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”),
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • August 6th, 2008 • PNG Ventures Inc • Blank checks • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this June ___, 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”).
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”.
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.”
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").
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.
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
