Exhibit 10.1
Amendment No. 2
to the
Syntroleum Corporation Secured Promissory
Note
Dated May 8, 2002
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 8 th day of May 2002, pursuant to which
Lender agreed to lend to Borrower up to nineteen million dollars
(US$ 19,000,000.00) 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 8 th day of May 2002 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 i
