ESCROW AGREEMENTEscrow Agreement • November 13th, 2007 • Rg Capital Management Lp • Industrial organic chemicals • New York
Escrow Agreement dated as of November [ ], 2007 (the “Agreement Date”) among (i) SCHULTE ROTH & ZABEL LLP (“SRZ”); (ii) LENDERS that are signatories hereto (collectively, the “Lenders”); (iii) EARTH BIOFUELS, INC., a Delaware Corporation, (“EBOF”); (iv) DENNIS MCLAUGHLIN, (“McLaughlin”) an individual; and (v) entities listed on the SCHEDULE OF EBOF SUBSIDIARIES attached hereto as Schedule A (individually, a “Subsidiary” and collectively, the “Subsidiaries”). SRZ, the Lenders, EBOF, McLaughlin, and the Subsidiaries shall each be referred to herein as a “Party” and collectively, the “Parties.”
INTERIM RESTRUCTURING AGREEMENTInterim Restructuring Agreement • November 13th, 2007 • Rg Capital Management Lp • Industrial organic chemicals • New York
THIS INTERIM RESTRUCTURING AGREEMENT, (the “Agreement”), is dated of the [___] day of November, 2007 (“Agreement Date”) by and among (i) the LENDERS that are signatories hereto (collectively, the “Lenders”); (ii) EARTH BIOFUELS, INC., a Delaware Corporation, (“EBOF”); (iii) DENNIS MCLAUGHLIN, (“McLaughlin”) an individual; and (iv) entities listed on the SCHEDULE OF EBOF SUBSIDIARIES attached hereto as Schedule A (individually, a “Subsidiary” and collectively, the “Subsidiaries”).
GUARANTY AGREEMENTGuaranty Agreement • November 13th, 2007 • Rg Capital Management Lp • Industrial organic chemicals • New York
THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of November [ ], 2007, by the entities listed on the SCHEDULE OF EBOF SUBSIDIARIES attached hereto as Exhibit A (each, a “Guarantor,” and collectively, the “Guarantors”), for the ratable benefit of the lenders listed that are signatories hereto (collectively, the “Lenders”).
Joint Filing AgreementJoint Filing Agreement • July 16th, 2007 • Rg Capital Management Lp • Industrial organic chemicals
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
