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.
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.
Member Interest Pledge AgreementMember Interest Pledge Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
Member Interest Pledge Agreement (“Pledge Agreement”) dated as of January 1, 2009 between Renegy Holdings, Inc., a Delaware corporation (the “Pledgor”), and AZ Biomass LLC, a Delaware limited liability company (“Pledgee”).
FIRST AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This FIRST AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”), dated as of January 1, 2009, in connection with that certain Pledge Agreement, dated as of October 1, 2007, (the “Pledge Agreement”), by and among RENEGY HOLDINGS, INC., a Delware corporation (“Pledgor”), 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 (“SWMP” and together with Renegy and Renegy Trucking, the “Borrowers”) and COBANK, ACB, in its capacity as collateral agent (together with its successor, designees and assigns in such capacity, “Collateral Agent”). Capitalized terms used herein but not defined shall have the meaning given to them in the Pledge Agreement and section references refer to sections of the Pledge Agreement unless otherwise stated.
SUBORDINATION AGREEMENT among RENEGY HOLDINGS, INC. a Delaware corporation (Junior Claimant) and SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (Borrower) and COBANK, ACB (Administrative Agent) Dated as of January 1, 2009Subordination Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This SUBORDINATION AGREEMENT, dated as of January 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into among RENEGY HOLDINGS, INC., a Delaware corporation (“Junior Claimant”), SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (“SWMP”), and COBANK, ACB, as Administrative Agent (together with its successors and assigns in such capacity, “Administrative Agent”) for the Senior Claimants (as defined in Section 1.1).
SUBORDINATION AGREEMENT among AZ BIOMASS LLC, a Delaware limited liability company (Junior Claimant) and RENEGY HOLDINGS, INC., a Delaware corporation (Pledgor) and COBANK, ACB (Administrative Agent and Collateral Agent) Dated as of January 1, 2009Subordination Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This SUBORDINATION AGREEMENT, dated as of January 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into among AZ BIOMASS LLC, a Delaware limited liability company (“Junior Claimant”), RENEGY HOLDINGS, INC., a Delaware corporation (“Renegy Holdings”), and COBANK, ACB, as Administrative Agent (together with its successors and assigns in such capacity, “Administrative Agent”) and Collateral Agent (together with its successors and assigns in such capacity, “Collateral Agent”) for the Senior Claimants (as defined in Section 1.1).
AMENDED AND RESTATED BIOMASS SUPPLY AND SERVICES AGREEMENTBiomass Supply and Services Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • Arizona
This AMENDED AND RESTATED BIOMASS SUPPLY AND SERVICES AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2009 (“Effective Date”), by and among (i) SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (“Project Company”), and (ii) RENEGY, LLC, an Arizona limited liability company (“Renegy”) and RENEGY TRUCKING, LLC, an Arizona limited liability company (“Renegy Trucking”, and together with Renegy, collectively referred to as the “Supplier”). Project Company and Supplier are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 4 TO LEASE AGREEMENTLease Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • Arizona
This Amendment No. 4 to Lease Agreement, dated as of December 31, 2008 (this “Amendment”), is entered into by and between CATALYST PAPER (SNOWFLAKE) INC., a Delaware corporation (“Landlord” or “Facility Operator”) an indirect wholly-owned subsidiary of Catalyst Paper Corporation, a Canadian corporation, and SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (“Tenant” or “Facility Owner”).
FORBEARANCE AGREEMENTForbearance Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This FORBEARANCE AGREEMENT, dated as of January 1, 2009 (this “Agreement”), is entered into by and among AZ BIOMASS LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of State Street Bank and Trust Company (together with any Additional Class A Equity Investor, the “Class A Equity Investors” and each a “Class A Equity Investor”), SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (the “Company”), and COBANK, ACB, as Administrative Agent and Collateral Agent on behalf of the Secured Parties, as such terms are defined in the Credit Agreement as hereinafter defined (together with its successors and assigns, the “Forbearing Party”).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This CONSENT AND WAIVER AGREEMENT (this “Agreement”) is entered into as of December 31, 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 (“Renegy Trucking” and together with Renegy and SWMP, the “Borrowers”), the financial institutions from time to time party thereto (collectively, the “Lenders”) and COBANK, ACB, as administrative agent for the Lenders (in such capacity, “Administrative Agent”), as letter of credit issuer, collateral agent (in such capacity, “Collateral Agent”) and as a Lender, to be amended and restated as of January 1, 2009 (as further amended, amended and restated and modified from time to time, the “Credit Agreement”). 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.
