IMPERIUM RENEWABLES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2007 • Imperium Renewables Inc • Washington
This Indemnification Agreement (the “Agreement”) is entered into on , 200 , between Imperium Renewables, Inc., a Washington corporation (the “Company”), and , a director, officer, or both, of the Company and/or one or more of its subsidiaries (“Indemnitee”), for good and valuable consideration as set forth below.
FIRST AMENDED AND RESTATED FINANCING AGREEMENT dated as of July 27, 2007 by and among IMPERIUM GRAYS HARBOR, LLC, as the Borrower, THE LENDERS NAMED ON THE SIGNATURE PAGES TO THIS FINANCING AGREEMENT, as the Lenders, SOCIÉTÉ GÉNÉRALE, as the...Financing Agreement • August 3rd, 2007 • Imperium Renewables Inc • Industrial organic chemicals • New York
This FIRST AMENDED AND RESTATED FINANCING AGREEMENT, dated as of July 27, 2007 (as may be further amended, modified or supplemented, this “Financing Agreement”), is by and among IMPERIUM GRAYS HARBOR, LLC, a Washington limited liability company (the “Borrower”), the Revolving Credit Lenders and Term Lenders (as each such term is defined below) named from time to time on the signature pages to this Financing Agreement (collectively, the “Lenders”), SOCIÉTÉ GÉNÉRALE, a bank organized and existing under the laws of France and acting through its New York Branch, as the administrative agent for the Lenders (together with its permitted successors and assigns in such capacity, the “Administrative Agent”), as the collateral agent for the Lenders (together with its permitted successors and assigns in such capacity, the “Collateral Agent”), and as the Disbursement Agent, Swingline Lender and LC Fronting Bank (as each such term is defined below), SG AMERICAS SECURITIES, LLC, a Delaware limited li
SEATTLE BIOFUELS, INC. KEY EMPLOYEE AGREEMENT FOR MARTIN TOBIASKey Employee Agreement • May 23rd, 2007 • Imperium Renewables Inc • Washington
This Employment Agreement between Seattle Biofuels, Inc, a Washington corporation, and Martin Tobias, a Washington resident, is dated as of May 23, 2005.
METHANOL SALES AGREEMENTMethanol Sales Agreement • May 23rd, 2007 • Imperium Renewables Inc • Texas
This METHANOL SALES AGREEMENT (the “Agreement”) is made on December 8th, 2006 between Methanex Methanol Company at 15301 Dallas Parkway, Suite 1150, Addison, TX 75001-6480, (“Seller”), and Imperium Renewables, 1418 Third Avenue, Suite 300, Seattle, WA, 98101, (“Buyer”).
SECOND AMENDED AND RESTATED BIODIESEL PURCHASE AGREEMENTBiodiesel Purchase Agreement • August 3rd, 2007 • Imperium Renewables Inc • Industrial organic chemicals • New York
THIS SECOND AMENDED AND RESTATED BIODIESEL PURCHASE AGREEMENT (“Agreement”) is made and entered into as of August 3, 2007, by and among Imperium Grays Harbor, LLC (“IPGH”), a Washington limited liability company whose parent company is Imperium Renewables, Inc., (“Imperium”), with offices located at 1741 First Avenue South, Seattle, WA 98134 and Royal Caribbean Cruises, Ltd., a Liberia corporation with offices located at 1050 Caribbean Way, Miami, FL 33132, (“RCL”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 3rd, 2007 • Imperium Renewables Inc • Industrial organic chemicals • Washington
This Unit Purchase Agreement (including all exhibits and schedules hereto, this “Agreement”) is made as of the day of September, 2006, by and among Imperium Renewables, Inc., a Washington corporation (“Imperium”), Imperium Grays Harbor, LLC, a Washington limited liability company (“IPGH”), both with offices located at 1418 Third Avenue, Suite 300, Seattle, WA 98101, and Royal Caribbean Cruises, Ltd., a Liberia corporation with offices located at 1050 Caribbean Way, Miami, FL 33132 (“RCL”).
