exhibit10-13.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    INTERCREDITOR
AGREEMENT

     

     

    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.”

     

    RECITALS:

    WHEREAS,
PNG Ventures, Inc. has issued to BFI a 12% Subordinated Secured Convertible
Promissory Note, dated June 3, 2008, in the original principal amount of
$626,250 (the “BFI
Note”);

    


    WHEREAS,
Greenfield Commercial Credit, LLC, a Michigan limited liability company
(together with its successors and assigns, the “Revolving Lender”) is a party
with Arizona LNG, LLC and Applied Technologies USA, LLC (each a “Revolving Borrower” and
together with the Company, a “Borrower”) to that Loan and
Security Agreement, dated March 1, 2007 (as amended, modified, supplemented,
replaced, restated or Refinanced from time to time in accordance with its terms
and the terms hereof, the “Initial Revolving Credit
Agreement”);

    


    WHEREAS,
each Obligor (other than Parent) has granted to BFI a Lien (as defined below) on
substantially all of its assets and properties, and the shareholders of such
Obligor have pledged to BFI 100% of the stock of such Obligor, all as more
particularly described in the Term Loan Documents (as defined
below);

     

    WHEREAS,
each Revolving Borrower has granted to the Revolving Lender a Lien on the
Revolving Credit Priority Collateral as collateral security for the payment and
performance of the Revolving Credit Obligations, all as more particularly
described in the Revolving Credit Documents (as defined below);

     

    WHEREAS,
BFI and the Revolving Lender wish to set forth their agreement as to certain of
their respective rights and obligations with respect to the assets and
properties of the Obligors and their understanding relative to their respective
positions in certain assets and properties of the Obligors; and

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

     

    Section
1.                           Definitions.

     

    1.1           General
Terms.  As used in this Agreement, the following terms shall
have the respective meanings indicated below, such meanings to be applicable
equally to both the singular and the plural forms of the terms
defined:

     

     “Agreement” has the meaning set
forth in the preamble hereof.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Bankruptcy Code” means the
provisions of Title 11 of the United States Code, 11 U.S.C. §§101 et
seq.

     

    “Bankruptcy Law” means the
Bankruptcy Code and any other federal, state or foreign bankruptcy, insolvency,
receivership or similar law.

     

    “Borrower” has the meaning set
forth in the preamble hereto.

     

    “Business Day” means any day of
the year that is not a Saturday, a Sunday or a day on which banks are required
or authorized to close in New York City.

     

    “Collateral” means all assets
and properties of any kind whatsoever, real or personal, tangible or intangible
and wherever located, of any Obligor, whether now owned or hereafter acquired,
upon which a Lien (including, without limitation, any Liens granted in any
Insolvency Proceeding) is now or hereafter granted or purported to be granted by
such Person in favor of a Secured Creditor, as security for all or any part of
the Obligations.

     

    “Company” has the meaning set
forth in the preamble hereto.

     

    “Debt Action” means (a) the
filing of a lawsuit by either Secured Creditor solely to collect the Obligations
owed to such Secured Creditor and not to exercise secured creditor remedies in
respect of the Collateral, (b) the demand by either Secured Creditor for
accelerated payment of any and all of the Obligations owed to such Secured
Creditor, (c) the filing of any notice of claim
and the voting of any such claim in any Insolvency Proceeding involving an
Obligor, (d) the filing of any motion in any Insolvency Proceeding permitted
under Section 5
or (e) the filing of any defensive pleading in any Insolvency Proceeding
consistent with the terms of this Agreement.

     

    “Designated Permitted
Disposition” has the meaning set forth in Section
2.10(a).

     

    “Disposition” means any sale,
lease, exchange, transfer or other disposition, and “Dispose” and “Disposed of” shall have
correlative meanings.

     

    “Distribution” means, with
respect to any indebtedness or obligation, (a) any payment or distribution by
any Person of cash, securities or other property, by setoff or otherwise, on
account of such indebtedness or obligation or (b) any redemption, purchase or
other acquisition of such indebtedness or obligation by any Person.

     

    “Documents” means the Revolving
Credit Documents and the Term Loan Documents, or any of them.

     

    “Enforcement Action” means
(a) any action by either Secured Creditor to foreclose on the Lien of such
Person in any Collateral, (b) any action by either Secured Creditor to take
possession of, or sell or otherwise realize upon, or to exercise any other
rights or remedies with respect to, any Collateral, including any Disposition
after the occurrence of an Event of Default of any Collateral by an Obligor with
the consent of, or at the direction of, a Secured Creditor, (c) the taking of
any other actions by a Secured Creditor against any Collateral, including the
taking of control or possession of, or the exercise of any right of setoff with
respect to, any Collateral and including the exercise of any voting rights
relating to any capital stock composing a portion of the Collateral and/or
(d) the commencement by either Secured Creditor of any legal proceedings or
actions against or with respect to an Obligor or any of such Obligor’s property
or assets or any Collateral to facilitate any of the actions described in
clauses (a),

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) and
(c) above, including the commencement of any Insolvency Proceeding; provided that this
definition shall not include any Debt Action.

     

     “Event of Default” means each
“Event of Default” or similar term, as such term is defined in any Term Loan
Document or any Revolving Credit Document.

     

    “Excess Revolving Obligations”
means the sum of (a) the portion of the principal amount of the loans
outstanding under the Revolving Loan Documents and the undrawn amount of all
outstanding Letters of Credit and the unreimbursed amount of all Letters of
Credit that is in excess of the Maximum Revolving Credit Principal Amount plus
(b) without duplication, the portion of interest and fees on account of such
portion of the loans and Letters of Credit described in clause (a) of this
definition; provided, however, that any
interest, fees, or reimbursement obligations in respect of expenses that accrue,
or are incurred, after the date when Revolving Lender or BFI, as applicable,
commences Enforcement Action with respect to all or any material portion of the
Collateral shall not constitute Excess Revolving Obligations, regardless of
whether any such amounts are added to the principal balance of the loans
pursuant to the terms of the Revolving Loan Documents.

     

    “Final Order” means an order of
the Bankruptcy Court or any other court of competent jurisdiction as to which
the time to appeal, petition for certiorari, or move for
reargument or rehearing has expired and as to which no appeal, petition for
certiorari, or other
proceedings for reargument or rehearing shall then be pending, or, in the event
that an appeal, writ of certiorari, or reargument or rehearing thereof has been
filed or sought, such order of the Bankruptcy Court or other court of competent
jurisdiction shall have been affirmed by the highest court to which such order
was appealed, or from which certiorari, reargument or rehearing was sought, and
the time to take any further appeal, petition for certiorari or move for
reargument or rehearing shall have expired; provided that the possibility
that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure
or any analogous rule under the Federal Rules of Bankruptcy Procedure or
applicable state court rules of civil procedure, may be filed with respect to
such order shall not cause such order not to be a Final Order.

     

    “Initial Revolving Credit
Agreement” shall have the meaning set forth in the recitals
hereto.

     

    “Insolvency Proceeding” means,
as to any Obligor, any of the following:  (a) any case or
proceeding with respect to such Person under the Bankruptcy Code or any other
federal or state bankruptcy, insolvency, reorganization or other law affecting
creditors’ rights or any other or similar proceedings seeking any stay,
reorganization, arrangement, composition or readjustment of the obligations and
indebtedness of such Obligor, (b) any proceeding seeking the appointment of
any trustee, receiver, liquidator, custodian or other insolvency official with
similar powers with respect to such Obligor or any of its assets, (c) any
proceeding for liquidation, dissolution or other winding up of the business of
such Obligor or (d) any assignment for the benefit of creditors or any
marshalling of assets of such Obligor.

     

    “Junior Adequate Protection
Liens” shall have the meaning set forth in Section
6.2.

     

    “Junior Lien Default Notice”
means a notice by BFI to the Revolving Lender indicating that an Event of
Default under the Term Loan Documents has occurred and that BFI intends to take
Enforcement Action against Revolving Credit Priority Collateral.

     

    “Junior Lien Disposition Notice” shall have
the meaning set forth in Section
2.10(a).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Junior Obligations” means, as
to the Term Loan Priority Collateral, the Revolving Credit Obligations, and as
to the Revolving Credit Priority Collateral, the Term Loan
Obligations.

