0001214659-14-003379 Sample Contracts

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT March 31, 2014
Note Purchase Agreement • May 8th, 2014 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio

We refer to the Note Purchase Agreement dated as of September 24, 2012, among Lima Energy Company, an Ohio corporation (the "Company"), USA Synthetic Fuel Corporation, a Delaware corporation (the "Parent"), the noteholders that are from time to time parties thereto (the "Noteholders"), and Third Eye Capital Corporation, as administrative agent for the Noteholders (the "Administrative Agent"), as amended by the First Amendment to the Note Purchase Agreement dated as of December 31, 2013 (as amended, the "Note Purchase Agreement"). Unless otherwise defined herein, terms defined in the Note Purchase Agreement shall be used herein as therein defined. As used herein, the term "Amendment" means this Amendment No. 2 to Note Purchase Agreement.

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AMENDMENT NO. 2 TO UNIT PURCHASE AGREEMENT March 31, 2014
Unit Purchase Agreement • May 8th, 2014 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio

We refer to the Unit Purchase Agreement dated as of September 24, 2012, among Lima Energy Company, an Ohio corporation (the "Company"), USA Synthetic Fuel Corporation, a Delaware corporation (the "Parent"), the unit holders that are from time to time parties thereto (the "Holders"), and Third Eye Capital Corporation, as administrative agent for the Holders (the "Administrative Agent"), as amended by the First Amendment to Unit Purchase Agreement dated as of September 24, 2012 (as amended, the "Unit Purchase Agreement"). Unless otherwise defined herein, terms defined in the Unit Purchase Agreement shall be used herein as therein defined. As used herein, the term "Amendment" means this Amendment No. 2 to Unit Purchase Agreement.

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