LEASE AGREEMENTLease Agreement • May 23rd, 2007 • Imperium Renewables Inc • Washington
THIS LEASE AGREEMENT (the “Lease”) is entered into this 16th day of March, 2004, between American Life Inc., and Vincent DeLuca, Tenants in Common (“Landlord”), and John Plaza, (“Tenant”). Landlord and Tenant agree as follows:
BIODIESEL SUPPLY CONTRACTBiodiesel Supply Contract • August 21st, 2007 • Imperium Renewables Inc • Industrial organic chemicals • Hawaii
This Biodiesel Supply Contract (the “Contract”) is made on August 13, 2007, by and between HAWAIIAN ELECTRIC COMPANY, INC., a Hawaii corporation, (“HECO”) and IMPERIUM SERVICES, LLC. (“Seller”), a Washington State Limited Liability Company with its principal place of business and mailing address at 1741 First Avenue South, 3rd Floor, Seattle, WA 98134.
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • August 3rd, 2007 • Imperium Renewables Inc • Industrial organic chemicals • Washington
This Interest Purchase Agreement (“Agreement”) is entered into effective August 3, 2007 (the “Effective Date”), by and among Imperium Grays Harbor, LLC, a Washington limited liability company (the “Company”), Imperium Renewables, Inc., a Washington corporation (“Buyer”), and Royal Caribbean Cruises, Ltd. (“RCL” or “Seller”), within the following context:
IMPERIUM RENEWABLES, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 23rd, 2007 • Imperium Renewables Inc • Washington
This Second Amended and Restated Investor Rights Agreement (this “Agreement”), made as of February 7, 2007, amends and supersedes in its entirety that certain Amended and Restated Investor Rights Agreement (the “Existing Agreement”) dated October 30, 2006, by and among Imperium Renewables, Inc. (formerly Seattle Biofuels, Inc.), a Washington corporation (the “Company”), the investors listed on Exhibit A and certain Investors listed on Exhibit A-1, thereto and hereto (each, an “Investor” and, collectively, with their permitted transferees, the “Investors”), and the holders of Common Stock (the “Common Stock”) listed on Exhibit B thereto and hereto (each, a “Common Holder” and, collectively, with their permitted transferees, the “Common Holders”). Each Additional Investor, as defined below, who executes a counterpart of this Agreement, shall be and become an additional “Investor” pursuant to this Agreement.
IMPERIUM GRAYS HARBOR LLC CONSTRUCTION AGREEMENT COST PLUS FEEConstruction Agreement • May 23rd, 2007 • Imperium Renewables Inc • Washington
THIS AGREEMENT is made effective this 25th day of August, 2006, by and between Imperium Grays Harbor LLC, a Washington limited liability company (the “Owner”) and JH Kelly LLC, a Washington limited liability company (the “Contractor”). Each of the Owner and the Contractor may be referred to as a “Party” and collectively as the “Parties.”
PORT OF GRAYS HARBOR LEASE NO. 1014Imperium Renewables Inc • May 23rd, 2007 • Washington
THIS AGREEMENT OF LEASE entered into by and between the PORT OF GRAYS HARBOR, a municipal corporation of the State of Washington, as Lessor, hereinafter referred to as “Owner”, and IMPERIUM GRAYS HARBOR, LLC a Washington limited liability company, as Lessee, hereinafter referred to as “Tenant” is dated as of May 15, 2006.
