exhibit103.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    CONSENT AND
AGREEMENT

     

    


     

    Reference
is made to that certain Credit Agreement, dated as of February 28, 2007, among
Earth LNG, Inc., a Texas corporation (“Earth Texas”), the
other Loan Parties thereto, the Lenders party thereto, and Fourth Third LLC, a
Delaware limited liability company, in its individual capacity and as Agent for
the Lenders (as amended or modified to date, the “Credit
Agreement”).

     

    Earth
Texas, as current Borrower under the Credit Agreement, has proposed to Agent and
Lenders that it be permitted to transfer all, or substantially all, of its
assets to a new created wholly-owned Subsidiary of Earth Texas, namely, New
Earth LNG, LLC, a Delaware limited liability company (“New Earth”) in
conjunction with and to facilitate a share exchange being contemplated to occur
between and among Earth Texas, EBOF and PNG Ventures, Inc. with respect to the
membership interests in of New Earth owned by Earth Texas (the “Share Exchange”),
which Share Exchange requires, and is to be the subject of, a separate consent
from Agent and Lenders, after which Earth Texas further proposes that it be
released from its obligations under the Credit Agreement and the other Loan
Documents (the “Release”).  In
connection with the foregoing, Earth Texas hereby certifies to Agent and Lenders
that, as of the date hereof, all (or substantially all) of its assets include,
and are limited to, its membership interests in its two direct Subsidiaries,
namely, (1) Applied LNG Technologies USA, L.L.C. and (2) Arizona LNG, L.L.C.
(herein, the “Transferred
Assets”).  The Transferred Assets constitute part of the
Collateral.  The Agent and Lenders consent to the transfer of the
Transferred Assets by Earth Texas to New Earth (the “Transfer”) and to the
Release, provided, however, that, and
subject to the following:

     

    (A)           The
Transfer is made subject to all existing liens and security interests of the
Agent and the Lenders in the Transferred Assets as part of the
Collateral.

     

    (B)           The
Transfer is made, and becomes effective, only in conjunction with, and not
before, the Share Exchange occurs.

     

    (C)           The
Release is made, and becomes effective, only in conjunction with, and not before
both the Share Exchange, the Transfer and the Assumption (defined below)
occur.

     

    (D)           Effective
with the Transfer occurring, New Earth automatically, without necessity of
further word or deed, but for its signature to this instrument, shall assume all
Obligations (as defined in the Credit Agreement) of Earth Texas, shall
acknowledge the prior grant of, its taking subject to, and its re-grant of liens
and security interests to Agent in all the Transferred Assets,  and
shall  become  bound by all terms and conditions of the
Credit Agreement, the Guarantee and Collateral Agreement  and all the
other Loan Documents (including any amendments and restatements thereof
occurring as part of the Share Exchange) to which Earth Texas as Borrower,
Grantor or otherwise, is now party s as fully and completely as if New Earth
were the “Borrower” thereunder ab initio (the “Assumption”).

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Witness
our hands as of June 26, 2008.

     

    FOURTH
THIRD LLC

     

     

    By: /s/ Seth R.
Taube        

    Name:
Seth R. Taube

    Title:
Authorized Signatory

     

    


     

    EARTH
LNG, INC.

     

     

    By: /s/ Dennis G. McLaughlin,
III  

    Name:
Dennis G. McLaughlin, III

    Title:
Chief Executive Officer

     

    


     

    NEW EARTH
LNG, LLC

     

     

    By: /s/ Kevin Markey        

    Name:
Kevin Markey

    Title:
President