EARTH BIOFUELS INC 8-K/A

ENTRY INTO MATERIAL AGREEMENT; ADDITIONAL EXHIBITS

VOTING PROXY OF EARTH BIOFUELS, INC. IN FAVOR OF SUBORDINATED RELEASING CREDITORS

PROMISSORY NOTE FOR $34,000,000 WITH FOURTH THIRD

SUBORDINATION AND INTERCREDITOR AGREEMENT WITH FOURTH THIRD

CONSENT AND AGREEMENT WITH FOURTH THIRD

SUBSCRIPTION AGREEMENT WITH FOURTH THIRD

AMENDED AND RESTATED SENIOR SECURED EXCHANGEABLE AND CONVERTIBLE NOTES BY AND AMONG EARTH BIOFUELS, INC. AND CASTLERIGG PNG INVESTMENTS LLC

AMENDED AND RESTATED SENIOR SECURED EXCHANGEABLE AND CONVERTIBLE NOTES BY AND AMONG EARTH BIOFUELS, INC. AND YA GLOBAL INVESTMENTS, LP

AMENDED AND RESTATED SENIOR SECURED EXCHANGEABLE AND CONVERTIBLE NOTES BY AND AMONG EARTH BIOFUELS AND PORTSIDE GROWTH AND OPPORTUNITY FUND

AMENDED AND RESTATED SENIOR SECURED EXCHANGEABLE AND CONVERTIBLE NOTES BY AND AMONG EARTH BIOFUELS, INC. AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A SEGREGATED PORTFOLIO

AMENDED AND RESTATED GUARANTY AGREEMENT WITH CASTLERIGG PNG INVESTMENTS LLC

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT WITH CASTLERIGG PNG INVESTMENTS LLC

RELEASE, CONSENT AND ACKNOWLEDGMENT, DATED AS OF JUNE 25, 2008, BY AND AMONG EARTH BIOFUELS, INC., PNG VENTURES, INC., CERTAIN OF THEIR SUBSIDIARIES AND CASTLERIGG PNG INVESTMENTS LLC

RELEASE, CONSENT AND ACKNOWLEDGMENT, DATED AS OF JUNE 25, 2008, BY AND AMONG EARTH BIOFUELS, INC., PNG VENTURES, INC., CERTAIN OF THEIR SUBSIDIARIES AND YA GLOBAL INVESTMENTS, LP

RELEASE, CONSENT AND ACKNOWLEDGMENT, DATED AS OF JUNE 25, 2008, BY AND AMONG EARTH BIOFUELS, INC., PNG VENTURES, INC., CERTAIN OF THEIR SUBSIDIARIES AND PORTSIDE GROWTH AND OPPORTUNITY FUND

RELEASE, CONSENT AND ACKNOWLEDGMENT, DATED AS OF JUNE 25, 2008, BY AND AMONG EARTH BIOFUELS, INC., PNG VENTURES, INC., CERTAIN OF THEIR SUBSIDIARIES AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A SEGREGATED PORTFOLIO

RELEASE, CONSENT, AND ACKNOWLEDGMENT, DATED AS OF JUNE 25, 2008, BY AND AMONG EARTH BIOFUELS, INC., PNG VENTURES, INC., CERTAIN OF THEIR SUBSIDIARIES, AND CASTLERIGG MASTER INVESTMENTS LTD.

SERIES B SENIOR SECURED EXCHANGEABLE CONVERTIBLE NOTE MADE BY EARTH BIOFUELS, INC. IN FAVOR OF CASTLERIGG PNG INVESTMENTS LLC

SERIES B SENIOR SECURED EXCHANGEABLE CONVERTIBLE NOTE MADE BY EARTH BIOFUELS IN FAVOR OF YA GLOBAL INVESTMENTS, LP

SERIES B SENIOR SECURED EXCHANGEABLE CONVERTIBLE NOTE MADE BY EARTH BIOFUELS IN FAVOR OF PORTSIDE GROWTH AND OPPORTUNITY FUND

