Contract
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.
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Yours
faithfully,
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Dresdner
Bank AG London Branch
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-
as Administrative Agent -
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/s/
Xxxx Xxxxxxx
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/s/
Xxxxxx Xxxxxxx
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Name
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Xxxx
Xxxxxxx
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Name
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Xxxxxx
Xxxxxxx
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Title
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Vice
President
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Title
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Vice
President
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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:
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8/7/06
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Not
available/Not applicable
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/s/
Xxxx Xxxxxxx
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Date
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Stamp
of each Lender
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Signature(s)
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Xxxx
Xxxxxxx
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Vice
President
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Bayerische
Landesbank
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx
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Vice
President
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Bayerische
Landesbank
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19/6/06
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Dresdner
Bank AG
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/s/
Xxxx Xxxxxxx
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Date
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Stamp
of each Lender
London
Branch
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Signature(s)
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21/6/06
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Royal
Bank of Canada
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/s/
Xxxxxxx Xxxxxxx
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Date
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Stamp
of each Lender
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Signature(s)
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15
June 2006
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Lloyds
TSB Bank Plc
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Date
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Stamp
of each Lender
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Signature(s)
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/s/
Xxxxxxx
Xxxxxx
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/s/
Xxxxx X. Xxxx
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Xxxxxxx
Xxxxxx
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Xxxxx
X. Xxxx
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Assistant
Vice President
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Vice
President
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Financial
Institutions, USA
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T-011
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R091
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6/16/2006
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N/A
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/s/ Xxxx Xxxxxxxxxx | ||
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Date
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Stamp
of each Lender
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Signature(s)
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Xxxx
Xxxxxxxxxx
Relationship
executive
Commonwealth
Bank of
Australia
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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
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HGC
Holdings LLC
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By
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/s/
Xxxxxx X. Xxxxxxx
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| Xxxxxx X. Xxxxxxx | |
| 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
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By
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/s/
Xxxxxx X. Xxxxxxx
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| Xxxxxx X. Xxxxxxx | |
| Vice President, Chief Financial Officer and Treasurer | |
Dated:
August 18, 2006
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Dresdner
Bank AG
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London
Branch
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XX
Xxx 00000
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00
Xxxxxxx Xxxxxx
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Xxxxxx
XX0X 0XX
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Telephone
x00 (0)00 0000 0000
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Telex
General 885540 DRES BK G
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BY
E-LOAN
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xxx.xxxxxxxxxxxxxxxxx.xxx
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To
the Lenders
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HGC
Holdings LLC &
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The
Gas Company, LLC
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London,
18 August 2006
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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+000 00 0000 0000 attn.
Xxxxx
Skoeid no later than 30th
August 2006, close of business London time.
The
Lenders’ legal counsel, Mr. Xxxxxxxx Xxxx at Xxxxxx, Xxxxxxxxxx & Sulcliffe
LLP has confirmed that no further documentation needs to be issued especially
in
relation to the security package to secure the Lenders’ positions.
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Authorised
by the German Federal Financial Supervisory Authority and by the
Financial
Services Authority.
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Investment
Banking Division
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