     

    “Junior Secured Creditor”
means, as to the Term Loan Priority Collateral, the Revolving Lender (it being
understood that the Revolving Lender has and will acquire no Lien on the Term
Loan Priority Collateral), and as to the Revolving Credit Priority Collateral,
BFI.

     

    “Letters of Credit” means the
“Letters of Credit,” as that term is defined in the Revolving Credit Agreement
in effect on the date hereof.

     

    “Lien” means any mortgage, deed
of trust, pledge, hypothecation, assignment, charge, deposit arrangement,
encumbrance, easement, lien (statutory or otherwise), security interest or other
security arrangement and any other preference, priority or preferential
arrangement of any kind or nature whatsoever, including any conditional sale
contract or other title retention arrangement, the interest of a lessor under a
capital lease and any synthetic or other financing lease having substantially
the same economic effect as any of the foregoing.

     

    “Lock-Box Account” means
deposit account number #1852 316395 established at Comerica Bank for receipt of
collections of receivables pursuant to lock box arrangement among the Revolving
Lender and the Revolving Borrowers.

     

    “Maximum Revolving Credit Principal
Amount” means, as of any date of determination, (a) $2,500,000 minus
(b) permanent reductions of revolving loan commitments under the Revolving
Credit Documents after the date hereof plus
(c) interest, fees, costs, expenses, indemnities and other amounts payable
pursuant to the terms of the Revolving Credit Documents, whether or not the same
are added to the principal amount of the Revolving Credit Obligations and
including the same as would accrue and become due but for the commencement of an
Insolvency Proceeding, whether or not such amounts are allowed or allowable in
whole or in part in any such Insolvency Proceeding.

     

    “Non-Priority Collateral”
means, as to BFI, the Revolving Credit Priority Collateral, and, as to the
Revolving Lender, the Term Loan Priority Collateral (it being understood that
the Revolving Lender has and will acquire no Lien on Term Loan Priority
Collateral).

     

    “Obligations” means the Term
Loan Obligations and the Revolving Credit Obligations, or any of
them.

     

    “Obligor” means the Company and
each other Person liable on or in respect of any Obligations or that has granted
a Lien on any property or assets as Collateral, together with such Person’s
successors and assigns, including a receiver, trustee or debtor-in-possession on
behalf of such Person.

     

    “Paid in
Full” or “Payment in
Full” means, with respect to any Obligations, that: (a) all of such Obligations (other than contingent
indemnification obligations for which no underlying claim has been asserted)
have been indefeasibly paid, performed or discharged in full (with all such Obligations consisting of monetary or payment obligations
having been paid in full in cash), (b) no Person has any further
right to obtain any loans, letters of credit, bankers’ acceptances, or other
extensions of credit under the documents relating to such Obligations and (c) any and all letters of credit, bankers’ acceptances or similar
instruments issued under such documents have been
cancelled and returned (or backed by stand-by guarantees or cash collateralized)
in accordance with the terms of such documents.

     

    “Parent” means PNG Ventures,
Inc., a Nevada corporation.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Payment Rights” means any
right of any Obligor to the payment of money arising from the Disposition of any
Inventory or rendition of services, whether such right to payment constitutes an
Account or Payment Intangible or is evidenced by or consists of a Document,
Instrument, Chattel Paper, Letter-of-Credit Right or Supporting
Obligation.

     

    “Permitted Collateral Sale”
means any Disposition of Priority Collateral so long as such Disposition is
permitted under the Priority Documents as in effect on the date
hereof.

     

    “Permitted Junior Lien
Disposition” shall mean a Disposition of any Revolving Credit Priority
Collateral (other than collection of an obligation) in connection with an
Enforcement Action by BFI after the expiration of the Standstill Period and
subject to the terms of Section 3.1 of this
Agreement which Disposition is commercially reasonable in all respects and
undertaken on an arm’s length basis with parties which are not Affiliates of
BFI.

     

    “Person” means an individual,
partnership, corporation (including a business trust and a public benefit
corporation), joint stock company, estate, association, firm, enterprise, trust,
limited liability company, unincorporated association, joint venture,
governmental authority or any other entity or regulatory body.

     

    “Priority Claim Avoidance”
shall have the meaning set forth in Section
6.4.

     

    “Priority Collateral” means, as
to BFI, the Term Loan Priority Collateral (it being understood that the
Revolving Lender has and will acquire no Lien on Term Loan Priority Collateral),
and as to the Revolving Lender, the Revolving Credit Priority
Collateral.

     

    “Priority Documents” means, as
to the Revolving Credit Priority Collateral, the Revolving Credit Documents and
as to the Term Loan Priority Collateral, the Term Loan Documents.

     

    “Priority Obligations” means,
as to the Term Loan Priority Collateral, the Term Loan Obligations and as to the
Revolving Credit Priority Collateral, the Revolving Credit
Obligations.

     

    “Priority Secured Creditor”
means, as to the Term Loan Priority Collateral, BFI (it being understood that
the Revolving Lender has and will acquire no Lien on Term Loan Priority
Collateral), and as to the Revolving Credit Priority Collateral, the Revolving
Lender.

     

    “Purchase Notice” shall have
the meaning set forth in Section
5.1.

     

     “Refinance”, “Refinancings” and “Refinanced” means, in respect
of any Obligations, to issue other indebtedness in exchange or replacement for
such Obligations, in whole or in part.

     

    “Release Documents” shall have
the meaning set forth in Section
2.5.

     

    “Release Event” means the
taking of any Enforcement Action by a Secured Creditor against all or any
portion of Collateral that is Priority Collateral as to such Secured Creditor
(including a Disposition conducted by an Obligor with the consent of such
Secured Creditor) or, after the occurrence and during the continuance of an
Insolvency Proceeding by or against an Obligor, the entry of an order of the
Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code authorizing
the sale of all or any portion of such Collateral with the support of such
Secured Creditor.

     

    “Revolver Purchase Option Closing
Date” shall have the meaning set forth in Section
5.2.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Revolving Borrower” shall have
the meaning set forth in the recitals hereto.

     

    “Revolving Credit Agreement”
means (a) the Initial Revolving Credit Agreement and (b) each loan or credit
agreement evidencing any replacement, substitution, renewal, or Refinancing of
the Obligations under the Revolving Credit Agreement, in each case as amended,
restated, supplemented, replaced, substituted or Refinanced in accordance with
the terms of this Agreement.

     

    “Revolving Credit Documents”
means the Revolving Credit Agreement, and all other agreements, documents and
instruments at any time executed and/or delivered by the Revolving Obligors or
any other Person with, to or in favor of the Revolving Lender in connection
therewith or related thereto, including such documents evidencing successive
Refinancings of the Revolving Credit Obligations in each case, as amended,
amended and restated, supplemented, modified, replaced, substituted or renewed
from time to time in accordance with the terms of this Agreement.

     

    “Revolving Credit Obligations”
means all obligations, obligations to post cash collateral in respect of Letters
of Credit or indemnities in respect thereof, liabilities and indebtedness of
every kind, nature and description owing by the Revolving Borrowers to the
Revolving Lender evidenced by or arising under one or more of the Revolving
Credit Documents (including the Revolving Loans), whether direct or indirect,
absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, including principal, interest, charges, fees, costs,
indemnities and reasonable expenses, however evidenced, whether as principal,
surety, endorser, guarantor or otherwise, whether now existing or hereafter
arising, whether arising before, during or after the initial or any renewal term
of the Revolving Credit Agreement and whether arising before, during or after
the commencement of any Insolvency Proceeding with respect to any Revolving
Obligor (and including the payment of interest which would accrue and become due
but for the commencement of such Insolvency Proceeding, whether or not such
interest is allowed or allowable in whole or in part in any such Insolvency
Proceeding), exclusive of the Excess Revolving Obligations, which Excess
Revolving Obligations shall be excluded from (and shall not constitute)
Revolving Credit Obligations.

     

    “Revolving Credit Priority
Collateral” means all right, title and interest of the Revolving
Borrowers in and to the following types of property, whether now owned or
hereafter created, acquired or arising and wherever located: (i) all Payment
Rights; (ii) all Inventory; (iii) all Documents relating to or evidencing any
Inventory; (iv)
all rights, remedies, security and liens, in, to and in respect of the types of
property referred to in clauses (i), (ii) or (iii) above, including rights of
stoppage in transit, replevin, repossession and reclamation and other rights and
remedies of an unpaid vendor, lien or secured party, guaranties or other
contracts of suretyship with respect to the Accounts and Inventory, deposits or
other security for the obligation of any account debtor obligated on or in
connection with any Account, and credit and other insurance relating to any
Account; (v) all items of Inventory relating to, or which by sale have resulted
in, Payment Rights, including all items of Inventory described in invoices or
other documents or instruments with respect to, or otherwise representing or
evidencing, any Payment Rights, and all returned, reclaimed or repossessed items
of Inventory pertaining to any Payment Right; (vi) all amounts on deposit in the
Lock-Box Account, except to the extent that any such amounts have been
identified as proceeds of Term Loan Priority Collateral; (vii) all amounts on
deposit in any Term Loan Priority Account, in each case, to the extent that any
such amounts have been identified as proceeds of Revolving Credit Priority
Collateral; (viii) all contracts and agreements for the sale of Inventory;
(ix) all books, records, ledger cards, computer programs, software and
other property at any time evidencing or relating to any or all of the
foregoing; and (x) subject to the limitations set forth in clauses (vi) and
(vii) of this
definition, all proceeds of any of the items described in clauses (i) through
(ix) above, in
any form (including any insurance proceeds or claims by any Revolving Borrower
against third parties, for loss or damage to or destruction of any or all of the
foregoing).  Notwithstanding the foregoing, in no event shall property
that is otherwise Revolving Credit Priority Collateral constitute Term Loan
Priority Collateral

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    due to
the fact that it was acquired by a Revolving Obligor with the cash proceeds of
Term Loan Priority Collateral, and no proceeds of an advance under the Revolving
Credit Agreement shall constitute Term Credit Priority
Collateral.  For purposes of this definition, returned items of
Inventory in connection with any sale thereof shall continue to constitute
Revolving Credit Priority Collateral, whether or not such items are being held
for sale.

     

    “Revolving Credit Secured
Claim” means any portion of the Revolving Credit
Obligations.

     

    “Revolving Credit Termination
Date” means the date on which all Revolving Credit Obligations have been
Paid in Full.

     

    “Revolving Lender” has the
meaning set forth in the recitals hereto.

     

    “Revolving Loans” means the
loans or advances made or outstanding under the Revolving Credit
Documents.

     

    “Revolving Obligor” means each
Revolving Borrower, Parent and the Company.

     

    “Secured Claim” means a Term
Loan Secured Claim or a Revolving Credit Secured Claim.

     

    “Secured Creditors” means BFI
and the Revolving Lender, or either of them.

     

    “Senior Adequate Protection
Liens” shall have the meaning set forth in Section
6.2.

     

    “Standstill Period” means the
period commencing on the date of an Event of Default and ending upon the date
which is the earlier of (a) 180 days after the Revolving Lender has received a
Junior Lien Default Notice with respect to such Event of Default and (b) the
date on which the Revolving Credit Obligations have been Paid in Full; provided that in the
event that as of any day during such 180 days, no Event of
Default in respect of the Term Loan Obligations is continuing, then the
Standstill Period shall be deemed not to have commenced.

     

    “Term Credit Agreement” means (a) the BFI
Note and (b) each promissory note or other instrument evidencing any initial or
subsequent replacement, substitution, renewal, or Refinancing of the Obligations
under the BFI Note, in each case as the same may from time to time be amended,
amended and restated, supplemented, modified, replaced, substituted, renewed or
Refinanced in accordance with the terms of this Agreement.

     

     “Term Loan” means the term loan
made or outstanding under the Term Loan Documents.

     

    “Term Loan Documents” means the
Term Credit Agreement, each guaranty, security agreement, mortgage, deed of
trust or other collateral or security document related thereto, constituting
collateral therefor or supporting the payment thereof and all other agreements,
documents and instruments at any time executed and/or delivered by any Obligor
or any other Person with, to or in favor of BFI in connection therewith or
related thereto, including such documents evidencing successive Refinancings of
the Term Loan Obligations, in each case, as amended, amended and restated,
supplemented, modified, replaced, substituted or renewed from time to time in
accordance with the terms of this Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Term Loan Obligations” means
all obligations, liabilities and indebtedness of every kind, nature and
description owing by the Company or any other Obligor under the Term Loan
Documents, whether direct or indirect, absolute or contingent, joint or several,
due or not due, primary or secondary, liquidated or unliquidated, including
principal, interest, charges, fees, costs, indemnities and reasonable expenses,
however evidenced, and whether as principal, surety, endorser, guarantor or
otherwise, whether now existing or hereafter arising, whether arising before,
during or after the initial or any renewal term of the Term Credit Agreement and
whether arising before, during or after the commencement of any Insolvency
Proceeding with respect to the Company or any other Obligor (as such term is
defined in the Term Credit Agreement) (and including the payment of any
principal, interest, fees, cost, expenses and other amounts (including default
rate interest) which would accrue and become due but for the commencement of
such Insolvency Proceeding whether or not such amounts are allowed or allowable
in whole or in part in any such Insolvency Proceeding).

     

     “Term Loan Priority Collateral”
means all Collateral other than Revolving Credit Priority Collateral (it being
understood that the Revolving Lender has and will acquire no Lien on Term Loan
Priority Collateral).

     

    “Term Loan Secured Claim” means
any portion of the Term Loan Obligations.

     

    “Term Loan Termination Date” means the
date on which all Term Loan Obligations have been Paid in Full.

     

    “UCC” means the Uniform
Commercial Code of any applicable jurisdiction and, if the applicable
jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial
Code as in effect in the State of New York.

     

    “UCC Notice” shall have the
meaning set forth in Section
3.1.

     

    The terms
“Account,” “Chattel Paper,” “Document,” “Equipment,” “General Intangible,” “Goods,” “Instrument,” “Inventory,” “Letter-of-Credit Right,”
“Payment Intangible,”
and ““ shall have the meanings ascribed to them in the Uniform Commercial Code
as in effect in the State of New York from time to time.

     

    1.2           Certain
Matters of Construction.  The words
“hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement and section references are to this Agreement unless
otherwise specified.  For purposes of this Agreement, the following
additional rules of construction shall apply: (a) wherever from the context it
appears appropriate, each term stated in either the singular or plural shall
include the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, the feminine and the
neuter, (b) the term “including” shall not be limiting or exclusive, unless
specifically indicated to the contrary, (c) all references to statutes and
related regulations shall include any amendments of same and any successor
statutes and regulations and (d) unless otherwise specified, all references to
any instruments or agreements, including references to any of this Agreement and
the Documents, shall include any and all modifications or amendments thereto and
any and all extensions or renewals thereof, in each case, made in accordance
with the terms hereof.

     

     

    Section
2.                           Security
Interests; Priorities.

     

    2.1           Priorities.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a)           Each
Secured Creditor hereby acknowledges that other Secured Creditor has been
granted Liens upon the Collateral to secure its respective Obligations and
hereby consents to such grant.

     

    (b)           Notwithstanding
the foregoing, no Obligor
has granted to the Revolving Lender any Lien upon any Term Loan Priority
Collateral, and notwithstanding anything to the contrary contained in this
Agreement, BFI has not consented to any grant by any Obligor to the Revolving
Lender or as security for the Revolving Credit Obligations of any Lien upon any
Term Loan Priority Collateral.  Until the Term Loan Termination Date,
no Obligor shall grant and the Revolving Lender shall not accept, any Lien upon
any Term Loan Collateral as security for any Revolving Credit
Obligations.  In the event any such Lien is granted, the Revolving
Lender shall promptly execute and deliver and cause to be properly filed or
recorded any and all instruments and documents in order to terminate and release
of record any such Lien.

     

    (c)           The
Liens of the Revolving Lender on the Revolving Credit Priority Collateral to the
extent securing Revolving Credit Obligations shall be senior and prior in right
to the Liens of BFI on the Revolving Credit Priority Collateral, and such Liens
of BFI on the Revolving Credit Priority Collateral are and shall be junior and
subordinate to the Liens of the Revolving Lender in the Revolving Credit
Priority Collateral to the extent securing Revolving Credit
Obligations.

     

    (d)           The
priorities of the Liens provided in this Section 2.1 shall not
be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement, replacement or Refinancing of any of the
Obligations, nor by any action or inaction which either of the Secured Creditors
may take or fail to take in respect of the Collateral.

