SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, as Grantor RENEGY, LLC, an Arizona limited liability company, as Grantor RENEGY TRUCKING, LLC, an Arizona limited liability company, as Grantor and COBANK, ACB, as Collateral AgentSecurity Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
AMONGCredit Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
among RENEGY HOLDINGS, INC., a Delaware corporation, as Pledgor RENEGY, LLC, an Arizona limited liability company, as Borrower RENEGY TRUCKING, LLC, an Arizona limited liability company, as Borrower SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona...Pledge Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
Exhibit 10.26 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of August 30, 2007, amends the Credit Agreement, dated as of September 1, 2006, among SNOWFLAKE WHITE MOUNTAIN POWER, LLC...Credit Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
RECITALSLease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
RECITALSConsent and Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
Exhibit 10.41 REMARKETING AGREEMENT THIS REMARKETING AGREEMENT (the "Agreement") dated as of September 1, 2006 is made by and between Snowflake White Mountain Power, LLC (the "Company"), an Arizona limited liability company and a wholly-owned indirect...Remarketing Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
Exhibit 10.30 REVOLVING NOTERenegy Holdings, Inc. • November 14th, 2007 • Engines & turbines
For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an Arizona limited liability company (collectively, "Borrowers"). unconditionally jointly and severally promise to pay to Cobank, ACB ("Lender"), at the office of CoBank, ACB, acting as administrative agent under the Credit Agreement described below, located at 5500 Quebec Street, Greenwood Village, CO 80111, in lawful money of the United States of America and in immediately available funds, the principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000), or if less, the aggregate unpaid and outstanding principal amount of the Revolving Loans advanced by Lender to Borrowers pursuant to that certain Credit Agreement, dated as of September 1, 2006 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Borrowers, CoBank, ACB, as letter of credit issuer,
Exhibit 10.27 THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT This THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this "Agreement") is entered into as of October 1, 2007 in connection with (i) that certain Credit Agreement, dated as of September 1,...Credit Agreement and Consent • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
Exhibit 10.25 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June 27, 2007, amends the Credit Agreement (as further amended from time to time, the "Credit Agreement"), dated as of September...Credit Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
ANDLoan Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
Exhibit 10.18 PERSONAL GUARANTY AGREEMENT This Guaranty Agreement (the "Guaranty") is made by Robert M. Worsley and Christi M. Worsley, husband and wife (collectively "Guarantor"), jointly and severally, in favor of Salt River Project Agricultural...Personal Guaranty Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
BETWEENBond Pledge Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • New York
AMONGCertificate and Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
LEASE EXTENSION AGREEMENTLease Extension Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
This LEASE EXTENSION AGREEMENT (the “First Extension”) is made this 18th day of June, 2007 and is made a part of that certain Lease dated August 28, 2006, between WARNER COURTYARDS, LLC., an Arizona Limited Liability Company, METZGER WARNER COURTYARDS, LLC., a Delaware Limited Liability Company, PARK 3020, LLC., an Arizona Limited Liability Company, and PARK 3030, LLC., an Arizona Limited Liability Company, (“Landlord”) and CATALYTICA ENERGY SYSTEMS, INC., a Delaware Corporation (“Tenant”) regarding Suite 132 at the Warner Courtyards project, 301 W. Warner Road, Tempe, Arizona.
CATALYTICA ENERGY SYSTEMS, INC. CONSULTING AGREEMENTConsulting Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
This Consulting Agreement (“Agreement”) is entered into effective as of January 1, 2007 by and between Catalytica Energy Systems, Inc. (together with its direct and indirect subsidiaries, including but not limited to SCR-Tech LLC (“SCR-Tech”) and CESI-SCR, Inc., the “Company”) and Richard A. Abdoo (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company with respect to SCR-Tech, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into effective the 29th day of December, 2006 (“Effective Date”) by and between Clariant Corporation (“Landlord”), with an address of 4000 Monroe Road, Charlotte, NC 28205, Attention: General Counsel, and SCR-Tech, LLC (“Tenant”), with an address of 11701 Mt. Holly Road, Charlotte, NC 28214, Attention: Office Administrator. This Amendment modifies and amends the Lease Agreement dated December 16, 2002 between Landlord and Tenant, as amended in the First Amendment to Lease Agreement effective January 1, 2004 (collectively, the “Lease”).
