DC8337.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








	
EXHIBIT 10.1







	
SCHEDULE Z AMENDMENT







     THIS SCHEDULE Z AMENDMENT AGREEMENT, dated as of February 16, 2010 (the "Schedule Z Amendment Agreement"),
is entered into by and among the signatories hereto.


	
RECITALS







     WHEREAS, the Parties hereto have entered into one or more documents (the "Schedule Z Documents") to which a
cumulative definitions annex has been attached as Schedule Z thereto


("Schedule Z"); and


     WHEREAS, on December 4, 2009 the Parties amended Schedule Z, a copy of which is attached hereto as Exhibit
A, and several of the Schedule Z Documents; and


     WHEREAS, the Parties hereto desire to again amend Schedule Z attached to each Schedule Z Document.


     NOW THEREFORE in consideration of the foregoing and the mutual agreements herein, together with other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties, intending to be bound hereby, agree that:


A. The definition in Schedule Z for "Guaranteed Final Completion Date" shall be deleted in its entirety and replaced in its entirety with
the amended definition below, effective for all purposes under any Schedule Z Document from and after the date hereof, including as to the interpretation or application of these definitions with respect to historical matters arising under or
otherwise relating to any terms and conditions of any Schedule Z Document:


"Guaranteed Final Completion Date" means June 30, 2010. [ASA, CA, EPC, O&M, Schedule Z]


B. The definition in Schedule Z for "Raser Note" shall be deleted in its entirety and replaced in its entirety with the amended definition
below, effective for all purposes under any Schedule Z Document from and after the date hereof, including as to the interpretation or application of these definitions with respect to historical matters arising under or otherwise relating to any
terms and conditions of any Schedule A Document:


"Raser Note" means the Amended and Restated Promissory Note delivered by Raser, IRP, Raser Power, Western Renewable Power,
LLC, RT Patent Company, Inc. and CRP to MLE in the amount owing to MLE under the Raser Guaranty upon the expiration thereof as the result of any shortfall in the amount paid by the Company to MLE under the Redemption Note. [ASA, EPC, Schedule Z]











C. The definition in Schedule Z for "Raser Guaranty" shall be deleted in its entirety and replaced in its entirety with the amended
definition below, effective for all purposes under any Schedule Z Document from and after the date hereof, including as to the interpretation or application of these definitions with respect to historical matters arising under or otherwise relating
to any terms and conditions of any Schedule A Document:


"Raser Guaranty" means the Guaranty, dated as of December 4, 2009 and as amended on February 16, 2010 by that certain
Amendment to Guaranty, made by Raser, IRP, Raser Power, Western Renewable Power, LLC, RT Patent Company, Inc. and CRP in favor of MLE to guaranty payment of the Redemption Note. [Schedule Z]


	
D. General Provisions:






	
1.      		
The Company shall cause to be paid to the Lender a fee of $150,000 as consideration for execution of this Schedule Z Amendment.	
	 
	
2.      		
This Schedule Z Amendment Agreement is deemed effective as of and from the date first above written.	
	 
	
3.      		
All capitalized terms used herein which are not defined herein shall have the meaning set forth in Schedule Z unless the contrary intent appears.	
	 
	
4.      		
Except as specifically amended hereby, each Schedule Z Document shall continue in full force and effect in accordance with the provisions of such Schedule Z Document, and nothing contained herein shall be construed as a waiver or
modification of any existing rights and claims under such documents except as such Schedule Z Documents are expressly modified hereby.	
	 
	
5.      		
From and after the effectiveness of this Schedule Z Amendment Agreement, all references in each Schedule Z Document and in Schedule Z to Schedule Z shall be deemed to be references to Schedule Z as currently amended.	
	 
	
6.      		
This Schedule Z Amendment Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.	
	 
	
7.      		
This Schedule Z Amendment Agreement shall in all respects be governed by and construed in accordance with the laws the State of New York, without giving effect to any choice of law rules thereof which may permit or require the
application of the laws of another jurisdiction. The Parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York in the county of New York or of the United States of America in the Southern District of New York and
hereby waive, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in an such action or proceeding in any such court.	
	 











	
8.      		
The Parties agree that the effectiveness of this Schedule Z Amendment requires the signature and delivery of all Parties set forth on the signature pages hereto and shall be ineffective as to any individual party absent such
signatures.	
	 



	
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     IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Schedule Z Amendment Agreement to be executed by their duly authorized officers and to
be effective as of the day and year first above written.


