EX-10.1






EIGHTH AMENDMENT TO CREDIT AGREEMENT




This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of
September 30, 2008 in connection with that certain Credit Agreement, dated as of September 1, 2006,
among SNOWFLAKE WHITE MOUNTAIN POWER, LLC (“SWMP”), RENEGY, LLC (“Renegy”), RENEGY
TRUCKING, LLC (together with Renegy and SWMP, the “Borrowers”), the financial institutions
from time to time party thereto (collectively, the “Lenders”) and COBANK, ACB, as
administrative agent for the Lenders, as letter of credit issuer, collateral agent and as a Lender,
as amended (as further amended from time to time, the “Credit Agreement”). Capitalized
terms used herein but not defined shall have the meaning given to them in the Credit Agreement and
section references refer to sections of the Credit Agreement unless otherwise stated.



WHEREAS, the Borrowers have requested that the Required Lenders agree to amend the Credit
Agreement in certain respects as set forth herein.



NOW THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:



1. Amendment. The Credit Agreement is hereby amended as follows:




(a) The definition of “Date Certain” in the Credit Agreement is amended to read in full
as follows:



“Date Certain” means December 31, 2008.




(b) In connection with the extension of the Date Certain and its effect on the
Construction Loan Maturity Date, Exhibit I-1 to the Credit Agreement is hereby amended,
restated and replaced in its entirety with Exhibit I-1 to this Agreement.




(c) In connection with the extension of the Date Certain and its effect on the
Construction Loan Maturity Date, Exhibit I-2 to the Credit Agreement is hereby amended,
restated and replaced in its entirety with Exhibit I-2 to this Agreement.



2. Representations and Warranties. The Borrowers represent and warrant to the
Administrative Agent and the undersigned Lender as follows:




(a) The representations and warranties made by the Borrowers in Article 4 of the Credit
Agreement and each other Credit Document are true and correct in all material respects on
and as of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date.




(b) No Default or Event of Default has occurred and is continuing.




(c) No Material Adverse Effect has occurred and is continuing.



3. Effect of Agreement. This Agreement, together with each exhibit referred and
attached hereto, constitutes the entire and only understanding and agreement among the parties, and
supersedes all proposals, oral or written, all negotiations, conversations or discussions among the
parties, with respect to the subject matter hereof. The execution, delivery and effectiveness of
this Agreement shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent.



4. Headings. The headings in this Agreement are for convenience of reference only and
are not part of the substance hereof.



5. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without reference to rules of conflicts of laws (other than
Section 5-1401 of the New York General Obligations Law).



6. Enforceability. Should any one or more of the provisions of this Agreement be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.



7. Counterparts. This Agreement may be executed in multiple originals and by
counterpart.



[Remainder of Page Intentionally Left Blank.]




IN WITNESS HEREOF, the parties have caused this Eighth Amendment to Credit Agreement to be
duly executed by their officers duly authorized as of the date first above written.




SNOWFLAKE WHITE MOUNTAIN POWER, LLC,


as Borrower




By:  /s/ Robert M. Worsley




	 	 	Robert M. Worsley






	 	 	 	Manager






RENEGY, LLC,






as Borrower




By:  /s/ Robert M. Worsley




	 	 	Robert M. Worsley






	 	 	 	Manager






RENEGY TRUCKING, LLC,






as Borrower




By:  /s/ Robert M. Worsley




	 	 	Robert M. Worsley






	 	 	 	Manager






COBANK, ACB,






as Administrative Agent and a Lender




By:  /s/ Dale Keyes




	 	 	Dale 

Keyes

Vice President, Energy Banking Group




1









Exhibit I-1




TERM LOAN AMORTIZATION SCHEDULE




LOAN AMOUNT = $9,301,890.00




	 	 	 	 	 	 	 	 	 	 	 
	Quarter	 	Payment Date	 	New %	 	New Amount
	1

	 	01/01/2009
	 	 	4.363449	%	 	$	405,883.23	 
	 

	 	 
	 	 	 	 	 	 	 	 
	2

	 	04/01/2009
	 	 	4.410878	%	 	$	410,295.03	 
	 

	 	 
	 	 	 	 	 	 	 	 
	3

	 	07/01/2009
	 	 	4.458915	%	 	$	414,763.34	 
	 

	 	 
	 	 	 	 	 	 	 	 
	4

	 	10/01/2009
	 	 	4.507567	%	 	$	419,288.91	 
	 

	 	 
	 	 	 	 	 	 	 	 
	5

	 	01/01/2010
	 	 	4.556843	%	 	$	423,872.50	 
	 

	 	 
	 	 	 	 	 	 	 	 
	6

	 	04/01/2010
	 	 	4.606751	%	 	$	428,514.88	 
	 

	 	 
	 	 	 	 	 	 	 	 
	7

	 	07/01/2010
	 	 	4.657299	%	 	$	433,216.84	 
	 

	 	 
	 	 	 	 	 	 	 	 
	8

	 	10/01/2010
	 	 	4.708497	%	 	$	437,979.18	 
	 

	 	 
	 	 	 	 	 	 	 	 
