exhibit1085.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    RELEASE, CONSENT AND
ACKNOWLEDGEMENT

     

    


     

    This Release, Consent and
Acknowledgment (this “Release”), dated as
of June 26, 2008, is made by and among Earth Biofuels, Inc., a Delaware
corporation (the “Parent”), Durant
Biofuels, LLC, an Oklahoma limited liability company (“Durant”), Earth LNG, Inc.
f/k/a Apollo LNG, Inc., a Texas corporation (“Earth LNG”), and its
direct wholly owned subsidiary, New Earth LNG, LLC, a Delaware limited liability
company (“New Earth
LNG”) and Earth LNG’s direct and indirect subsidiaries Arizona LNG,
L.L.C., a Nevada limited liability company, Fleet Star, Inc., a Delaware
corporation, Earth Leasing, Inc. f/k/a Alternative Dual Fuels, Inc., a Texas
corporation and Applied LNG Technologies USA, L.L.C., a Delaware limited
liability company (each of such subsidiaries, together with Earth LNG, and New
Earth LNG, an “LNG
Party” and collectively, the “LNG Parties”), PNG
Ventures, Inc., a Nevada corporation (“PNG”), and Castlerigg
Master Investments Ltd., as former Collateral Agent (the “Collateral Agent”),
for each of the holders of the “Notes” (as defined below), and Castlerigg Master
Investments Ltd., as a former creditor (in such capacity, the “Former
Creditor”).

     

    RECITALS

     

    A.           Reference
is made to (i) a Securities Purchase Agreement, dated as of June 7, 2006, by and
among Earth Biofuels, Inc., a Delaware corporation and parent company of Earth
LNG, and certain buyers, pursuant to which, among other things, such buyers
purchased from Parent certain notes (the “Notes”), (ii) a
Securities Purchase Agreement, dated as of July 24, 2006, pursuant to which,
among other things, certain buyers purchased from the Parent senior convertible
notes (the “2006
Notes”, and together with the Notes, the “Existing Notes”) and
(iii) an Interim Restructuring Agreement, dated as of November 13, 2007, by and
among the Parent, Dennis McLaughlin III, and certain buyers, pursuant to which,
among other things, the Parent agreed to grant to each holder of the Notes a
security interest in certain assets of the Parent and the Parent’s direct and
indirect subsidiaries, including, without limitation, the LNG Parties, as
evidenced by (x) a Pledge and Security Agreement, dated as of December 20, 2007,
by the Parent and such subsidiaries, including, without limitation, the LNG
Parties (the “Existing
Pledge Agreement”), (y) a Guaranty Agreement, dated as of November 13,
2007, by the Parent’s subsidiaries, including, without limitation, the LNG
Parties (the “Existing
Guaranty Agreement”), and (z) each other agreement, instrument, document
and other writing entered into in connection with the Existing Pledge Agreement
and the Existing Guaranty Agreement (the documents described in clauses (x), (y)
and (z), as heretofore amended, modified, supplemented, restated or replaced
from time to time, or any forbearance or extension thereto, collectively the
“Collateral
Agreements”);

     

    B.           Parent
is a debtor under the Amended and Restated Senior Secured Exchangeable Note and
Senior Subordinated Secured Convertible Exchangeable Note, issued to the
Collateral Agent and to the Former Creditor and certain other creditors,
pursuant to an Amendment and Exchange Agreement, dated as of June 26, 2008, by
and among the Parent, PNG and the Former Creditor (the “Exchange Agreement”)
and certain related agreements, instruments, documents and other writings
(collectively the “Amended Parent Credit
Documents”) pursuant to which, for the avoidance of doubt, none of the
LNG Parties is obligated in any respect;

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1)           Parent,
Earth LNG and New Earth LNG, as assignee of the subsidiaries of Earth
LNG,  have entered into a Share Exchange Agreement, dated as of June
30, 2008 (the "Share
Exchange Agreement") for the sale of all of the membership interests in
New Earth LNG to PNG and, in connection therewith and as a condition thereof,
the LNG Parties have requested that the Collateral Agent and the Former Creditor
release the LNG Parties and PNG from any and all liabilities under or in
connection with the Collateral Agreements and otherwise, and release any
collateral held as security by the Collateral Agent or the Former Creditor as
security for any such liabilities (whether such security interest is perfected
or otherwise), and that the Parent and Durant consent to such releases and
acknowledge certain related matters, all to which the parties desire to agree
pursuant to the terms hereof; and

