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 3rd, 2008 • PNG Ventures Inc • Blank checks
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 Acknowledgment • August 6th, 2008 • PNG Ventures Inc • Blank checks • New York
This Release, Consent and Acknowledgment (this “Release”), dated as of June 26, 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”), and Castlerigg Master Investments Ltd., as former Collateral Agent (the “Collateral Agent”),
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 AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • July 7th, 2008 • PNG Ventures Inc • Blank checks • New York
AMENDMENT AND EXCHANGE AGREEMENT (the "Agreement"), dated as of June 26, 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 Castlerigg PNG Investments LLC (the "Investor").
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.
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 AGENTGuarantee and Collateral Agreement • July 3rd, 2008 • PNG Ventures Inc • Blank checks • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 26, 2008, by each of the signatories hereto identified on the signature pages hereto as a grantor (together with any other entity that may become a party hereto as a grantor as provided herein, each a “Grantor” and collectively, jointly and severally, the “Grantors”) in favor of Fourth Third LLC as Collateral Agent (in such capacity, the “Agent”) for itself in its capacity as the Agent and a Lender under the Credit Agreement (as hereinafter defined) (the “Lender”), together with the banks and other financial institutions or entities (collectively, the “Lenders”) from time to time party to the Amended and Restated Credit Agreement, dated as of June __, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among New Earth LNG, Inc., a Delaware corporation (“Borrower”), the other Loan Parties named therein, the Lenders and the Agent, and the other Secured Creditors (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2006 • PNG Ventures Inc • Blank checks • Nevada
This Employment Agreement, is made as of April 1, 2005 (the “Effective Date”), by and between Mark L. Baum (“Employee”) and PNG Ventures, Inc., a Nevada corporation (the “Company”). In consideration of the premises and for other good and valuable consideration, and with the intent to be legally bound, the parties hereto agree as follows:
IRREVOCABLE VOTING PROXYIrrevocable Voting Proxy • July 3rd, 2008 • PNG Ventures Inc • Blank checks
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").
CONTRIBUTION AGREEMENTContribution Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks
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 AGREEMENTGuaranty Agreement • July 7th, 2008 • PNG Ventures Inc • Blank checks • 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 7th, 2008 • PNG Ventures Inc • Blank checks • 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:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 7th, 2008 • PNG Ventures Inc • Blank checks • Delaware
This Share Exchange Agreement (“Agreement”), is made and entered into as of the 30TH day of June 2008 by and among PNG VENTURES, INC., a Nevada corporation as purchaser (“PNG”); Earth Biofuels, Inc., a Delaware corporation (the “EBOF”) and Earth LNG, Inc., f/k/a Apollo LNG, Inc., a Texas corporation and wholly owned subsidiary of EBOF (“Seller” and, together with EBOF, the “EBOF Sellers”), New Earth LNG, LLC a Delaware limited liability company (the “Company"), Applied LNG Technologies USA, L.L.C., a Delaware limited liability company (“Applied LNG”). PNG, EBOF, Seller, the Company, New Earth LNG and Applied LNG, are hereinafter sometimes collectively referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2008 • PNG Ventures Inc • Blank checks • California
THIS EMPLOYMENT AGREEMENT, is made as of May 21, 2008 (the “Effective Date”), by and between Kevin Markey (the “Employee”) and PNG Ventures, Inc, a Nevada corporation (the “Company”). Both the Employee and the Company may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
TRANSFER OF SECURITIES ACKNOWLEDGMENT AND AGREEMENTTransfer of Securities Acknowledgment and Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks • New York
THIS TRANSFER OF SECURITIES ACKNOWLEDGMENT AND AGREEMENT (this "Agreement") is made as of June 26, 2008, between PNG Ventures, Inc., a Nevada corporation (the "Company"), and Castlerigg PNG Investments LLC (the "Investor").
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks • New York
INTERCREDITOR AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) dated as of June ___, 2008, by and among the Revolving Lender and Black Forest International, LLC (together with its successors and assigns, “BFI”), New Earth LNG, LLC, a Delaware limited liability company (the “Company”), and certain other Persons listed below on the signature pages as “Obligors.”
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • June 9th, 2008 • PNG Ventures Inc • Blank checks • 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.”)
ContractSubordination Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks • New York
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of June __, 2008 among Black Forest International, LLC, the “Companies” so identified therein, and Fourth Third LLC (“Agent”), to the indebtedness (including interest) owed by the Companies, and the security interests and liens securing such indebtedness, pursuant to and in connection with that certain Amended and Restated Credit Agreement, dated as of June __, 2008, among the Agent, the lenders named therein and the Companies (the “Senior Credit Agreement”) and the Loan Documents referred to therein as such Credit Agreement and Loan Documents have been and hereafter may be amended, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under that agreemen
TRANSFER OF SECURITIES ACKNOWLEDGMENT AND AGREEMENTTransfer of Securities Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks • New York
THIS TRANSFER OF SECURITIES ACKNOWLEDGMENT AND AGREEMENT (this "Agreement") is made as of June 26, 2008, between PNG Ventures, Inc., a Nevada corporation (the "Company"), and Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio (the "Investor").
