CURRENT ASSETS

EX-10.68 7 c71499exv10w68.htm EXHIBIT 10.68 Filed by Bowne Pure Compliance
 

Exhibit  10.68
AMENDMENT DEED
DEED dated 13th August 2007
PARTIES
  1.  
SYNTROLEUM INTERNATIONAL CORPORATION incorporated and registered in the State of Delaware, United States of America with registration number ###-###-#### whose registered office is at 4322 South 49th West Avenue, Tulsa, Oklahoma 74107;
 
  2.  
AFRICAN ENERGY EQUITY RESOURCES LIMITED incorporated and registered in England and Wales with company number 05724928 whose registered office is at 35 Portman Square, London, W1H 6LR;
 
  3.  
ENERGY EQUITY RESOURCES (NORWAY) LIMITED incorporated and registered in England and Wales with company number ###-###-#### whose registered office is at 35 Portman Square, London, W1H 6JR; and
 
  4.  
SYNTROLEUM CORPORATION incorporated and registered in the State of Delaware, United States of America with registration number ###-###-#### whose registered office is at 4322 South 49th West Avenue, Tulsa, OK 74107.
BACKGROUND
  A.   The parties have executed and created a share sale and purchase agreement dated 19th January 2007.
 
  B.  
The parties have executed and created deeds of amendment amending the share sale and purchase agreement dated 30th March 2007, 21st June 2007 and 17th July 2007 (the share sale and purchase agreement as amended being the “Principal Agreement”).
 
  C.  
The parties by mutual agreement wish to further amend the Principal Agreement upon and subject to the provisions of this Deed.
PROVISIONS
THIS DEED PROVIDES:
  1.   INTERPRETATION
  1.1   Definitions
Meanings apply to words and expressions and capitalised terms used but not separately defined in this Deed as specified in clause 1.1 of the Principal Agreement, unless the context otherwise requires.

 

 

 

  1.2   Interpretational Rules
 
      Rules of interpretation apply to this Deed as specified in clause 1.1 of the Principal Agreement and in this provision, unless the context otherwise requires:
  (a)   any reference to a provision is a reference to a clause of, or schedule to, the Principal Agreement or this Deed including each subclause, paragraph and subparagraph of that provision; and
 
  (b)   the expression “business day” for the purposes of this Deed, means any day on which trading banks generally are open for business in the place of receipt of any written notice, payment of any moneys or performance of any liability by any part contemplated or required under this Deed, excluding a Saturday, Sunday or public holiday in that place.
  1.3   Performance
 
      Any payment or action required to be performed by a party under any provision of this Deed on or prior to a day which is not a business day must be paid or performed by the party on or prior to the immediately following business day.
  2.   CONTRACT AMENDMENT
 
      The Principal Agreement is amended by the deletion of clause 3.2(a) and the substitution on lieu thereof of the following:
  “(a)   US$ 10,171,802 (ten million, one hundred and seventy one thousand, eight hundred and two), in clear funds and without any set-off or deductions:
  (i)   as to US$2,000,000 (two million) on 1st April 2007; and
 
  (ii)   as to US$1,000,000 (one million) on 8th May 2007; and
 
  (iii)   as to US$7,171,802 (seven million, one hundred and seventy one thousand, eight hundred and two) and the amount due pursuant to clause 3.2(e) on or before 31st August 2007.”
with effect on and from the date of signing and delivery of this Deed by the parties (the “Effective Date”).

 

 

 

  3.   CONTRACT CONFIRMATION
 
      The Principal Agreement continues in full force and effect upon and subject to its provisions, except to the extent amended by clause of 2 of this Deed.
 
  4.   OTHER PROVISIONS
 
      The provisions of clauses 14 to 26 (both inclusive) of the Principal Agreement shall apply mutatis mutandis to this Deed.

 

 

 

             
EXECUTED as a deed.
            
 
            
SIGNED and DELIVERED
    )      
for and on behalf of SYNTROLEUM
    )      
INTERNATIONAL CORPORATION
    )      
by its corporate officers:
    )     /s/ John B. Holmes, Jr.
 
          Director
 
          Full Name:
 
            
 
          /s/ Richard L. Edmonson
 
          Director/Secretary
 
          Full Name:
 
            
SIGNED and DELIVERED
    )      
for and on behalf of AFRICAN ENERGY
    )      
EQUITY RESOURCES LIMITED by its
    )      
corporate officers:
    )     /s/ Olav Einstad
 
          Director
 
          Full Name:
 
            
 
          /s/ Philip Vinque
 
          Director/Secretary
 
          Full Name:
 
            
SIGNED and DELIVERED
    )      
for and on behalf of ENERGY EQUITY
    )      
RESOURCES (NORWAY) LIMITED
    )      
by its corporate officers:
    )     /s/ Olav Einstad
 
          Director
 
          Full Name:
 
            
 
          /s/ Philip Vinque
 
          Director/Secretary
 
          Full Name:

 

 

 

             
SIGNED and DELIVERED
    )      
for and on behalf of SYNTROLEUM
    )      
CORPORATION by its corporate
    )      
officers:
    )     /s/ John B. Holmes, Jr.
 
          Director
 
          Full Name:
 
            
 
          /s/ Richard L. Edmonson
 
          Director/Secretary
 
          Full Name: