exhibit10-1.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIRD AMENDMENT TO LOAN AND
SECURITY AGREEMENT

      


      THIS THIRD AMENDMENT TO LOAN AND
SECURITY AGREEMENT ("Third Amendment") is entered into as of February 27,
2009 between GREENFIELD
COMMERCIAL CREDIT, L.L.C., a Michigan limited liability company
("Lender"), and APPLIED LNG
TECHNOLOGIES USA, L.L.C. and ARIZONA LNG, L.L.C., Delaware and Nevada
limited liability companies, respectively ("Borrower").

      


      RECITALS

      


      A.           Lender
and Borrower entered into a Loan And Security Agreement on March 1, 2007 and
amended the same from time to time (as amended the "Loan Agreement"). All
capitalized terms not defined herein shall have the same meanings ascribed to
such terms in the Loan Agreement.

      


      B.           Borrower
has requested an extension of the Maturity Date and a decrease in the Maximum
Loan Amount, to $2,500,000.00, and Lender agrees, subject to the terms and
conditions below:

      


      NOW, THEREFORE, in
consideration of the mutual covenants, conditions, and provisions as hereinafter
set forth, the parties hereto agree as follows:

      


      1.           Maturity
Date.         The Loan
Agreement and paragraph 2 (D) of its Term Sheet are amended to provide for a
Maturity Date of the earlier of demand or March 1, 2010.

      


      2.           Maximum
Loan Amount/Monthly Processing
Fee.            The
Loan Agreement, Paragraph 2(A) of its Term Sheet, and Revolving Credit Loan
Rider #1 ("Rider") and Paragraph 2 (A) (i) of its Term Sheet are amended to
provide for a Maximum Loan Amount of $2,500,000.00. Paragraph 15 (H) (iii) of
the Loan Agreement Term Sheet is amended to increase the Loan Processing Fee to
..75% of average loan outstanding, payable monthly.

      


      3.           Interest
Rate. The Loan
Agreement, Rider and their Term Sheets are amended to provide for an Effective
Interest Rate of three month LIBOR plus 7%, with a LIBOR floor of 2%, as more
fully defined in the Third Amended And Restated Revolving Credit Loan Note
executed herewith.

      


      4.           Prepayment
Penalty.  The prepayment penalty of paragraph. 2 C of the Loan
Agreement is amended to provide a prepayment penalty of $25,000.00.

      


      5.           Amended
and restated note.  Borrower shall execute herewith a Third
Amended And Restated Revolving Credit Loan Note evidencing the amended Interest
Rate and Maturity Date.

      


      6.           Amendment/Legal
Fees. Borrower shall pay to
Lender in consideration of this Third Amendment (i) a loan amendment fee of
$25,000.00, which shall be funded over formula and amortized over six months
from date hereof, and (ii) Lender's legal fees in the amount of
$500.00.

      


      7.           Reaffirmation
of Loan Agreement/Prepayment. Except as amended hereby, the Loan
Agreement and all documents and instruments executed in connection therewith,
and all of the terms of such documents, shall remain in full force and
effect.

      


      8.           Counterparts. This Third Amendment may
be executed in counterparts.

      


      IN WITNESS WHEREOF, the
parties hereto have caused this Third Amendment to be executed and delivered as
of the date first hereinabove set forth.

      


      Signatures
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                LENDER:

              	 
      	
                BORROWER:

              
	 
      	 
      	 
      
	
                GREENFIELD
      COMMERCIAL CREDIT, L.L.C.

              	 
      	
                ARIZONA
      LNG, L.L.C.

              
	
                a
      Michigan limited liability company

              	 
      	
                a
      Nevada limited liability company

              
	
                By:   GCC
      Management, Inc.

              	 
      	 
      
	
                Its:    Manager

              	 
      	
                By:  New
      Earth LNG, LLC, a Delaware

              
	 
      	 
      	
                        limited
      liability company

              
	
                By:   /s/ Edward P. Lewan

              	 
      	
                Its:   Sole
      Member

              
	
                         Edward
      P. Lewan

              	 
      	 
      
	
                Its:    Senior
      Vice President

              	 
      	
                By:   /s/ Cem Hacioglu

              
	 
      	 
      	
                        Cem
      Hacioglu

              
	 
      	 
      	
                Its:   President
      and CEO

              
	 
      	 
      	 
      
	 
      	 
      	
                APPLIED
      LNG TECHNOLOGIES USA,

              
	 
      	 
      	
                LLC, a Delaware limited
      liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                By:  New
      Earth LNG, LLC, a Delaware

              
	 
      	 
      	
                        limited
      liability company

              
	 
      	 
      	
                Its:   Sole
      Member

              
	 
      	 
      	 
      
	 
      	 
      	
                By:   /s/ Cem Hacioglu

              
	 
      	 
      	
                        Cem
      Hacioglu

              
	 
      	 
      	
                Its:   President
      and CEO

              


      

      


      ACKNOWLEDGMENT OF
GUARANTORS

      


      Guarantors
PNG Ventures, Inc. and New Earth LNG, LLC, hereby acknowledge the above Third
Amendment and agree that their guaranties shall continue in full force and
effect.

      


      
        	 
      	 
      	
                PNG
      VENTURES, INC.

              
	 
      	 
      	
                a
      Nevada corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                By:   /s/ Cem Hacioglu

              
	 
      	 
      	
                        Cem
      Hacioglu

              
	 
      	 
      	
                Its:   President
      and CEO

              
	 
      	 
      	 
      
	 
      	 
      	
                NEW
      EARTH LNG, LLC

              
	 
      	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                By:   /s/ Cem Hacioglu

              
	 
      	 
      	
                        Cem
      Hacioglu

              
	 
      	 
      	
                Its:   President
      and CEO