Joinder Agreement



 EXHIBIT 10.2 
  
 JOINDER AGREEMENT 
  
 This Joinder Agreement (this “Joinder”) is made as of the 19th day of September, 2005 (the “Effective Date”), by and between Selim K. Zilkha Trust (the “Additional Participant”), a
California trust, and Syntroleum International Corporation, a Delaware corporation, in its capacity as Operator under that certain Participation Agreement (as it may be amended, modified, restated or supplemented from time to time, the
“Participation Agreement”), dated as of April 11, 2005, by and between Syntroleum International Corporation (the “Operator” or “Syntroleum”) and Dorset Group Corporation (the “Initial
Participant”). The Additional Participant and the Operator are each individually referred to herein as a “Party” and collectively referred to herein as the “Parties”. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Participation Agreement. 
  
 RECITALS 
  
 WHEREAS, the Additional Participant has agreed to provide a capital commitment to the Operator in the amount of $10,000,000.00 (the “Additional Commitment”) in accordance with the terms of Section 2.1 of the
Participation Agreement; and 
  
 WHEREAS, pursuant to
Section 13.9 of the Participation Agreement, the Additional Participant is required to enter into this Joinder with the Operator. 
  
 NOW, THEREFORE, the Parties agree as follows: 
  
 SECTION 1. Joinder. By its signature below, the Additional Participant hereby joins the Participation Agreement as an Participant, and
hereby agrees to contribute capital to the Operator in the amount of the Additional Commitment. Upon acceptance of this Joinder by the Operator, the Additional Participant shall be a Party to, and bound by, the Participation Agreement as an
Participant thereunder. 
  
 SECTION 2. Closing.
Within ten (10) Days of the Effective Date, the Additional Participant shall pay three percent (3%) of the Additional Commitment to the Operator in accordance with the Operator’s wire transfer instructions set forth in the
Participation Agreement. 
  
 SECTION 3. Representations
and Warranties. The Additional Participant hereby represents and warrants to the Operator that this Joinder has been duly authorized, executed and delivered by it and constitutes the legal, valid and binding obligation of the Additional
Participant, enforceable against it in accordance with its terms. The Additional Participant also makes each of the representations and warranties contained in Section 11.1 of the Participation Agreement, which are incorporated herein,
mutatis mutandis. 
  
 SECTION 4. Effectiveness;
Automatic Increase. This Joinder shall become 










 
effective when it shall have been accepted by the Operator. Upon the acceptance of this Joinder by Operator, the aggregate amount of the Commitment shall
automatically be increased by an amount equal to the Additional Commitment and the signature page hereto shall automatically be deemed a signature page to the Participation Agreement. 
  
 SECTION 5. Lack of Reliance on the Operator or the Participants. The Additional Participant acknowledges that
it has, independently and without reliance upon the Operator, the Initial Participant or any other Participant and based on such documents and information as it has deemed appropriate, made its own analysis and decision to enter into this Joinder
and become an Participant under the Participation Agreement. 
  
 SECTION 6. Certain Disclaimers. By its signature below, the Additional Participant hereby acknowledges and agrees that the Operator has not made, does not make, and the Operator specifically negates and disclaims, any
representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express, implied or statutory, oral or written, past or present, regarding any of the matters described in clauses
(a) through (e) of Section 11.3 of the Participation Agreement. 
  
 SECTION 7. Governing Law. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO
THE LAWS OF THE STATE OF TEXAS, EXCLUDING THE APPLICATION OF ANY
CHOICE OF LAW RULES OR PRINCIPLES (WHETHER OF THE STATE OF TEXAS
OR ANY OTHER JURISDICTION) THAT WOULD RESULT IN THE APPLICATION OF
LAWS OF A DIFFERENT JURISDICTION. 
  
 SECTION 8. Dispute Resolution. Any dispute, controversy, or claim arising out of or in relation to or in connection with this Joinder shall
be resolved in accordance with the procedures outlined in Section 13.8 of the Participation Agreement, which are incorporated herein, mutatis mutandis. 
  
 SECTION 9. Execution in Counterparts. This Joinder may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same agreement. Each Party agrees to accept the facsimile signature of the other Party and to be bound by its own facsimile signature; with the understanding that the
Parties shall subsequently exchange original signatures. 
  
 SECTION 10. Notices to Additional Participant. All communications and notices to the Additional Participant under this Joinder or under the Participation Agreement shall be given to it at the address set forth under its
signature below. Any wire transfers to be made to the Additional Participant under the Participation Agreement shall be made in accordance with the instructions set forth below its address for notices. Any changes to either its address for notices
or its wire transfer instructions shall be made in accordance with the Participation Agreement. 
  
 [Signatures Follow] 









 IN WITNESS WHEREOF, the Additional Participant has duly executed this Joinder as of the Effective
Date. 
  

					
	Additional Participant:
	
	SELIM K. ZILKHA TRUST
		
	By:	 	/s/    SELIM K.
ZILKHA        
	 Name:
	 	Selim K. Zilkha
	 Title:
	 	Trustee
	
	 Address for Notices:

	
	 Selim K. Zilkha Trust

	 750 Lausanne Road

	 Los Angeles, CA 90077

	
	 Wire transfer instructions:

	 
	 
	 


  

					
	 Acknowledged and Agreed to:

	
	SYNTROLEUM INTERNATIONAL CORPORATION,
as Operator
		
	By:	 	/s/    JOHN B. HOLMES,
JR.        
	 Name:
	 	John B. Holmes, Jr.
	 Title:
	 	President