exhibit1013.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT
AND EXCHANGE AGREEMENT

     

    AMENDMENT AND EXCHANGE
AGREEMENT (the "Agreement"), dated as of June
25, 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").

     

    WHEREAS:

     

    A.           The
Company and certain buyers (the "Initial Bridge Buyers") are parties to
that certain Securities Purchase Agreement, dated as of June 7, 2006 (the "Existing Initial Bridge Securities
Purchase Agreement"), pursuant to which, the Initial Bridge Buyers
purchased from the Company certain notes, which are no longer outstanding, and
certain Warrants (the "Existing
Initial Bridge Warrants"), which are exercisable into shares (the "Existing Initial Bridge Warrant
Shares") of common stock of the Company, par value $0.001 per share (the
"Common Stock"), in
accordance with the terms thereof.

     

    B.           Contemporaneously
with the execution and delivery of the Existing Initial Bridge Securities
Purchase Agreement, the Company entered into that certain Registration Rights
Agreement, dated July 6, 2006 (as amended prior to the date hereof, the "Existing Initial Bridge Registration
Rights Agreement"), by and between the Company and the Initial Bridge
Buyers, pursuant to which the Company agreed to provide certain registration
rights with respect to the Registrable Securities (as defined in the Existing
Initial Bridge Registration Rights Agreement) under the Securities Act of 1933,
as amended (the "1933
Act"), and the rules and regulations promulgated thereunder, and
applicable state securities laws.

     

    C.           The
Company and Castlerigg PNG Investments LLC (the "Second Bridge Buyer") are parties to
that certain Securities Purchase Agreement, dated as of July 10, 2006 (the
"Existing Second Bridge
Securities Purchase Agreement"), pursuant to which the Second Bridge
Buyers purchased from the Company (i) that certain note, which is no longer
outstanding, (ii) that certain Warrant No. 1 (the "Existing Second Bridge Warrant No.
1"), which is exercisable into shares of Common Stock (the "Existing Second Warrant No. 1
Shares"), in accordance with the terms thereof; and (iii) that certain
Warrant No. 2 (the "Existing
Second Bridge Warrant No. 2", and together with the Existing Second
Bridge Warrant No. 1, the "Existing Second Bridge
Warrants"), which is exercisable into shares of Common Stock (the "Existing Second Warrant No. 2
Shares", and together with the Existing Second Bridge Warrant No. 1
Shares, the "Existing Second
Bridge Warrant Shares"), in accordance with the terms
thereof.

     

    D.           Contemporaneously
with the execution and delivery of the Existing Second Bridge Securities
Purchase Agreement, the Company entered into that certain Registration Rights
Agreement, dated July 10, 2006 (as amended prior to the date hereof, the "Existing Second Bridge Registration
Rights Agreement"), by and between the Company and the Second Bridge
Buyer, pursuant to which the Company agreed to provide certain registration
rights with respect to the Registrable Securities (as defined in the Existing
Second Bridge Registration Rights Agreement) under the 1933 Act, and the rules
and regulations promulgated thereunder, and applicable state securities
laws.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    E.           The
Company, the Investor and certain buyers (collectively with the Investor, the
"Buyers") are parties to
that certain Securities Purchase Agreement, dated as of July 24, 2006 (the
"Existing Primary Securities
Purchase Agreement"), pursuant to which the Buyers purchased from the
Company (i) senior convertible notes (the "Existing Primary Notes"),
which are convertible into shares of Common Stock (the Existing Primary Notes as
converted, the "Existing
Primary Conversion Shares"), in accordance with the terms thereof, (ii)
Series A Warrants (the "Existing Primary Series A
Warrants"), which are exercisable into shares of Common Stock (the "Existing Primary Series A Warrant
Shares"), in accordance with the terms thereof; and (iii) Series B
Warrants (the "Existing Primary
Series B Warrants", and together with the Existing Primary Series A
Warrants, the "Existing Primary
Warrants", together with the Existing Initial Bridge Warrants and the
Existing Second Bridge Warrants, the "Existing Warrants"), which are
exercisable into shares of Common Stock (the "Existing Primary Series B Warrant
Shares", and together with the Existing Primary Series A Warrant Shares,
the "Existing Primary Warrant
Shares", and together with the Existing Initial Bridge Warrant Shares and
the Existing Second Bridge Warrant Shares, the "Existing Warrant Shares"), in
accordance with the terms thereof.

     

    F.           Contemporaneously
with the execution and delivery of Existing Primary Securities Purchase
Agreement, the Company entered into that certain Registration Rights Agreement,
dated July 24, 2006 (as amended prior to the date hereof, the "Existing Primary Registration Rights
Agreement"), by and between the Company and the Buyers, pursuant to which
the Company agreed to provide certain registration rights with respect to the
Registrable Securities (as defined in the Existing Primary Registration Rights
Agreement) under the 1933 Act, and the rules and regulations promulgated
thereunder, and applicable state securities laws.

     

    G.           On
November 13, 2007, the Company, Dennis Mclaughlin III and certain Buyers entered
into that certain Interim Restructuring Agreement (the "Restructuring Agreement"),
pursuant to which, among other things, (A) the Company granted to each holder of
Existing Primary Notes a perfected security interest in certain assets of the
Company and the stock, equity interests and assets of certain of the Company's
subsidiaries as evidenced by (i) a security and pledge agreement (the "Existing Security Agreement"),
and (ii) and certain guaranties of the subsidiaries of the Company (the "Existing Guaranties") and (B)
Dennis Mclaughlin III delivered guaranties to certain of the Investors (the
"McLaughlin
Guaranties").