     

    


    D.           Durant,
Earth Biofuels Technology Co., LLC, The Wing Sail Company, Earth Biofuels of
Cordele, LLC, B20 Customs, LLC, Earth Biofuels Operating, Inc., Earth Biofuels
Retail Fuel Company, LLC, Earth Ethanol of Washington L.L.C. and Earth Ethanol,
Inc. (collectively, the “Non-LNG
Subsidiaries”) are entering into to an Amended and Restated Guaranty
Agreement (the “Restated Guaranty”)
in favor of the Former Creditor, and (b) the Parent and the Non-LNG Subsidiaries
are entering into an Amended and Restated Pledge and Security Agreement (the
“Restated Pledge
Agreement”) in favor of the Collateral Agent, to which agreements New
Earth and the Subsidiaries are no longer parties or obligors.

    


    AGREEMENT

     

    In consideration of the foregoing
premises, the covenants and conditions set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned do hereby acknowledge, consent and agree as
follows:

     

    1.           Releases by Collateral Agent
and Former Creditor.

     

    a.           Effective
on the “Waiver Effective Date” (as hereinafter defined), the Collateral Agent
and the Former Creditor (collectively, the “Former Creditor
Parties”), for themselves, their respective officers, directors,
employees, agents, attorneys, subsidiaries, affiliates and predecessors and the
respective heirs, executors, administrators, legal representatives, successors
and assigns of each of the foregoing (all of the foregoing being collectively
the “Releasors”), hereby
and with prejudice unconditionally and irrevocably remise, release and forever
discharge the LNG Parties and PNG, their respective officers, directors,
employees, agents, attorneys, subsidiaries and predecessors and the respective
heirs, executors, administrators, legal representatives, successors and assigns
of each of the foregoing (all of the foregoing , collectively, the “Released Persons”) of
and from any and all manner of action and actions, cause and causes of action,
suits, debts, dues, sums of money, accounts, reckoning, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims (including,
without limitation, any and all defenses, counter-claims and cross-claims
against, and rights to indemnification or contribution from, any of the Released
Persons), demands, liabilities and obligations of whatever kind or nature
whatsoever (whether joint or several, direct or indirect, absolute or contingent
or otherwise, as maker, endorser, surety, guarantor or otherwise, and whether
evidenced by any promissory note, court order, or other instrument, or carried
as an open account payable or otherwise) in respect of any of the Collateral
Agreements or any other contract, instrument,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    liability,
lien or claim relating thereto, whether by operation of law or otherwise or to
the business dealings directly between Releasors and Parent and Non-LNG
Subsidiaries (other than any business dealings in which PNG has signed a written
acknowledgment with respect thereto or in which PNG is a party), whether in law
(including, without limitation, any domestic or foreign federal, state, local or
other statute, regulation or other law), in equity or as third-party beneficiary
or otherwise, whether known or unknown, suspected or unsuspected or otherwise,
which any one or more of the Releasors ever had, now has or in the future can,
shall or may have, against or otherwise involving any of the Released Persons or
any asset or property of any thereof, for any reason whatsoever, or as a result
of any matter occurring or failing to occur or otherwise, at any time or times
whether heretofore or hereafter occurring; provided, however, that the
foregoing releases shall not apply to any liabilities or obligations of PNG
itself to any of the Former Creditor Parties under or in respect of the
"Transfer Agreement" itself (as defined below) (to the extent that such
representations relate to PNG and are not representations or covenants of
Parent, Non-LNG Subsidiaries or LNG Parties or Former Creditors) or this Release
(collectively, "Related
Obligations").

