Unassociated Document


     

    

      
        
           


        

        
           


          
          

        

        
           


          
            Exhibit
10.1

          

        

      


      CANCELLATION
AND RELEASE AGREEMENT

      


      This
Cancellation and Release (this “Agreement”) is
entered into as of January 26, 2009, between NTR Partners LLC, a Delaware
limited liability company (“Releasor”) and NTR
Acquisition Co., a Delaware corporation (“Releasee”).

      


      WHEREAS,
Releasee has issued a promissory note, dated November 2, 2007, in the aggregate
amount of up to $3,000,000 (the “Note”) for the
benefit of Occidental Petroleum Investment Co. (“Occidental”);

      


      WHEREAS,
Occidental has assigned the Note to the Releasor;

      


      WHEREAS,
as a result of the assignment of the Note to Releasor, Releasor is the “Lender”
under the Note;

      


      WHEREAS,
Releasor and Releasee each desire to cancel the Note upon the terms and
conditions described herein; and

      


      WHEREAS,
Releasee is relying on the cancellation of the Note by Releasor to prepare and
implement its plan of distribution pursuant to Section 281(b) of the General
Corporation Law of the State of Delaware, which plan of distribution is not
making any provision for payment of any amounts due under the Note;

      


      NOW,
THEREFORE, for good and valuable consideration the sufficiency of which is
hereby acknowledged, the parties agree as follows:

      


      1.  ACKNOWLEDGEMENT
OF ASSIGNMENT.  Releasee hereby acknowledges that (i) Occidental has
assigned the Note to Releasor in accordance with the terms thereof and (ii) as a
result of such assignment, Releasor is the holder of the Note and the “Lender”
thereunder.

      


      2.  CANCELLATION
OF NOTE AND RELEASE.  Subject to the terms and conditions set forth
herein, Releasor agrees to deliver to Releasee the Note marked across its face
“CANCELLED” on the date hereof.  Upon such delivery, Releasor shall
forever release and discharge Releasee of any and all of its obligations under
the Note, including any obligation to pay principal and interest.

      


      3.  BINDING
EFFECT; BENEFITS.  This Agreement shall inure to the benefit of the
parties hereto and shall be binding upon the parties hereto and their respective
successors and assigns, heirs and legal representatives.  Except as
otherwise set forth herein, nothing in this Agreement, express or implied, is
intended to confer on any person other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.  GOVERNING
LAW; JURISDICTION.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without reference to the
choice of laws thereof.  To the fullest extent permitted by applicable
law, each party hereto (i) agrees that any claim, action or proceeding by such
party arising out of, or in connection with, this Agreement shall be brought in
any New York state court located in the Borough of Manhattan, City of New York,
or any federal court located in such Borough, (ii) agrees to submit to the
exclusive jurisdiction of such courts for purposes of all actions and
proceedings arising out of, or in connection with, this Agreement, (iii)
irrevocably waives any objection which it may now or hereafter have to the
laying of the venue of any such action or proceeding brought in such a court and
any claim that any such action or proceeding brought in such a court has been
brought in an inconvenient forum and (iv) waives any right to trial by jury with
respect to any action or proceeding arising out of, or in connection with, this
Agreement.

      


      5.  NOTICES.  All
notices and other communications hereunder shall be in writing and shall be
personally delivered or sent by registered or certified mail, postage prepaid,
return receipt requested, or by
nationally recognized courier, as follows:

       

      
        	 	
                If
      to the Releasor:

              	
                NTR
      Partners LLC

              


      

      100 Mill
Plain Road

      Suite
320

      Danbury,
CT 06811

       

      
        	 	
                If
      to the Releasee: 

              	
                NTR
      Acquisition Co.

              


      

      100 Mill
Plain Road

      Suite
320

      Danbury,
CT 06811

      


      6.  COUNTERPARTS.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which, taken together, shall constitute one and the same
agreement.

      


      [Signature page
follows]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
the date first written above.

      


      


      
        
          	 	
                  NTR
      PARTNERS LLC

                
	 	 
      	 
      
	 	 
      	 
      
	 	
                  By: 

                	
                  /s/
      Mario E. Rodriguez

                
	 	
                  Name: 

                	
                  Mario
      E. Rodriguez

                
	 	
                  Title: 

                	
                  President

                


        

      

       

      


      
        
          	 	
                  NTR
      ACQUISITION CO.

                
	 	 
      	 
      
	 	 
      	 
      
	 	
                  By: 

                	
                  /s/
      William E. Hantke

                
	 	
                  Name: 

                	
                  William
      E. Hantke

                
	 	
                  Title: 

                	
                  Principal
      Financial Officer