Exhibit 10.9
OMNIBUS AMENDMENT, JOINDER AND
REAFFIRMATON AGREEMENT
This Omnibus Amendment, Joinder and
Reaffirmation Agreement (this “ Amendment ”)
dated July 24, 2009, by and between PetroAlgae Inc., a
Delaware corporation (“ PA Inc.”) , PA LLC
(f/k/a PetroAlgae, LLC), a Delaware limited liability company
(“ PA LLC ”) and LV Administrative Services,
Inc., as administrative and collateral agent (the “
Agent ”) for Valens U.S. SPV I, LLC, a Delaware
limited liability company (“ Valens ” and,
together with the Agent, the “ Creditor Parties
” and each, a “ Creditor Party ”), amends
(i) that certain Short Term Demand Note, dated as
August 8, 2008 and amended and restated as of August 26,
2008 (although dated August 8, 2008) by PA LLC in favor of
Agent on behalf of Valens (as further amended, modified or
supplemented from time to time, the “ Valens Note
”) and (ii) that Master Security Agreement dated
August 8, 2008 by PA LLC in favor of Agent on behalf of Valens
(as amended, modified or supplemented from time to time, the
“ Master Security Agreement ”). Reference is
hereby also made to (iii) that certain Equity Pledge
Agreement, dated as of August 15, 2008 by PetroTech Holdings,
Corp. (“ Holdings ”) in favor of Agent on behalf
of Valens (as amended, restated, modified or supplemented, the
“ Equity Pledge Agreement ”) and (iv) that
certain PetroTech Holdings, Corp. Guaranty executed by Holdings in
favor of Agent on behalf of Valens (as amended, restated, modified
or supplemented from time to time, the “ Guaranty
” and together with the Valens Note, the Master Security
Agreement, the Equity Pledge Agreement and the Documents as defined
in the Master Security Agreement, the “ Loan Documents
”). Capitalized terms used but not defined herein shall have
the meanings given them in the Loan Documents, as
applicable.
PREAMBLE
WHEREAS , PA LLC and the Creditor Parties desire to
amend the transactions contemplated by the Master Security
Agreement and the Valens Note;
WHEREAS , PA Inc. desires to become (i) an Assignor
under the Master Security Agreement, (ii) a Pledgor under the
Equity Pledge Agreement and (iii) a Guarantor under the
Guaranty;
NOW, THEREFORE
, in consideration of the covenants,
agreements and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. The Valens Note is hereby amended
and restated in its entirety in the form attached hereto as
Exhibit A (the “ Second Amended and Restated
Secured Term Note ”). For the avoidance of doubt, the
Second Amended and Restated Secured Term Note as set forth in this
Section 1 shall be in substitution for and not in satisfaction
of the Valens Note.
2. The Master Security Agreement is
hereby amended and restated in its entirety in the form attached
hereto as Exhibit B (the “ Amended and Restated
Master Security Agreement ”).
3. PA Inc. hereby becomes
(i) an Assignor for all purposes under the Master Security
Agreement, (ii) a Pledgor for all purposes under the Equity
Pledge Agreement and (iii) a Guarantor for all purposes under
the Guaranty, and hereby agrees to execute that certain Joinder
Agreement attached hereto as Exhibit C .
4. PA Inc., PA LLC and Holdings each
hereby releases, remises, acquits and forever discharges each
Creditor Party and their respective employees, agents,
representatives, consultants, attorneys, fiduciaries, officers,
directors, partners, predecessors, successors and assigns,
subsidiary corporations, parent corporations, and related corporate
divisions (all of the foregoing hereinafter called the “
Released Parties ”), from any and all actions and
causes of action, judgments, executions, suits, debts, claims,
demands, liabilities, obligations, damages and expenses of any and
every character, known or unknown, direct and/or indirect, at law
or in equity, of whats