     

    b.           Effective
on the “Waiver Effective Date” (as hereinafter defined), the Releasors hereby
and with prejudice unconditionally and irrevocably remise, release and forever
discharge Parent, its respective officers, directors, employees, agents,
attorneys, subsidiaries and predecessors and its heirs, executors,
administrators, legal representatives, successors and assigns of each of the
foregoing (all of the foregoing, collectively, the “EBOF Released
Persons”) of and from any and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims (including,
without limitation, any and all defenses, counter-claims and cross-claims
against, and rights to indemnification or contribution from, any of the EBOF
Released Persons), demands, liabilities and obligations of whatever kind or
nature whatsoever (whether joint or several, direct or indirect, absolute or
contingent or otherwise, as maker, endorser, surety, guarantor or otherwise, and
whether evidenced by any promissory note, court order, or other instrument, or
carried as an open account payable or otherwise) in respect of the Former
Creditor's "Note" and "Exchanged Notes" (as defined in "Settlement Exchange
Agreement", as defined in the "Transfer Agreement" defined below) and any
security interests in the shares of common stock, $0.0001 par value, of PNG
issuable upon conversion in accordance with the terms thereof, whether by
operation of law or otherwise), whether in law (including, without limitation,
any domestic or foreign federal, state, local or other statute, regulation or
other law), in equity or as third-party beneficiary or otherwise, whether known
or unknown, suspected or unsuspected or otherwise, which any one or more of the
Releasors ever had, now has or in the future can, shall or may have, against or
otherwise involving any of the EBOF Released Persons or any asset or property of
any thereof, for any reason whatsoever, or as a result of any matter occurring
or failing to occur or otherwise, at any time or times whether heretofore or
hereafter occurring.

     

    c.           Parent
shall continue to be obligors under and parties to the Amended Parent Credit
Documents.

    


    2.           Termination of Collateral
Agreements and Related Security.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    a.           Effective
on the Waiver Effective Date , the Former Creditor Parties acknowledge and agree
that (i) as to the Released Persons only, the Collateral Agreements are hereby
fully, and finally terminated and discharged in all respects, with prejudice,
and none of the Released Persons has any further or remaining liability or
obligation thereunder, and (ii) as to all assets of the Released Persons only,
all security interests and other liens, security agreements, mortgages, deeds of
trust, assignments, pledges, guaranties, subordinations and other collateral or
security granted to or existing in favor of the Former Creditor Parties or any
of them in connection with obligations under the Collateral Agreements, or in
connection with any other obligations of any of the Released Persons to the
Former Creditor Parties or any of them, are satisfied, discharged, released and
terminated in all respects.

     

    b.           Effective
on the Waiver Effective Date, the LNG Parties and their designees (including,
without limitation, Greenfield Commercial, L.L.C.) are immediately authorized to
file or record termination statements for each Uniform Commercial Code financing
statement of public record naming any LNG Party as debtor and the Former
Creditor Parties or any of them as secured party, including, without limitation,
the Uniform Commercial Code financing statements described on Exhibit A to this
Release.

     

    c.           Effective
on the Waiver Effective Date, promptly upon any further written request of any
LNG Party, each of the Former Creditor Parties, as applicable, will provide such
LNG Party with any other instruments or writings and take any other actions
reasonably required to (a) confirm the satisfaction, payment, discharge and
performance in full of the all indebtedness, liabilities and obligations
released pursuant to Section 1 of this Release (collectively, the “Released
Obligations”) and the termination and discharge of the Collateral
Agreements as to any of the LNG Parties, (b) return to such LNG Party any
collateral or security for any the Released Obligations in the possession of the
Former Creditor Parties or any of them and (c) satisfy, discharge, release or
terminate any security interest or other lien, security agreement, mortgage,
deed of trust, assignment, pledge or subordination, any guaranty or other
assurance of payment, any control, blocked account or similar agreement or any
insurance policy endorsement or other collateral or security existing in the
favor of the Former Creditor Parties or any of them with respect to any assets
of any LNG Party or otherwise as security or collateral for any of the Released
Obligations.

