SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • August 22nd, 2008 • PNG Ventures Inc • Blank checks • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this August 19, 2008, by and among the noteholders under the Subordinated Debt Documents (as defined herein) being limited to CASTLERIGG PNG INVESTMENTS LLC. on the date hereof (individually, a “Subordinated Creditor” and collectively, the “Subordinated Creditors” and, if there is only one such Subordinated Creditor, the term “Subordinated Creditors” and all variations thereof; e.g. “each Subordinated Creditor,” as and when used hereinbelow, shall mean and refer to that one Subordinated Creditor); PNG VENTURES, INC., a Nevada corporation (the “Company”); and FOURTH THIRD LLC, a Delaware limited liability company (“Fourth Third”), as Agent for all Senior Lenders party to the Senior Credit Agreements described below and as a Senior Lender.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2008 • PNG Ventures Inc • Blank checks • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2008, by and among PNG Ventures, Inc., a Nevada corporation, with headquarters located at 3001 Knox Street, suite 403, Dallas, Texas 75205 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDMENT NO. 2PNG Ventures Inc • August 22nd, 2008 • Blank checks • New York
This AMENDMENT NO. 2, dated as of August 19, 2008 (the “Amendment”), is entered into by and among New Earth LNG, LLC, a Delaware limited liability company (the “Borrower”), the other persons designated as “Loan Parties” on the signature pages hereto (the “Loan Parties”), and Fourth Third LLC, a Delaware corporation, as agent for the Lenders (the “Agent”) and as a Lender.
