EX-10.9





Exhibit 10.9



SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL
HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, AND THE REDACTED TERMS HAVE BEEN BLACKENED IN THIS
EXHIBIT AT THE APPROPRIATE PLACE.




RES Renewable Environmental Solutions, LLC




Sales Contract




	 	 	 	 	 
	Seller:

	 	Renewable Environmental Solutions, LLC
	 	Contract No. 0801
	 

	 	530 North Main Street	 	 
	 

	 	Carthage, Missouri 64836
	 	Contract Date: May 1.2008
	 

	 	 	 	     (Effective Date)
	Customer:

	 	Dyno Nobel	 	 
	 

	 	17562 Gum Road	 	 
	 

	 	Carthage, Missouri 64836	 	 






	 	 	 
	Commodity:

	 	Renewable Diesel Fuel.
	 
	 	 
	Quantity:

	 	Approximately 1 million gallons annually.
	 
	 	 
	Contract Price:

	 	$0.88/MMBtu below the then current spot market price for natural gas delivered to the Carthage
facility (Customer’s Facility).
	 
	Signing
Incentive:

	 	During the period beginning on
the Effective Date and continuing for
n days, Contract Price shall be
discounted an additional $n/MMBtu.
	 










	 	 	 
	Early Delivery Option:

	 	The Customer shall have the option to request delivery of fuel at any time after the Signing Date
of this Contract. The Contract Price for all fuel delivered prior to the Effective Date and for a
period of 60 days after the Effective Date shall be discounted an additional $0.15/MMBtu.
	 
	 	 
	Pricing Basis:

	 	Customer’s invoice for natural gas delivered to Customer’s Facility, including all applicable
taxes and fees, if any.
	 
	 	 
	Pricing Method & Adjustment:

	 	Each delivered load will be invoiced at the Contract Price based on the
Customer’s invoice price for natural gas for the prior month. Each month,
all purchases for the prior month will be adjusted to “true-up” for the
actual natural gas cost for the subject month.
	 
	 	 
	Payment Terms:

	 	Net 30 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.
	 
	 	 
	Delivery Period:

	 	Beginning on the Contract Date and continuing for two year.






	 	 	 	 	 	 	 	 	 
	RES Representative

	 	
	 	Date
	 	2/7/08	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Accepted by Customer

	 	
	 	Date
	 	2-7-08	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signing Date)	 	 






 









 





RES Renewable Environmental Solutions, LLC




Sales Contract Terms and Conditions




Contract No. 0801




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.





Limitation of Liability.



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




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.




 









 





RES Renewable Environmental Solutions, LLC




     Sales Contract Terms and Conditions — Cont’d.



Contract No. 0801




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.




Termination Provision

Relating to Early Signing.



Whereas this Sales Contract has been executed by the Buyer prior to obtaining all necessary
regulatory authority to burn the subject fuel, Seller hereby agrees that should the Buyer, for any
reason, fail to obtain all necessary regulatory authority to burn the subject fuel at the Carthage
plant, then the Buyer shall have the right, at his sole discretion, to cancel this contract on or
before the Effective date, with no obligation of any type to accrue to the Seller.