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Exhibit 10.2
February 4, 2008
DLJ
Merchant Banking Partners
2121 Avenue of the Stars
Los Angeles, 90067 CA
Attention: Susan Schnabel
Credit
Suisse Private Equity
Eleven Madison Avenue, 16 th Floor
New York, New York 10010
Attention: Daniel Gewirtz
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Re: |
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Support Agreement (the “Support
Agreement”), dated as of October 15, 2007, by and
between Quest Resource Corporation (“Quest”) and the
stockholders of Pinnacle Gas Resources, Inc.
(“Pinnacle”) signatory hereto. |
Ladies
and Gentlemen:
In connection with the execution of
the Amended and Restated Agreement and Plan of Merger, dated as of
the date hereof, by and among Quest, Pinnacle and Quest MergerSub,
Inc. (the “Amended Merger Agreement”), the Support
Agreement is hereby amended to provide that the term “Merger
Agreement” as used therein shall mean the Amended Merger
Agreement.
Please evidence your agreement to the
foregoing amendment by executing below in the space provided.
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QUEST RESOURCE CORPORATION
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By: |
/s/ Jerry D. Cash |
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Jerry D. Cash, Chief Executive
Officer |
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AGREED
AND ACCEPTED, as of February 4, 2008.
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