NOTE PURCHASE AGREEMENT Dated as of February 1, 2011 by and between EVERGREEN ENERGY INC. and CENTURION CREDIT FUNDING LLC and LEVEL 3 CAPITAL FUND LPNote Purchase Agreement • February 2nd, 2011 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • New York
This NOTE PURCHASE AGREEMENT, dated as of February 1, 2011 (this “Agreement”), is by and among EVERGREEN ENERGY INC., a Delaware corporation (the “Company”), and CENTURION CREDIT FUNDING LLC, a Delaware limited liability company and LEVEL 3 CAPITAL FUND LP, a Delaware limited partnership (together, the “Investors”).
Form of Warrant to Purchase Common Stock of EVERGREEN ENERGY Inc.Evergreen Energy Inc • February 2nd, 2011 • Bituminous coal & lignite surface mining • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the first anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Evergreen Energy Inc., a Delaware corporation (the “Company”), up to 200,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Warrant to Purchase Common StockEvergreen Energy Inc • February 2nd, 2011 • Bituminous coal & lignite surface mining • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Evergreen Energy Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORBEARANCE AND SETTLEMENT AGREEMENTForbearance and Settlement Agreement • February 2nd, 2011 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • New York
This Forbearance and Settlement Agreement (hereinafter “Settlement Agreement”) is made and entered into as of February 1, 2011, among Evergreen Energy Inc. (“Evergreen”), BIMCO, Inc. (f/k/a Buckeye Industrial Mining Co.) (“Buckeye”), the holders of 8% Convertible Secured Notes Due 2012 issued by Evergreen identified in Exhibit A (the “Settling ’07 Noteholders”), Centurion Credit Funding LLC (“Centurion”) and Level 3 Capital Fund LP (“Level 3”). Evergreen and Buckeye are sometimes referred to herein collectively as the “Company.” Centurion and Level 3 are sometimes referred to herein as the “’09 Noteholders.” Evergreen, Buckeye, the Settling ’07 Noteholders, Centurion and Level 3 are sometimes referred to herein collectively as the “Parties.”
