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 • July 7th, 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”).
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.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 7th, 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 • July 7th, 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
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”).