     

    2.2           No Alteration of
Priority.  The priorities set forth in this Agreement are
applicable irrespective of the order or time of attachment, or the order, time
or manner of perfection, or the order or time of filing or recordation of any
document or instrument, or other method of perfecting a Lien in favor of each
Secured Creditor in any Collateral, and notwithstanding any conflicting terms or
conditions which may be contained in any of the Documents.

     

    2.3           Perfection; Contesting
Liens. Each Secured Creditor shall be solely responsible for
perfecting and maintaining the perfection of its Lien in the Collateral in which
such Secured Creditor has been granted a Lien.  The foregoing
provisions of this Agreement are intended solely to govern the respective Lien
priorities as among the Secured Creditors and shall not impose on either Secured
Creditor any obligations in respect of the Disposition of proceeds of any
Collateral that would conflict with prior perfected claims therein in favor of
any other Person or any order or decree of any court or governmental authority
or any applicable law.  Each Secured Creditor agrees that it will not
institute or join in any contest of the validity, perfection, priority or
enforceability of the Liens of the other Secured Creditor in the Collateral or
the enforceability of the Term Loan Obligations or the Revolving Credit
Obligations; provided that nothing
in this Agreement shall be construed to prevent or impair the rights of BFI or
the Revolving Lender to enforce this Agreement, including the provisions hereof
relating to Lien priority.

     

    2.4           Proceeds of
Collateral.  Any Non-Priority Collateral or proceeds thereof
received by either Secured Creditor including, without limitation, any such
Non-Priority Collateral constituting proceeds, or any payment or Distribution,
that may be received by either Secured Creditor (a) in connection with the
exercise of any right or remedy (including any right of setoff) with respect to
Non-Priority Collateral, (b) in connection with any insurance policy claim or
any condemnation award (or deed in lieu of condemnation) as to Non-Priority
Collateral, (c) from the collection or other Disposition of, or realization on,
Non-Priority Collateral, whether or not pursuant to an Insolvency Proceeding or
(d) in violation of this Agreement, shall be segregated and held in trust and
promptly paid over to the Priority

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Secured
Creditor, in the same form as received, with any necessary endorsements, and
each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to
make any such endorsements as agent for the Junior Secured Creditor (which
authorization, being coupled with an interest, is irrevocable). Nothing
contained in this Section 2.4 shall constitute consent to the Revolving Lender
obtaining a Lien upon any Term Loan Priority Collateral.

     

    2.5           Release of Collateral Upon
Permitted Collateral Sale.  Each
Junior Secured Creditor shall at any time in connection with any Permitted
Collateral Sale of Collateral, that, as to such Junior Secured Creditor, is
Non-Priority Collateral and that is made free and clear of the Liens of the
Priority Secured Creditor (such Lien continuing as to
proceeds):  (a) upon the request of the Revolving Lender, as to
Revolving Credit Priority Collateral subject to such Permitted Collateral Sale,
release or otherwise terminate its Liens on such Collateral, (b) promptly
deliver such terminations of financing statements, partial lien releases, and
discharges, endorsements, assignments or other instruments of transfer,
termination or release (collectively, “Release Documents”) and take
such further actions as the Revolving Lender shall reasonably require in order
to release and/or terminate such Junior Secured Creditor’s Liens on the
Revolving Credit Priority Collateral subject to such Permitted Collateral Sale,
and (c) be deemed to have consented under the applicable Documents to such
Permitted Collateral Sale and to have waived the provisions of the applicable
Documents to the extent necessary to permit such transaction and, in the case of
a Permitted Collateral Sale of Revolving Credit Priority Collateral be deemed to
have consented to such Permitted Collateral Sale free and clear of BFI’s
security interest (it being understood that in the case of a Permitted
Collateral Sale of Revolving Credit Priority Collateral, BFI shall still,
subject to the terms of this Agreement, have a security interest with respect to
the proceeds of such Revolving Credit Priority Collateral).  In the
case of a Permitted Collateral Sale consisting of the sale or disposition of all
or substantially all of the equity interests or assets of any Revolving Obligor
(other than a Revolving Borrower), upon the request of BFI, the Revolving Lender
shall release such Revolving Obligor from its obligations, if any, under the
Revolving Credit Documents (in the event that such Revolving Obligor will cease
to be obligated in respect of the Term Loan Obligations) and execute such
documents in order to effect such release as BFI shall request.

     

    2.6           Release of Collateral Upon
Release Event.  The Junior Secured Creditor shall, at any time
in connection with a Release Event with respect to any Collateral that, as to
such Junior Secured Creditor,  is Non-Priority
Collateral:  (a) upon the request of the Revolving Lender with
respect to Revolving Credit Priority Collateral subject to such Release Event
(which request will specify the principal proposed terms of the sale and the
type and amount of consideration expected to be received in connection
therewith), release or otherwise terminate its Liens on such Collateral to the
extent the Disposition of such Collateral is either by (i) the Revolving
Lender or its agents or representatives or (ii) an Obligor with the consent
of the Revolving Lender, (b) be deemed to have consented under the
applicable Documents to such Disposition and to have waived the provisions of
the applicable Documents to the extent necessary to permit such transaction and
, in the case of a Release Event as to Revolving Credit Priority Collateral, be
deemed to have consented to such Release Event free and clear of BFI’s Liens (it
being understood that BFI shall still, subject to the terms of this Agreement,
have a security interest with respect to the proceeds of such Revolving Credit
Priority Collateral) and (c) deliver such Release Documents and take such
further actions as the Priority Secured Creditor may reasonably require in
connection therewith; provided that,
(i) such release by BFI shall not extend to or otherwise affect any of the
rights of BFI to the proceeds from any such Disposition of such Revolving Credit
Priority Collateral, and (ii) the Revolving Lender shall apply the proceeds of
such Disposition to the reduction of the Revolving Credit Obligations (which, to
the extent proceeds of Dispositions from Enforcement Actions from and after the
time of commencement of the Enforcement Actions culminating in such Release
Event exceed $500,000 in the aggregate, shall permanently reduce the Revolving
Credit Obligations) and turn over any excess to BFI for application to the Term
Loan Obligations.  In the case of a Release Event  with
respect to all or substantially all of the equity interests or assets of any
Revolving Obligor (other than a Revolving

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Borrower),
upon the request of BFI, the Revolving Lender shall release such Revolving
Obligor from its obligations under the Revolving Credit Documents (in the event
that such Obligor will cease to be obligated in respect of the Term Loan
Obligations) and execute such documents in order to effect such release as BFI
shall request.

     

    2.7           Power of
Attorney.  As to any Collateral that, as to any Junior Secured
Creditor, is Non-Priority Collateral, such Junior Secured Creditor hereby
irrevocably constitutes and appoints the Priority Secured Creditor as to such
Collateral and any officer of such Priority Secured Creditor, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Junior Secured Creditor and in
the name of the Junior Secured Creditor or in such Priority Secured Creditor’s
own name, from time to time in such Priority Secured Creditor’s discretion, for
the purpose of carrying out the terms of Sections 2.5 and
2.6 hereof, to
take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
such Sections, including any Release Documents, and, in addition, to take any
and all other appropriate and commercially reasonable action for the purpose of
carrying out the terms of such Sections, such power of attorney being coupled
with an interest and irrevocable until the Term Loan Termination Date, if the
Junior Secured Creditor is the Revolving Lender, or the Revolving Credit
Termination Date, if the Junior Secured Creditor is BFI.  The Junior
Secured Creditor hereby ratifies all that said attorneys shall lawfully do or
cause to be done pursuant to the power of attorney granted in this Section
2.7.  No Person to whom this power of attorney is presented, as
authority for the Priority Secured Creditor to take any action or actions
contemplated hereby, shall be required to inquire into or seek confirmation from
any Junior Secured Creditor as to the authority of the Priority Secured Creditor
to take any action described herein, or as to the existence of or fulfillment of
any condition to this power of attorney, which is intended to grant to the
Priority Secured Creditor the authority to take and perform the actions
contemplated herein.  The Junior Secured Creditor irrevocably waives
any right to commence any suit or action, in law or equity, against any Person
which acts in reliance upon or acknowledges the authority granted under this
power of attorney. Nothing contained in this Section 2.7 shall constitute
consent to the Revolving Lender obtaining a Lien upon any Term Loan Priority
Collateral.