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • Arizona
THIS SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2008, by and between Catalyst Paper (Snowflake) Inc., a Delaware corporation (“Landlord”) and indirect wholly-owned subsidiary of Catalyst Paper Corporation, a Canadian corporation, and Snowflake White Mountain Power, LLC, and Arizona limited liability company (“Tenant”).
PLEDGE AGREEMENT among AZ BIOMASS LLC, a Delaware limited liability company, as Pledgor SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, as Borrower and COBANK, ACB, as Collateral Agent Dated as of January 1, 2009Pledge Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This PLEDGE AGREEMENT, dated as of January 1, 2009 (this “Agreement”), is entered into by and among AZ BIOMASS LLC, a Delaware limited liability company (“Pledgor”), SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (“SWMP”) and COBANK, ACB, in its capacity as collateral agent (together with its successors, designees and assigns in such capacity, “Collateral Agent”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of January 1, 2009 by and between RENEGY HOLDINGS, INC., a Delaware corporation and AZ BIOMASS LLC, a Delaware limited liability company with respect to certain Class A membership interests of Snowflake...Membership Interest Purchase Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of January 1, 2009 is made and entered into by and between Renegy Holdings, Inc., a Delaware corporation (“Seller”), and AZ Biomass LLC, a Delaware limited liability company (“Purchaser”), (Purchaser and Seller being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”). Capitalized terms used herein without definition shall have the same meanings set forth in Section 1.01.
SECURITY AGREEMENTSecurity Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of January 1, 2009, is entered into by and between RENEGY HOLDINGS, INC., a Delaware corporation (“Debtor”), and AZ BIOMASS LLC, a Delaware limited liability company (“Secured Party”). Debtor and Secured Party may be referred to herein individually as a “Party,” and collectively as the “Parties.”
Renegy Holdings, Inc. 60 E. Rio Salado Parkway, Suite 1012 Tempe, AZ 85281 December 31, 2008Letter Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines
The purpose of this letter is to modify your obligations relating to the funding of the DSR Account (as defined in the Credit Agreement dated as of September 1, 2006, as amended, among Renegy, LLC, Renegy Trucking, LLC, Snowflake White Mountain Power, LLC (“SWMP”), CoBank, ACB, as Administrative Agent and Collateral Agent, the LC Issuer as defined therein, and the Lenders party thereto (the “Credit Agreement”)) pursuant to the letter agreement dated August 13, 2008 between each of you and the Company (the “Second Letter Agreement”), and to finalize your obligations to the Company to guarantee payment of the remaining Project Costs under the Overrun Guaranty, the Contribution and Merger Agreement, the First Letter Agreement (as each of such terms are defined below) and the Second Letter Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SNOWFLAKE WHITE MOUNTAIN POWER, LLC Dated as of January 1, 2009Limited Liability Company Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • Arizona
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Snowflake White Mountain Power, LLC, an Arizona limited liability company (the “Company”), is made and entered into as of January 1, 2009 (the “Effective Date”), by and among Renegy Holdings, Inc., a Delaware corporation (“Sponsor”), and AZ Biomass LLC, a Delaware limited liability company (“Investor” and collectively with Sponsor, the “Members”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 1, 2009 among SNOWFLAKE WHITE MOUNTAIN POWER, LLC RENEGY, LLC and RENEGY TRUCKING, LLC (as Borrowers) COBANK, ACB (LC Issuer) COBANK, ACB (Lead Arranger, Administrative Agent and Collateral...Credit Agreement • January 7th, 2009 • Renegy Holdings, Inc. • Engines & turbines • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 1, 2009 (“Agreement”), by and among SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, as a borrower (“SWMP”), RENEGY, LLC, an Arizona limited liability company, as a borrower (“Renegy”), and RENEGY TRUCKING, LLC, an Arizona limited liability company, as a borrower (“Renegy Trucking,” and, collectively with SWMP and Renegy, “Borrowers”), THE FINANCIAL INSTITUTIONS LISTED ON EXHIBIT H OR WHO LATER BECOME A PARTY HERETO, (the financial institutions party to this Agreement being collectively referred to as the “Lenders”), COBANK, ACB, as letter of credit issuer (in such capacity, “LC Issuer”), COBANK, ACB, as administrative agent for the Lenders (in such capacity, “Administrative Agent”), and COBANK, ACB, as collateral agent for the Secured Parties (in such capacity, “Collateral Agent”).
