Exhibit 10.2


 


SECOND AMENDMENT
TO CREDIT AGREEMENT


 


This SECOND
AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of April 17,
2008, is by and among NOVA BIOFUELS SENECA, LLC, a Delaware limited liability
company (“Borrower”), each of the Lenders party hereto, WESTLB AG, NEW YORK
BRANCH, as administrative agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as
collateral agent for the Senior Secured Parties, and STERLING BANK, a Texas
banking corporation, as accounts bank.


 


PREAMBLE


 


WHEREAS,
the Parties have entered into that certain Credit Agreement dated as of December 26,
2007 (as amended, the “Credit Agreement”); and


 


WHEREAS,
the Parties wish to amend certain of the terms in the Credit Agreement;


 


NOW,
THEREFORE, in consideration of the mutual benefits to be
derived and the representations and warranties, conditions and promises herein
contained, and intending to be legally bound hereby, the Parties hereby agree
as follows:


 


1.             DEFINITIONS AND
INTERPRETATION


 


Unless otherwise
expressly set forth herein, capitalized terms used in this Agreement shall have
the meaning set forth in the Credit Agreement.


 


2.             AMENDMENTS


 


2.1           Section 7.03(n) (Reporting Requirements – Borrowing Base Certificate)
of the Credit Agreement is hereby amended by adding the following at the
beginning thereof:


 


“From and after
the Conversion Date,”.


 


2.2           Exhibit A (Definitions) to the Credit Agreement
is hereby amended by adding the following definition in alphabetical order:


 


““Sponsor” means
Nova Biosource Fuels, Inc., a Nevada corporation.”


 


2.3           Exhibit A (Definitions) to the Credit Agreement
is hereby amended by deleting the definition of “Working Capital Available
Amount” in its entirety and replacing it with the below:


 


“Working Capital Available Amount” means: five
million Dollars ($5,000,000); provided that the Working Capital Available
Amount shall at no time exceed the 


 

















 


Aggregate Working Capital Loan Commitment nor (after
the Conversion Date) the then-effective Borrowing Base, as certified from time
to time by the Borrower.”


 


3.             MISCELLANEOUS


 


3.1           Counterparts


 


This Agreement may
be executed in two or more original copies and each such copy may be executed
by each of the Parties in separate counterpart, each of which copies when
executed and delivered by the Parties shall constitute an original, but all of
which shall together constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or portable document format (“PDF”)
shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


3.2           Governing Law


 


This Agreement
shall be governed by, and construed in accordance with, the laws of the State
of New York, United States of America, without reference to conflicts of laws
(other than Section 5-1401 of the New York General Obligations Law).


 


3.3           Limited Purpose; Effect on Credit Agreement


 


3.3.1        Except as expressly
amended hereby or otherwise provided herein, (a) all of the terms and
conditions of the Credit Agreement and all other Financing Documents remain in
full force and effect, and none of such terms and conditions are, or shall be
construed as, otherwise amended or modified, and (b) nothing in this
Agreement shall constitute a waiver by the Lenders of any Default or Event of
Default, or shall constitute a waiver by the Lenders of any right, power or
remedy available to the Lenders or the other Senior Secured Parties under the
Financing Documents, whether any such defaults, rights, powers or remedies
presently exist or arise in the future.


 


3.3.2        The Credit Agreement
shall, together with the amendments set forth herein, be read and construed as
a single agreement.  All references in
the Credit Agreement and any related documents, instruments and agreements shall
hereafter refer to the Credit Agreement, as amended hereby.


 


3.4           Effectiveness


 


This Agreement
shall become effective, as of the date first written above, upon the execution
of this Agreement by each of the parties hereto.


 


3.5           Authority, Etc.


 


The execution and
delivery by the Borrower of this Agreement and the performance by the Borrower
of all of its agreements and obligations under the Credit 


 


2

















 


Agreement as amended hereby are within its organizational authority and
have been duly authorized by all necessary organizational action on the part
of, and have been duly and validly executed by, the Borrower.  Except as otherwise addressed in this
Agreement, the Borrower represents and warrants that, upon the effectiveness of
this Agreement, no Default or Event of Default has occurred and is continuing
as of the date hereof.


 


 


[The
remainder of this page is intentionally blank.]


 


3

















 


IN WITNESS WHEREOF, the Parties have executed and delivered this Second
Amendment to Credit Agreement as of the date first above written.


 


	
   

  	
  NOVA
  BIOFUELS SENECA, LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Kenneth T. Hern

  
	
   

  	
   

  	
  Name:  Kenneth T. Hern

  
	
   

  	
   

  	
  Title:     Chief Executive Officer

  



 

















 


	
   

  	
  WESTLB
  AG, NEW YORK BRANCH,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James
  Anderson

  
	
   

  	
   

  	
  Name:  James Anderson

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Vastola

  
	
   

  	
   

  	
  Name:  Paul Vastola

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTLB
  AG, NEW YORK BRANCH,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James
  Anderson

  
	
   

  	
   

  	
  Name:  James Anderson

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Vastola

  
	
   

  	
   

  	
  Name:  Paul Vastola

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTLB
  AG, NEW YORK BRANCH,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James
  Anderson

  
	
   

  	
   

  	
  Name:  James Anderson

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Vastola

  
	
   

  	
   

  	
  Name:  Paul Vastola

  
	
   

  	
   

  	
  Title:    Director