Exhibit B
CONSOLIDATED ENERGY, INC.
September 23, 2005
BRIDGE FORBEARANCE
Gentlemen:
Reference is made to that certain Securities Purchase Agreement dated as of
February 22, 2005 among Consolidated Energy, Inc., a Wyoming corporation (the
"Company") and the Purchasers (the "Purchasers") named therein, as amended
through the date hereof (the "Purchase Agreement"), the 6% Senior Secured
Convertible Notes Due 2008 of Consolidated Energy, Inc. in favor of the holders
thereof (the "Senior Notes"), and the other Transaction Documents. Capitalized
terms, unless otherwise herein defined, shall have the meanings assigned to them
in the Purchase Agreement.
Cordillera Fund L.P. (the "Bridge Lender") desires to extend credit to the
Company pursuant to a Promissory Note dated September 23, 2005 (the "Bridge
Note"). In order to induce the Bridge Lender to extend credit to the Company,
the Bridge Lender requires the Purchasers to forbear, for a limited period of
time, from exercising their rights or remedies under the Transaction Documents.
Each of the undersigned hereby agrees to forebear from exercising any of
its rights or remedies under the Purchase Agreement, its Senior Note, the
Security Agreement, or any other Transaction Documents for a period of ten
business (10) days after the date hereof (the "Forbearance Period"). Each of the
undersigned understands that the Bridge Lender is relying on this letter in
order to enter into and consummate the transactions contemplated by the Bridge
Note and would not do so but for the forbearance granted hereunder.
This letter agreement shall not constitute a waiver of any kind by any
Purchaser of any of its rights or remedies under any of the Transaction
Documents, nor be construed as an agreement by any Purchaser to forebear from
exercising any of its rights or remedies under the Transaction Documents after
the expiration of the Forbearance Period. To the extent this letter agreement
constitutes an amendment of the Transaction Documents, the parties by their
signature hereon consent and agree to such amendment of the Transaction
Documents. This letter agreement may be executed in a number of counterparts,
all of which taken together shall constitute one and the same instrument. This
letter agreement shall be governed by the laws of the State of Texas without
regard to conflict of laws principles.
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Please indicate your approval of the terms and provisions hereof by
executing this consent letter agreement in the space provided below.
CONSOLIDATED ENERGY, INC.
By:_________________________________
Name: David Guthrie
Title: President
Agreed and accepted by the following persons that have executed the attached
signature pages:
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.
CONSOLIDATED ENERGY, INC.
By:_________________________________
Name: David Guthrie
Title: President
[Signatures of Purchasers to follow on next pages.]
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PURCHASERS:
GRYPHON MASTER FUND, L.P.
By: Gryphon Partners, L.P., its General Partner
By: Gryphon Management Partners, L.P., its General Partner
By: Gryphon Advisors, L.L.C., its General Partner
By:
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E.B. Lyon, IV, Authorized Agent
GSSF MASTER FUND, LP
By: Gryphon Special Situations Fund, LP, its General Partner
By: GSSF Management Partners, LP, its General Partner
By: GSSF, LLC, its General Partner
By:
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E.B. Lyon, IV, Authorized Agent
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LONESTAR PARTNERS, L.P.
By: Lonestar Capital Management, LLC, its General Partner
By:
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________________, Manager
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WS OPPORTUNITY INTERNATIONAL FUND, LTD.
By: WS Ventures Management, L.P., as agent and attorney-in-fact
By: WSV Management, LLC, its General Partner
By:
---------------------------------------------------------
Reid S. Walker, Member
WS OPPORTUNITY FUND (QP), L.P.
By: WS Ventures Management, L.P., its General Partner
By: WSV Management, LLC, its General Partner
By:
---------------------------------------------------------
Reid S. Walker, Member
WS OPPORTUNITY FUND, L.P.
By: WS Ventures Management, L.P., its General Partner
By: WSV Management, LLC, its General Partner
By:
---------------------------------------------------------
Reid S. Walker, Member
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RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By:
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Russell Cleveland, Director
BFS US SPECIAL OPPORTUNITIES TRUST PLC
By:
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Russell Cleveland, Director
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ENABLE GROWTH PARTNERS, L.P.
By: ___________________________, its General Partner
By:
-----------------------------------------------------
Brendan O'Neil, Principal
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ENABLE OPPORTUNITY PARTNERS, L.P.
By: ___________________________, its General Partner
By:
-----------------------------------------------------
Brendan O'Neil, Principal
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GAMMA OPPORTUNITY CAPITAL PARTNERS, L.P.
By: ___________________________, its General Partner
By:
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Jonathan P. Knight, President/Director
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BUSHIDO CAPITAL MASTER FUND, L.P.
By: Bushido Capital Partners, Ltd., its General Partner
By:
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Christopher Rossman, Managing Director
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CORDILLERA FUND, L.P.
By: ACCF GenPar, L.P., its General Partner
By: Andrew Carter Capital, Inc. its General Partner
By:
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James P. Andrew, Co-CEO of Andrew Carter
Capital, Inc.
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NEWGRANGE PARTNERS, L.P.
By: ___________________________, its General Partner
By:
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Michael Scholten, Managing Partner