     

    2.8           Waiver.  Each
Secured Creditor (a) waives any and all notice of the creation, renewal,
extension or accrual of any of the Obligations under the Documents and notice of
or proof of reliance by the Secured Creditors upon this Agreement and protest,
demand for payment or notice except to the extent otherwise specified herein and
(b) acknowledges and agrees that the other Secured Creditors have relied upon
the Lien priority and other provisions hereof in entering into the Documents and
in making funds available to the applicable Borrower thereunder.

     

    2.9           Notice of Interest In
Collateral.  This Agreement is intended, in part, to constitute
an authenticated notification of a claim by each Secured Creditor to the other
Secured Creditor of an interest in the Collateral in accordance with the
provisions of Sections 9-611 and 9-621 of the UCC.

     

    2.10           Permitted Junior Lien
Dispositions.  (a) If, after the expiration of the Standstill
Period and subject to Section 3.1 of this
Agreement, BFI seeks to consummate any Permitted Junior Lien Disposition in
connection with any Enforcement Action that is permitted hereunder, BFI shall
provide notice to the Revolving Lender of its election to consummate such a
Permitted Junior Lien Disposition, which will specify the principal proposed
terms of the sale, identity of the expected purchasers (if known) and the type
and amount of consideration expected to be received in connection therewith (a
“Junior Lien Disposition
Notice”).  Within 10 Business Days of its receipt of a Junior
Lien Disposition Notice, the Revolving Lender shall provide written notice to
BFI whether the Revolving Lender (i) will release its Liens on such Revolving
Credit Priority Collateral that is the subject of such Permitted Junior Lien
Disposition or (ii) intends to commence an Enforcement Action with respect to
all or any portion of such Revolving Credit Priority Collateral.  If
the Revolving Lender notifies BFI that it has elected not to

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    release
its Lien on such Revolving Credit Priority Collateral that is the subject of
such Permitted Junior Lien Disposition and that it does not intend to commence
an Enforcement Action (a “Designated Permitted
Disposition”) then, the provisions of any other section of this Agreement
to the contrary notwithstanding, the proceeds of such Designated Permitted
Disposition shall be applied to the Term Loan Obligations, until Paid in Full;
provided that
the Revolving Lender shall be deemed to have waived the provisions of the
applicable Documents to the extent necessary to permit such Designated Permitted
Disposition.  In any event, any collection of an obligation
constituting Revolving Credit Priority Collateral shall be paid to the Revolving
Lender for application to the permanent reduction of the Revolving Credit
Obligations.  Nothing contained in this Agreement shall restrict the
right of BFI to take any Enforcement Action at any time with respect to Term
Loan Priority Collateral or to require BFI to give any notice of same or to
account for any proceeds of any Disposition of Term Loan Priority
Collateral.

     

    (b)           In
the case of any other Permitted Junior Lien Disposition as to which the
Revolving Lender has not notified BFI that the Revolving Lender intends to
commence an Enforcement Action with respect to all or any part of the Revolving
Credit Priority Collateral (and as to which the Revolving Lender does not
thereafter commence any such Enforcement Action), the Revolving Lender shall (i)
upon the request of BFI, and concurrent with such Permitted Junior Lien
Disposition (free of the Lien securing Term Loan Obligations, such Lien
attaching to proceeds), release or otherwise terminate its Liens on such
Revolving Credit Priority Collateral, (ii) be deemed to have consented under the
Revolving Credit Documents to such Disposition free and clear of the Revolving
Lender’s Liens (it being understood that the Revolving Lender shall still, but
subject to this Agreement, have a security interest with respect to the proceeds
of such Revolving Credit Priority Collateral) and to have waived the provisions
of the Revolving Credit Documents to the extent necessary to permit such
transaction and (iii) deliver such Release Documents and take such further
actions as BFI may reasonably require in connection therewith; provided, however, that subject
to and in accordance with Section 2.4 hereof,
BFI shall cause to be paid and/or delivered directly to the Revolving Lender all
proceeds of any Permitted Junior Lien Disposition (other than a Designated
Permitted Disposition, which shall be applied as provided in clause (a) above)
for application in accordance with the priorities set forth in this
Agreement.

     

    Section
3.                           Enforcement
of Security.

     

    3.1           Management of
Collateral.  Subject to the other terms and conditions of this
Agreement, the Revolving Lender, and without regard to this Agreement, BFI,
shall have the exclusive right to manage, perform and enforce the terms of the
applicable Documents with respect to their respective Priority Collateral, to
exercise and enforce all privileges and rights thereunder according to their
sole discretion and the exercise of their sole business judgment, including the
exclusive right to take or retake control or possession of such Priority
Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such
Priority Collateral and to incur expenses in connection with such Disposition
and to exercise all the rights and remedies of a secured lender under the UCC of
any applicable jurisdiction.  In conducting any public or private sale
under the UCC, the Revolving Lender shall give BFI such notice (a “UCC Notice”) of such
sale as may be required by the applicable UCC; provided, however, that 10
days’ notice shall be deemed to be commercially reasonable
notice.  Except as specifically provided in this Section 3.1 or 3.3
below, notwithstanding any rights or remedies available to BFI under any of the
Term Loan Documents, applicable law or otherwise, BFI shall not, directly or
indirectly, take any Enforcement Action with respect to Revolving Credit
Priority Collateral; provided that, subject at all
times to the provisions of Section 2, upon the
expiration of the applicable Standstill Period, BFI may take any Enforcement
Action as to Revolving Credit Priority Collateral (provided that it gives the
Revolving Lender at least 10 Business Days written notice prior to taking such
Enforcement Action); provided, further, that
notwithstanding the expiration of the Standstill Period or anything herein to
the contrary, in no event shall BFI exercise or continue to exercise any such
rights or remedies, or commence or petition

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    for any
such action or proceeding (including any foreclosure action or proceeding) as to
Revolving Credit Priority if the Priority Secured Creditor shall have commenced
the enforcement or exercise of any rights or remedies with respect to such
Revolving Credit Priority Collateral or any such action or proceeding
(including, without limitation, any of the following (if undertaken and pursued
to consummate a Disposition of such Revolving Credit Priority Collateral within
a commercially reasonable time): the solicitation of bids from third parties to
conduct the liquidation of all or any material portion of Revolving Credit
Priority Collateral, the engagement or retention of sales brokers, marketing
agents, investment bankers, accountants, auctioneers or other third parties for
the purpose of valuing, marketing, promoting or selling all or any material
portion of Revolving Credit Priority Collateral, the notification of account
debtors to make payments to the Revolving Lender or its agents (other than to a
lock box or similar arrangement in the ordinary course of business), the
initiation of any action to take possession of all or any material portion of
Revolving Credit Priority Collateral or the commencement of any legal
proceedings or actions against or with respect to the foreclosure and sale of
all or any material portion of Revolving Credit Priority Collateral, or the
diligent attempt in good faith to vacate any stay prohibiting an Enforcement
Action with respect to all or any material portion of Revolving Credit Priority
Collateral or diligently attempting in good faith to vacate any stay prohibiting
an Enforcement Action.

     

    3.2           Notices of
Default.  Each Secured Creditor shall give to the other Secured
Creditor concurrently with the giving thereof to any Revolving Obligor
(a) a copy of any written notice by such Secured Creditor of an Event of
Default under any of its Documents or a written notice of demand for payment
from such Revolving Obligor and (b)  a copy of any written notice sent by
such Secured Creditor to a Revolving Obligor stating such Secured Creditor’s
intention to exercise any material enforcement rights or remedies against such
Revolving Obligor, including written notice pertaining to any foreclosure on all
or any material part of the Revolving Credit Priority Collateral or other
judicial or non-judicial remedy in respect thereof, and any legal process served
or filed in connection therewith; provided that the
failure of either Secured Creditor to give such required notice shall not result
in any liability to such Secured Creditor or affect the enforceability of any
provision of this Agreement, including the relative priorities of the Liens of
the Secured Creditors as provided herein, and shall not affect the validity or
effectiveness of any such notice as against any Revolving Obligor.

     

    3.3           Permitted
Actions.  Section 3.1 shall not
be construed to limit or impair in any way the right
of:  (a) either Secured Creditor to bid for or purchase
Collateral at any private or judicial foreclosure upon such Collateral initiated
by any Secured Creditor, (b) either Secured Creditor to join (but not control)
any foreclosure or other judicial lien enforcement proceeding with respect to
the Collateral initiated by another Secured Creditor for the sole purpose of
protecting such Secured Creditor’s Lien on the Collateral, so long as it does
not delay or interfere with the exercise by such other Secured Creditor of its
rights under this Agreement, the Documents and under applicable law and
(c) BFI to receive any remaining proceeds of Revolving Credit Priority
Collateral after the Revolving Credit Obligations have been Paid in
Full.

