Item 1.01. Entry into a Material Definitive Agreement

As previously reported in Raser Technologies, Inc.'s (the "Company") Current Report on Form 8-K filed on May 21, 2008, on May 16, 2008, the Company and its subsidiary, Thermo No. 1 BE-01, LLC ("Thermo"), entered into a financing commitment letter (the "Financing Commitment") with Merrill Lynch, Pierce, Fenner & Smith Incorporated relating to the project financing and tax equity funding for the Thermo No. 1 geothermal power plant (the "Project").

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 provide project financing and tax equity capital for the Project.

The Thermo Financing Agreements required the Company to achieve final completion of the Project by November 2, 2009. On November 2, 2009, the parties to the Thermo Financing Agreements entered into a Schedule Z Amendment (the "Schedule Z Amendment") whereby the final completion date was reset to November 30, 2009. Over the next few weeks, the Company intends to amend the Thermo Financing Agreements in order to be consistent with recent tax law changes under the American Recovery and Reinvestment Act of 2009. The Company also intends to amend other provisions and deadlines in the Thermo Financing Agreements related to bringing the Project to full capacity.

The foregoing description of the Schedule Z Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Schedule Z Amendment, a copy of which is filed as an exhibit hereto and is hereby incorporated by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by Item 2.03 is contained in Item 1.01 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description
10.1 Schedule Z Amendment, dated as of November 2, 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 Incorporated, Raser Technologies, Inc., and Raser Power Systems, LLC

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