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.
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 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).
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").
