exhibit10-5.htm






  



  







  





FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT





THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Fifth Amendment") is entered into as of April 1, 2010 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 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/Prepayment Penalty.          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 April 1, 2011.  Paragraph  2 C of the Loan Agreement is amended to provide for a prepayment penalty of $20,000.00.





2.           Amended and restated note.          Borrower
shall execute herewith a Fifth Amended And Restated Revolving Credit Loan Note evidencing the amended Maturity Date.





3.           Amendment/Legal Fees.        Borrower shall
pay to Lender in consideration of this Fifth Amendment (i) a loan amendment fee of $20,000.00, and (ii) Lender's legal fees in the amount of $250.00.

 

4.           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.

 

5.           Counterparts.        This
Fifth Amendment may be executed in counterparts.

 

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







	
LENDER:
	  	
BORROWER:

	
GREENFIELD COMMERCIAL CREDIT, L.L.C.,
	  	
ARIZONA LNG, LLC,

	
a Michigan limited liability company
	  	
a Nevada limited liability company

	
By: GCC Management, Inc.
	  	
By:  New Earth LNG, LLC, a Delaware limited liability company

	
Its:     Manager
	  	
Its:   Sole Member

	  	  	  
	  	  	  
	
By:  /s/ Edward P. Lewan
	  	
By:  /s/ Cem Hacioglu

	
Edward P. Lewan
	  	
Cem Hacioglu

	
Its:           Senior Vice President
	  	
Its:           President and CEO






 





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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
















ACKNOWLEDGEMENT OF GUARANTORS





Guarantors Applied Natural Gas Fuels, Inc. and New Earth LNG, LLC, hereby acknowledge the above Fifth Amendment and agree that their guaranties shall continue in full force and effect.






	  	
Applied Natural Gas Fuels, 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