     

    3.4           Collateral In
Possession.

     

    (a)           In
the event that either Secured Creditor takes possession of or has “control” (as
such term is used in the UCC as in effect in each applicable jurisdiction) over
any Revolving Credit Priority Collateral for purposes of perfecting its Lien
therein, such Secured Creditor shall be deemed to be holding such Revolving
Credit Priority Collateral as representative for all Secured Creditors, solely
for purposes of perfection of its Lien under the UCC; provided that such
possessing or controlling Secured Creditor shall not have any duty or liability
to protect or preserve any rights pertaining to any of the Revolving Credit
Priority Collateral for the other Secured Creditor.  Promptly
following the Term Loan Termination Date or Revolving Credit Termination Date,
as the case may be, BFI or the Revolving Lender, as the case may be, shall, upon
the request of the Revolving Lender or BFI, as the case may be, deliver the
remainder

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    of the
Revolving Credit Priority Collateral, if any, in its possession to the designee
of the requesting Secured Creditor (except as may otherwise be required by
applicable law or court order).

     

    (b)         It
is understood and agreed that this Section 3.4 is
intended solely to assure continuous perfection of the Liens granted under the
applicable Documents, and nothing in this Section 3.4 shall be
deemed or construed as altering the priorities or obligations set forth
elsewhere in this Agreement.  The duties of each party under this
Section 3.4
shall be mechanical and administrative in nature, and no party shall have, or be
deemed to have, by reason of this Agreement or otherwise a fiduciary
relationship in respect of the other party.

     

    3.5           Waiver of Marshalling and
Similar Rights.  Each Secured Creditor, to the fullest extent
permitted by applicable law, waives as to each other Secured Creditor any
requirement regarding, and agrees not to demand, request, plead or otherwise
claim the benefit of, any marshalling, appraisement, valuation or other similar
right that may otherwise be available under applicable law.

     

    3.6           Insurance and Condemnation
Awards.  So long as the Revolving Credit Termination Date has
not occurred, the Revolving Lender, shall have the exclusive right, subject to
the rights of the Revolving Borrowers under the applicable Documents, to settle
and adjust claims in respect of the Revolving Credit Priority Collateral under
policies of insurance and to approve any award granted in any condemnation or
similar proceeding, or any deed in lieu of condemnation, in respect of the
Revolving Credit Priority Collateral.  After the occurrence of the
Revolving Credit Termination Date, BFI, shall have the exclusive right, subject
to the rights of the Revolving Borrowers under the applicable Documents, to
settle and adjust claims in respect of the Revolving Credit Priority Collateral
under policies of insurance and to approve any award granted in condemnation or
similar proceeding, or any deed in lieu of condemnation, in respect of the
Revolving Credit Priority Collateral.  At all times, BFI shall have
the exclusive right, subject to the rights of the Obligors to settle and adjust
claims in respect of the Term Loan Priority Collateral under policies of
insurance and to approve any award granted in any condemnation or similar
proceeding, or any deed in lieu of condemnation, in respect of the Term Loan
Priority Collateral.

     

    Section
4.                           Covenants

     

    4.1           Amendment of Term Loan
Documents.  BFI may at any time and from time to time and
without consent of or notice to the Revolving Lender, without incurring any
liability to the Revolving Lender and without impairing or releasing any rights
or obligations hereunder or otherwise, amend, restate, supplement, modify,
substitute, renew or replace any or all of the Term Loan Documents provided, however, that without
the consent of the Revolving Lender, BFI shall not amend, restate, supplement,
modify substitute, renew or replace any or all of the Term Loan Documents to
restrict the ability of any Revolving Obligor to amend any Revolving Credit
Documents.

     

    4.2           Amendments to Revolving
Credit Documents.  The Revolving Lender may at any time and
from time to time and without consent of or notice to BFI, without incurring any
liability to BFI and without impairing or releasing any rights or obligations
hereunder or otherwise, amend, restate, supplement, modify, substitute,
Refinance, renew or replace any or all of the Revolving Credit Documents; provided, however, that without
the consent as provided for in the Prior Intercreditor Agreement (hereafter
defined), the Revolving Lender shall not amend, restate, supplement, modify
substitute, renew or replace any or all of the Revolving Credit Documents to (a)
directly increase the interest rates on the Revolving Credit Obligations to an
amount greater than 3.0% per annum above rates as are in effect on the date
hereof (excluding, without limitation, fluctuations in underlying rate indices
and imposition of a default rate of 2% per annum), (b) increase the amount of
the Revolving Credit Obligations to an amount in excess of the Maximum Revolving
Credit Principal Amount, (c) impose

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    restrictions
on the ability of any Obligor to amend any Term Loan Documents or (d) obtain a
Lien on any Collateral, other than Revolving Credit Priority
Collateral.

     

    4.3           Enforcement Actions by
Junior Secured
Creditors.                                                                                                BFI
shall give the Revolving Lender at least 10 Business Days’ written notice prior
to taking any Enforcement Action as to any Revolving Credit Priority Collateral,
which notice may be
given during the pendency of any Standstill Period.

     

    Section
5.                      [Intentionally
Omitted.]

     

    Section
6.                           Bankruptcy
Matters.

     

    6.1           Bankruptcy.  This
Agreement shall be applicable both before and after the filing of any petition
by or against any Obligor under the Bankruptcy Code or any other Insolvency
Proceeding and all converted or succeeding cases in respect thereof, and all
references herein to any Obligor shall be deemed to apply to the trustee for
such Obligor and such Obligor as a debtor-in-possession.  The relative
rights of BFI and the Revolving Credit Creditors in respect of any Collateral or
proceeds thereof shall continue after the filing of such petition on the same
basis as prior to the date of such filing.   This Agreement shall
constitute a “subordination agreement” for the purposes of Section 510(a) of the
Bankruptcy Code and shall be enforceable in any Insolvency Proceeding in
accordance with its terms.

     

    6.2           Adequate
Protection.  In any Insolvency Proceeding, if the Revolving
Lender (or any subset thereof) is granted adequate protection in the form of a
replacement Lien in respect of Revolving Credit Priority Collateral (a “Senior Adequate Protection
Lien”), BFI may seek (and the Revolving Lender may not oppose) adequate
protection of BFI’s interests in the Revolving Credit Priority Collateral in the
form of (i) a replacement Lien on the additional collateral subject to the
Senior Adequate Protection Liens (the “Junior Adequate Protection
Liens”), which Junior Adequate Protection Liens, if granted, will be
subordinate to all Liens (other than Liens in Term Loan Priority Collateral or a
Senior Adequate Protection Lien granted to BFI in respect of the Term Loan
Priority Collateral) securing the Revolving Credit Obligations (including,
without limitation, the Senior Adequate Protection Liens and any “carve-out”
agreed to by the Revolving Lender) on the same basis as the other Non-Priority
Liens of BFI are so subordinated under this Agreement and (ii) super-priority
claims under Section 507(b) of the Bankruptcy Code junior in all respects to the
super-priority claims granted under Section 507(b) of the Bankruptcy Code to the
Revolving Lender on account of any of the Revolving Credit
Obligations.  Except as expressly set forth above, BFI shall not seek
replacement liens, post-petition interest and/or adequate protection payments in
any Insolvency Proceeding in respect of the Revolving Credit Priority
Collateral, and the Revolving Lender may oppose any payments proposed to be made
by any Revolving Borrower or other Obligor or the Revolving Credit Obligations
to BFI in respect of BFI’s Non-Priority Collateral or any replacement lien not
complying with this Section 6.2. In no
event shall the Revolving Lender seek or accept a replacement Lien consisting of
a Lien on Term Loan Priority Collateral.

