Exhibit 10.2
WAIVER
This WAIVER (“ Waiver
”), dated as of August 19, 2009, is by and among
PINNACLE GAS RESOURCES, INC. , a Delaware corporation, the
Lenders from time to time party hereto, and THE ROYAL BANK OF
SCOTLAND plc , as Administrative Agent and as
Lender.
WHEREAS, the Borrower, the Lenders
and the Administrative Agent are parties to that certain Credit
Agreement (as amended by that certain Letter Regarding Waiver and
Amendment to Credit Agreement dated March 9, 2007, the Second
Amendment to Credit Agreement dated as of August 4, 2008, the
Third Amendment to Credit Agreement dated as of September 30,
2008, the Fourth Amendment to Credit Agreement dated as of
April 14, 2009, and as further amended and supplemented from
time to time, the “ Credit Agreement ); and
WHEREAS, the Borrower has requested
a waiver under the Credit Agreement in certain respects as set
forth herein;
NOW THEREFORE, in consideration of
the premises and the mutual covenants, representations and
warranties contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT
Section 1.
Definitions
. Capitalized terms used
herein but not defined herein shall have the meanings as given them
in the Credit Agreement, unless the context otherwise
requires.
Section 2.
Waiver . The Administrative Agent and the Lenders
hereby waive for the period ending August 26, 2009, the
requirement in Section 7.15.2 of the Credit Agreement
that the Borrower not permit the ratio of its Current Assets to its
Current Liabilities to be less than 1.00 to 1.00 for the fiscal
quarter ending June 30, 2009. The waiver in this
Section 2 is effective only in respect to such
requirement in such Section 7.15.2 and only for the
period ending August 26, 2009 and only for the fiscal
quarter ending June 30, 2009, and not any other period or
fiscal quarter and not a waiver of any other provision of the
Credit Agreement. Except as expressly set forth in this
Section 2 , the execution, delivery, performance and
effectiveness of this Waiver shall not operate nor be deemed to be
nor construed as a waiver (i) of any right, power or remedy of
the Administrative Agent or any Lender under the Credit Agreement
or any of the other Loan Documents, (ii) of any other term,
provision, representation, warranty, covenant or event of default
contained in the Credit Agreement, any other Loan Documents or any
other instruments or documents executed in connection therewith and
the Administrative Agent and the Lenders hereby expressly reserve
all such rights, powers and remedies.
Section 3.
Conditions to
Effectiveness .
This Waiver shall be deemed effective as of June 29, 2009 (the
“Effective Date”) following the satisfaction of the
following condition:
(a)
the Administrative Agent shall have
received counterparts hereof duly executed by the Borrower, the
Administrative Agent, and the Required Lenders;