     

    H.           Concurrently
herewith, the Company, Earth LNG, Inc., a wholly owned subsidiary of EBOF
("LNG Sub"), New Earth
LNG, LLC, a Delaware limited liability company and a wholly owned subsidiary of
Earth LNG, Inc. and PNG Ventures, Inc., a Nevada corporation ("PNG") have entered into that
certain Share Exchange Agreement (the "Exchange Agreement") pursuant
to which the LNG Sub and PNG will exchange (the "Share Exchange", and the date
of the consummation of the Share Exchange, the "Share Exchange Date") 100% of
the membership interests of New Earth LNG, LLC for 7,000,000 shares (the "PNG Shares") of publicly
listed and traded common stock, $0.001 par value of PNG (the "PNG Common
Stock").

     

    I.           The
Company has authorized a new series of senior subordinated secured convertible
exchangeable notes of the Company, in the form attached hereto as Exhibit A (the "Series B Notes"), which Series
B Notes shall be convertible into the Company's Common Stock

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (as
converted, the "Series B
Conversion Shares") and
exchangeable into PNG Shares, in accordance with the terms of the Series B
Notes.

     

    J.           The
Company and the Investor desire to enter into this Agreement, pursuant to which,
among other things, (i) the Company and the Investor shall amend and restate all
of such Investor's Existing Primary Notes for a senior secured convertible
exchangeable note in the form attached hereto as Exhibit B (the "Amended and Restated Primary
Notes", and together with the Series B Notes, the "2008 Amendment Notes"), which
shall be convertible into Common Stock (as converted, the "Amended and Restated Conversion
Shares", and together with the Series B Conversion Shares, the "2008 Amendment Conversion
Shares") and exchangeable into PNG Shares, in accordance with the terms
thereof and which principal amount of Amended and Restated Primary Notes to be
issued to the Investors, in the aggregate, shall equal $87,000,000, (ii)
immediately prior to the Share Exchange Date and the Closing Date, the Company
and the Investor desire to exchange $55,928.57 of the EBOF Note (as defined in
the Share Exchange Agreement) (the "Investor PNG Note") pursuant
to the Settlement Exchange Agreement in the form attached hereto as Exhibit J (the "Investor Settlement Exchange
Agreement") for $55,928.57 of the amounts outstanding under the Existing
Primary Note of the Investor, and (iii) as reimbursement of $3,000,000 in
aggregate legal fees and expenses of the Investor and/or its affiliates (the
"Investor Legal Fee
Amount"), the Company shall issue to the Investor, upon the terms and
conditions stated in this Agreement, a Series B Note in aggregate principal
amount equal to the Investor Legal Fee Amount.

     

    K.           The
Series B Notes will rank junior to the Amended and Restated Primary Notes and
the Amended and Restated Primary Notes and the Series B Notes will rank senior
to all outstanding and future indebtedness of the Company, other than Permitted
Senior Indebtedness (as defined in the Amended and Restated Primary Notes), and
will be secured by a perfected security interest in certain of the assets of the
Company and the stock, equity interests and assets of certain of the Company's
subsidiaries (other than LNG Sub and its subsidiaries) and the PNG Shares, as
evidenced by (i) an amended and restated security and pledge agreement, in the
form attached hereto as Exhibit D (as amended
or modified from time to time in accordance with its terms, the "Amended and Restated Security
Agreement"), which amends and restates the Existing Security Agreement,
(ii) the amended and restated guaranties of certain subsidiaries of the Company
(other than LNG Sub) in the forms attached hereto as Exhibit E (as amended
or modified from time to time in accordance with their terms, the "Amended and Restated
Guaranties"), which amends and restates the Existing Guaranties and (iii)
the Release, Consent and Waiver of each of the Investors, the Company, PNG, the
LNG Sub and certain other subsidiaries of the Company, in the forms attached
hereto as Exhibit
F (the "Releases", and, together with
the Amended and Restated Guaranties and the Amended and Restated Security
Agreement and any ancillary documents related thereto, collectively the "Security
Documents").

     

    L.           As
a closing condition to the transactions contemplated hereby, certain of the
other holders of Existing Primary Notes (the "Other Investors", and together
with the Investor, the "Investors"), which Other
Investors, together with the Investor, hold, in the aggregate, over 66 2/3rds of
the principal amount of the Existing Primary Notes outstanding as of the date
hereof, are executing agreements identical to this Agreement (the "Other Agreements", and
together with this Agreement, the "Amendments") (other than
proportional

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    changes
in the numbers reflecting the (i) different principal amount of such Other
Investor's Existing Primary Notes and (ii) different principal amount of such
Other Investor's Series B Notes, if any, in each case, being issued in such 2008
Amendment Notes to such Other Investor ("Proportionate
Changes")).

     

    M.           The
amendment of the Existing Primary Notes is being made in reliance upon the
exemption from registration provided by Section 3(a)(9) of the 1933
Act.  The issuance of the Series B Notes, if any, is being made in
reliance upon the exemption from registration provided by 4(2) of the 1933 Act
and Rule 506 of Regulation D as promulgated by the SEC under the 1933
Act.

     

    N.           Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings ascribed to them in the Existing Primary Securities Purchase
Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set
forth, the Company and the Investor hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              AMENDMENT AND
      RESTATEMENT OF NOTES; ISSUANCE OF SERIES B
  NOTE

            


    

     

    (a)           Amendment and Restatement;
Issuance of Series B Note.  Subject to satisfaction (or waiver)
of the conditions set forth in Sections 4 and 5 below, at the closing
contemplated by this Agreement (the "Closing"), the Investor's
Existing Primary Notes, Existing Initial Bridge Warrants, if any, Existing
Second Bridge Warrants, if any, Existing Primary Series A Warrants and Existing
Primary Series B Warrants shall be cancelled and the Company shall issue and
deliver to the Investor (i) an Amended and Restated Primary Note in a principal
amount equal to $87,000,000 and (ii) a Series B Note in the principal amount
equal to the Investor Legal Fee Amount as payment in full of the outstanding
legal fees and expenses of the Investor as of the Closing.

