AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 26, 2008 among NEW EARTH LNG, LLC, as Borrower, PNG VENTURES, INC., as Parent and APPLIED LNG TECHNOLOGIES USA, L.L.C. FLEET STAR, INC. EARTH LEASING, INC. ARIZONA LNG, L.L.C. as Loan Parties, THE...Credit Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals
This Assignment Agreement (this “Assignment Agreement”) is entered into as of __________ by and between the Assignor named on the signature page hereto (“Assignor”) and the Assignee named on the signature page hereto (“Assignee”). Reference is made to the Amended and Restated Credit Agreement dated as of June __, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among NEW EARTH LNG, LLC (“Borrower”), the other Loan Parties named therein, the financial institutions party thereto from time to time, as Lenders, and FOURTH THIRD LLC, as Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
RELEASE, CONSENT AND ACKNOWLEDGEMENTRelease, Consent and Acknowledgement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
This Release, Consent and Acknowledgment (this “Release”), dated as of June 25, 2008, is made by and among Earth Biofuels, Inc., a Delaware corporation (the “Parent”), Durant Biofuels, LLC, an Oklahoma limited liability company (“Durant”), Earth LNG, Inc. f/k/a Apollo LNG, Inc., a Texas corporation (“Earth LNG”), and its direct wholly owned subsidiary, New Earth LNG, LLC, a Delaware limited liability company (“New Earth LNG”) and Earth LNG’s direct and indirect subsidiaries Arizona LNG, L.L.C., a Nevada limited liability company, Fleet Star, Inc., a Delaware corporation, Earth Leasing, Inc. f/k/a Alternative Dual Fuels, Inc., a Texas corporation and Applied LNG Technologies USA, L.L.C., a Delaware limited liability company (each of such subsidiaries, together with Earth LNG, and New Earth LNG, an “LNG Party” and collectively, the “LNG Parties”), PNG Ventures, Inc., a Nevada corporation (“PNG”), Castlerigg PNG Investments LLC, as Collateral Agent (the “Collateral Agent”), for each of th
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
AMENDMENT AND EXCHANGE AGREEMENT (the "Agreement"), dated as of June 25, 2008, by and among Earth Biofuels, Inc., a Delaware corporation, with its corporate headquarters located at 3001 Knox Street, Suite 403, Dallas, Texas 75205 (the "Company") and YA Global Investments, L.P., f/k/a Cornell Capital Partners (the "Investor").
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this June 26, 2008, by and among (i) BLACK FOREST INTERNATIONAL, LLC (“Subordinated Creditor”; and any references herein to “each” or “any” Subordinated Creditor or to the “Subordinated Creditor” (or similar words) shall mean and refer to Subordinated Creditor and its successors and permitted assigns), (ii) FOURTH THIRD LLC, a Delaware limited liability company (“Fourth Third”), as Agent for all Senior Lenders party to the Senior Credit Agreement described below and as a Senior Lender, (iii) PNG VENTURES, INC., a Nevada corporation (“PNG”), (iv) NEW EARTH LNG, LLC, a Delaware limited liability company (“Earth”) and (v) the subsidiaries of Earth listed under “Companies” on the signature pages hereto (together with PNG and Earth the “Companies” or a “Company”).
GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF JUNE 26, 2008 BY PNG VENTURES, INC. NEW EARTH LNG, INC. APPLIED LNG TECHNOLOGIES USA, L.L.C. FLEET STAR, INC. EARTH LEASING, INC. AND ARIZONA LNG, L.L.C. AS GRANTORS, IN FAVOR OF FOURTH THIRD LLC, AS AGENTControl Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
IRREVOCABLE VOTING PROXYIrrevocable Voting Proxy • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals
This IRREVOCABLE VOTING PROXY ("Proxy"), dated as of June 25, 2008, is by and between Earth LNG, Inc., a Texas corporation (“Shareholder”) in favor of Castlerigg PNG Investments LLC ("Castlerigg").
SETTLEMENT EXCHANGE AGREEMENTSettlement Exchange Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS SETTLEMENT EXCHANGE AGREEMENT (this "Agreement") is made on June 25, 2008, between Earth Biofuels, Inc., a Delaware corporation ("EBOF"), and YA Global Investments, L.P., f/k/a Cornell Capital Partners (the "Investor").
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of June 23, 2008, by and among Earth LNG, Inc., a Texas corporation (“Earth LNG”), its wholly owned subsidiary, New Earth LNG, LLC, a Delaware limited liability company (the “Company”) and Earth Biofuels, Inc., a Delaware corporation (“EBOF”). The Company, EBOF and Earth LNG are sometimes referred to herein as the “Parties”.
AMENDED AND RESTATED GUARANTY AGREEMENTAmended and Restated Guaranty Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (the "Guaranty") is executed as of June 26, 2008, by the subsidiaries of Earth Biofuels, Inc., a Delaware corporation (the "Company") 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").
SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • Delaware
The undersigned (the “Subscriber”) hereby tenders Subscriber’s subscription to PNG Ventures, Inc., a Delaware corporation (the “Company”), on the terms and conditions hereinafter set forth:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • Florida
THIS SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is dated as of June ___, 2008 (the “Effective Date”) by and between (i) Black Forest International, LLC (“BFI”) a Delaware limited liability company, (ii) Earth Biofuels, Inc. and all of its subsidiaries, which include, but are not limited to, Earth LNG, Inc., a Texas corporation, and each of Applied LNG Technologies USA, L.L.C., Fleet Star, Inc., Apollo Leasing, Inc. and Arizona LNG, L.L.C., each of which are wholly owned subsidiaries of Earth LNG (collectively referred to hereinafter as “EBOF”) a Delaware corporation and (iii) PNG Ventures, Inc. (“PNGX”) a Nevada corporation. (BFI, EBOF and PNGX may be referred to hereinafter individually as a “Party” and collectively as the “Parties.”)
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of June 26, 2008 (this "Agreement"), made by Earth Biofuels, Inc., a Delaware corporation ("EBOF"), and each of the undersigned existing Subsidiaries (collectively, the "Existing Subsidiaries") and each other Subsidiary of EBOF hereafter becoming party hereto (together with EBOF and the Existing Subsidiaries, each a "Grantor" and, collectively, the "Grantors"), in favor of Castlerigg Master Investments, Ltd., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for certain of the holders (each a "Holder" and collectively, the "Holders") of the 2008 Amendment Notes (as defined below).
CONSENT AND AGREEMENTConsent and Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals
Reference is made to that certain Credit Agreement, dated as of February 28, 2007, among Earth LNG, Inc., a Texas corporation (“Earth Texas”), the other Loan Parties thereto, the Lenders party thereto, and Fourth Third LLC, a Delaware limited liability company, in its individual capacity and as Agent for the Lenders (as amended or modified to date, the “Credit Agreement”).
