Exhibit 10.1
This letter agreement may be executed by one or more of the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
| Yours faithfully, |
| |
| Dresdner Bank AG London Branch |
| - as Administrative Agent - |
| /s/ Paul Brannan | | /s/ Manuel Caseiro |
| Name | Paul Brannan | | Name | Manuel Caseiro |
| Title | Vice President | | Title | Vice President |
The undersigned hereby appoint Dresdner Bank AG, Niederlassung Luxemburg as successor Administrative Agent and waive (i) the 30-day notice requirement in the Loan Agreements for the resignation by the Administrative Agent and (ii) the requirement in the Loan Agreements that the successor administrative agent be appointed from among the Lenders.
For and on behalf of Bayerische Landesbank:
| 8/7/06 | | Not available/Not applicable | | /s/ John Gregory |
| Date | | Stamp of each Lender | | Signature(s) |
| John Gregory |
| Vice President |
| Bayerische Landesbank |
| |
| /s/ Donna M. Quilty |
|
| Vice President |
| Bayerische Landesbank |
| 19/6/06 | | Dresdner Bank AG | | /s/ Paul Brannan |
| Date | | Stamp of each Lender London Branch | | Signature(s) |
| 21/6/06 | | Royal Bank of Canada | | /s/ Patrick Holland |
| Date | | Stamp of each Lender | | Signature(s) |
| 15 June 2006 | | Lloyds TSB Bank Plc | | |
| Date | | Stamp of each Lender | | Signature(s) |
| | /s/ James M. Rudd |
| Cherian Thomas | | |
| Assistant Vice President | | |
| | Financial Institutions, USA |
| T-011 | | R091 |
| 6/16/2006 | | N/A | | /s/ Jeff Heazlewood |
| Date | | Stamp of each Lender | | Signature(s) |
| | | | | Jeff Heazlewood Relationship executive Commonwealth Bank of Australia |
The undersigned, as Borrower, pursuant to the Amended and Restated Agreement dated June 7, 2006, acknowledges and has no objection to the appointment of Dresdner Bank AG, Niederlassung Luxemburg as successor Administrative agent
| HGC Holdings LLC |
| | |
| By | /s/ Thomas A. Wellman |
| Thomas A. Wellman |
| Vice President, Chief Financial Officer and Treasurer |
The undersigned, as Borrower, pursuant to the Amended and Restated Agreement dated June 7, 2006, acknowledges and has no objection to the appointment of Dresdner Bank AG, Niederlassung Luxemburg as successor Administrative agent
|
| | |
| By | /s/ Thomas A. Wellman |
| Thomas A. Wellman |
| Vice President, Chief Financial Officer and Treasurer |
Dated: August 18, 2006
| | Dresdner Bank AG |
| | London Branch |
| | PO Box 52715 |
| | 30 Greshim Street |
| | London EC2P 2XY |
| | |
| | Telephone +44 (0)20 7623 8000 |
| | Telex General 885540 DRES BK G |
BY E-LOAN | www.dresdnerkleinwort.com |
| To the Lenders | |
| HGC Holdings LLC & | |
| The Gas Company, LLC | London, 18 August 2006 |
HGC Holdings LLC & The Gas Company, LLC
Amended and Restated Loan Agreement dated 7 June 2006, HGC Holdings LLC
Amended and Restated Loan Agreement dated 7 June 2006, The Gas Company, LLC
Transfer of Administrative Agent
Dear Sirs,
We refer to the Loan Agreements listed above and especially Sections 9.9 thereof.
We hereby inform you that we resign as the Administrative Agent, subject to the condition that you appoint Dresdner Bank AG, Niederlassung Luxemburg as successor administrative agent. The switch of Administrative Agents is due to internal administrative reasons within Dresdner Bank AG. Upon (i) its appointment as successor administrative agent, (ii) the consent thereto by the Borrower, and (iii) Dresdner Bank AG, Niederlassung Luxemburg’s acceptance of such appointment, Dresdner Bank AG, Niederlassung Luxemburg shall succeed to all the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean Dresdner Bank AG, Niederlassung Luxemburg, and Dresdner Bank AG, London Branch’s appointment, powers and duties as Administrative Agent shall be terminated.
Since we are eager to do this switch as soon as possible, we are asking you to waive (i) the 30 days’ notice requirement for the resignation by the Administrative Agent and (ii) the requirement that the successor administrative agent be appointed from among the Lenders, as such requirements are provided in Section 9.9 of the Amended and Restated Loan Agreement with HGC Holdings LLC dated 7 June 2006 and Section 9.9 of the Amended and Restated Loan Agreement with The Gas Company, LLC dated 7 June 2006 (capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreements).
By countersigning this letter below you confirm that you agree to the change of Administrative Agent from Dresdner Bank AG London Branch to Dresdner Bank AG, Niederlassung Luxemburg and that you waive the requirements listed in paragraphs (i) and (ii) above. Such resignation and appointment shall be effective upon the execution and delivery hereof by Dresdner Bank AG London Branch, the Required Lenders, the Borrowers and Dresdner Bank AG, Niederlassung Luxemburg. We kindly ask you to send the signed consent to fax No+352 34 6868 3222 attn. Erica Skoeid no later than 30th August 2006, close of business London time.
The Lenders’ legal counsel, Mr. Jonathan Cole at Orrick, Herrington & Sulcliffe LLP has confirmed that no further documentation needs to be issued especially in relation to the security package to secure the Lenders’ positions.
| Authorised by the German Federal Financial Supervisory Authority and by the Financial Services Authority. | Investment Banking Division |
