Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2018, Ciner Wyoming LLC (“Ciner Wyoming”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Rock Springs Royalty Company, LLC (“Rock Springs”) to settle an action in the Third Judicial District Court in and for Sweetwater County, State of Wyoming (the “Court”), entitled
Ciner Wyoming LLC v. Rock Springs Royalty Company, LLC
, No. C-16-77-L (the “Action”). The Action involved claims relating to the License Agreement, dated July 18, 1961, between Union Pacific Railroad Company and Stauffer Chemical Company of Wyoming (as subsequently amended, the “License Agreement”), including Ciner Wyoming’s contention that it has overpaid royalties to Rock Springs under the License Agreement and that Ciner Wyoming is entitled to a modification of the expiration term of the License Agreement. Pursuant to the terms of the Settlement Agreement, among other things (i) Rock Springs must pay Ciner Wyoming the sum of $27,500,000 by wire transfer within 14 business days; (ii) Ciner Wyoming and Rock Springs must enter into the Amendment (as defined below); (iii) concurrently with the transfer of the settlement payment, Ciner Wyoming and Rock Springs must cause their respective counsel to execute a stipulation requesting that the Court dismiss the Action. The Settlement Agreement contains customary mutual release provisions, representations and warranties.
The foregoing description of the Settlement Agreement is qualified in its entirety by the terms of the Settlement Agreement, which is filed herewith as Exhibit 10.1.
Also on June 28, 2018, pursuant to the terms of the Settlement Agreement, Ciner Wyoming entered into Amendment - 1961 Lease Agreement (the “Amendment”) with Rock Springs, which amends the License Agreement. The terms of the Amendment, among other things, (i) extends the term of the License Agreement to July 18, 2061 and for so long thereafter as Ciner Wyoming continuously conducts operations to mine and remove sodium minerals from the licensed premises in commercial quantities; and (ii) revises the production royalty rate for each sale of sodium mineral products produced from ore extracted from the licensed premises at the royalty rate of eight percent (8%) of the sale price of such sodium mineral products.
The foregoing description of the Amendment is qualified in its entirety by the terms of the Amendment, which is filed herewith as Exhibit 10.2.
