Item 1.01. Entry into a Material Definitive Agreement.

On October 21, 2008, Syntroleum Corporation ("Syntroleum") issued to Tyson Foods, Inc. ("Tyson") a warrant for the purchase of up to 8,000,000 shares of Syntroleum common stock pursuant to a Warrant Agreement dated June 30, 2008, providing for the issuance of warrants to Tyson in exchange for credit support relating to the obligations of Dynamic Fuels, LLC ("DF) for $100,000,000 of certain Go-Zone revenue bonds originated by the Louisiana Public Facilities Authority (the "Bonds") and closed on October 21, 2008. Tyson and Syntroleum are each 50% owners of DF.

The exercise price of the Warrants is $.01 per share. The warrants are transferable by Tyson subject to a right of first offer in favor of Syntroleum. The warrants and the underlying shares were issued to Tyson in an unregistered private transaction under Section 4(2) of the Securities Act of 1933. The warrants will expire four years from issuance.