     

    3.           Consent by Parent and
Durant.  The Parent and the Non-LNG Subsidiaries (collectively,
the "Remaining Obligors") hereby consent to (a) the release of the LNG Parties
from their liabilities as guarantors of the Released Obligations and (b) the
release of the Collateral Agent’s security interest in the assets and property
of the LNG Parties (collectively, the "LNG Property"), and acknowledge that the
Remaining Obligors shall continue to be liable, jointly and severally, for the
payment in full of the any indebtedness owed to the Former Creditor pursuant to
the Amended Parent Credit Documents, the Existing Guaranty Agreement (as amended
by the Restated Guaranty), the Existing Pledge Agreement (as amended by the
Restated Pledge Agreement) and the other "Existing Transaction Documents" (as
defined in the Exchange Agreement), notwithstanding such releases herein, and
that their liabilities in regard thereto shall continue as provided therein and
Parent and Non-LNG Subsidiaries further agree to indemnify Released Persons for
any liabilities resulting there from (which covenant shall, for avoidance of
doubt survive any mutual release in favor of a Released Person relating to the
post Share Exchange financing with Fourth Third, LLC).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    i)           Conditions to
Effectiveness.  The effectiveness of this Release shall be
conditioned upon the satisfaction of the following conditions precedent (the
date on which all such conditions are fulfilled or waived by the Agents and the
Required Lenders are hereafter referred to as the “Waiver Effective
Date”):

     

    (1)(2)(3)(a)a.(4)(5)                                                      this
Release shall have been executed and delivered by the Collateral Agent, the
Former Creditor, the Parent, the Non-LNG Subsidiaries, PNG and the LNG
Parties;

     

    b.           the
Collateral Agent, the Parent, the Non-LNG Subsidiaries, the LNG Parties and each
of the other creditors listed in Exhibit B annexed hereto,
shall have (i) executed agreements identical to this Release (collectively, the
“Other
Releases”);

     

    c.           the
Securities Purchase Agreement, together with a Transfer of Securities
Acknowledgment and Agreement attached as Exhibit A thereto (the "Transfer Agreement"),
shall have been duly executed by Parent and PNG, as applicable, and a copy of
which shall be delivered to the Former Creditor;

     

    d.           the
“Closing” under (and as defined in) the Share Exchange Agreement shall have
occurred, with all closing conditions thereto satisfied as determined at the
sole discretion of the parties thereto; and

     

    e.           the
representations and warranties made by PNG in the Transfer Agreement 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) on and as of the Waiver Effective
Date as though made on and as of such date, except (i) to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties are true and correct on and as of
such date, or (ii) are otherwise dependant on representations or warranties of
Parent, the LNG Parties or the Non-LNG Subsidiaries, in which case such
representations and warranties are 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) except with respect to such representations or warranties by Parent,
the LNG Parties or Non-LNG Subsidiaries.

     

    For the
avoidance of doubt, the LNG Parties may rely, in determining the above, on
facsimile, PDF, statements of Parent, or similar representation of signed
documents or counterpart signature pages for purposes of determining the
satisfaction of any of the above.

     

    ii)           Representations and
Warranties.

     

    a.           The
Parent and the Non-LNG Subsidiaries hereby represent and warrant to the
Collateral Agent and the Former Creditor that, after the "Closing Date" (as
defined in the Exchange Agreement), no “Event of Default” (as defined in the
Notes), and no event that, with the giving of notice or the passage of time, or
both, would constitute an Event of Default, each, a “Default”) will have
occurred and be continuing or will result from this Release becoming effective
in accordance with its terms.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.           PNG
hereby represents and warrants to the Collateral Agent and the Former Creditor
that (i) the representations and warranties made by PNG in the Transfer
Agreement are true and correct on and as of the Waiver Effective Date as though
made on and as of such date, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such
representations and warranties are true and correct on and as of such date), and
(ii) the "Closing" has occurred under (and as defined in) the Share Exchange
Agreement.

     

    iii)           Ratification; Reservation of
Rights.  This Release does not and shall not affect any
obligations of the Parent, any of the Non-LNG Subsidiaries or any party other
than the LNG Parties under the Notes or any other Existing Transaction Document
or certificate or other writing delivered to the Collateral Agent or the Former
Creditor pursuant thereto, other than as expressly provided herein, including
(without limitation) the Parent’s obligations to pay all of its liabilities and
obligations under the Notes and all other Obligations in accordance with the
terms of the Notes and the other Existing Transaction Documents, all of which
obligations shall remain in full force and effect, in each case as against
Parent and the Non-LNG Subsidiaries.  Except as expressly provided
herein, the execution, delivery and effectiveness of this Release shall not
operate as a waiver of any right, power or remedy of the Collateral Agent or the
Former Creditor under the Notes or any other Existing Transaction Document, nor
constitute a waiver of any provision of the Notes or any other Transaction
Document as against Durant, Parent or the Non-LNG
Subsidiaries.  Except as expressly set forth in this Release, Consent
and Waiver, the Collateral Agents and the Former Creditor expressly reserve the
right to exercise any and all of their rights and remedies under the Notes, any
other Existing Transaction Document and applicable law in respect of any Default
or Event of Default as against the Parent and other Non-LNG
Subsidiaries.

