EX-10.1
from 8-K
210 pages
Credit Agreement Dated as of December 26, 2007 Among Nova Biofuels Seneca, LLC as Borrower, the Lenders Referred to Herein, Westlb AG, New York Branch, as Administrative Agent for the Lenders, Westlb AG, New York Branch, as Collateral Agent for the Senior Secured Parties, Westlb AG, New York Branch, as Issuing Bank With Respect to the Letters of Credit, Sterling Bank, as Accounts Bank, and Westlb AG, New York Branch, as Lead Arranger and Sole Bookrunner
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EX-10.3
from 8-K
4 pages
On the Terms Set Forth in the Master Securities Loan Agreement Dated as of September 28, 2007 (The “Loan Agreement”), Between the Undersigned and Jefferies & Company, Inc. (“Jefferies”), and for Other Good and Valuable Consideration, the Receipt of Which Is Hereby Acknowledged, Notwithstanding Any Other Agreement, the Undersigned Has Agreed to Lend or Re-Lend, in Case the Loan Is Terminated, to Jefferies Up to 4.5 Million Shares (As Such Number of Shares May Be Reduced Based Upon Assignments Permitted by the Last Paragraph Hereof, the “Borrowed Shares”) of Common Stock of Nova Biosource Fuels, Inc., a Nevada Corporation (The “Issuer”), Owned Beneficially and of Record by the Undersigned. the Undersigned Hereby Agrees Not to Dispose of or Encumber or Otherwise Impair in Any Fashion at Any Time, the Availability of Such Borrowed Shares During the Availability Period. the “Availability Period” Shall Mean (I) the Period Commencing on the Date Hereof and Ending on September 28, 2012. the Undersigned Also Will Use Commercially Reasonable Efforts to Cooperate With the Issuer to Assure That the Form S-3 Registration Statement Relating to the Borrowed Shares Is Available and Effective for the Loan of the Borrowed Shares During the Availability Period
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EX-10.2
from 8-K
4 pages
This Letter Agreement Will Confirm the Understandings Between Nova Biosource Fuels, Inc. (“Nova”) and You, as a Stockholder of Nova, in Connection With Nova’s Private Placement of Up to $55.0 Million of 10% Convertible Senior Secured Notes Due 2012 (The “Notes”), Which Closed on September 28, 2007. Prior to the Offering, Jefferies & Company, Inc. (“Jefferies”), the Placement Agent for the Notes, Advised Nova That, to Successfully Market the Offering, Buyers of Convertible Securities Must Be Able to Borrow Shares of Nova Common Stock on Customary Terms in Order to Hedge Purchases of the Notes. Based on the Existing Public Float of Nova’s Stock, There Was Not a Sufficient Number of Shares Available in the Market to Borrow on Customary Terms. Accordingly, Jefferies Stated to Nova That the Proposed Investors in the Notes Would Only Proceed With the Private Placement if You, as a Significant Stockholder of Nova, Agreed for a Period Until September 28, 2012 (The “Availability Period”), to Permit Jefferies to Borrow Up to 4,500,000 Shares of Nova Common Stock as Needed. on September 28, 2007, in Order to Facilitate Nova’s Placement of the Notes, You and Your Affiliates Agreed With Jefferies Not to Dispose of the 4,500,000 Shares During the Availability Period and to Make the Shares Available for Borrowing by Jefferies During That Period. You Will Receive From Jefferies Only a Minimal Spread of Approximately 25 Basis Points on Any Shares Actually Borrowed. in Order to Appropriately Compensate You and Your Affiliates for Agreeing to Lend the Shares and Accepting the Resulting Liquidity Risk, You and Nova Have Agreed as Follows: (I) Promptly Following the Date Hereof, Nova Will Use All Reasonable Efforts to File and Keep in Effect a Registration Statement on Form S-3 or Other Applicable Form to Register the Resale Under the Securities Act of 1933 the Shares of Nova Common Stock Subject to the Stock Loan Arrangement
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