February 20, 1998
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 Purchase Agreement, dated as of March
20, 1997, as amended by letter agreements dated June 27, 1997, July 7, 1997,
August 28, 1997 and December 12, 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:
a. deleting the language "Three Million Four Hundred Thousand Dollars
($4,800,000)" and replacing it with "Six Million Five Hundred Thousand Dollars
($6,500,000)" in Section 2.2.
b. adding to the end of Section 3.3 the language "provided, further, that Buyer
shall enter into a Security Agreement with Alabama Power Company to replace that
Security Agreement between Covol and Alabama Power Company dated as of January
28, 1998 ("Alabama Power Agreement") promptly after the Closing Date and execute
and cause to be filed UCC Financing Statements and take any other actions
necessary to ensure that Alabama Power Company maintains a first priority
perfected security interest in the Collateral (as defined in the Alabama Power
Agreement)."
c. deleting the language "February 27, 1998" in Section 5.3 (c) thereof and
inserting "the Closing Date" in place thereof.
d. inserting the language "except for the City of Birmingham occupancy permit"
at the end of Section 7.1 (f).
e. deleting Section 7.1 (h) in its entirety.
* This exhibit contains confidential material which has been omitted
pursuant to a Confidential Treatment Request and replaced by asterisks. The
omitted information has been filed separately with the Securities and Exchange
Comission.
f. amending and restating the title of Article VIII to read in its entirety
"CLOSING; CONDITIONS SUBSEQUENT".
g. deleting the language "February 24, 1998" in Section 8.1 thereof and
inserting "February 20, 1998" in place thereof.
h. inserting the language "except for the City of Birmingham occupancy permit"
at the end of Section 8.2 (f).
i. After Section 8.2, inserting the following language:
"8.3 Conditions Subsequent to Obligations of Buyer. At Buyer's sole
discretion and direction, the parties to this Agreement shall be returned to
their respective positions prior to the Closing Date if the following conditions
are not fulfilled within the time specified:
[(a) Opinion of Counsel. Buyer shall receive from counsel to
Sellers opinions of counsel to the Sellers, dated as of the Closing Date, in
form and substance reasonably satisfactory to Buyer and its counsel within two
weeks of the Closing Date.]
(b) Items under the Construction Contract. Sellers, at their
sole cost and expense, shall perform the actions specified on Schedule 8.3
within 30 days of the Closing Date. Sellers shall also perform, at their sole
cost and expense, any other actions necessary to bring the Alabama Project to
Substantial Completion (as defined in the Construction Contract).
(c) Other Items. Sellers, at their sole cost and expense,
shall perform the following actions within 30 days of the Closing Date:
(i) with respect to the barge loadout: install a
tailpiece for the belt, repair the xxxxxx over the tailpiece, repair the belt
structure, replace the belting, and perform all work necessary to ensure that
the barge facility complies with OSHA; and
(ii) with respect to the scales: relocate the
scales and scalehouse to the roadway and perform the associated cut and fill
work.
In the event that the items specified in Section 8.3 are not completed
within 30 days of the Closing Date, Sellers shall pay Buyer a delay payment in
the amount of $*. If such items are not completed within 60 days of the Closing
Date, and if at such time Buyer has not yet exercised its option to return the
parties to their respective positions prior to the Closing Date, in addition to
all other rights and remedies under the Purchase Agreement Documents, Sellers
shall pay Buyer a delay payment in the amount of $*. Notwithstanding any
provisions of this paragraph, each of the delay payments provided for in this
paragraph shall not apply until 45 and 75 days of the Closing Date,
respectively, to the installation of the nitric acid tank or the installation of
the water tank and associated fire system.
* This exhibit contains confidential material which has been omitted
pursuant to a Confidential Treatment Request and replaced by asterisks. The
omitted information has been filed separately with the Securities and Exchange
Comission.
j. deleting the number "4,800,000" above the first paragraph of Exhibit A-1
thereto and inserting "6,500,000" in place thereof;
k. deleting the number "*" in the third paragraph of Exhibit A-1 thereto and
inserting "*" in place thereof.
l. deleting the language "Four Million Eight Hundred Thousand Dollars
($4,800,000)" in the first paragraph of Exhibit A-1 thereto and inserting "Six
Million Five Hundred Thousand Dollars ($6,500,000)" in place thereof.
m. deleting the number "4,800,000" in the first paragraph of Exhibit A-2 thereto
and inserting "6,500,000" in place thereof.
n. replacing Schedules 2.1 and 4.1(c) thereto and replacing them with the
Schedules 2.1 and 4.1(c) attached hereto in place thereof.