IMPERIUM RENEWABLES, INC. SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 29th, 2007 • Imperium Renewables Inc • Industrial organic chemicals • Washington
This Second Amended and Restated Voting Agreement (this “Agreement”), made and entered into as of February 7, 2007, amends and supersedes in its entirety that certain Amended and Restated Voting Agreement (the “Existing Agreement”) dated as of October 30, 2006 by and among Imperium Renewables, Inc. (formerly Seattle Biofuels, Inc.), a Washington corporation (the “Company”), the investors listed on Exhibit A and certain Investors listed on Exhibit A-1, thereto and hereto (each, an “Investor” and, collectively, with their permitted transferees, the “Investors”), and the holders of Common Stock listed on Exhibit B thereto and hereto (each, a “Common Holder” and, collectively, with their permitted transferees, the “Common Holders”). The Company, the Common Holders, and the Investors are individually each referred to herein as a “Holder” and are collectively referred to herein as the “Holders.” Each Additional Investor, as defined below, who executes a counterpart of this Agreement, will be
Sublease AgreementSublease Agreement • June 29th, 2007 • Imperium Renewables Inc • Industrial organic chemicals
This Sublease Agreement, dated as of May 17, 2007, between McCann Erickson USA, Inc., a Delaware corporation, having offices at 622 Third Avenue, New York, New York 10017 (“Sublandlord”) and Imperium Renewables, Inc., a Washington corporation, having offices at 1481 Third Avenue, Suite 300, Seattle, WA 98101 (“Subtenant”), is hereinafter referred to as the “Sublease”.
OPERATING AGREEMENT OF IMPERIUM GRAYS HARBOR, LLC Dated as of September 20, 2006Operating Agreement • August 3rd, 2007 • Imperium Renewables Inc • Industrial organic chemicals • Washington
THIS OPERATING AGREEMENT (this “Agreement”) of IMPERIUM GRAYS HARBOR, LLC, a Washington limited liability company (the “Company”) is dated effective as of September 20, 2006 (the “Effective Date”) by and among Imperium Renewables, Inc., a Washington corporation (“Imperium”), with offices located at 1418 Third Avenue, Suite 300, Seattle, WA 98101, and Royal Caribbean Cruises, Ltd., a Liberia corporation with offices located at 1050 Caribbean Way, Miami, FL 33132 (“RCL”), and those Persons whose names are set forth on Exhibit A as attached hereto along with their permitted successors and assigns (the “Members”), together with any other Persons who become Members in the Company as provided herein.
STERLING BUILDING LEASE AGREEMENTSterling Building Lease Agreement • May 23rd, 2007 • Imperium Renewables Inc • Washington
The undersigned (“Tenant”) hereby warrants, represents and certifies to and agrees with , , whose mailing address is (“Lender”), the following statements set forth below in this Tenant Estoppel Certificate (the “Certificate”) with the understanding that Lender is relying on such warranties, representations, certifications and agreements in this Certificate as an inducement to the Lender in making a permanent loan (the “Loan”) to (“Landlord”), secured by, among other things, that certain deed of trust/mortgage, assignment of rents and security agreement executed (or to be executed) by Landlord for the benefit of Lender (the “Instrument”) encumbering the land and buildings located on the property as more particularly described on Exhibit A attached hereto (the “Mortgaged Property”). Based upon the foregoing, Tenant hereby warrants, represents and certifies as follows:
MARKETING AND EXCLUSIVITY CONTRACT FOR BIODIESELMarketing and Exclusivity Contract for Biodiesel • June 29th, 2007 • Imperium Renewables Inc • Industrial organic chemicals • New York
This Marketing and Exclusivity Contract for Biodiesel (the “Contract”) is made this 15th day of June, 2007, by and between CONSTELLATION ENERGY COMMODITIES GROUP, INC., with a principal place of business and mailing address at 111 Market Place, Suite 500, Baltimore MD 21202 (“Constellation”), and IMPERIUM SERVICES LLC, a Washington limited liability company and subsidiary of Imperium Renewables, Inc. (“Seller”, and together with Constellation, the “Parties” and each a “Party”), with a principal place of business and mailing address at 1418 Third Avenue, Suite 300, Seattle, Washington 98101.
