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Exhibit
10.2
Amendment No. 2
to the
Syntroleum Corporation
Secured Promissory Note
Dated February 1,
2003
THIS AMENDMENT NO. 2 (the
“Amendment”) is entered into and made effective on the
4th day of March 2005 (the “Effective Date”), by and
between MARATHON OIL COMPANY, an Ohio Corporation
(“Marathon” or “Lender”), and SYNTROLEUM
CORPORATION, a Delaware Corporation (“Syntroleum” or
“Borrower”).
WHEREAS, Lender and Borrower
are parties to a Syntroleum Corporation Secured Promissory Note
entered into as of the 1st day of February 2003, pursuant to which
Lender agreed to lend to Borrower up to two million three hundred
thousand dollars (US$ 2,300,000.00) upon the terms and conditions
contained therein; and
WHEREAS, Lender and Borrower
amended the Syntroleum Corporation Secured Promissory Note by the
Amendment No. 1 entered into as of the 9 th
day of June
2004, pursuant to which Lender agreed to amend and modify the Note
upon the terms and conditions contained therein; and
WHEREAS, Lender and Borrower
desire to further amend certain terms and conditions of the Note as
set forth herein.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
Section 1. Merger of Note
and Prior Amendments. For the purposes of this Amendment, the
Syntroleum Secured Promissory Note entered into as of the 1
st day of February 2003 and the Amendment No. 1
entered into as of the 9 th day of June 2004 shall
collectively be referred to henceforth as the “Note,”
subject to the conditions, covenants and modifications
thereof.
Section 2.
Definitions. For the purposes of this Amendment, terms used
herein and not otherwise defined herein shall have the same meaning
as set forth in the Note.
Section 3. Amendment to
Section 1(k). The definition of Maturity Date set forth in
Section 1(k) in the Note is hereby deleted in its entirety and is
hereby replaced with the following: “Maturity Date means
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