     

    (b)           Termination of Registration
Rights Agreements.  Subject to satisfaction (or waiver) of the
conditions set forth in Sections 4 and 5 below, at the Closing each of (i) the
Existing Initial Bridge Registration Rights Agreement, (ii) Existing Second
Bridge Registration Rights Agreement and (iii) the Existing Primary Registration
Rights Agreement (collectively, the "Existing Registration Rights
Agreements") shall be deemed terminated and null and void.

     

    (c)           Ratifications.

     

    (i)           Existing Transaction
Documents.  Each of the Transaction Documents (as defined in
the Existing Primary Securities Purchase Agreement), the Transaction Documents
(as defined in the Existing Initial Bridge Securities Purchase Agreement) and
the Transaction Documents (as defined in the Existing Second Bridge Securities
Purchase Agreement, collectively, the "Existing Transaction
Documents") (other than Existing Registration Rights Agreements) is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except as otherwise amended hereby or in accordance
herewith.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii)           Existing Security Agreement;
Existing Guaranties.  Except as provided in the Releases, to
the extent that the Existing Security Agreement or Existing Guarantees purports
to assign or pledge to the holders of Existing Primary Notes, or Sandell Asset
Management Corp, as collateral agent, or to grant to the holders of Existing
Primary Notes, or Sandell Asset Management Corp, as collateral agent, a security
interest in or lien on, any collateral as security for the obligations of the
Company from time to time existing in respect of the Existing Primary Notes,
such pledge, assignment and/or grant of the security interest or lien is hereby
ratified and confirmed in all respects, and shall apply with respect to the
obligations under the Amended and Restated Primary Notes and Series B
Notes.

     

    (d)           Closing
Date.  The date and time of the Closing (the "Closing Date") shall be 10:00
a.m., New York Time, on the date hereof, subject to notification of satisfaction
(or waiver) of the conditions to the Closing set forth in Sections 4 and 5 below
(or such other time and date as is mutually agreed to by the Company and the
Investor).  The Closing shall occur on the Closing Date at the offices
of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York
10022.

     

    (e)           Delivery.  On
the Closing Date, (i) the Company shall issue and deliver to the Investor
(A) the Investor's Amended and Restated Primary Notes, duly executed on
behalf of the Company and registered in the name of the Investor, and (B) the
Investor's Series B Notes, if any, duly executed on behalf of the Company and
registered in the name of the Investor, and (ii) the Investor's Existing
Primary Notes, Existing Initial Bridge Warrants, if any, Existing Second Bridge
Warrants, if any, Existing Primary Series A Warrants and Existing Primary Series
B Warrants shall be cancelled.  The Investor hereby covenants to use
its reasonable best efforts to deliver its cancelled Existing Primary Notes,
Existing Initial Bridge Warrants, if any, Existing Second Bridge Warrants, if
any, Existing Primary Series A Warrants and Existing Primary Series B Warrants
to the Company or its agents no later than thirty (30) days after the Closing
Date.

     

    (f)           Holding
Period.

     

    (i)           For
the purposes of Rule 144, the Company acknowledges that the holding period of
the Amended and Restated Primary Notes and the Series B Notes (including the
corresponding Amended and Restated Conversion Shares and Series B Conversion
Shares) may be tacked onto the holding period of the Existing Primary Notes and
the Company agrees not to take a position contrary to this Section
1(f).  The Company agrees to take all actions, including, without
limitation, the issuance by its legal counsel of any necessary legal opinions,
necessary to issue the Amended and Restated Conversion Shares and the Series B
Conversion Shares that are freely tradable on an Eligible Market without
restriction and not containing any restrictive legend without the need for any
action by the Investor.

     

    (ii)           So
long as the Investor owns any 2008 Amendment Notes or 2008 Amendment Conversion
Shares (collectively the "2008
Amendment Securities") or any capital stock of the Company issued or
issuable with respect to the 2008 Amendment Securities as a result of any stock
split, stock dividend,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    recapitalization,
exchange or similar event or otherwise, without regard to any limitations on
conversions of the 2008 Amendment Notes (the "Registrable Securities"), with
a view to making available to the Investor the benefits of Rule 144 promulgated
under the 1933 Act or any other similar rule or regulation of the SEC that may
at any time permit the Investor to sell securities of the Company to the public
without registration ("Rule
144"), the Company agrees to:

     

    (1)          make
and keep public information available, as those terms are understood and defined
in Rule 144;

     

    (2)          file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains
subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and

     

    (3)          furnish
to the Investor so long as the Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company, if true, that it has
complied with the reporting requirements of Rule 144, the 1933 Act and the 1934
Act, (ii) a copy of the most recent annual report of the Company and such other
reports and documents so filed by the Company (but only if such reports are not
publicly available on the EDGAR system), and (iii) such other information as may
be reasonably requested to permit the Investor to sell such securities pursuant
to Rule 144 without registration.