ASSET PURCHASE AGREEMENT by and between Catalytica Energy Systems, Inc. as Seller and Eaton Corporation as Buyer Dated as of October 25, 2006Asset Purchase Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of October 25, 2006, is made by and among CATALYTICA ENERGY SYSTEMS, INC., a Delaware corporation (“Seller”), and EATON CORPORATION, an Ohio corporation (“Buyer”). Capitalized terms are used in this Agreement with the meanings assigned those terms in Appendix A hereto.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 200___by and between Catalytica Energy Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
OFFICE LEASE AGREEMENT CATALYTICA ENERGY SYSTEMS, INC. WARNER COURTYARDS 301 WEST WARNER RD. Suite # 134Office Lease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
THIS OFFICE LEASE AGREEMENT, dated October 15, 2007 is made and entered into by WARNER COURTYARDS. LLC, an Arizona Limited Liability Company, PARK 3020, LLC, an Arizona Limited Liability Company, PARK 3030, LLC, an Arizona Limited Liability Company, and METZGER WARNER COURTYARDS, LLC, a Delaware Limited Liability Company, (Collectively the “Landlord”) and CATALYTCA ENERGY SYSTEMS, INC.. a Delaware Corporation (the “Tenant”). In consideration of the mutual promises and representations set forth in this Lease. Landlord and Tenant agree as follows:
LICENSE AGREEMENTLicense Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • California
THIS LICENSE AGREEMENT (“Agreement”) is dated as of September 29, 2006 (“Effective Date”), by and between Catalytica Energy Systems, Inc., a Delaware corporation (“CESI”), and Kawasaki Heavy Industries, Ltd., a Japanese corporation (“Kawasaki”).
AGREEMENT BETWEEN RENEGY, LLC MANUFACTURER AND LONG BEACH SHAVINGS CO., INC., BUYERAgreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
ContractConsent and Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
This CONSENT AND AGREEMENT, dated as of September 1, 2006 (“Consent’”), is entered into by and among ABITIBI CONSOLIDATED SALES CORP., a Delaware corporation (together with its permitted successors and assigns, “Landlord”), COBANK, ACB, as lender and/or as agent for a group of lenders (in such capacity, and together with any successor agent or lender, “Lender”), and, solely in connection with Section 1.1(c) and Section 3 herein, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (“Tenant”).
CATALYTICA ENERGY SYSTEMS, INC./SCR-TECH LLC/CESI-SCR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • North Carolina
This Employment Agreement (the “Agreement”) is made and entered into between and among William J. McMahon III (the “Employee”), Catalytica Energy Systems, Inc. (the “Company”), SCR-Tech LLC (“SCR-Tech”) and CESI-SCR, Inc., a wholly-owned subsidiary of the Company and the manager of SCR-Tech (“CESI-SCR”), effective as of January 1, 2007 (the “Effective Date”). This Agreement replaces and supersedes in their entirety (i) the letter agreement between the Company and Employee dated March 16, 2005, and (ii) the SCR-Tech, LLC Change of Control Severance Agreement between and among the Company, SCR-Tech LLC and Employee dated March 17, 2005 (the “Prior Agreements”).
RECITALSRenewable Energy Purchase and Sale Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
ATTACHMENT A Form Of Service Agreement For Firm Point-To-Point Transmission Service Umbrella Short-TermService Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
ContractConsent and Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
This CONSENT AND AGREEMENT, dated as of September 1, 2006 (this “Consent”), is entered into by and among SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT (“SRP”), an Arizona agricultural improvement district (together with its permitted successors and assigns), COBANK, ACB, as lender (in its capacity as Administrative Agent under the Credit Agreement described below), (“Lender”), and SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company (“Borrower”), SRP, Lender and Borrower may be referred to individually as “Party” and collectively as “Parties.”
