Exhibit 10.16


 


Execution
Version


 


SIXTH
AMENDMENT TO CREDIT AGREEMENT


 


This SIXTH
AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of December 29,
2008, is by and among NOVA BIOFUELS SENECA, LLC, a Delaware limited liability
company (“Borrower”), each of the Lenders party hereto, WESTLB AG, NEW
YORK BRANCH, as administrative agent for the Lenders and WESTLB AG, NEW YORK
BRANCH, as collateral agent for the Senior Secured Parties.


 


PREAMBLE


 


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


 


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


 


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


 


1.                                      DEFINITIONS AND INTERPRETATION


 


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


 


2.                                      AMENDMENTS


 


2.1                                 Exhibit A
(Defined Terms) of the Credit
Agreement is hereby amended by as follows (new text in bold and underlined, and
deleted text stricken out):


 


“ “Conversion
Date Certain” means January 30, 2009.”


 


3.                                      MISCELLANEOUS


 


3.1                                 Counterparts


 


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


 

















 


3.2                                 Governing
Law


 


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


 


3.3                                 Limited
Purpose; Effect on Credit Agreement


 


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


 


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


 


3.4                                 Effectiveness


 


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


 


3.5                                 Authority,
Etc.


 


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


 


[The remainder of this page is intentionally
blank.]


 


2

















 


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


 


 


	
   

  	
  NOVA BIOFUELS SENECA, LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth T. Hern

  
	
   

  	
   

  	
  Name: Kenneth T. Hern

  
	
   

  	
   

  	
  Title:  President

  



 

















 


	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Livingston

  
	
   

  	
   

  	
  Name:

  	
  Martin Livingston

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Nunn

  
	
   

  	
   

  	
  Name:

  	
  Christopher Nunn

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Livingston

  
	
   

  	
   

  	
  Name:

  	
  Martin Livingston

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Nunn

  
	
   

  	
   

  	
  Name:

  	
  Christopher Nunn

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Livingston

  
	
   

  	
   

  	
  Name:

  	
  Martin Livingston

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Nunn

  
	
   

  	
   

  	
  Name:

  	
  Christopher Nunn

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  
	
   

  	
  as Issuing Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Livingston

  
	
   

  	
   

  	
  Name:

  	
  Martin Livingston

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Nunn

  
	
   

  	
   

  	
  Name:

  	
  Christopher Nunn

  
	
   

  	
   

  	
  Title:

  	
  Director