     

    iv)           Indemnification and
Release.

     

    a.           The
Parent and the Non-LNG Subsidiaries hereby, jointly and
severally:  (a) indemnify and hold harmless the Collateral Agent and
the Former Creditor, and each of their respective officers, directors,
employees, equityholders, attorneys, consultants and agents (each, a “Former Creditor
Indemnitee”), from and against any and all claims, damages, liabilities
and expenses, including, without limitation, attorneys’ fees and disbursements,
which may be incurred by or asserted against any Former Creditor Indemnitee in
any investigation, litigation, suit or action arising out of or relating to (i)
the release pursuant hereto of any security interest, lien, encumbrance or other
charge granted to the Collateral Agent (on behalf the Former Creditor), or (ii)
the release of any of the LNG Parties from its respective liabilities under the
Guaranty; provided, however, that the
Parent and the Non-LNG Parties shall not be required to indemnify any Former
Creditor Indemnitee from or against any portion of such claims, damages,
liabilities or expenses arising out of the gross negligence or willful
misconduct of such Former Creditor Indemnitee, as determined by a final
nonappealable judgment of a court of competent jurisdiction; (b) agree to pay
all costs and expenses in connection with the preparation, execution, delivery,
filing and recording of this Release, Consent and Waiver, and the performance of
any other acts and the execution of any other documents required to effect the
release of any security interest pursuant hereto, including (without limitation)
the fees and disbursements of counsel to the Collateral Agent and the Former
Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes
and fees payable or determined to be payable in

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    connection
with the execution and delivery hereof or any release document pursuant hereto,
and to hold each Former Creditor Indemnitee harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes or fees; and (d) release each Former Creditor
Indemnitee from any duty, liability or obligation (if any) under the Notes or
any other Existing Transaction Document in respect of the LNG Property and the
release of the security interests therein pursuant hereto.

     

    b.           The
Parent and the Non-LNG Subsidiaries hereby, jointly and severally indemnify and
hold harmless PNG and the LNG Parties, and each of their respective officers,
directors, employees, equityholders, attorneys, consultants and agents (each, a
“PNG
Indemnitee”), from and against any and all claims, damages, liabilities
and expenses, including, without limitation, attorneys’ fees and disbursements,
which may be incurred by or asserted against any PNG Indemnitee in any
investigation, litigation, suit or action by any third party arising out of or
relating to the Collateral Agreements or any Related Obligations; provided, however, that the
Parent and the Non-LNG Subsidiaries shall not be required to indemnify any PNG
Indemnitee from or against any portion of such claims, damages, liabilities or
expenses arising out of the gross negligence or willful misconduct of such PNG
Indemnitee, as determined by a final nonappealable judgment of a court of
competent jurisdiction.

     

    8.           Miscellaneous.

     

    a.           Independent
Review.  Each of the parties hereto has reviewed this Release
with its own counsel and advisors.

     

    b.           Binding Effect. This
Release shall be binding upon and enforceable by, and inure to the benefit of,
each of the parties hereto and each direct or indirect legal representative,
successor and assignee of any such party.

     

    c.           Entire
Agreement.  This Release contains the entire agreement among
the parties hereto with respect to the subject matter of this Release and
supersedes each action heretofore taken or not taken, each course of conduct
heretofore pursued, accepted or acquiesced in, and each oral, written or other
agreement and representation heretofore made, by or on behalf of any of the
parties with respect thereto.  No action heretofore or hereafter taken
or not taken, no course of conduct heretofore or hereafter pursued, accepted or
acquiesced in, no oral, written or other agreement or representation heretofore
made, and no agreement or representation hereafter made other than in writing,
by or on behalf of any party hereto shall modify or terminate this Release,
impair or otherwise adversely affect this Release, any obligation, right, remedy
or power of any party pursuant to this Release or arising or accruing as a
result of this Release or operate as a waiver of any such obligation, right,
remedy or power.  No modification of this Release or waiver of any
such obligation, right, remedy or power shall be effective unless made in a
writing duly executed by each party sought to be bound thereby and specifically
referring to such modification or waiver. Notwithstanding anything herein to the
contrary, nothing herein shall be deemed to limit, alter, amend or constitute a
waiver with respect to, any other release or indemnification covenants or
agreements provided by Parent and any other Non-LNG Subsidiaries to any LNG
Party.