     

    (g)           Disclosure of Transactions
and Other Material Information.  On or before 8:30 a.m., New
York City time, on the first Business Day following the date of this Agreement,
the Company shall issue a press release and, within four business days after the
date of this Agreement, file a Current Report on Form 8-K describing the terms
of the transactions contemplated by this Agreement in the form required by the
1934 Act and attaching the material Transaction Documents not previously filed
(including, without limitation, this Agreement (and all schedules to this
Agreement), the Security Documents, the form of Release, the form of the Amended
and Restated Primary Notes and the form of Series B Notes) (including all
attachments, the "8-K
Filing").  From and after the filing of the 8-K Filing with the
SEC, the Investor shall not be in possession of any material, nonpublic
information received from the Company, any of its Subsidiaries or any of its
respective officers, directors, employees or agents, that is not disclosed in
the 8-K Filing.  The Company shall not, and shall cause each of its
Subsidiaries and its and each of their respective officers, directors, employees
and agents, not to, provide the Investor with any material, nonpublic
information regarding the Company or any of its Subsidiaries from and after the
filing of the 8-K Filing with the SEC without the express written consent of the
Investor or as may be required under the terms of the Transaction
Documents.  If the Investor has, or believes it has, received any such
material, nonpublic information regarding the Company or any of its
Subsidiaries, it shall provide the Company with written notice
thereof.  The Company shall, within five (5) Trading Days (as defined
in the Amended and Restated Note) of receipt of such notice, make public
disclosure of such material, nonpublic information.  In the event of a
breach of the foregoing covenant by the Company, any of its Subsidiaries, or any
of its or their respective officers, directors, employees and agents,
in

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    addition
to any other remedy provided herein or in the Transaction Documents, the
Investor shall have the right to make a public disclosure, in the form of a
press release, public advertisement or otherwise, of such material, nonpublic
information without the prior approval by the Company, its Subsidiaries, or any
of its or their respective officers, directors, employees or
agents.  The Investor shall not have any liability to the Company, its
Subsidiaries, or any of its or their respective officers, directors, employees,
stockholders or agents for any such disclosure.  Subject to the
foregoing, neither the Company, its Subsidiaries nor the Investor shall issue
any press releases or any other public statements with respect to the
transactions contemplated hereby; provided, however, that the Company shall be
entitled, without the prior approval of the Investor, to make any press release
or other public disclosure with respect to such transactions (i) in substantial
conformity with the 8-K Filing and contemporaneously therewith and (ii) as is
required by applicable law and regulations (provided that in the case of clause
(i) the Investor shall be consulted by the Company in connection with any such
press release or other public disclosure prior to its
release).  Without the prior written consent of the Investor, neither
the Company nor any of its Subsidiaries or affiliates shall disclose the name of
the Investor in any filing, announcement, release or otherwise, unless such
disclosure is required by law, regulation or the Principal Market.

     

    (h)           Post-Closing
Covenants.

     

    (i)           On
or prior to five (5) calendar days after the Closing Date, Fourth Third LLC
shall have duly executed and delivered to the Investor and the Company the
intercreditor agreement and consent to the transactions contemplated hereby and
under the Share Exchange Agreement each in a form reasonably acceptable to the
Collateral Agent.

     

    (ii)           On
or prior to five (5) calendar days after the Closing Date, (A) the Share
Exchange shall have been consummated in accordance with the terms of the Share
Exchange Agreement without any amendment, modification or waiver thereof (except
with the prior written consent of the Collateral Agent), (B) PNG shall have
appointed the individuals set forth on Table I of Schedule 1(h)(iii) to
the offices set forth opposite their names on Table I of Schedule 1(h)(iii)
attached hereto, (C) PNG shall have appointed the individuals set forth on Table
II of Schedule
1(h)(iii) as directors of PNG and the Company shall have duly executed
and delivered to the Investor that certain Voting Agreement and Irrevocable
Proxies in the form attached hereto as Exhibit G and (D) the
Investor PNG Note shall have been delivered to the Investor, duly executed on
behalf of PNG and registered in the name of the Investor.

     

    (iii)           On
or prior to five (5) calendar days after the Closing Date, in accordance with
the terms of the Security Documents, the Company shall have delivered to the
Collateral Agent (i) certificates representing the Company’s Subsidiaries’
shares of capital stock to the extent such subsidiary is a corporation or
otherwise has certificated capital stock, along with duly executed blank stock
powers and (ii) appropriate financing statements on Form UCC-I to be duly filed
in such office or offices as may be necessary or, in the opinion of the
Collateral Agent, desirable to perfect the security interests purported to be
created by each Security Document.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iv)           On
or prior to five (5) calendar days after the Closing Date, the Company shall
have ordered from a nationally recognized lien search firm (such as CT), for
delivery to the Investor, true copies of UCC search results, listing all
effective financing statements which name as debtor the Company or any of its
Subsidiaries filed in the prior five years to perfect an interest in any assets
thereof, together with copies of such financing statements, none of which,
except for Permitted Liens and as otherwise agreed in writing by the Investor,
shall cover any of the Collateral (as defined in the Security Documents) and the
results of searches for any tax lien and judgment lien filed against such Person
or its property, which results, except as otherwise agreed to in writing by the
Collateral Agent and except with respect to any Permitted Liens (as defined in
the Amended and Restated Primary Notes) shall either (x) not show any such Liens
(as defined in the Amended and Restated Primary Notes) or (y) be accompanied
with evidence that such Liens have been terminated.

     

    (v)           On
or prior to the second (2nd) calendar day after the Stockholder Approval Date,
the Company shall have filed an amended and restated Certificate of
Incorporation with the Secretary of State of Delaware effecting the Capital
Increase (as defined below), in form and substance reasonably acceptable to the
Collateral Agent.

     

    (vi)           On
or prior to the seventy-seventh (77th) calendar day after the Stockholder
Approval Date, the Company shall have filed an amended and restated Certificate
of Incorporation with the Secretary of State of Delaware effecting the Reverse
Stock Split (as defined below), in form and substance reasonably acceptable to
the Collateral Agent.

     

    (vii)           On
or prior to the fifth (5th) calendar day after the date hereof, each of the
Other Investors and the Company shall have (i) executed the Other Agreements,
(ii) the Releases, (iii) satisfied or waived all conditions to the closings
contemplated by such agreements and (iv) caused their Existing Initial Bridge
Warrants, if any, Existing Second Bridge Warrants, if any, Existing Primary
Notes, Existing Primary Series A Warrants and Existing Primary Series B Warrants
to be cancelled in exchange for Amended and Restated Primary Notes and, if
applicable, the Series B Notes, identical to the Amended and Restated Primary
Notes and, if applicable, the Series B Notes to be issued to the Investor
hereunder (other than the Proportionate Changes).

