EX-10.21






Exhibit
10.21









Sales Contract








	 	 	 
	Seller:

	 	Renewable Environmental Solutions,
LLC           
       
       
       
       Contract No. 0901

530 North Main
Street

Carthage, Missouri 64836
	 
	 	 
	Customer:

	 	Carlisle Power Transmission
Products, Inc.

2601 West Battlefield Road

P.O. Box 3258

Springfield, MO 65807
	 
	 	 
	Effective Date:

	 	This Agreement shall become effective on the first day following the completion
of commissioning of the boiler system conversion; i.e., when the boiler is fully capable of
continuously burning renewable fuel without interruption or undue operator attention.
	 
	 	 
	Commodity: 

	 	Renewable Diesel Fuel.
	 
	 	 
	Quantity:

	 	Approximately 1.35 million gallons annually.
	 
	 	 
	Contract Price: 

	 	1) During the period beginning on the Effective Date and continuing for one
year: $0.59/MMBtu below the monthly delivered natural gas cost or the Monthly U.S. Residual
Fuel Oil Retail Sales by All Sellers price, whichever is lower.
(This price reflects a 23 cent per MMBtu discount for renewable fuel
purchase and a 36 cent per MMBtu payment to Customer for repayment of
conversion capital).
	 
	 	 
	 

	 	2) During the period beginning immediately after the expiration of
one year from the Effective Date and continuing for one year: $0.57/MMBtu below the monthly delivered natural gas cost or the Monthly
U.S. Residual Fuel Oil Retail Sales by All Sellers price, whichever is
lower. (This price reflects a 21 cent per MMBtu discount for renewable
fuel purchase and a 36 cent per MMBtu payment to Customer for repayment
of conversion capital).
	 
	 	 
	Pricing Basis:

	 	Customer’s invoice for natural gas delivered to Customer’s Facility, including
all applicable taxes and fees, if any or the Monthly U.S. Residual Fuel Oil Retail Sales by All
Sellers price, whichever is lower.
	 
	 	 
	Pricing Method

& Adjustment:

	 	Each delivered load will be invoiced at the Contract Price based on the lower of the
Customer’s invoice price for natural gas for the prior month or the Monthly U.S.
Residual Fuel Oil Retail Sales by All Sellers price. Each quarter,
all purchases for the period will be adjusted to “true-up” for the
actual natural gas cost for the period or the Monthly U.S. Residual Fuel
Oil Retail Sales by All Sellers price, whichever is lower.
	 
	 	 
	Payment Terms:

	 	Net 45 days for all Delivery
Invoices.

True-up invoice amounts to be either added or
deducted from the next applicable Delivery Invoice
amount.
	 
	 	 
	Delivery Terms:

	 	Delivered to Customer’s Facility in accordance with delivery schedule
to be provided by Customer.
	 
	 	 






	 	 	 	 	 	 	 
	RES Representative	 	
/s/ Dan F. Decker, EVP, CWT
 

	 	Date
	2-6-09
 

	 	 	 	 	 	 	 
	Accepted by Customer	 	
/s/   Mark Phillips
 

	 	Date
	2-6-09
 




















 










Sales Contract Terms and Conditions




Contract No.  0901




Product.



Renewable Diesel Fuel supplied under this contract shall have the following specifications:



	 	 	 	 	 
	Minimum BTU/Gallon
	 	 	124,000	 
	Maximum Wt. Percent Sulfur
	 	 	0.3	 






Term and Termination.



This Sales Contract commences on the Effective Date and shall continue for a period of
two (2) years, subject to earlier termination as set forth below (the “Term”).




	 	1.	 	Either Party may terminate this Sales Contract at any time without cause by giving
the other Party at least ninety (90) business days’ prior written notice.






	 	2.	 	Either Party may terminate this Sales Contract upon the other Party’s Default, as
defined below, by giving written notice thereof to the defaulting party. Except as
otherwise specifically provided herein, termination of this Sales Contract shall not
relieve the parties of any obligation accruing hereunder prior to such termination. The
term “Default” shall mean any of the following:






	 	a.	 	Failure to comply with or to perform any provision or condition of this
Sales Contract for five (5) business days after written notice to cure
thereof; or	 






	 	b.	 	Insolvency, inability to pay debts as they mature or being the subject of a
petition in bankruptcy, insolvency or similar laws; or making an assignment for
the benefit of creditors; or being named in, or having property which is subject
to a suit for appointment of a receiver; or dissolution or liquidation; or	 






	 	c.	 	Any warranty made in this Sales Contract is breached, false, or misleading
in any material respect.	 





