Exhibit 10.22
CONFIDENTIAL
Memorandum of Understanding (MOU)
between Rentech
Development Corporation and Baard
Generation, L.L.C. For
the Co-Development of the
Ashtabula and Coshocton poly-
generation plants
April 29, 2005
The purpose of this Memorandum of Understanding
(MOU) is to set forth the understanding between the parties
regarding Rentech Development Corporation’s (RDC), or its
assigns, potential co-development opportunity with Baard
Generation, L.L.C. (Baard) at its two Ohio projects.
Whereas Baard is currently developing two
projects in Ohio, Ashtabula Clean Fuels, L.L.C. (Ashtabula) and
Coshocton Clean Fuels L.L.C. (Coshocton) (individually the Project
or jointly the Projects) for the purpose of selling FT Liquids to
the Department of Defense and RDC is interested in jointly
developing FT Liquid projects with Baard at these two sites or
licensing FT technology to Baard at these two sites.
Whereas the parties would like to
begin the process of co-developing a FT Liquids plant for each
Project.
Whereas RDC has expertise, patents and
technology to assist with the planning, development and
optimization of the gasification of coal and co-production of FT
fuels and fertilizers.
Whereas Baard has expressed interest in having
RDC co-develop the Projects or licensing FT Technology to the
Projects while Baard retains majority interest and leads the
development efforts with its experience in project development and
electrical power generation.
Whereas the parties to this Agreement desire and
are willing to work with each other in defining and evaluating the
opportunities, negotiating and structuring development agreements
for each Project subject to mutual detailed evaluation of the
potential Projects and due-diligence..
Co-Development Opportunities
The two development opportunities in Ohio have
been previously planned as Integrated Coal Gasification and
Combined Cycle plants (IGCC’s) by Baard.
The opportunities to modify the projects to FT
Liquid production plants in addition to the IGCC facilities are
being considered and RDC will work with Baard to evaluate the
opportunities and define the Projects for each site while
structuring a co-development agreement for each Project.
CONFIDENTIAL
The parties expect such evaluation to be
completed with the Projects defined and the co-development
agreement structured within six (6) months from the date of
this MOU. [If a mutually acceptable co-development agreement can be
reached and the evaluation and the due-diligence results are
acceptable, a formal Co-Development Agreement will be negotiated
and executed].
RDC and Baard will be investing significant time
and money to perform the evaluation efforts and each will bring its
expertise, time and experience to the project. The efforts to bring
state or government funds to help finance the project development
efforts have already been started by Baard and certain aspects will
continue on as a joint effort.
Payment and compensation for the development and
planning efforts
Both parties will absorb their individual
cos