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2009 • PNG Ventures Inc • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Third Amendment") is entered into as of February 27, 2009 between GREENFIELD COMMERCIAL CREDIT, L.L.C., a Michigan limited liability company ("Lender"), and APPLIED LNG TECHNOLOGIES USA, L.L.C. and ARIZONA LNG, L.L.C., Delaware and Nevada limited liability companies, respectively ("Borrower").
June 24, 2011Employment Agreement • July 8th, 2011 • Applied Natural Gas Fuels, Inc. • Crude petroleum & natural gas • California
MASTER RIGHTS AGREEMENTMaster Rights Agreement • July 7th, 2008 • PNG Ventures Inc • Blank checks • Delaware
THIS MASTER RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of June, 2008 (“Effective Date”) by and among PNG Ventures, Inc., a Nevada corporation (the “Company”), and Fourth Third LLC, a Delaware limited liability company (“Fourth Third”).
CREDIT AGREEMENT dated as of March 24, 2010 among APPLIED NATURAL GAS FUELS, INC., as Borrower, and NEW EARTH LNG, LLC APPLIED LNG TECHNOLOGIES USA, L.L.C. FLEET STAR, INC. EARTH LEASING, INC. ARIZONA LNG, L.L.C. as Loan Parties, FOURTH THIRD LLC, as...Credit Agreement • March 30th, 2010 • PNG Ventures Inc • Crude petroleum & natural gas
This Credit Agreement dated as of March 24, 2010, (as amended, restated or otherwise modified from time to time, this “Agreement”) is made among APPLIED NATURAL GAS FUELS, INC., a Nevada corporation, F/K/A PNG VENTURES, INC., a Nevada corporation (“Borrower”), the Loan Parties named herein, FOURTH THIRD LLC, a Delaware limited liability company (in its individual capacity, “Fourth Third”), as an initial Lender (as defined below) hereunder, CASTLERIGG PNG INVESTMENTS, LLC, a Delaware limited liability company (“Castlerigg”), as an initial Lender hereunder, any other financial institution that may become a Lender hereunder, and Fourth Third, not individually, but as Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2009 • PNG Ventures Inc • Crude petroleum & natural gas • New York
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of February 2009, is entered into by PNG Ventures, Inc., having an address at 5310 Harvest Hill Road, Suite 229, Dallas, TX 75230 (the "Company"), and Cem Hacioglu, presently residing at 17 Thompson Street, Apt. 2, New York, NY 10013 (the "Executive").
ContractShareholder Agreement • March 30th, 2010 • PNG Ventures Inc • Crude petroleum & natural gas • Nevada
SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of March 24, 2010, among the Investors (as defined herein) and Applied Natural Gas Fuels, Inc., a Nevada corporation (the “Corporation”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 21st, 2011 • Applied Natural Gas Fuels, Inc. • Crude petroleum & natural gas • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 14, 2011 (the “Amendment”), is entered into by and among Applied Natural Gas Fuels, Inc., a Nevada corporation (the “Borrower”), the other persons designated as “Loan Parties” on the signature pages hereto (the “Loan Parties”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”) and Fourth Third LLC, a Delaware limited liabililty company, as agent for the Lenders (in such capacity, the “Agent”) and as a Lender.
COMMON STOCK SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 27th, 2007 • PNG Ventures Inc • Blank checks • California
THIS COMMON STOCK SHARE EXCHANGE AGREEMENT (the "Agreement"), made and entered into on August 20, 2007 (the “Effective Date”), by and among (i) BuglessBeds.com, Inc., a Nevada corporation, with its principal place of business located at 3202 Fondren Road, Houston, Texas 77063 (“BuglessBeds”) and (ii) PNG Ventures, Inc., a Nevada corporation, with its principal place of business located at 2038 Corte del Nogal, Suite 110, Carlsbad, California 92011 (“PNGX”) For purposes of this Agreement, BuglessBeds and PNGX shall be referred to herein individually, as a "Party," and collectively as "Parties."
ESCROW AGREEMENTEscrow Agreement • June 9th, 2008 • PNG Ventures Inc • Blank checks • Florida
THIS ESCROW AGREEMENT (the “Agreement”) is dated as of June ____, 2008 among (i) PNG Ventures, Inc., a Nevada corporation ("PNGX" and individually a “Party”), (ii) Black Forest International, LLC, a Delaware limited liability company (“BFI” and individually a “Party”), and (iii) ___________. (the “Escrow Agent” and individually a “Party”). PNGX, BFI and the Escrow Agent may hereinafter be referred to collectively as the “Parties.”