     

    d.           Severability.  Whenever
possible, each provision of this Release shall be

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    interpreted
in such manner as to be effective and valid under applicable law.  If,
however, any such provision shall be prohibited by or invalid under such law, it
shall be deemed modified to conform to the minimum requirements of such law, or,
if for any reason it is not deemed so modified, it shall be prohibited or
invalid only to the extent of such prohibition or invalidity without the
remainder thereof or any other such provision being prohibited or
invalid.

     

    e.           Governing
Law.  This Release shall be governed by and construed,
interpreted and enforced in accordance with the law of the State of New York
(including, but not limited to, Sections 5-1401 and 5-1402 of the General
Obligations Law of the State of New York) and, to the extent applicable, the
federal law of the United States without regard to the law of any other
jurisdiction.

     

    f.           Headings.  In
this Release, headings of sections are for convenience of reference only and
have no substantive effect.

     

    g.           JURISDICTIONAL CONSENTS AND
WAIVERS.  EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND
IRREVOCABLY (i) CONSENTS IN EACH ACTION AND OTHER LEGAL PROCEEDING
COMMENCED BY ANY OTHER PARTY AND ARISING OUT OF OR OTHERWISE RELATING TO THIS
RELEASE TO THE NONEXCLUSIVE PERSONAL JURISDICTION OF ANY COURT THAT IS EITHER A
COURT OF RECORD OF THE STATE OF NEW YORK OR A COURT OF THE UNITED STATES LOCATED
IN THE STATE OF NEW YORK, (ii) WAIVES EACH OBJECTION TO THE LAYING OF VENUE
OF ANY SUCH ACTION OR OTHER LEGAL PROCEEDING, (iii) WAIVES PERSONAL SERVICE
OF PROCESS IN EACH SUCH ACTION AND OTHER LEGAL PROCEEDING, (iv) WAIVES IN
EACH SUCH ACTION AND OTHER LEGAL PROCEEDING EACH RIGHT TO ASSERT ANY
NON-MANDATORY COUNTERCLAIM OR ANY SETOFF, (v) WAIVES EACH RIGHT TO ATTACK
ANY FINAL JUDGMENT THAT IS OBTAINED AS A RESULT OF ANY SUCH ACTION OR OTHER
LEGAL PROCEEDING AND (vi) CONSENTS TO EACH SUCH FINAL JUDGMENT BEING SUED
UPON IN ANY COURT HAVING JURISDICTION WITH RESPECT THERETO AND ENFORCED IN THE
JURISDICTION IN WHICH SUCH COURT IS LOCATED AS IF ISSUED BY SUCH
COURT.

     

    h.           WAIVER OF TRIAL BY
JURY. EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
WAIVES EACH RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR
OTHER LEGAL PROCEEDING, WHETHER BASED ON ANY CONTRACT OR NEGLIGENT, INTENTIONAL
OR OTHER TORT OR OTHERWISE, ARISING OUT OF OR OTHERWISE RELATING TO (i) THIS
RELEASE OR ANY OF THE OBLIGATIONS HEREUNDER, (ii) ANY TRANSACTION ARISING OUT OF
OR OTHERWISE RELATING TO THIS RELEASE OR ANY OF THE OBLIGATIONS HEREUNDER OR
(iii) ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS
RELEASE OR ANY OF THE OBLIGATIONS HEREUNDER.

     

    i.           Counterparts.  This
Release (i)  may be executed by the parties hereto in
several

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    counterparts,
and each such counterpart shall be deemed to be an original, and all such
counterparts shall constitute together but one and the same agreement and (ii)
may be executed and delivered by telecopier or “pdf” file, and when so executed
and delivered, shall constitute an “original” document.