     

    6.3           Sale of Collateral;
Waivers.  BFI agrees that it will not object to or oppose a
Disposition of any Revolving Credit Priority Collateral free and clear of Liens
or other claims under Section 363 of the Bankruptcy Code or any other provision
of the Bankruptcy Code, if the Revolving Lender has consented to such
Disposition of such assets, as long as all proceeds of such Disposition received
by the Revolving Lender on account of the Revolving Credit Obligations will be
applied to the permanent reduction of the Revolving Credit Obligations; provided that BFI may
raise any objections to any such Disposition of such Collateral that could be
raised by any creditor of the applicable Obligor whose claims were not secured
by any Liens on such Revolving Credit Priority Collateral, provided such
objections are not inconsistent with any other term or provision of this
Agreement and are not based on the status of BFI as a secured creditor (without
limiting the foregoing, BFI may not raise any objections based on
rights

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    afforded
by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by
any comparable provision of any Bankruptcy Law)) with respect to the Liens
granted in Revolving Credit Priority Collateral to BFI. No Junior Secured
Creditor shall initiate or prosecute or
join with any other Person to initiate or prosecute any claim, action or other
proceeding (i) challenging the enforceability of the Priority Secured Creditor’s
claims as fully secured claims with respect to all or part of the Priority
Obligations secured by Priority Collateral or for allowance of any Priority
Obligations (including those consisting of post-petition interest, fees or
expenses) or opposing any action by the Priority Secured Creditor to enforce
their rights or remedies arising under the applicable Documents as to its
Priority in a manner which is not prohibited by the terms of this Agreement,
(ii) challenging the enforceability, validity, priority (on terms inconsistent
with this Agreement) or perfected status of any Liens on any Priority Collateral
securing the Priority Obligations of the Primary Secured Creditors under the
applicable Documents, (iii) asserting any claims which any Obligor may hold with
respect to the Priority Secured Creditor, (iv) seeking to lift the automatic
stay with respect to any Enforcement Action against Collateral that, as to such
Junior Secured Creditor, is Non-Priority Collateral, to the extent that such
action is opposed by the Priority Secured Creditor as to such Collateral or (v)
opposing a motion by the Priority Secured Creditor to lift the automatic stay as
to an Enforcement Action with respect to Collateral that, as to such Priority
Secured Creditor, is Priority Collateral.

     

    6.4           Invalidated
Payments.  To the extent that either Secured Creditor receives
payments on its Priority Obligations or proceeds of Priority Collateral for
application to its Priority Obligations which are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any Bankruptcy Law,
common law, equitable cause or otherwise (and whether as a result of any demand,
settlement, litigation or otherwise) (each a “Priority Claim Avoidance”),
then to the extent of such payment or proceeds received, such Priority
Obligations, or part thereof, intended to be satisfied by such payment or
proceeds shall be revived and continue in full force and effect as if such
payments or proceeds had not been received by such Priority Secured Creditor,
and this Agreement, if theretofore terminated, shall be reinstated in full force
and effect as of the date of such Priority Claim Avoidance, and such prior
termination shall not diminish, release, discharge, impair or otherwise affect
the Lien priorities and the relative rights and obligations of the Priority
Secured Creditor and the Junior Secured Creditors provided for herein with
respect to any event occurring on or after the date of such Priority Claim
Avoidance.  The Junior Secured Creditor with respect to any Collateral
(that as to such Junior Secured Creditor is Non-Priority Collateral) or Junior
Obligations agrees that it shall be not entitled to benefit from any Priority
Claim Avoidance in respect of any such Collateral or Junior Obligations, whether
by preference or otherwise, it being understood and agreed that the benefit of
such Priority Claim Avoidance otherwise allocable to it shall instead be
allocated and turned over for application in accordance with the priorities set
forth in this Agreement.

     

    6.5           Payments.  In
the event of any Insolvency Proceeding involving any Obligor all proceeds of
Priority Collateral (including, without limitation, any Distribution which would
otherwise, but for the terms hereof, be payable or deliverable in respect of the
Junior Obligations as to such Priority Collateral) shall be paid or delivered
directly to Priority Secured Creditor (to be held and/or applied by the Priority
Secured Creditor in accordance with the terms of the applicable Documents) until
all Priority Obligations are Paid In Full before any of the same shall be made
to the Junior Secured Creditor on account of any Junior Obligations, and each
Junior Secured Creditor irrevocably authorizes, empowers and directs any debtor,
debtor in possession, receiver, trustee, liquidator, custodian, conservator or
other Person having authority, to pay or otherwise deliver all such
Distributions in respect of its Junior Obligations to the Priority Secured
Creditor; provided that the
foregoing provision shall not apply to Distributions made in respect of the
Junior Obligations pursuant to a plan of reorganization under the Bankruptcy
Code with respect to an Obligor which has received the affirmative vote of all
classes composed of the Priority Secured Creditors claims and which has been
confirmed pursuant to a Final Order.  Each Junior Secured Creditor
also irrevocably authorizes and empowers the Priority Secured Creditor, in the
name of such

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Junior
Secured Creditor, to demand, sue for, collect and receive any and all such
Distributions in respect of any Junior Obligations to which the Priority Secured
Creditor is entitled hereunder.

     

    6.6           Rights as Unsecured
Lenders.  In any Insolvency Proceeding, to the extent not
prohibited by this Agreement, each Secured Creditor may take any action, file
any pleading, appear in any proceeding and exercise rights and remedies as
unsecured creditors.

     

    Section
7.                           Miscellaneous.

     

    7.1           Termination.  Subject
to Section 6.4,
this Agreement shall terminate and be of no further force and effect upon the
first to occur of the Payment in Full of (a) the Term Loan Obligations or (b)
the Revolving Credit Obligations.

     

    7.2           Successors and
Assigns; No
Third Party Beneficiaries.

     

    (a)         This
Agreement shall be binding upon each Secured Creditor and its respective
successors and assigns and shall inure to the benefit of each Secured Creditor
and its respective successors, participants and assigns.  No other
Person shall have or be entitled to assert rights or benefits
hereunder.

     

    (b)         Each
Secured Creditor reserves the right to grant participations in, or otherwise
sell, assign, transfer or negotiate all or any part of, or any interest in,
their respective Obligations; provided that no
Secured Creditor shall be obligated to give any notices to or otherwise in any
manner deal directly with any participant in the Obligations and no participant
shall be entitled to any rights or benefits under this Agreement, except through
the Secured Creditor with which it is a participant.

     

    (c)         In
connection with any participation or other transfer or assignment, a Secured
Creditor (i) may, subject to its respective Documents, disclose to such
assignee, participant or other transferee or assignee all documents and
information which such Secured Creditor now or hereafter may have relating to
any Obligor or the Collateral and (ii) shall disclose to such participant
or other transferee or assignee the existence and terms and conditions of this
Agreement.

     

    7.3           Notices.  All
notices and other communications provided for hereunder shall be in writing and
shall be sent by registered mail, return receipt requested, sent by overnight
courier, telecopied or delivered, as follows:

     

    (a)           if
to BFI, to it at the following address:

     

    


    Attention:              Black
Forest International, LLC

    c/o BCGU, LLC

    2038 Corte del Nogal, Suite
110

    Carlsbad, California 92011

    Telephone:                       (760)
804-8844, ext. 206

    Telecopier:                        (760)
804-8845

    


    with a
copy to:

    


    Hodgson Russ, LLP

    Attention:             
Ronniel Levy, Esq.

    1540 Broadway, 24th
Floor


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    New York, New York 10036

    Telephone:                     (212)
751-4300

    Telecopier:                      (212)
751-0928

    


    (b)           if
to the Revolving Lender, to it at the following address:

     

    Greenfield
Commercial Credit, LLC

    300 E.
Long Lake Rd., Suite 180

    Bloomfield
Hills, Michigan 48304

    Attention:
Edward P. Lewan, Senior Vice President

    Telephone:

    Telecopier:

    


    or, as to
each party, at such other address as shall be designated by such party in a
written notice to the other parties complying as to delivery with the terms of
this Section
7.3.  All such notices and other communications shall be
effective (i) if sent by registered mail, return receipt requested, when
received or 3 Business Days after mailing, whichever first occurs, (ii) if
telecopied, when transmitted and a confirmation is received, provided the same is
on a Business Day and, if not, on the next Business Day or (iii) if delivered by
messenger or overnight courier, upon delivery, provided the same is
on a Business Day and, if not, on the next Business Day.

     

     

    7.4           Counterparts.  This
Agreement may be executed by the parties hereto in several counterparts, and
each such counterpart shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.