SERIES B SENIOR SECURED EXCHANGEABLE CONVERTIBLE NOTE MADE BY EARTH BIOFUELS IN FAVOR OF RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A SEGREGATED PORTFOLIO

GUARANTEE AND COLLATERAL AGREEMENT WITH FOURTH THIRD

CONTRIBUTION AGREEMENT BETWEEN EARTH LNG, INC. AND NEW EARTH LNG, LLC

AMENDED AND RESTATED CREDIT AGREEMENT WITH FOURTH THIRD, LLC LENDERS

AMENDMENT AND EXCHANGE AGREEMENTS BY AND AMONG EARTH BIOFUELS, INC., AND CASTLERIGG PNG INVESTMENTS LLC

AMENDMENT AND EXCHANGE AGREEMENTS BY AND AMONG EARTH BIOFUELS, INC. AND YA GLOBAL INVESTMENTS, LP

AMENDMENT AND EXCHANGE AGREEMENTS BY AND AMONG EARTH BIOFUELS, INC. AND PORTSIDE GROWTH AND OPPORTUNITY FUND

AMENDMENT AND EXCHANGE AGREEMENTS BY AND AMONG EARTH BIOFUELS, INC. AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A SEGREGATED PORTFOLIO

SETTLEMENT EXCHANGE AGREEMENT BETWEEN EARTH BIOFUELS, INC. AND CASTLERIGG PNG INVESTMENTS LLC, AND ACKNOWLEDGEMENT AND TRANSFER AGREEMENT

SETTLEMENT EXCHANGE AGREEMENT BETWEEN EARTH BIOFUELS AND YA GLOBAL INVESTMENTS, LP AND ACKNOWLEDGEMENT AND TRANSFER AGREEMENT

SETTLEMENT EXCHANGE AGREEMENT BETWEEN EARTH BIOFUELS AND PORTSIDE GROWTH AND OPPORTUNITY FUND AND ACKNOWLEDGEMENT AND TRANSFER AGREEMENT

SETTLEMENT EXCHANGE AGREEMENT BETWEEN EARTH BIOFUELS AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A SEGREGATED PORTFOLIO AND ACKNOWLEDGEMENT AND TRANSFER AGREEMENT

SETTLEMENT AGREEMENT, DATED AS OF JUNE 5, 2008, BY AND AMONG PNG, EARTH BIOFUELS, INC, AND SUBSIDIARIES AND BLACK FOREST INTERNATIONAL AND RELATED NOTE

12% CONVERTIBLE NOTE OF PNG VENTURES, INC. MADE BY PNG IN FAVOR OF CASTLERIGG PNG INVESTMENTS LLC FOR $55,928.57, WHICH WAS INITIALLY ISSUED TO EARTH BIOFUELS ON JUNE 5, 2008 AND TRANSFERRED ON JUNE 26, 2008

12% CONVERTIBLE NOTE OF PNG VENTURES, INC. MADE BY PNG IN FAVOR OF PORTSIDE GROWTH & OPPORTUNITY FUNDS FOR $,6428.57, WHICH WAS INITIALLY ISSUED TO EARTH BIOFUELS ON JUNE 5, 2008 AND TRANSFERRED ON JUNE 26, 2008

12% CONVERTIBLE NOTE OF PNG VENTURES, INC. MADE BY PNG IN FAVOR OF RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A SEGREGATED PORTFOLIO FOR $1,285.71, WHICH WAS INITIALLY ISSUED TO EARTH BIOFUELS ON JUNE 5, 2008 AND TRANSFERRED ON JUNE 26, 2008

12% CONVERTIBLE NOTE OF PNG VENTURES, INC. MADE BY PNG IN FAVOR OF YA GLOBAL INVESTMENTS L.P. FOR $3,857.14, WHICH WAS INITIALLY ISSUED TO EARTH BIOFUELS ON JUNE 5, 2008 AND TRANSFERRED ON JUNE 26, 2008

12% CONVERTIBLE NOTE MADE BY PNG IN FAVOR OF EARTH BIOFUELS, INC ON JUNE 5, 2008 FOR $171,000