     

    j.           Effective
Date.  This Release shall be deemed to be effective as of the
date of satisfaction of all conditions precedent set forth in Section 4
hereof.

     

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    IN
WITNESS WHEREOF, each of the undersigned has caused this Release, Consent and
Acknowledgment to be executed as of the date first written above.

     

    DURANT
BIOFUELS, LLC

     

    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:     Chief
Executive Officer

    


    EARTH
BIOFUELS, INC.

    (a
Delaware corporation)

    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    


    EARTH
LNG, INC.

    (a Texas
corporation)

    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    President

    


    NEW
EARTH LNG, LLC

     (a Delaware limited
liability company)

    


    By:____________________________

    Name:  Kevin
Markey

    Title:    Chief
Executive Officer

    


    APPLIED
LNG TECHNOLOGIES USA, L.L.C.

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    


    FLEET
STAR, INC.

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    [Counterpart signature page to
Release, Consent and Acknowledgment]

    [Additional
Signatures Follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EARTH
LEASING, INC.

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:  
 Chief Executive Officer

    


    ARIZONA
LNG, L.L.C.

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    


    EARTH
BIOFUELS TECHNOLOGY CO., LLC

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer of Member, Earth Biofuels, Inc.

    


    THE
WING SAIL COMPANY

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    


    EARTH
BIOFUELS OF CORDELE, LLC

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    


    B20
CUSTOMS, LLC

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    


    [Counterpart signature page to
Release, Consent and Acknowledgment]

    [Additional
Signatures Follow]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EARTH
BIOFUELS OPERATING, INC.

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:    Chief
Executive Officer

    


    EARTH
BIOFUELS RETAIL FUEL COMPANY, LLC

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:   Chief
Executive Officer of Member, Earth Biofuels, Inc.

    


    EARTH
ETHANOL OF WASHINGTON L.L.C.

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:   
Chief Executive Officer

    


    EARTH
ETHANOL, INC.

    


    


    By:____________________________

    Name:  Dennis
G. McLaughlin, III

    Title:  
 Chief Executive Officer

    


    PNG
VENTURES, INC.

    


    


    By:____________________________

    Name:  Kevin
Markey

    Title:   
Chief Executive Officer

    


    [Counterpart signature page to
Release, Consent and Acknowledgment]

    [Additional
Signatures Follow]

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Collateral
Agent and Former Creditor:

    


    CASTLERIGG
MASTER INVESTMENTS LTD.

    as Former
Creditor and Collateral Agent

    by:  Sandell
Asset Management Corp.

    


    By:_______________________________

    Name:
Patrick T. Burke

    Title:   Senior
Managing Director

    


     

    


    [Counterpart signature page to
Release, Consent and Acknowledgment]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    UCC FINANCING STATEMENTS TO
BE TERMINATED

    


    


     

    
      	
               

              Jurisdiction

            	
              Date Filed

            	
               

              Filing Number

            	
               

              Secured Party

            	
               

              Debtor

            
	
              Texas

            	
              12/21/07

            	
              07-0043021461

            	
              Castlerigg
      Master Investments Ltd., as Collateral Agent

            	
              Earth
      LNG, Inc.

            
	
              Texas

            	
              12/21/07

            	
              07-0043021249

            	
              Castlerigg
      Master Investments Ltd., as Collateral Agent

            	
              Alternative
      Dual Fuels, Inc.

            
	
              Delaware

            	
              12/20/07

            	
              20074826664

            	
              Castlerigg
      Master Investments Ltd., as Collateral Agent

            	
              Applied
      LNG Technologies USA, L.L.C.

            
	
              Nevada

            	
              12/21/07

            	
              2007042072-7

            	
              Castlerigg
      Master Investments Ltd., as Collateral Agent

            	
              Arizona
      LNG, L.L.C.

            
	
              Delaware

            	
              12/21/07

            	
              20074836259

            	
              Castlerigg
      Master Investments Ltd., as Collateral Agent

            	
              Fleet
      Star, Inc.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    Former
Creditors

    


    


    Castlerigg
PNG Investments LLC

    


    Portside
Growth and Opportunity Fund

    


    Radcliffe
SPC, Ltd.