Capital Loan Borrowing Certificate
EXHIBIT B-2
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Form of Notice of Borrowing
EXHIBIT B-3
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Form of Letter of Credit 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
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Form of Consent and Agreement
EXHIBIT H
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Not Used
EXHIBIT I
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Terms of Subordination
EXHIBIT J
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Form of Construction Report
SECOND AMENDED AND RESTATED GREENHUNTER CREDIT AGREEMENT
v
EXHIBIT K
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Form of Assignment and Acceptance
EXHIBIT L
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Form of Pending Disbursements Clause
EXHIBIT M
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Form of Confidentiality Agreement
EXHIBIT N
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Form of Deed of Trust
SECOND AMENDED AND RESTATED GREENHUNTER CREDIT AGREEMENT
vi
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated
as of March 28, 2008, 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 has entered into that certain Credit Agreement, dated
December 20, 2007 (the "Credit Agreement") among the Borrower, the Lenders, the
Administrative Agent and the LC Issuing which provides for, among other things,
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.
WHEREAS, the Borrower has subsequently entered into that certain Amended
and Restated Credit Agreement, dated March 10, 2008 (the "Amended and Restated
Credit Agreement") among the Borrower, the Lenders, the Administrative Agent and
the LC Issuing which amended and restated the terms of the Credit Agreement with
effect from Effective Date No 1 (as defined below).
WHEREAS, pursuant to the terms and conditions of this Agreement, the
parties to the Amended and Restated Credit Agreement wish to amend and restate
the Amended and Restated Credit Agreement in its entirety, with effect from the
Effective Date No 2 (as defined below).
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)