     

    (viii)                      On
or prior to the fifth (5th) calendar day after the date hereof, the Investor
shall have received the opinions of Sichenzia Ross Friedman Ference LLP, the
Company's outside counsel, dated as of the Closing Date, in substantially the
form of Exhibit H
attached hereto.

     

    (ix)           On
or prior to the fifth (5th) calendar day after the date hereof, the Company
shall have delivered to the Investor a copy of the Irrevocable Transfer Agent
Instructions, in the form of Exhibit L attached
hereto, which instructions shall have been delivered to and acknowledged in
writing by the Company's transfer agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (x)           On
or prior to the fifth (5th) calendar day after the date hereof, the Company
shall have delivered to the Investor a letter from the Company’s transfer agent
certifying the number of shares of Common Stock outstanding as of a date within
five days of the Closing Date.

     

    (i)           Stockholder
Approval.  On or prior to ten (10) calendar days after the
Closing Date, the Company shall file with the SEC and, as soon as possible as
permitted under the applicable rules and regulations promulgated by the SEC,
provide each Stockholder of the Company with an information statement complying
with the requirements of the 1934 Act and substantially in the form that has
been previously reviewed and approved by the Investors and Schulte Roth &
Zabel LLP at the expense of the Company informing such Stockholders of the
actions taken in accordance with the Resolutions (as defined below) and of the
Stockholder Approval (as defined below).  In addition to the
foregoing, if required by any governmental or regulatory agency, the Company
shall provide each Stockholder entitled to vote at a special or annual meeting
of Stockholders of the Company (the "Stockholder Meeting"), which
shall be called as promptly as practicable after the date hereof, but in no
event later than seventy-three (73) calendar days after the Closing Date (the
"Stockholder Meeting
Deadline"), a proxy statement, in a form reasonably acceptable to the
Investors after review by Schulte Roth & Zabel LLP at the expense of the
Company, soliciting each such Stockholder's affirmative vote at the Stockholder
Meeting for approval of resolutions (the "Resolutions") providing for
(x) the increase in the authorized Common Stock from 400,000,000 shares to
1,000,000,000 shares (the "Capital Increase"), (y) a
reverse stock split of the Common Stock at a rate of one (1) share of Common
Stock for each two hundred and fifty (250) shares of Common Stock outstanding
(the "Reverse Stock
Split") and (z) the issuance of all of the Securities as described in the
Transaction Documents in accordance with applicable law and the rules and
regulations of the Principal Market (such affirmative approval being referred to
herein as the "Stockholder
Approval" and the date such approval is obtained, the "Stockholder Approval Date"),
and the Company shall use its reasonable best efforts to solicit its
Stockholders' approval of such Resolutions and to cause the Board of Directors
of the Company to recommend to the Stockholders that they approve the
Resolutions.  The Company shall be obligated to seek to obtain the
Stockholder Approval by the Stockholder Meeting Deadline.  If, despite
the Company's reasonable best efforts, the Stockholder Approval is not obtained
at the Stockholder Meeting, the Company shall cause an additional Stockholder
Meeting to be held each calendar quarter thereafter until Stockholder Approval
is obtained.

     

    (j)           Upon
the later to occur of (x) the Closing Date and (y) the Company's satisfaction in
full of the covenants set forth in Section 1(h) above, as determined by the
Collateral Agent in its sole discretion, the McLaughlin Guaranties issued to the
Investor shall be
deemed terminated and null and void.

     

    
      	
               
      

            	
              2.

            	
              AMENDMENTS TO
      TRANSACTION DOCUMENTS.

            


    

     

    (a)           Each
Transaction Document (as defined in the Existing Primary Securities Purchase
Agreement) is hereby amended as follows:

     

    (i)           All
references in the Existing Primary Securities Purchase Agreement to "this
Agreement", "hereto", "hereof", "hereunder" or words of like import

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    referring
to the Existing Primary Securities Purchase Agreement shall mean the Existing
Primary Securities Purchase Agreement as amended by the Amendments.

     

    (ii)           All
references in the other Transaction Documents (as defined in the Existing
Primary Securities Purchase Agreement) to the "Securities Purchase Agreement",
"thereto", "thereof", "thereunder" or words of like import referring to the
Existing Primary Securities Purchase Agreement shall mean the Existing Primary
Securities Purchase Agreement as amended by the Amendments.

     

    (iii)           All
references to "Conversion Shares" shall mean, and are hereby replaced with, the
"Amended and Restated Conversion Shares (as defined in those certain Amendment
Agreements, dated June 25, 2008, by and between the Company and the parties
thereto (the "Amendment
Agreements")) and the Series B Conversion Shares (as defined in the
Amendment Agreements)";

     

    (iv)           All
references to "Notes" shall mean, and are hereby replaced with, the "Amended and
Restated Primary Notes (as defined in the Amendment Agreements) and the Series B
Notes (as defined in the Amendment Agreements)";

     

    (v)           The
defined term "Transaction Documents" is hereby amended to include the Amendment
Agreements, the Amended and Restated Primary Notes, the Series B Notes and the
Security Documents (as defined in the Amendment Agreements).

