SYNTROLEUM CORPORATION - SYNTROLEUM PLAZA - 1350 SOUTH BOULDER - SUITE 1100 -
TULSA, OKLAHOMA, 74119-3295 USA
(918) 592-7900 - FAX (918) 592-7979
AUGUST 3, 2000
Commonwealth of Australia
represented by the Department of Industry Science
and Resources (Invest Australia)
Level 6, 20 Allara Street
CANBERRA ACT 2601
RE: SUBLICENSE FROM SYNTROLEUM AUSTRALIA LICENSING CORPORATION (SALC) TO THE
COMMONWEALTH OF AUSTRALIA (COMMONWEALTH)
LOAN FROM THE COMMONWEALTH TO SYNTROLEUM AUSTRALIA CREDIT COOPERATION (SACC)
DEAR SIR:
Syntroleum Corporation (SYNTROLEUM) is the parent company of SALC and SACC. The
Commonwealth proposes entering into a Sublicense with SALC, a copy of which is
attached and marked "A" (SUBLICENSE). The Commonwealth proposes to make
available to SACC financial accommodation in accordance with a loan agreement, a
copy of which is attached and marked "C" (LOAN AGREEMENT).
SUBLICENCE
In consideration of the Commonwealth at the request of Syntroleum agreeing to
enter into the Sublicense, Syntroleum agrees with the Commonwealth that:
(a) Syntroleum will comply with its obligations under the licence granted by
Syntroleum to SALC a copy of which is attached and marked "B", (LICENCE);
(b) if the Licence is terminated or for any other reason ends, Syntroleum
will itself at the request of the Commonwealth grant the Commonwealth (or any
assignee of the Commonwealth) directly :
(i) a licence on the same terms and conditions as the Sublicense; and
(ii) a site licence in respect of any Licensed Plant (as defined in the
Sublicence) (SITE LICENCE) on the same terms and conditions as any then current
Site Licence;
(c) if the Sublicence or any Site Licence is terminated or for any other
reason ends, (other than as a result of default by the Commonwealth or its
assignee), Syntroleum will itself at the request of the Commonwealth grant the
Commonwealth (or any assignee of the Commonwealth) directly:
(i) a licence on the same terms and conditions as the Sublicense; and
(ii) a Site Licence in respect of any Licensed Plant (as defined in the
Sublicence) on the same terms and conditions as any then current Site Licence,
notwithstanding anything to the contrary in the Licence, the Sublicence or any
Site Licence.
Syntroleum agrees that any assignee of the Sublicence or any Site Licence may
rely on this letter notwithstanding this letter is not addressed to the assignee
and for that purpose the Commonwealth holds the benefit of this letter on trust
for any assignee.
LOAN AGREEMENT
In consideration of the Commonwealth's entry into the Loan Agreement, Syntroleum
agrees with the Commonwealth that Syntroleum will use reasonable commercial
efforts to undertake to assist SALC in meeting those of SALC's obligations under
the Loan Agreement as are specified in Sections 12.1(q) through (t) of the Loan
Agreement; provided, however, that the Commonwealth acknowledges and agrees that
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the foregoing agreement by Syntroleum does not, and shall not be deemed to,
constitute a guarantee (or a similar assurance of the payment) of the borrower's
indebtedness under the Loan Agreement and other Transaction Documents.
This letter is the "side letter" for the purposes of the Loan Agreement.
Yours faithfully
/s/
-------------------------
RANDALL M. THOMPSON
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