     

    7.5           GOVERNING LAW; CONSENT TO
JURISDICTION AND VENUE.  THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.  EACH OF THE PARTIES HERETO HEREBY CONSENTS AND AGREES THAT
THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE
NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG
THE PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF
OR RELATING TO THIS AGREEMENT; PROVIDED THAT THE
PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK.

     

    7.6           MUTUAL WAIVER OF JURY
TRIAL.  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED
THERETO.

     

    7.7           Amendments.  No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Person from the terms hereof, shall in any event be effective
unless it is in writing and signed by BFI.  In no event shall the
consent of any Obligor be required in connection with any amendment or other
modification of this Agreement, provided, however, that no amendment
or

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    modification
of this Agreement that increases any obligation of any Obligor shall be
effective against such Obligor unless such amendment or modification is in
writing and signed by such Obligor.

     

    7.8           No
Waiver.  No failure or delay on the part of either Secured
Creditor in exercising any power or right under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right.

     

    7.9           Severability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provisions in any other jurisdiction.

     

    7.10           Further
Assurances.  Each party hereto agrees to cooperate fully with
each other party hereto to effectuate the intent and provisions of this
Agreement and, from time to time, to execute and deliver any and all other
agreements, documents or instruments, and to take such other actions, as may be
reasonably necessary or desirable to effectuate the intent and provisions of
this Agreement.

     

    7.11           Headings.  The
section headings contained in this Agreement are and shall be without meaning or
content whatsoever and are not part of this Agreement.

     

    7.12           Credit
Analysis.  The Secured Creditors shall each be responsible for
keeping themselves informed of (a) the financial condition of the Obligors and
all other all endorsers, obligors and/or guarantors of
the  Obligations and (b) all other circumstances bearing upon the risk
of nonpayment of the Obligations.  Neither Secured Creditor shall have
any duty to advise the other Secured Creditor of information known to it
regarding such condition or any such other circumstances.  Neither
Secured Creditor assumes any liability to the other Secured Creditor or to any
other Person with respect to:  (i) the financial or other condition of
Obligors under any instruments of guarantee with respect to the Obligations,
(ii) the enforceability, validity, value or collectibility of the Obligations,
any Collateral therefor or any guarantee or security which may have been granted
in connection with any of the Obligations or (iii) any Obligor’s title or right
to transfer any Collateral or security.

     

    7.13           Waiver of
Claims.  To the maximum extent permitted by law, each party
hereto waives any claim it might have against either Secured Creditor with
respect to, or arising out of, any action or failure to act or any error of
judgment or negligence, mistake or oversight whatsoever on the part of any other
party hereto or their respective directors, officers, employees or agents with
respect to any exercise of rights or remedies under the Documents or any
transaction relating to the Collateral in accordance with this
Agreement.  Neither of the Secured Creditors, nor any of their
respective directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or, except as specifically provided herein, shall be under any
obligation to Dispose of any Collateral upon the request of any Obligor or
either Secured Creditor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

     

    7.14           Conflicts.  In
the event of any conflict between the provisions of this Agreement and the
provisions of the Documents, the provisions of this Agreement shall
govern.

     

    7.15           Specific
Performance.  Each of BFI and the Revolving Lender may demand
specific performance of this Agreement and on behalf of itself hereby
irrevocably waives any defense based on the adequacy of a remedy at law and any
other defense that might be asserted to bar the remedy of specific performance
in any action which may be brought by the other Secured Creditor.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.16           Provisions Solely to Define
Relative Rights.  The provisions of this Agreement are and are
intended solely for the purpose of defining the relative rights of the Secured
Creditors.  None of the Obligors or any other creditor thereof shall
have any rights hereunder, and none of the Obligors may rely on the terms
hereof.  Nothing in this Agreement is intended to or shall impair the
obligations of Obligors, which are absolute and unconditional, to pay the Term
Loan Obligations and the Revolving Credit Obligations as and when the same shall
become due and payable in accordance with their terms

     

    7.17           Lien Priority Provisions;
Subrogation.  This Agreement and the rights and benefits
hereunder shall inure solely to the benefit of BFI and the Revolving Lender and
their respective successors and permitted assigns and no other Person (including
the Obligors or any trustee, receiver, debtor in possession or bankruptcy estate
in a bankruptcy or like proceeding) shall have or be entitled to assert rights
or benefits hereunder.  Each Junior Secured Creditor hereby agrees
that until the Term Loan Termination Date, if the Junior Secured Creditor is the
Revolving Lender, or the Revolving Credit Termination Date, if the Junior
Secured Creditor is BFI, it will not assert any rights of subrogation it or they
may acquire as a result of any payment hereunder.  Nothing contained
in this Agreement is intended to or shall impair the obligation of any Obligor
to pay the Obligations as and when the same shall become due and payable in
accordance with their respective terms.

     

    7.18           Entire
Agreement.  This Agreement and the Documents embody the entire
agreement of the Obligors, BFI and the Revolving Lender with respect to the
subject matter hereof and thereof and supersede all prior agreements and
understandings relating to the subject matter hereof and thereof and any draft
agreements, negotiations and/or discussions involving any Obligor, BFI or the
Revolving Lender relating to the subject matter hereof.

     

    7.19           Attorneys’ Fees and
Expenses.  In the event of any litigation arising from a
dispute concerning this Agreement, the prevailing party shall be entitled to
award of reasonable attorneys’ fees and expenses incurred in connection with
such dispute and litigation

     

    7.20           Prior Intercreditor
Agreement. Notwithstanding anything to the contrary contained in this
Agreement, each obligation of the Revolving Lender hereunder, and each right and
remedy of BFI hereunder, is subject in all respects to the obligations of the
Revolving Lender under an Amended And Restated Intercreditor Agreement, dated as
of July 31, 2007, by and among the Revolving Lender, Fourth Third LLC, as agent,
Earth LNG, Inc. and certain other Persons, as heretofore amended, modified or
supplemented from time to time (the “Prior Intercreditor
Agreement”).  The Revolving Lender shall not be obligated to
perform any obligation under this Agreement, and BFI shall not attempt to
enforce any right or remedy under this Agreement, to the extent that the
performance of such obligation by the Revolving Lender or the enforcement of
such right or remedy by BFI would violate any obligation of the Revolving
Lender, or interfere with the enforcement of any right or remedy of the
Revolving Lender, under the Prior Intercreditor Agreement.

     

    [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized as of the day and year first
above written.

     

    BLACK
FOREST INTERNATIONAL, LLC

    By: BCGU,
LLC, its administrative manager

    By:
Business Consulting Group Unlimited, Inc., its

           Administrative
manager

    


    


    By:                      /s/ Brad
Bingham

    Name:                 Brad Bingham,
Esq.

    Title:                   Attorney in
Fact

    


    


    


    GREENFIELD
COMMERCIAL CREDIT, LLC, as Revolving Lender

    


    By: GCC Management, Inc.

    Its Manager

    


    


    By:  /s/ Edward P.
Lewan

           Edward
P. Lewan

           Senior
Vice President


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Each of
the undersigned hereby acknowledges and agrees to the foregoing terms and
provisions.

     

    OBLIGORS:

    


    PNG VENTURES, INC., a Nevada
corporation

    


    By: /s/ Kevin
Markey

    Name:  Kevin
Markey

    Title:  Chief
Executive Officer

    


    APPLIED
LNG TECHNOLOGIES

    USA, L.L.C., a Delaware
limited liability

    company

    


    By: New
Earth LNG, LLC, a Delaware

    limited
liability company, its sole

    member

    


    By: /s/ Kevin
Markey

    Name:  Kevin
Markey

    Title:  President

    


    FLEET STAR, INC., a
Delaware

    corporation

    


    By: /s/ Dennis G. McLaughlin,
III

    Name:  Dennis
G. McLaughlin, III

    Title:   Chief
Executive Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EARTH LEASING, INC., a
Texas

    corporation

    


    By: /s/ Dennis G. McLaughlin,
III

    Name:  Dennis
G. McLaughlin, III

    Title:  Chief
Executive Officer

    


    ARIZONA LNG, L.L.C.,
a

    Nevada
limited liability company

    


    By: New
Earth LNG, LLC, a Delaware

    limited
liability company, its sole

    member

    


    By: /s/ Kevin
Markey

    Name:  Kevin
Markey

    Title:   President

    


    NEW EARTH LNG, LLC,
a

    Delaware
limited liability company

    


    By: /s/ Kevin
Markey

    Name:  Kevin
Markey

    Title:   President