Attached files
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DELAWARE
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87-0638510
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
As previously reported in the Company's Current Report on Form 8-K filed on September 5, 2008, on August 31, 2008, pursuant to the Financing Commitment, Thermo entered into several agreements (the "Thermo Financing Agreements"), whereby the Company finalized the project financing arrangements contemplated by the Financing Commitment. The Thermo Financing Agreements provided project financing and tax equity capital for the Project.
As previously reported in the Company's Current Report on Form 8-K, as amended, filed on December 11, 2009, the parties to the Thermo Financing Agreements entered into a series of amendments to the Thermo Financing Agreements (the "Amendments") in order to extend the Final Completion Date, modified the arrangements to be consistent with recent tax law changes under the American Recovery and Reinvestment Act of 2009 (the "ARRA"), and redeem the equity interest held by Merrill Lynch in Thermo.
On February 16, 2010, the parties to the Thermo Financing Agreements entered into additional definitional amendments to Schedule Z of the Thermo Financing Agreements in order to extend the date upon which the Thermo project is required to achieve final completion from February 16, 2010 to June 30, 2010 (the "Final Completion Extension").
In connection with the Final Completion Extension, the Company entered into the First Amendment to Membership Interest Redemption Agreement, dated February 16, 2010, among Thermo, Merrill Lynch, the Company and Intermountain Renewable Power, LLC (the "Amendment to Redemption Agreement") and the Amended and Rested Promissory Note of Raser Technologies, Inc. dated February 16, 2010 (the "Amended Promissory Note"). These amendments were made to conform these agreements to the new final completion date of June 30, 2010 put into place through the Schedule Z Amendment described above.
The foregoing description of each of the Schedule Z Amendment, Amendment to Redemption Agreement, and the Amended Promissory Note and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Redemption Agreement, the Amendment to Guaranty and the Amended Promissory Note, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are hereby incorporated by reference.
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RASER TECHNOLOGIES, INC.
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Date: February 22, 2010
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By:
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/s/ Nicholas Goodman
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Nicholas Goodman
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Chief Executive Officer
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Exhibit No.
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Description
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EX-10.1
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Schedule Z Amendment, dated as of February 16, 2009, among Thermo No. 1 BE-01, LLC, Deutsche Bank Trust Company Americas, The Prudential Insurance Company of America, Intermountain Renewable Power, LLC, Merrill Lynch, Pierce, Fenner and Smith Incorporate
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EX-10.3
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Amended and Rested Promissory Note of Raser Technologies, Inc. dated February 16, 2010
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EX-10.2
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First Amendment to Redemption Agreement, dated February 16, 2010, among Thermo No. 1 BE-01, LLC, Intermountain Renewable Power, LLC, Raser Technologies, Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc.
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