     

    (b)           Section
4 of the Existing Primary Securities Purchase Agreement is hereby amended by
adding the following:

     

    "(v)           Collateral
Agent.  Each Buyer hereby (a) appoints Castlerigg PNG
Investments LLC as the collateral agent hereunder and under the other Security
Documents (as defined in the Amendment Agreements) (in such capacity, the "Collateral Agent"), and (b)
authorizes the Collateral Agent (and its officers, directors, employees and
agents) to take such action on such Buyer's behalf in accordance with the terms
hereof and thereof.  The Collateral Agent shall not have, by reason
hereof or any of the other Security Documents, a fiduciary relationship in
respect of any Buyer.  Neither the Collateral Agent nor any of its
officers, directors, employees and agents shall have any liability to any Buyer
for any action taken or omitted to be taken in connection hereof or any other
Security Document except to the extent caused by its own gross negligence or
willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold
harmless the Collateral Agent and all of its officers, directors, employees and
agents (collectively, the "Indemnitees") from and against
any losses, damages, liabilities, obligations, penalties, actions, judgments,
suits, fees, costs and expenses (including, without limitation, reasonable
attorneys' fees, costs and expenses) incurred by such Indemnitee, whether
direct, indirect or consequential, arising from or in connection with the
performance by such Indemnitee of the duties and obligations of Collateral Agent
pursuant hereto or any of the Security

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Documents.  The
Collateral Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the holders of at least two-thirds in principal amount of the Notes then
outstanding, and such instructions shall be binding upon all holders of Notes;
provided, however, that the
Collateral Agent shall not be required to take any action which, in the
reasonable opinion of the Agent, exposes the Agent to liability or which is
contrary to this Agreement or any other Transaction Document or applicable
law.  The Collateral Agent shall be entitled to rely upon any written
notices, statements, certificates, orders or other documents or any telephone
message believed by it in good faith to be genuine and correct and to have been
signed, sent or made by the proper Person, and with respect to all matters
pertaining to this Agreement or any of the other Transaction Documents and its
duties hereunder or thereunder, upon advice of counsel selected by
it.

     

    (w)           Successor Collateral
Agent .

     

    (i)           The
Collateral Agent may resign from the performance of all its functions and duties
hereunder and under the other Transaction Documents at any time by giving at
least thirty (30) Business Days' prior written notice to the Company and each
holder of Notes.  Such resignation shall take effect upon the
acceptance by a successor Collateral Agent of appointment pursuant to clauses
(ii) and (iii) below or as otherwise provided below.

     

    (ii)           Upon
any such notice of resignation, the holders of at least two-thirds in principal
amount of the Notes then outstanding shall appoint a successor collateral
agent.  Upon the acceptance of any appointment as collateral agent
hereunder by a successor agent, such successor collateral agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the collateral agent, and the Collateral Agent shall be discharged from its
duties and obligations under this Agreement and the other Transaction
Documents.  After the Collateral Agent's resignation hereunder as the
collateral agent, the provisions of this Section 4(w) shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was the Collateral
Agent under this Agreement and the other Transaction Documents.

     

    (iii)           If
a successor collateral agent shall not have been so appointed within said thirty
(30) Business Day period, the Collateral Agent shall then appoint a successor
collateral agent who shall serve as the collateral agent until such time, if
any, as the holders of at least two-thirds in principal amount of the Notes then
outstanding appoint a successor collateral agent as provided
above."

     

    
      	
               
      

            	
              3.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

     

    (a)           Investor
Representations.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)           The
Investor hereby represents and warrants to the Company as to the Amended and
Restated Primary Notes and Series B Notes, if any, being issued to the Investor
hereunder as set forth in Section 2 of the Existing Primary Securities Purchase
Agreement (as amended hereby) as if such representations and warranties were
made as of the date hereof (except for representations and warranties that speak
as of a specific date, which shall remain true and correct as of such specific
date) and set forth in their entirety in this Agreement.

     

    (b)           Company
Representations.

     

    (i)           The
Company represents and warrants to the Investor as set forth in Section 3 of
each of the Existing Primary Securities Purchase Agreement as if such
representations and warranties were made as of the date hereof (except for
representations and warranties that speak as of a specific date, which shall
remain true and correct as of such specific date, and except as set forth in a
Disclosure Schedule attached hereto) and set forth in their entirety in this
Agreement.  Such representations and warranties to the transactions
thereunder and the securities issued thereby are hereby deemed for purposes of
this Agreement to be references to the transactions hereunder and the issuance
of the securities hereby, references therein to “Closing Date” being deemed
references to the Closing Date as defined in Section 1(d) above, and references
to “the date hereof” being deemed references to the date of this
Agreement.

     

    (ii)           The Company represents and warrants to the
Investor all of the representations and warrants of the Company set forth in the
Share Exchange Agreement, as if such representations and warranties are set
forth herein, mutatis
mutandis.

     

    (iii)           LNG Sub represents and warrants to the Investor
all of the representations and warrants of LNG Sub set forth in the Share
Exchange Agreement, as if such representations and warranties are set forth
herein, mutatis
mutandis.

     

    (c)           No Event of
Default.  The Company represents and warrants to the Investor
that after giving effect to the terms of this Agreement and the Other
Agreements, no Default or Event of Default (as defined in the Amended and
Restated Primary Notes) shall have occurred and be continuing as of the date
hereof.

     

    
      	
               
      

            	
              4.

            	
              CONDITIONS TO
      COMPANY'S OBLIGATIONS
HEREUNDER.

            


    

     

    The
obligations of the Company to the Investor hereunder are subject to the
satisfaction of each of the following conditions, provided that these conditions
are for the Company's sole benefit and may be waived by the Company at any time
in its sole discretion by providing the Investor with prior written notice
thereof:

    


    (a)           The
Investor shall have executed this Agreement and delivered the same to the
Company.

     

    (b)           Each
of the Other Investors shall have executed the Other Agreements.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           CONDITIONS
TO INVESTOR'S OBLIGATIONs hereunder.

