Issuance Request
EXHIBIT C-1
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Form of Final Completion Certificate
EXHIBIT C-2
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Form of Independent Engineer's Final Completion Certificate
EXHIBIT C-3
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Form of Independent Engineer's Certificate
EXHIBIT C-4
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Form of Independent Consultant's Bringdown Certificate
EXHIBIT D
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Form of Security Agreement
EXHIBIT E
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Not Used
EXHIBIT F
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Form of Collateral Agency Agreement
EXHIBIT G
-
Form of Consent and Agreement
EXHIBIT H
-
Not Used
EXHIBIT I
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Terms of Subordination
EXHIBIT J
-
Form of Construction Report
GREENHUNTER CREDIT AGREEMENT
v
EXHIBIT K
-
Form of Assignment and Acceptance
EXHIBIT L
-
Form of Pending Disbursements Clause
EXHIBIT M
-
Form of Confidentiality Agreement
EXHIBIT N
-
Form of Deed of Trust
GREENHUNTER CREDIT AGREEMENT
vi
This CREDIT AGREEMENT (this "Agreement"), dated as of December 20,
2007, is made among GREENHUNTER BIOFUELS, INC (f/k/a CHANNEL REFINING
CORPORATION, INC), a Texas corporation (the "Borrower"), each of the lenders
that is a signatory to this Agreement identified as a "Lender" on the signature
pages to this Agreement or that, pursuant to Section 11.06(b), shall become a
"Lender" under this Agreement (individually, a "Lender" and, collectively, the
"Lenders"), and WESTLB AG, NEW YORK BRANCH ("WestLB") as administrative agent
for the Lenders (in such capacity, the "Administrative Agent"), and WestLB as LC
Issuing Bank ("LC Issuing Bank").
WHEREAS, the Borrower seeks to construct and operate a 105 million
gallon per year ("MGY") nameplate biofuel refinery, together with glycerin and
methanol, and terminal assets of approximately 350,000 barrels, in Houston,
Harris County, Texas (the "Project");
WHEREAS, the Borrower seeks senior secured financing to complete
construction of and operate the Project;
WHEREAS, the Borrower hereby requests the Lenders to make loans from
time to time to finance the development, construction and operation of the
Project in an aggregate principal amount not to exceed $43,500,000, consisting
of (i) $38,500,000 in aggregate principal amount of term loans (the "Term Loan
Facility"), and (ii) $5,000,000 in aggregate principal amount of working capital
commitments (the "Working Capital Facility");
WHEREAS, the Lenders are prepared to make such loans upon the terms
and conditions hereof;
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETIVE MATTERS
1.01 Certain Defined Terms. In addition to the terms defined in the
preamble above, and unless otherwise specified in this Agreement, capitalized
terms used in this Agreement shall have the meanings assigned to such terms
below. Capitalized terms and other terms used in this Agreement shall be
interpreted in accordance with Sections 1.02, 1.03 and 1.04, as applicable.
"Acceptable Bank" shall mean any bank or trust company which is
organized or licensed under the laws of the United States or any state thereof
which has capital, surplus and undivided profits of at least $500,000,000 and
has outstanding unguaranteed and unsecured long-term indebtedness which is rated
"A-" or better by S&P and "A3" or better by Moody's (or an equivalent rating by
another nationally recognized statistical rating organization of similar
standing if neither such corporation is