Exhibit 10.71
CONSOLIDATED ENERGY, INC.
October 6, 2005
ADDITIONAL FINANCING FORBEARANCE AGREEMENT
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") has previously extended credit to
the Company pursuant to a Promissory Note dated September 23, 2005 (the
"Bridge Note"). In order to induce the Bridge Lender to make such extension
of credit to the Company, the Bridge Lender required the Purchasers to
forbear, for period of ten (10) business days from the date of the Bridge
Note, from exercising their rights or remedies under the Transaction
Documents, pursuant to that certain Bridge Forbearance letter agreement dated
September 23, 2005 (the "Bridge Forbearance") as executed by the Company and
the Purchasers. The Bridge Lender is now requesting that the Purchasers
extend the period of forbearance from exercising their rights or remedies
under the Transaction Documents pursuant to the terms of this Additional
Financing Forbearance Agreement (which supersedes and replaces the Bridge
Forbearance).
Each of the undersigned hereby agrees to continue 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 until the earliest
to occur of the following: (i) November 18, 2005, (ii) the expiration and
termination of the Bridge Note, or (iii) the completion by the Company of a
new financing (whether by debt, stock or otherwise) (as the case may be, the
"Forbearance Period"). Each of the undersigned understands that the Bridge
Lender continues to rely on this Additional Financing Forbearance Agreement
with respect to the transactions contemplated by the Bridge Note and would not
have entered into the transactions contemplated by the Bridge Note but for the
forbearance granted under the Bridge Forbearance and hereunder.
This Additional Financing Forbearance 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
Additional Financing Forbearance 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 Additional Financing
Forbearance Agreement may be executed in a number of counterparts, all of
which taken together shall constitute one and the same instrument. This
Additional Financing Forbearance Agreement shall be governed by the laws of
the State of Texas without regard to conflict of laws principles.
Please indicate your approval of the terms and provisions hereof by executing
this consent Additional Financing Forbearance Agreement in the space provided
below.
CONSOLIDATED ENERGY, INC.
By:/s/David Guthrie
Name: David Guthrie
Title: President
Agreed and accepted by the following persons that have executed the attached
signature pages:
IN WITNESS WHEREOF, the parties hereto have caused this Additional Financing
Forbearance Agreement to be duly executed by their respective authorized
officers as of the date first above written.
CONSOLIDATED ENERGY, INC.
By:/s/David Guthrie
Name: David Guthrie
Title: President
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: /s/E.B. Lyon, IV
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: /s/E.B. Lyon, IV
E.B. Lyon, IV, Authorized Agent
LONESTAR PARTNERS, L.P.
By: Lonestar Capital Management, LLC, its General Partner
By: /s/Jerome Simon
Jerome Simon, Manager
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: /s/Patrick P. Walker
Patrick P. 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: /s/Patrick P. Walker
Patrick P. Walker, Member
WS OPPORTUNITY FUND, L.P.
By: WS Ventures Management, L.P., its General Partner
By: WSV Management, LLC, its General Partner
By: /s/Patrick P. Walker
Patrick P. Walker, Member
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By: /s/Russell Cleveland
Russell Cleveland, Director
BFS US SPECIAL OPPORTUNITIES TRUST PLC
By: /s/Russell Cleveland
Russell Cleveland, Director
ENABLE GROWTH PARTNERS, L.P.
By: Enable Capital Management, its General Partner
By: /s/Brendan O'Neil
Brendan O'Neil, Principal
ENABLE OPPORTUNITY PARTNERS, L.P.
By: Enable Capital Management, its General Partner
By: /s/Brendan O'Neil
Brendan O'Neil, Principal
GAMMA OPPORTUNITY CAPITAL PARTNERS, L.P.
By: Gamma Capital Advisors, Ltd, its General Partner
By: /s/Jonathan P. Knight
Jonathan P. Knight, President/Director
BUSHIDO CAPITAL MASTER FUND, L.P.
By: Bushido Capital Partners, Ltd., its General Partner
By: /s/ Christopher Rossman
Christopher Rossman, Managing Director
CORDILLERA FUND, L.P.
By: ACCF GenPar, L.P., its General Partner
By: Andrew Carter Capital, Inc. its General Partner
By: /s/James P. Andrew
James P. Andrew, Co-CEO of Andrew Carter Capital, Inc.
NEWGRANGE PARTNERS, L.P.
By: Newgrange Advisors, LLC, its General Partner
By: /s/Michael Scholten
Michael Scholten, Managing Partner