EMPLOYMENT AGREEMENTEmployment Agreement • October 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 Harry H. Graves ("Employee"), to be effective as of September 24, 2012 (the "Effective Date"). Company and Employee agree as follows:
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.
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”).
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.
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.
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).
SUBORDINATION AGREEMENTSubordination Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
SUBORDINATION AGREEMENT, dated as of September 24, 2012, by and among GLOBAL ENERGY, INC., an Ohio corporation (together with its successors and permitted assigns, the "Subordinated Creditor"), LIMA ENERGY COMPANY, an Ohio corporation (together with its successors and permitted assigns, the "Company"), THIRD EYE CAPITAL CORPORATION, as administrative agent (together with its successors and assigns in such capacity, the "NPA Agent") for the Noteholders parties to the Note Purchase Agreement (as hereinafter defined), and THIRD EYE CAPITAL CORPORATION, as Administrative Agent (together with its successors and assigns in such capacity, (the "UPA Agent") for the Investors parties to the Unit Purchase Agreement (as hereinafter defined).
ROYALTY AGREEMENTRoyalty Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ontario
THIS ROYALTY AGREEMENT (“Agreement”) is made and entered into as of the 24th day of September, 2012, between LIMA ENERGY COMPANY (the “Payor”), an Ohio company with an address of 312 Walnut Street, Suite 1600, Cincinnati, OH 45202, THIRD EYE CAPITAL CORPORATION, as administrative agent for the Royalty Investors (together with its successors in such capacity, and their respective successors and assigns, the “Payee”), an Ontario corporation with an address of 161 Bay Street, Suite 3930, Toronto, Ontario M5J 2S1 and the ROYALTY INVESTORS FROM TIME TO TIME PARTY HERETO (each a “Royalty Investor” and, collectively, the “Royalty Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 2012, is made and entered into by and among USA SYNTHETIC FUEL CORPORATION, a corporation existing under the laws of the State of Delaware (the "Company"), STRATIVE CAPITAL, LTD., a corporation existing under the laws of the Province of Ontario, Canada, and each other Person who executes a joinder agreement in substantially the form of Exhibit A attached hereto (collectively, the "Investors" and each individually, an "Investor"). The Company and the Investors are collectively referred to in this Agreement as the “Parties” and individually as a “Party”.
THIRD EYE CAPITAL CORPORATION as "Administrative Agent" and THE INVESTORS PARTY HERETO as the "Investors" and LIMA ENERGY COMPANY as the "Company" and USA SYNTHETIC FUEL CORPORATION as the "Parent" UNIT PURCHASE AGREEMENT Dated as of September 24, 2012Unit Purchase Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ontario
This Unit 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 Investors (together with its successors in such capacity, and their respective successors and assigns, the "Administrative Agent"), and EACH OF THE INVESTORS FROM TIME TO TIME PARTY HERETO (the "Investors"). The Company, the Parent, the Administrative Agent and the Investors are collectively referred to herein from time to time as the "Parties" and individually as a "Party".
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement"), dated as of September 24, 2012, among THIRD EYE CAPITAL CORPORATION, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the "First Lien Agent") for the First Lien Secured Parties (as defined below), THIRD EYE CAPITAL CORPORATION, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the "Second Lien Agent") for the Second Lien Secured Parties (as defined below), THIRD EYE CAPITAL CORPORATION, as Administrative Agent (in such capacity, with its successors and assigns, as more specifically defined below, the "Third Lien Agent") for the Third Lien Secured Parties (as defined below), LIMA ENERGY COMPANY, an Ohio corporation (the "Company"), USA SYNTHETIC FUEL CORPORATION, a Delaware corporation (the "Parent"), CLEANTECH ENERGY COMPANY, a Wyoming corporation ("CEC"), CLEANTECH CORPORATION, a Delaware corp
SECOND 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, 2012Security Agreement • October 3rd, 2012 • USA Synthetic Fuel Corp • Natural gas distribution • Ohio
SECOND 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 Unit Purchase Agreement referred to below).