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, INC.
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: President
* This exhibit contains confidential material which has been omitted
pursuant to a Confidential Treatment Request and replaced by asterisks. The
omitted information has been filed separately with the Securities and Exchange
Comission.
EXHIBIT 8.3
Feed Xxxxxx (C-1 Conveyor)
Adjust Height of feed xxxxxx to proper height for loader feeding.
Install chute at the dumping point onto C-2 conveyor Install wiper on
the C-1 feed belt.
C-2 Conveyor
Install belt on the motor and speed reducer. Complete ends of the
catwalk.
Install dust collector.
Install chute at the dumping point.
Install wiper.
Install pull cord.
C-3 Conveyor
Install chute at discharge into Even Flow Feeder
Install wiper
Move all grease fittings on belt idlers to the catwalk side
Complete catwalk
Install magnet
Even Flow Feeder and Screw Conveyor
Install handrails around top of bin
Install handrails around base of screw conveyor on two sides.
Install chute where screw conveyor discharges onto C-4 conveyor.
C-4 Conveyor
Move impact idlers to where screw conveyor discharges onto C-4. Install
chute at the discharge into int pug mixer.
Install belt on motor and speed reducer.
Install wiper.
Move all grease fittings on belt idlers to the catwalk side.
Install moisture sensor.
Replace or repair hub on discharge roller.
Wire metal detector.
Complete scales.
Complete handrails at the discharge.
* This exhibit contains confidential material which has been omitted
pursuant to a Confidential Treatment Request and replaced by asterisks. The
omitted information has been filed separately with the Securities and Exchange
Comission.
Pug Sealer and Extruder
Install two additional locking handles on the lid.
Relocate vacuum gauge so that it does not interfere with the locking
handles.
Install extra filter and plumbing on vacuum line so one filter can be
serviced while equipment is operating.
Install backstop at floor level in front of extruder.
Install drive belts for extruder.
Install 1 1/2" vacuum relief valve.
C-5 Conveyor
Install proper number of bolts on bottom rollers and roller frame.
Align bearing on drive roller.
Install legs of correct size on drive end of conveyor system.
Bolt legs to the floor
Install wiper
Relocate grease fittings on idlers to offside of extruder.
Install snub rollers on each end of the conveyor.
C-6 Conveyor
Bolt down the top idlers.
Install wiper.
Repair belt to run as designed.
C-7 Conveyor
Install proper number of bolts on bottom rollers and the roller frame.
Relocate grease fittings on idlers offside from conduit.
Install wiper.
Relocate pull cord switches toward to tail roller so they can be
reached form the floor.
Oscillitating Conveyor
Weld positive stops on base.
Dryers and Controls
Complete grounding wiring on underside of dryer.
Complete topside piping, wiring, control valves, and regulators.
Complete wiring on control panel.
Install fines collection apparatus underneath the feed end of the
dryer.
C-8A Conveyor
Install grease fittings on three top idlers under dryer discharge.
Install wiper.
Install dust collection system.
* This exhibit contains confidential material which has been omitted
pursuant to a Confidential Treatment Request and replaced by asterisks. The
omitted information has been filed separately with the Securities and Exchange
Comission.
C-8 Conveyor
Affix bottom idler to brackets.
Install three bottom idlers at take up area.
Install bolts on top idlers. Tighten nuts where legs are bolted to
concrete.
Install wiper.
Install pull cords and pull cord switches.
Install belt cover.
C-9 Conveyor (Radial Stacker)
Install top idler in front of skirts.
Weld bottom stip in catwalk.
Install pull cord switch.
Tighten bolts on top idlers.
Install wiper
Install cover
Install rut-resistant surface on area where xxxxxx drive wheels roll.
C-10 Conveyor
Complete installation on C-10 Conveyor.
MCC and Binder Plant Complete wiring.
Install wiring to instruments.
Install wiring on main PLC.
Install wiring on transfer pump.
Install and wire air conditioners.
Install wiring on air compressor.
Complete air system.
Nitric Acid Tank (Stainless)
Deliver Nitric Acid Tank.
Holding Tank for Wash Down
Repair or replace tank if it has a leak.
Water
Install three inch water line from Highway 269 to the plant for process
water.
Install tank and associated fire water system.
Office and Bath Facilities
Install bath facilities.
* This exhibit contains confidential material which has been omitted
pursuant to a Confidential Treatment Request and replaced by asterisks. The
omitted information has been filed separately with the Securities and Exchange
Comission.
