ACKNOWLEDGMENT, CONSENT AND AGREEMENT NO. 1
ACKNOWLEDGMENT, CONSENT AND
AGREEMENT NO. 1
PREAMBLE. Reference
is made to the Subordination and Intercreditor Agreement, dated as of June 26,
2008 (the “Subordination
Agreement”), made among (i) Black Forest International, LLC (the
“Subordinated
Creditor”), Fourth Third LLC (“Fourth Third”), as
Agent for all Senior Lenders, PNG Ventures, Inc. (“PNG”), New Earth LNG,
LLC (“Earth”)
and certain subsidiaries of Earth (together with PNG and Earth, called the
“Companies” or
a “Company”). Capitalized
terms used herein, but not expressly defined herein, shall have the meanings
given to such terms in the Subordination Agreement.
STATEMENT OF
FACTS. The Companies and Fourth Third have made and entered
into a certain Amendment No. 1, dated as of June 30, 2008 (the “Amendment”), pursuant
to which the Senior Credit Agreement has been amended to permit the incurrence
by Agent on behalf of the Companies of certain Supplier Guaranties (as defined
therein; herein, “Supplier
Guaranties”); subject, however, among other
things, to Agent’s receipt of this instrument from Subordinated
Creditor.
CONSENT AND
AGREEMENT. Subordinated Creditor acknowledges receipt of a
copy, as executed, of the Amendment; consents thereto; agrees to be bound
thereby; and further agrees that, retroactive to June 26, 2008, being the
effective date of the Subordination Agreement: (i) all
reimbursement obligations of the Companies to Agent and Lenders arising from the
issuance of, and performance under, the Supplier Guaranties shall constitute
“Senior Debt” for all purposes of the Subordination Agreement, and (ii) the
“Senior Debt Limit” defined and described in the Subordination Agreement shall
be deemed increased accordingly by the amount of such reimbursement obligations,
not to exceed, however, $3,000,000, together with accrued interest thereon, as
provided in the Amendment.
Witness
our hand as of July ___, 2008, retroactive to June 26, 2008.
BLACK
FOREST INTERNATIONAL, LLC
By: BCGU,
LLC, its administrative manager
By:
Business Consulting Group Unlimited, Inc., its
Administrative
manager
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By:
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/s/ Xxxx
Xxxxxxx
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Name:
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Xxxx
Xxxxxxx
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Title:
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Attorney in
Fact
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