Exhibit 10.32
WAIVER UNDER CREDIT
AGREEMENT
among
GASTAR EXPLORATION USA,
INC.,
GASTAR EXPLORATION
LTD.,
THE LENDERS SIGNATORY
HERETO
and
WAYZATA INVESTMENT PARTNERS
LLC,
as Administrative
Agent
Effective
March 13,
2009
TABLE OF
CONTENTS
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Article I
DEFINITIONS AND INTERPRETATION
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1
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1.1
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Terms Defined
Above
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1
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1.2
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Terms Defined
in Credit Agreement
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1
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1.3
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References
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1
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1.4
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Articles and
Sections
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2
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1.5
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Number and
Gender
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2
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Article II
WAIVER
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2
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2.1
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Waiver
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2
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2.2
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Limitation on
Waiver
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2
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Article III
REPRESENTATIONS AND WARRANTIES
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2
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Article IV
RATIFICATION AND ACKNOWLEDGMENTS
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3
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Article V
MISCELLANEOUS
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3
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5.1
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Successors and
Assigns
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3
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5.2
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Rights of Third
Parties
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3
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5.3
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Counterparts
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3
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5.4
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Integration
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3
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5.5
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Severability
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3
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5.6
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Governing
Law
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3
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i
WAIVER UNDER CREDIT
AGREEMENT
This WAIVER UNDER CREDIT AGREEMENT
(this “ Waiver ”) executed effective as of
March 13, 2009 (the “ Effective Date ”) is
by and among GASTAR EXPLORATION USA, INC., a Michigan corporation
(the “ Borrower ”), GASTAR EXPLORATION LTD., an
Alberta, Canada corporation (the “ Parent ”),
the lenders party to that certain Credit Agreement dated effective
February 16, 2009 by and among the Borrower, the Parent, the
lenders party thereto or bound thereby from time to time (the
“ Lenders ”), and Wayzata Investment Partners
LLC, as administrative agent for the Lenders (in such capacity, the
“ Agent ”) (as amended to the Effective Date,
the “ Credit Agreement ”).
W I T N E S
S E T H :
WHEREAS, the Borrower, the Parent,
the Lenders and the Agent are parties to the Credit Agreement;
and
WHEREAS, the Borrower and the Parent
have requested that the Agent and the Lenders waive any default or
right to exercise any remedy as a result of the inability of the
Borrower and the Parent to meet the current ratio requirements as
required by Section 7.14 of the Credit Agreement;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements contained in
the Credit Agreement and herein, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS AND
INTERPRETATION
1.1 Terms Defined Above . As
used in this Waiver Under Credit Agreement, each of the terms
“ Agent ,” “ Borrower ,”
“ Credit Agreement ,” “
Effective Date ,” Lenders ,” “
Parent ” and “ Waiver ” shall have
the meaning assigned to such term hereinabove.
1.2 Terms Defined in Credit
Agreement . Each term defined in the Credit Agreement and used
herein without definition shall have the meaning assigned to such
term in the Credit Agreement, unless herein expressly provided to
the contrary.
1.3 References . References
in this Waiver to Exhibit, Article or Section numbers shall be to
Exhibits, Articles or Sections of this Waiver, unless expressly
stated to the contrary. References in this Waiver to
“hereby,” “herein,”
“hereinafter,” “hereinabove,”
“hereinbelow,” “hereof,”
“hereunder” and words of similar import shall be to
this Waiver in its entirety and not only to the particular
Schedule, Exhibit, Article, or Section in which such reference
appears. Specific enumeration herein shall not exclude the general
and, in such regard, the terms “includes” and
“including” used herein shall mean “includes,
without limitation,” or “including, without
limitation,” as the case may be, where appropriate. Except as
otherwise indicated, references in this Waiver to statutes,
sections, or regulations are to be construed as including all
statutory or regulatory provisions consolidating, amending,
replacing, succeeding, or supplementing the statute, section, or
regulation referred to. References in this Waiver to
“writing” include printing, typing, lithography,
facsimile reproduction, and other means of
reproducing words in a tangible visible form.
References in this Waiver to amendments and other contractual
instruments shall be deemed to include all exhibits and appendices
attached thereto and all subsequent amendments and other
modifications to such instruments, but only to the extent such
amendments and other modifications are not prohibited by the terms
of the Credit Agreement or this Waiver. References in this Waiver
to Persons include their respective successors an