LICENSE AGREEMENT THE E-GAS™ TECHNOLOGYLicense Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • Ohio
This License Agreement (this “Agreement”), dated this 18th day of April 2003 (the “Effective Date”), is entered into by and between Gasification Engineering Corp., an Ohio corporation (“GEC”), and Lima Energy Company, an Ohio corporation (“Licensee”).
CONFIDENTIAL ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT by and between Lima Energy Company As Owner and GASIFICATION ENGINEERING CORPORATION (“GEC”) as General Contractor Dated as of April 18, 2006Engineering, Procurement and Construction Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • Ohio
THIS ENGINEERING, PROCUREMENT and CONSTRUCTION AGREEMENT, dated as of April 18, 2006 (the “Effective Date”), between Lima Energy Company, an Ohio corporation organized and existing under the laws of Ohio (“Owner”), and Gasification Engineering Corporation (“GEC”), an Ohio corporation organized and existing under the laws of Ohio (“General Contractor”).
AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENT between The Procter & Gamble Paper Products Company as Purchaser, and Lima Energy Company, as Seller dated as of August 13, 2007Synthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • New York
This AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of August 13, 2007, is entered into between Lima Energy Company, an Ohio corporation (“Seller”), and The Procter & Gamble Paper Products Company, an Ohio corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • Delaware
This Agreement (this “Agreement”) is effective as of ____________ __, 2010 by and between USA Synthetic Fuel Corporation, a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).
Exhibit J Lima License Letter RevisionLicense Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • Ohio
This refers to the License Agreement The E-Gas™ Technology (Agreement) dated April 18, 2003, under which Gasification Engineering Corp. and Lima Energy Company have agreed to certain terms and licensing conditions.
SIXTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This Sixth Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Sixth Amendment”) is made and entered into effective as of April 1, 2009 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this Sixth Amendment as the “Parties” and individually as a “Party”.
FOURTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This Fourth Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Fourth Amendment”) is made and entered into effective as of October 30, 2008 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this Fourth Amendment as the “Parties” and individually as a “Party”.
FIFTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This Fifth Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Fifth Amendment”) is made and entered into effective as of January 1, 2009 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this Fifth Amendment as the “Parties” and individually as a “Party”.
SECOND AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This Second Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Second Amendment”) is made and entered into effective as of June 1, 2008 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this Second Amendment as the “Parties” and individually as a “Party”.
FIRST AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This First Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “First Amendment”) is made and entered into effective as of January 1, 2008 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this First Amendment as the “Parties” and individually as a “Party”.
EIGHTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This Eighth Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Eighth Amendment”) is made and entered into effective as of October 1, 2009 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this Eighth Amendment as the “Parties” and individually as a “Party”.
SEVENTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This Seventh Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Seventh Amendment”) is made and entered into effective as of July 1, 2009 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this Seventh Amendment as the “Parties” and individually as a “Party”.
STOCK PURCHASE AGREEMENT Among USA SYNTHETIC FUEL CORPORATION as Purchaser and GLOBAL ENERGY, INC. as Seller and LIMA ENERGY COMPANY Dated June 11 , 2010Stock Purchase Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • Ohio
This STOCK PURCHASE AGREEMENT (“Agreement”) dated June 11, 2010 is made by and between USA Synthetic Fuel Corporation, a Delaware corporation (“USASF” or “Purchaser”), Global Energy, Inc., an Ohio corporation (“Global Energy” or “Seller”), and Lima Energy Company, an Ohio corporation and a wholly owned subsidiary of Global Energy (“Lima Energy”).
October 28, 2008Synthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
Energy Contract Barrel of Oil Equivalent (BOE) Purchase & Sale Agreement Between Cleantech Energy Company As “Purchaser” And Interfuel E&P Ltd. As “Seller” June18, 2010Purchase & Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • New York
This Barrel of Oil Equivalent (“BOE”) Purchase & Sale Agreement (this “Agreement”), dated June 18, 2010, is entered into between Cleantech Energy Company, a Wyoming corporation (“Purchaser”) and Interfuel E & P Ltd., a Vermont corporation (“Seller”) (each, a “Party” and collectively, the “Parties”).
SENIOR SECURED NOTESenior Secured Note • July 22nd, 2010 • USA Synthetic Fuel Corp • Ohio
This Senior Secured Note (“Note”) is made this 11th day of June, 2010 (“Effective Date”) by USA Synthetic Fuel Corporation, a corporation organized under the laws of the State of Delaware (“Maker” or “USASF”) to the order of Global Energy, Inc., a corporation organized under the laws of the State of Ohio (“Lender”).
NINTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
This Ninth Amendment to the Amended and Restated Synthetic Natural Gas Purchase and Sale Agreement (this “Ninth Amendment”) is made and entered into effective as of April 1, 2010 by and between The Procter & Gamble Paper Products Company (“Purchaser”) and Lima Energy Company (“Seller”). Purchaser and Seller are sometime collectively referred to in this Ninth Amendment as the “Parties” and individually as a “Party”.
CARBON DIOXIDE (“CO2“) SALES AGREEMENT between LIMA ENERGY COMPANY and CAMBRIDGE RESOURCES, LLC Business ConfidentialCo2 Sales Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • Ohio
THIS AGREEMENT is made and entered into as of March 17, 2008 and between LIMA ENERGY COMPANY an Ohio corporation with an office located at 312 Walnut Street, Suite 2300, Cincinnati, Ohio, 45202 (hereinafter referred to as “Company”) and CAMBRIDGE RESOURCES, LLC, an Ohio limited liability company with principal offices at 312 Walnut Street, Suite 2300, Cincinnati, Ohio 45202-4094, (hereinafter referred to as “Cambridge”). The Company and Cambridge are referred to collectively as “The Parties.”
EXCHANGE AGREEMENTExchange Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of December 4, 2009, is by and among BigStar Entertainment, Inc., a Delaware corporation (“BGST”), USA Synthetic Fuel Corporation, a Delaware corporation (“USASF”), the sole shareholder of USASF identified on Annex A hereto (the “Shareholder” ), and Pegasus Funds LLC, as the sole shareholder of BGST preferred stock as defined herein (“Pegasus”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Article VIII herein.
THIRD AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTSynthetic Natural Gas Purchase and Sale Agreement • July 22nd, 2010 • USA Synthetic Fuel Corp
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 & Gamble 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”.
