FIRST AMENDMENT TO PLEDGE
AGREEMENT
This FIRST
AMENDMENT TO PLEDGE AGREEMENT (this “ Amendment
”), dated as of January 1, 2009, in connection with that
certain Pledge Agreement, dated as of October 1, 2007, (the
“ Pledge Agreement ”), by and among RENEGY
HOLDINGS, INC., a Delware corporation (“ Pledgor
”), RENEGY, LLC, an Arizona limited liability company
(“ Renegy ”), RENEGY TRUCKING, LLC, an Arizona
limited liability company (“ Renegy Trucking ”),
SNOWFLAKE WHITE MOUNTAIN POWER, LLC, an Arizona limited liability
company (“ SWMP ” and together with Renegy and
Renegy Trucking, the “ Borrowers ”) and COBANK,
ACB, in its capacity as collateral agent (together with its
successor, designees and assigns in such capacity, “
Collateral Agent ”). Capitalized terms used herein but
not defined shall have the meaning given to them in the Pledge
Agreement and section references refer to sections of the Pledge
Agreement unless otherwise stated.
WHEREAS, pursuant
to (i) that certain Membership Interest Purchase Agreement,
dated as of the date hereof, between Pledgor and AZ Biomass LLC, a
Delaware limited liability company (“ SSB ”),
and (ii) that certain Amended and Restated Limited Liability
Company Agreement of SWMP, dated as the date hereof (the “
LLC Agreement ”), between Pledgor and SSB, SSB
purchased the Class A Interest (as defined in the LLC
Agreement) in SWMP from Pledgor and has become a Member (as defined
in the LLC Agreement) of SWMP; and
WHEREAS, the
Borrowers and Pledgor have requested that the Collateral Agent
agree to amend the Pledge Agreement as set forth herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as
follows:
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1.
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Amendments . The Pledge Agreement is hereby
amended as follows:
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a.
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Recital A is hereby deleted in its
entirety and replaced with the following:
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“A. Pledgor is the sole
manager of each Borrower. Pledgor owns all of the membership
interests in Renegy and Renegy Trucking and owns all of the
Class B Interest in SWMP.”
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b.
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Section 1.1 is hereby amended
to replace the definition of “Governing Documents” with
the following definition:
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“‘ Governing
Documents ’ means each Borrower’s Articles of
Organization and, with respect to SWMP, the LLC
Agreement.”
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c.
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Section 1.1 is hereby amended
to replace the definition of “Pledgor” with the
following definition:
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“‘ Pledgor
’ means Renegy Holdings, Inc., as manager and Class B
Member.”
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d.
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Section 1.1 is hereby amended
to add the following definitions:
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“ Class B Interest
” shall have the meaning given in the LLC
Agreement.
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“ Class B Member
” shall have the meaning given in the LLC
Agreement.
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“ LLC Agreement ”
means the Amended and Restated Limited Liability Company Agreement
of SWMP, dated as of January 1, 2009, between Pledgor and AZ
Biomass LLC, a Delaware limited liability company.
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“ SSB ” means AZ
Biomass LLC, a Delaware limited liability company.
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“ SSB Pledge Agreement
” means that certain Pledge Agreement, dated as of
January 1, 2009, by and among SSB, Collateral Agent and
SWMP.
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e.
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Section 2.1(a) is hereby
deleted in its entirety and replaced with the following:
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“all of the membership
interests in Renegy and Renegy Trucking and the Class B
Interest in SWMP (the “ Pledged Equity Interests
”);”
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f.
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Section 2.1(e) is hereby
amended to replace the
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