (i) ten (10) business days following the
"Date of Substantial Completion" as defined in the Construction
Contract or (ii)
February 27, 1998 (the "Closing Date"), at the offices of Stoel Rives
LLP, 000 Xxxxx Xxxx Xxxxxx, Xxxxx 00, Xxxx Xxxx Xxxx, Xxxx 00000-0000,
or at such other time or place as the parties shall mutually agree."
(vi) A new Section 8.2(k) is inserted into the Project Purchase
Agreement as follows:
(k) Sellers shall execute and deliver to Buyer an unqualified
warranty with respect to the binder facility in form and
substance acceptable to the Buyer.
(vii) Schedule 2.1 to the Project Purchase Agreement is supplemented by
the addition of the attached Schedule 2.1 of "Binder Assets."
This letter agreement may be executed in one or more counterparts, all
of which shall be considered one and the same letter agreement.
Very truly yours,
BIRMINGHAM SYN FUEL, LLC
By: /s/ Xxxxxxx Xxxxxx
---------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST SET
FORTH ABOVE:
ALABAMA SYNFUEL #1, LTD.
By: /s/ Xxxxx X. Xxxx
------------------------------------------
Name: Xxxxx X. Xxxx
Title: President, Covol Technologies, X.X.
XXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxx
---------------------
Name: Xxxxx X. Xxxx
Title: President