     

    The
obligations of the Investor hereunder are subject to the satisfaction of each of
the following conditions, provided that these conditions are for the Investor's
sole benefit and may be waived by the Investor at any time in its sole
discretion by providing the Company with prior written notice
thereof:

    


    (a)           The
Company shall have duly executed and delivered to the Investor (i) this
Agreement, (ii) the Series B Notes (allocated in such principal amounts as the
Investor shall request) being issued to the Investor at the Closing pursuant to
this Agreement and (iii) the Amended and Restated Primary Notes (allocated in
such principal amounts as the Investor shall request) being issued to the
Investor at the Closing pursuant to this Agreement.

     

    (b)           Each
of the Company and its Subsidiaries shall have duly executed and delivered to
the Investor the Security Documents to which it is a party.

     

    (c)           The
Company shall have delivered to the Investor a certificate, in the form attached
hereto as Exhibit I,
executed by the Secretary of the Company and dated as of the Closing Date, as to
(i) the resolutions approving the transactions contemplated hereby as adopted by
the Board in a form reasonably acceptable to the Investor, (ii) the Certificate
of Incorporation and (iii) the Bylaws, each as in effect as of the
Closing.

     

    (d)           The
Company shall have delivered to the Investor a certificate (or a fax or pdf copy
of such certificate) evidencing the formation and good standing of the Company
and each of its Subsidiaries in such entity’s jurisdiction of formation issued
by the Secretary of State (or comparable office) of such jurisdiction, as of a
date within ten (10) days of the Closing Date.

     

    (e)           The
Company shall have delivered to the Investor a certificate (or a fax or pdf copy
of such certificate) evidencing the Company’s qualification as a foreign
corporation and good standing issued by the Secretary of State of Delaware,
which is the only jurisdiction in which the Company conducts business and is
required to so qualify, as of a date within ten (10) days of the Closing
Date.

     

    (f)           The
Company shall have delivered to the Investor a certified copy of the Certificate
of Incorporation as certified by the Secretary of State of the State of Delaware
(or a fax or pdf copy of such certificate) within ten (10) days of the Closing
Date.

     

    (g)           The
representations and warranties of the Company in Section 3(b) shall be
true and correct in all material respects (except for those representations and
warranties that are qualified by materiality or Material Adverse Effect, which
shall be true and correct in all respects) as of the date when made and as of
the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date, which shall be true and correct as
of such specified date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.  The Investor
shall have received a certificate, executed by the Chief

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Executive
Officer or Chief Financial Officer of the Company, dated as of the Closing Date,
to the foregoing effect in the form attached hereto as Exhibit
K.

     

    (h)           The
Common Stock (I) shall be designated for quotation or listed on the Principal
Market and (II) shall not have been suspended, as of the Closing Date, by the
SEC or the Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of the
Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by
falling below the minimum listing maintenance requirements of the Principal
Market.

     

    (i)           The
Share Exchange Agreement, shall have been duly executed and delivered by all
parties thereto to the Investor shall provide that the Investors are expressed
third party beneficiaries thereof and shall be reasonably acceptable to the
Collateral Agent.

     

    (j)           The
Company shall have duly executed and delivered the Settlement Exchange Agreement
to PNG and the Investor.

     

    (k)           PNG
shall have duly executed and delivered Exhibit A to the
Settlement Exchange Agreement to the Investor.

     

    (l)           The
Company shall have obtained all governmental, regulatory or third party consents
and approvals, if any, necessary for the sale of the Securities, including,
without limitation, any approvals or notifications required by the Principal
Market.

     

    
      	
               
      

            	
              6.

            	
              TERMINATION.

            


    

     

    In the
event that the Closing does not occur by June 30, 2008, due to the Company's or
the Investor's failure to satisfy the conditions set forth in Sections 4 and 5
hereof (and the nonbreaching party's failure to waive such unsatisfied
conditions(s)), the nonbreaching party shall have the option to terminate their
obligations to consummate the transactions contemplated hereby at the close of
business on such date without liability of any party to any other party;
provided, however, that the Company shall remain obligated to issue the Series B
Note to Castlerigg PNG Investments LLC and to execute and deliver the Security
Documents to the Investors no later than five (5) calendar days after such
termination.

    


    
      	
               
      

            	
              7.

            	
              MISCELLANEOUS.

            


    

     

    (a)           Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the
signature were an original, not a facsimile signature.

     

    (b)           Headings.  The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Severability.  If
any provision of this Agreement is prohibited by law or otherwise determined to
be invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Agreement so long as this Agreement
as so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties.  The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).

     

    (d)           Governing Law; Jurisdiction;
Jury Trial.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof.  Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.  EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

     

    (e)           No Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.

     

    (f)           Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    request
in order to carry out the intent and accomplish the purposes of this Agreement
and the consummation of the transactions contemplated hereby.

     

    (g)           No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.

     

    (h)           Entire Agreement; Effect on
Prior Agreements; Amendments.  Except for the Existing
Transaction Documents (in each case, to the extent any such Existing Transaction
Document is not amended by this Agreement), this Agreement supersedes all other
prior oral or written agreements between the Investor, the Company, their
affiliates and Persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters.  No
provision of this Agreement may be amended other than by an instrument in
writing signed by the Company and the Investor and to the extent that Other
Investors may be affected thereby, by the holders of a majority of the principal
amount of the 2008 Amendment Notes.  No provision hereof may be waived
other than by an instrument in writing signed by the party against whom
enforcement is sought.  No consideration shall be offered or paid to
any Person to amend or consent to a waiver or modification of any provision of
any of the Existing Transaction Documents, the Amendments, the Security
Documents, or any of the 2008 Amendment Securities unless the same consideration
also is offered to all of the holders of 2008 Amendment Notes.  The
Company has not, directly or indirectly, made any agreements with any of the
Investors relating to the terms or conditions of the transactions contemplated
by the Existing Transaction Documents except as set forth in the Existing
Transaction Documents.