ACCOUNTS RECEIVABLE SECURITY AGREEMENTAccounts Receivable Security Agreement • February 18th, 2011 • Applied Natural Gas Fuels, Inc. • Crude petroleum & natural gas • California
DATE: February 8, 2011 BORROWER: Applied Natural Gas Fuels, Inc., a Nevada corporation ADDRESS: 31111 Agoura Road, Suite 208 Westlake Village, California 91361 BORROWER: New Earth LNG, LLC, a Delaware limited liability company ADDRESS: 31111 Agoura Road, Suite 208 Westlake Village, California 91361 BORROWER: Arizona LNG, L.L.C., a Nevada limited liablity company ADDRESS: 31111 Agoura Road, Suite 208 Westlake Village, California 91361 BORROWER: Applied LNG Technologies, L.L.C., a Delaware limited liability company ADDRESS: 31111 Agoura Road, Suite 208 Westlake Village, California 91361 BORROWER: Fleet Star, Inc., a Delaware corporation ADDRESS: 31111 Agoura Road, Suite 208 Westlake Village, California 91361 LENDER: FIRST COMMUNITY FINANCIAL, a division of Pacific Western Bank ADDRESS: 4000 North Central Avenue, Suite 100 Phoenix, Arizona 85012
SEPARATION AGREEMENTSeparation Agreement • May 7th, 2010 • PNG Ventures Inc • Crude petroleum & natural gas • Texas
This Separation Agreement (“Agreement”) is made and entered into this 6th day of May, 2010 (the “Effective Date”) by and between RICHARD RYCHLIK (“Rychlik”) on the one hand, and APPLIED NATURAL GAS FUELS, INC. (“ANGF”), and their successors and assigns, on the other, with reference to the following facts.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2010 • PNG Ventures Inc • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of March 24, 2010, by and among Applied Natural Gas Fuels, Inc., a Nevada corporation (the "Company") and the holders listed on the Schedule of Holders attached hereto as Annex A and identified on the signature pages hereto (each a "Holder" and collectively, the "Holders").
ACKNOWLEDGMENT, CONSENT AND AGREEMENT NO. 1Subordination and Intercreditor Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks
PREAMBLE. Reference is made to the Subordination and Intercreditor Agreement, dated as of June 26, 2008 (the “Subordination Agreement”), made among (i) Black Forest International, LLC (the “Subordinated Creditor”), Fourth Third LLC (“Fourth Third”), as Agent for all Senior Lenders, PNG Ventures, Inc. (“PNG”), New Earth LNG, LLC (“Earth”) and certain subsidiaries of Earth (together with PNG and Earth, called the “Companies” or a “Company”). Capitalized terms used herein, but not expressly defined herein, shall have the meanings given to such terms in the Subordination Agreement.
AMENDMENT NO. 2Credit Agreement • August 22nd, 2008 • PNG Ventures Inc • 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.
GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF MARCH 24, 2010 BY APPLIED NATURAL GAS FUELS, INC. NEW EARTH LNG, LLC 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...Guarantee and Collateral Agreement • March 30th, 2010 • PNG Ventures Inc • Crude petroleum & natural gas
Page Section 1. Definitions 1 1.01. Definition of Terms Used Herein Generally 1 1.02. Definition of Certain Terms Used Herein 1 1.03. Rules of Interpretation 7 Section 2. Guarantee 7 2.01. Guarantee 7 2.02. Right of Contribution 8 2.03. Subrogation 8 2.04. Amendments, etc. with respect to the Borrower Obligations 9 2.05. Guarantee Absolute and Unconditional 9 2.06. Reinstatement 10 2.07. Payments 10 2.08. Waiver of Subrogation 10 Section 3. Grant of Security Interest 12 Section 4. Authorization to File Financing Statements 13 Section 5. Relation to Other Security Documents 14 5.01. Real Estate Documents 14 5.02. Patent and Trademark Security Agreement Supplements 14 Section 6. Representations and Warranties 14 6.01. Grantors’ Legal Status 14 6.02. Grantors’ Legal Names 14 6.03. Grantors’ Locations 14 6.04. Representations in the Credit Agreement 14 6.05. Title to Collateral 15 6.06. Nature of Collateral 15 6.07. Compliance with Laws 15 6.08. Validity of Security Interest 15 6.09. Perfe
ContractSubordination Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks • New York
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of June __, 2008 among Black Forest International, LLC, the “Companies” so identified therein, and Fourth Third LLC (“Agent”), to the indebtedness (including interest) owed by the Companies, and the security interests and liens securing such indebtedness, pursuant to and in connection with that certain Amended and Restated Credit Agreement, dated as of June __, 2008, among the Agent, the lenders named therein and the Companies and the Loan Documents referred to therein as such Credit Agreement and Loan Documents have been and hereafter may be amended, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under that agreement as contemplated by the Subordi
FIRST AMENDED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 27th, 2007 • PNG Ventures Inc • Blank checks
THIS FIRST AMENDED CONVERTIBLE PROMISSORY NOTE (the “Amended Note”), is effective as of August 17, 2007, between Firle Trading, S.A., (the “Noteholder”) and PNG Ventures, Inc., a Nevada corporation (the "Company").
