REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2011 • USA Synthetic Fuel Corp • Natural gas distribution • New York
USA Synthetic Fuel Corporation, a Delaware Corporation, Suite 1600, 312 Walnut Street, Cincinnati, OH 45202 (hereinafter referred to as the “Company”),
INVESTMENT AGREEMENTInvestment Agreement • April 19th, 2011 • USA Synthetic Fuel Corp • Natural gas distribution • New York
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to twenty million dollars ($20,000,000) to purchase the Company's Common Stock, at $0.0001 par value per share (the "Common Stock"); and
RESERVE EQUITY FINANCING AGREEMENTReserve Equity Financing Agreement • May 25th, 2011 • USA Synthetic Fuel Corp • Natural gas distribution • New York
THIS AGREEMENT dated as of the 16th day of May 2011 (the “Agreement”) between AGS Capital Group, LLC (the “Investor”), and USA Synthetic Fuel Corp. (the “Company”).
LICENSE AGREEMENT THE E-GAS™ TECHNOLOGYLicense Agreement • October 21st, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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”).
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, 2007Purchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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”).
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 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
This Agreement, including Exhibit A attached hereto, is entered into between USA Synthetic Fuel Corporation, a Delaware corporation ("Company"), on its behalf and on behalf of its subsidiaries, affiliates, successors and assigns, and Daniel W. Dixon ("Employee"), to be effective as of January 1, 2013 (the "Effective Date"). Company and Employee agree as follows:
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • October 21st, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
This STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is made as of December 21, 2006 by and among OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401 (“Oxbow”) and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (“Global Energy”). Oxbow and Global each may be referred to from time to time herein as a “Party” and collectively as the “Parties”.
SIXTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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 AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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 AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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”.
CARBON DIOXIDE (“CO2“) SALES AGREEMENT between LIMA ENERGY COMPANY and CAMBRIDGE RESOURCES, LLC Business ConfidentialAgreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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.”
SECOND AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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”.
TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTEDNote Purchase Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
This Note Purchase Agreement (as the same may be amended, modified, extended, renewed, restated, replaced or supplemented from time to time, this "Agreement") is dated as of September 24, 2012, by and among LIMA ENERGY COMPANY, a corporation incorporated and existing under the laws of the State of Ohio (together with its successors and permitted assigns, the "Company"), USA SYNTHETIC FUEL CORPORATION, a corporation incorporated and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the "Parent"), THIRD EYE CAPITAL CORPORATION, as agent for the Noteholders (together with its successors in such capacity, and their respective successors and assigns, the "Administrative Agent"), and THE NOTEHOLDERS FROM TIME TO TIME PARTY HERETO.
FIRST AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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 AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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”.
PURCHASE AND SALE AGREEMENT By and Among USA SYNTHETIC FUEL CORPORATION And its wholly owned subsidiary LIMA ENERGY COMPANY as Purchasers and GLOBAL ENERGY, INC. as Seller Dated September 24, 2012Purchase and Sale Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
This PURCHASE AND SALE AGREEMENT (“Agreement”) dated September 24, 2012 is made by and among USA Synthetic Fuel Corporation, an Ohio corporation (“USASF” or “Parent”) and its wholly owned subsidiary, Lima Energy Company, an Ohio corporation (“Lima Energy” or “Purchaser” and collectively with Parent, “Purchasers”), and Global Energy, Inc., an Ohio corporation (“Global Energy” or “Seller”).
SEVENTH AMENDMENT TO AMENDED AND RESTATED SYNTHETIC NATURAL GAS PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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”).
Energy Contract Barrel of Oil Equivalent (BOE) Purchase & Sale Agreement Between Cleantech Energy Company As “Purchaser” And Interfuel E&P Ltd. As “Seller” June18, 2010Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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 AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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”.
FIRST LIEN SUBSIDIARY GUARANTYSubsidiary Guaranty • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
FIRST LIEN SUBSIDIARY GUARANTY, dated as of September 24, 2012, made by each of the Persons that are signatories hereto (the "Guarantors"), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent (in such capacity, the "Administrative Agent") for the Noteholders (as defined below) from time to time parties to the Note Purchase Agreement, dated as of September 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Note Purchase Agreement"), among the Guarantor, Lima Energy Company, an Ohio corporation (the "Company"), the Noteholders and the Administrative Agent.
EXCHANGE AGREEMENTExchange Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • 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 AGREEMENTPurchase and Sale Agreement • July 29th, 2010 • USA Synthetic Fuel Corp • Natural gas distribution
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”.
FIRST LIEN PARENT GUARANTYUSA Synthetic Fuel Corp • October 3rd, 2012 • Natural gas distribution • Ohio
FIRST LIEN PARENT GUARANTY, dated as of September 24, 2012, made by USA SYNTHETIC FUEL CORPORATION, a Delaware corporation (the "Guarantor"), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent (in such capacity, the "Administrative Agent") for the Noteholders (as defined below) from time to time parties to the Note Purchase Agreement, dated as of September 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Note Purchase Agreement"), among the Guarantor, Lima Energy Company, an Ohio corporation (the "Company"), the Noteholders and the Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2011 • USA Synthetic Fuel Corp • Natural gas distribution • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of the 16th day of May 2011 (the “Agreement”) between AGS Capital Group, LLC (the “Investor”), and USA Synthetic Fuel Corp. (the “Company”).
USA SYNTHETIC FUEL CORPORATION RESTRICTED STOCK UNIT AGREEMENT (Service-Based Vesting)Restricted Stock Unit Agreement • December 19th, 2013 • USA Synthetic Fuel Corp • Natural gas distribution • Delaware
USA Synthetic Fuel Corporation, a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the USA Synthetic Fuel Corporation 2013 Stock Incentive Plan (the “Plan”) and this Restricted Stock Unit Agreement (the “Agreement”), the following number of Restricted Stock Units, on the Date of Grant set forth below:
DRAFT – NOT EXECUTED REAL ESTATE ACQUISITION AND DEVELOPMENT AGREEMENT By and Between THE CITY OF LIMA, OHIO and LIMA ENERGY COMPANY Dated as of July 1, 2010Development Agreement • October 21st, 2010 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
This REAL ESTATE ACQUISITION AND DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2010, by and between THE CITY OF LIMA, OHIO, a municipal corporation duly organized and validly existing under the Constitution and laws of the State of Ohio and its Charter (the “City”), and LIMA ENERGY COMPANY, an Ohio corporation (the “Company”), under the circumstances summarized in the following recitals (capitalized words and terms used in the recitals have the meanings assigned to them in Article I):
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT March 31, 2014Note 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.
FIRST LIEN SECURITY AGREEMENT made by USA SYNTHETIC FUEL CORPORATION, LIMA ENERGY COMPANY, CLEANTECH ENERGY COMPANY, and CLEANTECH CORPORATION in favor of THIRD EYE CAPITAL CORPORATION, as Administrative Agent Dated as of September 24, 2012Control Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
FIRST LIEN SECURITYAGREEMENT, dated as of September 24, 2012, made by each of the signatories hereto (together with any other person or entity that may become a party hereto as provided herein, the "Grantors"), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent (in such capacity, the "Administrative Agent") for the Secured Parties (as defined in the Note Purchase Agreement referred to below).
October 28, 2008USA Synthetic Fuel Corp • July 22nd, 2010
October 28, 2008USA Synthetic Fuel Corp • July 29th, 2010 • Natural gas distribution