     

    (i)           Notices.  Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered:  (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with an overnight courier
service, in each case properly addressed to the party to receive the
same.  The addresses and facsimile numbers for such communications
shall be:

     

    If to the
Company:

     

    Earth
Biofuels, Inc.

     

    3001 Knox
Street, Suite 403,

     

    Dallas,
Texas 75205

     

    Telephone:                                (214)
389-9800

     

    Facsimile:                                (214)
389-9806

     

    Attention:                                Dennis
McLaughlin

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Copy to
(for informational purposes only):

     

    Sichenzia
Ross Friedman Ference LLP

     

    61
Broadway

     

    32nd
Floor

     

    New York,
NY 10006

     

    Telephone:  (212)
930-9700

     

    Facsimile:   (212)
930-9725

     

    Attention:  Gregory
Sichenzia, Esq.

     

    If to the
Investor, to its address and facsimile number set forth in the Existing Primary
Securities Purchase Agreement, with copies to the Investor's representatives as
set forth on the Existing Primary Securities Purchase Agreement or on the
signature page to this Agreement,

     

    with a
copy (for informational purposes only) to:

     

    Schulte
Roth & Zabel LLP

     

    919 Third
Avenue

     

    New York,
New York  10022

     

    Telephone:                                (212)
756-2000

     

    Facsimile:                                (212)
593-5955

     

    Attention:                                Eleazer
N. Klein, Esq.

     

    or to
such other address and/or facsimile number and/or to the attention of such other
Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such
change.  Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above,
respectively.

     

    (j)           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns in accordance
with the terms of the Securities Purchase Agreement.

     

    (k)           Survival.  Unless
this Agreement is terminated under Section 8, the representations and warranties
of the Company and the Investor contained herein and the agreements and
covenants set forth herein shall survive the Closing.

     

    (l)           Remedies.  The
Investor, each holder of the 2008 Amendment Securities shall have all rights and
remedies set forth in the Transaction Documents and all rights and remedies
which such holders have been granted at any time under any other agreement or
contract and all of the rights which such holders have under any
law.  Any Person having any rights under any provision of this
Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by
law.  Furthermore, the Company recognizes that in the event that it
fails to perform, observe, or discharge any or all of

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    its
obligations under this Agreement, any remedy at law may prove to be inadequate
relief to the Investor.  The Company therefore agrees that the
Investor shall be entitled to seek temporary and permanent injunctive relief in
any such case without the necessity of proving actual damages and without
posting a bond or other security.

     

    (m)           Independent Nature of
Investor's Obligations and Rights.  The obligations of the
Investor under any Existing Transaction Document, several and not joint with the
obligations of any Other Investor, and the Investor shall not be responsible in
any way for the performance of the obligations of any Other Investor under any
Existing Transaction Documents.  Nothing contained herein or in any
other Existing Transaction Documents, and no action taken by the Investor
pursuant hereto, shall be deemed to constitute the Investor and Other Investors
as a partnership, an association, a joint venture or any other kind of entity,
or create a presumption that the Investor and Other Investors are in any way
acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Existing Transaction Documents.  The
Company and the Investor confirm that the Investor has independently
participated in the negotiation of the transactions contemplated hereby with the
advice of its own counsel and advisors.  The Investor shall be
entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of any other
Existing Transaction Documents, and it shall not be necessary for any Other
Investor to be joined as an additional party in any proceeding for such
purpose.

     

    (n)           Most Favored
Nation.  The Company hereby represents and warrants as of the
date hereof and covenants and agrees from and after the date hereof that none of
the terms offered to any Person with respect to any amendment, settlement or
waiver (each a "Settlement
Document") relating to the terms, conditions and transactions
contemplated hereby, is or will be more favorable to such Person than those of
the Investor and this Agreement shall be, without any further action by the
Investor or the Company, deemed amended and modified in an economically and
legally equivalent manner such that the Investor shall receive the benefit of
the more favorable terms contained in such Settlement
Document.  Notwithstanding the foregoing, the Company agrees, at its
expense, to take such other actions (such as entering into amendments to the
Transaction Documents) as the Investor may reasonably request to further
effectuate the foregoing.

     

    [Signature
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the
Investor and the Company have caused their respective signature page to this
Agreement to be duly executed as of the date first written above.

     

    


     

    
      	
              COMPANY:

               

            
	
              EARTH
      BIOFUELS, INC.

              By:

              Name:

              Title:

            
	 
      


    


    
      
        
          [Signature
Page to Amendment and Exchange Agreement]

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Investor and the Company have caused their respective signature page to this
Agreement to be duly executed as of the date first written above.

     

    


     

    
      	
              Solely
      with respect to Sections 3(b)(iii), 6 and 7 above:

               

              LNG
      SUB:

               

            
	
              EARTH
      LNG, INC.,

              By:

              Name:

              Title:

            
	 
      


    

    


    



    
      
        
          [Signature
Page to Amendment and Exchange Agreement]

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Investor and the Company have caused their respective signature page to this
Agreement to be duly executed as of the date first written above.

     

    


     

    
      	
              INVESTOR:

               

            
	
              CASTLERIGG
      PNG INVESTMENTS LLC

              By:
      Castlerigg Master Investments Ltd.,

                       its
      managing member and sole

                       member

               

               

              By:

              Name:

              Title:

            
	
              Copy
      to:

               

              Schulte
      Roth & Zabel LLP

              919
      Third Avenue

              New
      York, New York  10022

              Telephone:                                (212)
      756-2000

              Facsimile:                                (212)
      593-5955

              Attention:                                Eleazer
      N. Klein, Esq.

               

            
	 
      


    

    


     

    


     


    
      
        
          
            	
                    10525107.18

                  	 
      	 
      


          

          [Signature
Page to Amendment Agreement]