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”).