Boiler & Tank Upgrade Agreement




Attached hereto as Exhibit 1, Boiler & Tank Upgrade Agreement, is hereby made a part of this
Agreement and shall be subject to the terms and conditions hereof.



Limitation of Liability.



In no event shall Seller be liable for consequential or punitive damages arising from this Sales
Contract.



 









 










Sales Contract Terms and Conditions — Cont’d.




Contract No. 0901




Force Majeure.



Neither party shall be liable to the other party for any loss, delay or failure to perform
resulting directly or indirectly from acts of God, war or terrorism, governmental acts or
omissions, disease, illness, outbreak or plague, supply shortage, fires, floods, riots, strikes or
other circumstances beyond either party’s reasonable control. In the event of a force majeure
occurrence, the disabled party shall make all reasonable efforts to remove such disability within
30 days of giving notice of such disability. During such period, the non-disabled party may seek to
have its needs, which would otherwise be met hereunder, met by others without liability to the
disabled party hereunder. If the disability continues for more than 10 days after the cessation of
the reason for such disability, either party shall have the right to terminate this Sales Contract
without cause as set forth in the Section entitled Term and
Termination.



Choice of Law: Venue.



This Sales Contract, including any dispute or claim hereunder, shall be governed and
construed in accordance with the laws of the State of Missouri without reference to the choice of
law provisions of any state. Further, the parties agree that any and all actions or proceedings
arising from or relating to this Sales Contract shall be brought in the Circuit Court for the
County of Jasper, Missouri, or the United States District Court for the Western District of
Missouri, and hereby consent to personal jurisdiction of such courts for any such action or
proceeding.



Green Premiums or Credits.



It is believed that there are Green Premiums or Credits (“Premiums or Credits”) available for
renewable fuel oil. Customer agrees to and shall work with Seller to monetize any Premiums or
Credits and agrees to and shall remit to Seller within thirty (30) days of receipt the sum equal
to fifty (50) percent of all Premiums or Credits received. Without specific approval by the
Customer, this provision shall not obligate the Customer to any administrative or legal tasks or
fees.




 












 










Boiler & Tank Upgrade Agreement




Exhibit 1 to Contract No. 0901




     This Boiler and Tank Upgrade Agreement (this “Agreement”) is made effective as of the 4th
day of February 2009 (the “Effective Date”), by and between Renewable Environmental Solutions,
LLC, with offices at 530 North Main Street, Carthage, Missouri 64836 (“RES”) and Carlisle
Power Transmission, Inc., at 2601 West Battlefield Road, Springfield, Missouri 65807
(“Customer”).



     WHEREAS, RES has entered into a sales contract (the “Sales Contract”) to supply
Renewable Diesel Fuel to the Customer, and



     WHEREAS, Customer has agreed, at Customer’s sole cost, to upgrade existing boiler and
tank facilities, so as to be able to use Renewable Diesel Fuel, and



     WHEREAS, Customer wishes to protect the investment in the Boiler & Tank Upgrade (“Upgrade
Costs”) in case of termination of the sales contract by RES during the Term of the Sales
Contract,



     NOW, THEREFORE, in consideration of Customer agreeing to upgrade boiler and tank
facilities at Customer’s sole cost and to purchase Renewable Diesel Fuel, RES agrees that in
the event of termination of the Sales Contract by RES during the Term of the Sales Contract,
either in accordance with Section 1 of the Terms and Conditions of the Sales Contract or by
Default as defined in Section 2 of the Terms and Conditions of the Sales Contract, RES will
repay to the Customer a prorated portion of the Upgrade Cost, equal to the Upgrade Cost
divided by twenty-four (24) and the result thereof then being multiplied by the number of
months remaining of the Term of the Contract at time of termination. For the purpose of
execution of this Agreement, the Upgrade Costs shall be deemed to be $120,000. In the event
that the actual Upgrade Costs shall exceed $120,000, this provision shall be adjusted to the
amount of the actual costs incurred by customer upon detailed presentation of the actual costs incurred and the discount for
repayment of capital conversion costs as specified in the sales contract shall be adjusted
accordingly. The parties agree to use their best efforts to minimize the Upgrade Costs.



Agreed and Accepted By:




							
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	-s- Dan F. Decker, EVP-CWT
	 	2-6-09
	 	-s- Mark Phillips
	 	2-6-09
	 	 	 	 	 	 	 
	RES Representative
	 	Date
	 	Customer Representative
	 	Date