	
PARTIES TO CREDIT AGREEMENT







THERMO NO. 1 BE-01, LLC, a Delaware limited liability company, as Company

	
By: 
		
 		
Intermountain Renewable Power, LLC 
	
	
Its: 
		
 		
Managing Member 
	
	
 
	
	
 
		
 		
By: /s/ Richard D. Clayton 
	
	
 
		
 		
Name: Richard D. Clayton 
	
	
 
		
 		
Title: Manager 
	




DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent


	
By: /s/ Christopher Polermo

Name: Christopher Polermo

Title: Assistant Vice-President







	
By: /s/ Yana Kislenko

Name: Yana Kislenko

Title: Assistant Vice-President







DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent


	
By: /s/ Christopher Polermo

Name: Christopher Polermo

Title: Assistant Vice-President







	
By: /s/ Yana Kislenko

Name: Yana Kislenko

Title: Assistant Vice-President
















	
PARTIES TO CREDIT AGREEMENT







THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey company, as Lender


	
By:_/s/ Matthew A. Baker

Name: Matthew A. Baker

Title: Vice President
















     IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Schedule Z Amendment Agreement to be executed by their duly authorized officers and to
be effective as of the day and year first above written.


PARTIES TO ACCOUNT AND SECURITY AGREEMENT


THERMO NO. 1 BE-01, LLC, a Delaware limited liability company

	
By: 
		
 		
Intermountain Renewable Power, LLC 
	
	
Its: 
		
 		
Managing Member 
	
	
 
	
	
 
		
 		
By: 
	
	
 
		
 		
Name: 
	
	
 
		
 		
Title: Manager 
	




DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent


	
By:
_________________________________

Name:

Title:



By:
_________________________________

Name:

Title:







DEUTSCHE BANK TRUST COMPANY AMERICAS, as Account Bank


	
By:
_________________________________

Name:

Title:



By:
_________________________________

Name:

Title:
















PARTIES TO ACCOUNT AND SECURITY AGREEMENT


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Securities Intermediary


	
By:
_________________________________

Name:

Title:



By:
_________________________________

Name:

Title:



ACKNOWLEDGED:







THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey company, as Administrative Lender


	
By:
_________________________________

Name:

Title:
















     IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Schedule Z Amendment Agreement to be executed by their duly authorized officers and to
be effective as of the day and year first above written.


PARTIES TO LLC OPERATING AGREEMENT


INTERMOUNTAIN RENEWABLE POWER, LLC, a Delaware limited liability company


	
By:
_________________________________

Name:

Title: Manager







COLUMBIA RENEWABLE POWER, LLC, a Delaware limited liability company.


	
By:
_________________________________

Name:

Title: Director
















     IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Schedule Z Amendment Agreement to be executed by their duly authorized officers and to
be effective as of the day and year first above written.


PARTIES TO EQUITY CAPITAL CONTRIBUTION AGREEMENT


INTERMOUNTAIN RENEWABLE POWER, LLC, a Delaware limited liability company


	
By:
_________________________________

Name:

Title: Manager







THERMO NO. 1 BE-01, LLC, a Delaware limited liability company, as Company

	
By: 
		
 		
Intermountain Renewable Power, LLC, a Delaware limited liability company 
	
	
Its: 
		
 		
Managing Member 
	
	
 
	
	
 
		
 		
By: 
	
	
 
		
 		
Name: 
	
	
 
		
 		
Title: Manager 
	




COLUMBIA RENEWABLE POWER, LLC, as Special Interest Investor


	
By:
_________________________________

Name:

Title:
















     IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Schedule Z Amendment Agreement to be executed by their duly authorized officers and to
be effective as of the day and year first above written.


PARTIES TO ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT


THERMO NO. 1 BE-01, LLC, a Delaware limited liability company, as Owner

	
By: 
		
 		
Intermountain Renewable Power, LLC 
	
	
Its: 
		
 		
Managing Member 
	
	
 
	
	
 
		
 		
By: 
	
	
 
		
 		
Name: 
	
	
 
		
 		
Title: Manager 
	




RASER TECHNOLOGIES, INC., a Delaware corporation, as Contractor


	
By:
_________________________________

Name:

Title:
















     IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Schedule Z Amendment Agreement to be executed by their duly authorized officers and to
be effective as of the day and year first above written.


PARTIES TO OPERATION AND MAINTENANCE AGREEMENT


THERMO NO. 1 BE-01, LLC, a Delaware limited liability company, as Owner

	
By: 
		
 		
Intermountain Renewable Power, LLC 
	
	
Its: 
		
 		
Managing Member 
	
	
 
	
	
 
		
 		
By: 
	
	
 
		
 		
Name: 
	
	
 
		
 		
Title: Manager 
	




RASER POWER SYSTEMS, LLC, a Delaware limited liability company, as Operator

	
By: 
		
 		
Raser Technologies, Inc. 
	
	
Its: 
		
 		
Sole Member 
	
	
 
	
	
 
		
 		
By: 
	
	
 
		
 		
Name: 
	
	
 
		
 		
Title: 
	













	
EXHIBIT A







SCHEDULE Z AS OF DECEMBER 4, 2009