Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of
April 17, 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, WESTLB AG, NEW YORK
BRANCH, as collateral agent for the Senior Secured Parties, and STERLING BANK, a
Texas banking corporation, as accounts bank.
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;
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
SECTION 7.03(N) (REPORTING REQUIREMENTS - BORROWING BASE
CERTIFICATE) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING
AT THE BEGINNING THEREOF:
"From and after the Conversion Date,".
2.2
EXHIBIT A (DEFINITIONS) TO THE CREDIT AGREEMENT IS HEREBY AMENDED
BY ADDING THE FOLLOWING DEFINITION IN ALPHABETICAL ORDER:
""Sponsor" means Nova Biosource Fuels, Inc., a Nevada corporation."
2.3
EXHIBIT A (DEFINITIONS) TO THE CREDIT AGREEMENT IS HEREBY AMENDED
BY DELETING THE DEFINITION OF "WORKING CAPITAL AVAILABLE AMOUNT" IN ITS ENTIRETY
AND REPLACING IT WITH THE BELOW:
"Working Capital Available Amount" means: five million Dollars ($5,000,000);
provided that the Working Capital Available Amount shall at no time exceed the
Aggregate Working Capital Loan Commitment nor (after the Conversion Date) the
then-effective Borrowing Base, as certified from time to time by the Borrower."
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