Lease Agreement Basic Lease InformationLease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • North Carolina
Renewal Terms: carry-over basis (rent in effect on June 30, 2012 will be the new base rent as of the 1st day of the first optional Renewal Term; rent in effect on June 30, 2017 will be the new base rent as of the 1st day of the second optional Renewal Term)
STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT (LGIA) BETWEEN ARIZONA PUBLIC SERVICE COMPANY AND, TOGETHER, ABITIBI CONSOLIDATED SALES CORPORATION AND SNOWFLAKE WHITE MOUNTAIN POWER, LLC APS CONTRACT NO. 52023Interconnection Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
THIS STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT (“Agreement”) is made and entered into this 1st day of November 2006, by and between Abitibi Consolidated Sales Corporation (“Abitibi”), a corporation organized and existing under the laws of the State of Delaware, and Snowflake White Mountain Power, LLC (“Snowflake”), a corporation organized and existing under the laws of the State of Arizona (collectively, the “Interconnection Customer” with a Large Generating Facility), and Arizona Public Service Company (“APS”), a corporation organized and existing under the laws of the State of Arizona (“Transmission Provider and/or Transmission Owner”). Abitibi and Snowflake hereby agree to be jointly and severally responsible for all rights and obligations attributed to the Interconnection Customer as such are set forth in this Agreement. Interconnection Customer and Transmission Provider each may be referred to as a “Party” or collectively as the “Parties.”
Exhibit 10.35 SPONSOR GUARANTY This SPONSOR GUARANTY ("GUARANTY"), dated as of September 1, 2006, is entered into by and between Robert M. Worsley and Christi M. Worsley (individually, a "GUARANTOR" and collectively, "GUARANTORS") and CoBank, ACB, as...Sponsor Guaranty • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
12,001,890 New York, New York Note No. 1 September 8,2006 For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an...Construction Note • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines
For value received, the undersigned, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability company, RENEGY, LLC, an Arizona limited liability company, and RENEGY TRUCKING, LLC, an Arizona limited liability company (collectively, "Borrowers"). unconditionally jointly and severally promise to pay to Cobank, ACB ("Lender"), at the office of CoBank, ACB, acting as Administrative Agent under the Credit Agreement described below, located at 5500 S. Quebec Street, Greenwood Village, CO 80111, in lawful money of the United States of America and in immediately available funds, the principal amount of TWELVE MILLION ONE THOUSAND EIGHT HUNDRED NINETY DOLLARS ($12,001,890), or if less, the aggregate unpaid and outstanding principal amount of the Construction Loans advanced by Lender to Borrowers pursuant to that certain Credit Agreement, dated as of September 1, 2006 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Borrowers, Coba
EXHIBIT 10.42 LEASE AGREEMENTGround Lease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
RECITALSLease Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
ASSET PURCHASE AGREEMENT BY AND BETWEEN KAWASAKI HEAVY INDUSTRIES, LTD. AND CATALYTICA ENERGY SYSTEMS, INC. June 30, 2006Asset Purchase Agreement • November 14th, 2007 • Renegy Holdings, Inc. • Engines & turbines • California
THIS ASSET PURCHASE AGREEMENT, dated as of June 30, 2006 (this “Agreement”), is by and among KAWASAKI HEAVY INDUSTRIES, LTD., a Japanese corporation (the “Purchaser”) and CATALYTICA ENERGY SYSTEMS, INC., a Delaware corporation (the “Seller”). KAWASAKI GAS TURBINES – AMERICAS, a division of KAWASAKI MOTORS CORP., U.S.A., a Delaware corporation (“KGT-A”) joins this Agreement for purposes of Section 6.8 only.
39,250,000 The Industrial Development Authority of the City of Show Low, Arizona Solid Waste Disposal Revenue Bonds (Snowflake White Mountain Power, LLC Project) Series 2006 Exhibit 10.40 BOND PURCHASE AGREEMENTRenegy Holdings, Inc. • November 14th, 2007 • Engines & turbines