	9

	 	01/01/2011
	 	 	4.760352	%	 	$	442,802.69	 
	 

	 	 
	 	 	 	 	 	 	 	 
	10

	 	04/01/2011
	 	 	4.812874	%	 	$	447,688.20	 
	 

	 	 
	 	 	 	 	 	 	 	 
	11

	 	07/01/2011
	 	 	4.866071	%	 	$	452,636.54	 
	 

	 	 
	 	 	 	 	 	 	 	 
	12

	 	10/01/2011
	 	 	4.919952	%	 	$	457,648.55	 
	 

	 	 
	 	 	 	 	 	 	 	 
	13

	 	01/01/2012
	 	 	4.974527	%	 	$	462,725.07	 
	 

	 	 
	 	 	 	 	 	 	 	 
	14

	 	04/01/2012
	 	 	5.029806	%	 	$	467,866.98	 
	 

	 	 
	 	 	 	 	 	 	 	 
	15

	 	07/01/2012
	 	 	5.085796	%	 	$	473,075.14	 
	 

	 	 
	 	 	 	 	 	 	 	 
	16

	 	10/01/2012
	 	 	5.142508	%	 	$	478,350.46	 
	 

	 	 
	 	 	 	 	 	 	 	 
	17

	 	01/01/2013
	 	 	5.199952	%	 	$	483,693.82	 
	 

	 	 
	 	 	 	 	 	 	 	 
	18

	 	04/01/2013
	 	 	5.250111	%	 	$	488,359.54	 
	 

	 	 
	 	 	 	 	 	 	 	 
	19

	 	07/01/2013
	 	 	5.309535	%	 	$	493,887.12	 
	 

	 	 
	 	 	 	 	 	 	 	 
	20

	 	10/01/2013
	 	 	5.369740	%	 	$	499,487.32	 
	 

	 	 
	 	 	 	 	 	 	 	 
	21

	 	01/01/2014
	 	 	3.008578	%	 	$	279,854.66	 
	 

	 	 
	 	 	 	 	 	 	 	 






2




Exhibit I-2




RENEGY PRINCIPAL PAYMENTS




LOAN AMOUNT = $1,492,123.00




	 	 	 	 	 	 	 	 	 	 	 
	Quarter	 	Payment Date	 	New %	 	New Amount
	1

	 	01/01/2009
	 	 	4.4329424	%	 	$	77,412.40	 
	 

	 	 
	 	 	 	 	 	 	 	 
	2

	 	04/01/2009
	 	 	4.5121812	%	 	$	78,594.74	 
	 

	 	 
	 	 	 	 	 	 	 	 
	3

	 	07/01/2009
	 	 	4.5928365	%	 	$	79,798.22	 
	 

	 	 
	 	 	 	 	 	 	 	 
	4

	 	10/01/2009
	 	 	4.6749334	%	 	$	81,023.21	 
	 

	 	 
	 	 	 	 	 	 	 	 
	5

	 	01/01/2010
	 	 	4.7584979	%	 	$	82,270.09	 
	 

	 	 
	 	 	 	 	 	 	 	 
	6

	 	04/01/2010
	 	 	4.8435560	%	 	$	83,539.26	 
	 

	 	 
	 	 	 	 	 	 	 	 
	7

	 	07/01/2010
	 	 	4.9301346	%	 	$	84,831.12	 
	 

	 	 
	 	 	 	 	 	 	 	 
	8

	 	10/01/2010
	 	 	5.0182607	%	 	$	86,146.07	 
	 

	 	 
	 	 	 	 	 	 	 	 
	9

	 	01/01/2011
	 	 	5.1079622	%	 	$	87,484.53	 
	 

	 	 
	 	 	 	 	 	 	 	 
	10

	 	04/01/2011
	 	 	5.1992670	%	 	$	88,846.91	 
	 

	 	 
	 	 	 	 	 	 	 	 
	11

	 	07/01/2011
	 	 	5.2922039	%	 	$	90,233.64	 
	 

	 	 
	 	 	 	 	 	 	 	 
	12

	 	10/01/2011
	 	 	5.3868020	%	 	$	91,645.16	 
	 

	 	 
	 	 	 	 	 	 	 	 
	13

	 	01/01/2012
	 	 	5.4830911	%	 	$	93,081.91	 
	 

	 	 
	 	 	 	 	 	 	 	 
	14

	 	04/01/2012
	 	 	5.5811014	%	 	$	94,544.35	 
	 

	 	 
	 	 	 	 	 	 	 	 
	15

	 	07/01/2012
	 	 	5.6808635	%	 	$	96,032.92	 
	 

	 	 
	 	 	 	 	 	 	 	 
	16

	 	10/01/2012
	 	 	5.7824090	%	 	$	97,548.10	 
	 

	 	 
	 	 	 	 	 	 	 	 
	17

	 	01/01/2013
	 	 	5.8857695	%	 	$	99,090.37	 
	 

	 	 
	 	 	 	 	 	 	 	 







3