November 9, 2009 Centennial Energy Holdings, Inc. PO Box 5650
November
9, 2009
Centennial
Energy Holdings, Inc.
PO Box
5650
0000 Xxxx
Xxxxxxx Xxxxxx
Bismarck,
ND 58506-5650
Attention: Xxxxxx
X. Xxxxx
Executive Vice President, Treasurer and
Chief Financial Officer
Re: Consent under Credit
Agreement
Ladies/Gentlemen:
Please refer to the Amended and
Restated Credit Agreement dated as of December 13, 2007 (the “Credit Agreement”)
among Centennial Energy Holdings, Inc. (the “Company”), various
financial institutions (the “Banks”) and U.S. Bank
National Association, as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not otherwise defined
herein have the respective meanings given to them in the Credit
Agreement.
The Company has notified the
Administrative Agent and the Banks that the write-off of certain capitalized
costs by the Company pursuant to Rule 4-10 of Regulation S-X of the SEC (the
“SEC Rule”) with respect to the fiscal quarter ended March 31, 2009 would
negatively affect the ability of the Company and its Subsidiaries to pay
dividends and make other distributions to their respective
equityholders.
The Majority Banks agree that,
notwithstanding Section 7.08(b)(iii) of the Credit Agreement, the Company or any
Subsidiary may, during fiscal year 2010, declare or pay cash dividends or other
distributions to its equity holders and purchase, redeem or otherwise acquire
shares of its capital stock or other equity interests or warrants, rights or
options to acquire any such shares or other equity interests for cash, in an
aggregate amount for the Company and its Subsidiaries not to exceed 100% of the
consolidated net income after taxes of the Company and its Subsidiaries arising
during fiscal year 2009 (computed on a consolidated basis but without giving
effect to any write-off of capitalized costs pursuant to the SEC Rule with
respect to the fiscal quarter ended March 31, 2009); provided that in each
case immediately after giving effect to such proposed action, no Default or
Event of Default would exist.
This letter agreement shall become
effective when the Administrative Agent shall have received (a) counterparts of
this letter agreement executed by the Company and the Majority Banks and (b) a
consent fee for each Bank that delivers its executed signature page to this
letter agreement to the Administrative Agent prior to 5:00 p.m. (Chicago time)
on November 24, 2009, such fee to be in an amount equal to 0.10% of such Bank’s
Commitment.
This letter agreement may be executed
in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original but
all such counterparts shall together constitute one and the same letter
agreement. Delivery of an executed counterpart hereby by facsimile or
in .pdf or similar format shall constitute delivery of an original executed
counterpart hereof.
This letter agreement shall be governed
by, and construed in accordance with, the internal law of the State of New York
without regard to principles of conflicts of law (other than Title 14 of Article
5 of the New York General Obligations Law); provided that the
Administrative Agent and the Banks shall retain all rights arising under Federal
law.
U.S.
BANK NATIONAL ASSOCIATION,
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as
Administrative Agent, as an Issuer and as a Bank
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By:
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/s/
Xxxx Xxxxxxx
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Name:
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Xxxx
Xxxxxxx
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Title:
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Vice
President
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UNION
BANK , N.A. (formerly known as Union
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Bank
of California, N.A.),
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as
Co-Syndication Agent and as a Bank
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By:
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/s/
Xxxxx Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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Vice
President
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ABN
AMRO BANK N.V., as Co-Syndication
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Agent
and as a Bank
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By:
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/s/
Xxxxxxx xxx Xxxxxxxxxxxxx
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Name:
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Xxxxxxx
xxx Xxxxxxxxxxxxx
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Title:
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Managing
Director
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxx
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Title:
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Director
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BANK
OF AMERICA, NATIONAL
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ASSOCIATION
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By:
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/s/
Xxxxxxx X. XxXxxxxx
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Name:
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Xxxxxxx
X. XxXxxxxx
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Title:
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Senior
Vice President
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KEYBANK
NATIONAL ASSOCIATION
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By:
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/s/
Xxxxx X. Xxxxx
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Name:
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Xxxxx
X. Xxxxx
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Title:
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Senior
Vice President
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JPMORGAN
CHASE BANK, NATIONAL
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ASSOCIATION
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By:
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/s/
Xxxxxxxx Xxxxxxxxxx
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Name:
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Xxxxxxxx
Xxxxxxxxxx
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Title:
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Associate
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THE
BANK OF TOKYO-MITSUBISHI UFJ,
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LTD.,
NEW YORK BRANCH
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By:
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/s/
XXX-XXXXX XXXX
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Name:
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XXX-XXXXX
XXXX
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Title:
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AUTHORIZED
SIGNATORY
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XXXXX
FARGO BANK, NATIONAL
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ASSOCIATION
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By:
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/s/
Xxxxx Xxxxxxx
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Name:
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Xxxxx
Xxxxxxx
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Title:
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Assistant
Vice President
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CIBC
INC.
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By:
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/s/
Xxxxxx X Xxxxx Xx
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Name:
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Xxxxxx
X Xxxxx Xx
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Title:
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Executive
Director
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FIRST
INTERSTATE BANK
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By:
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/s/
Xxxxx X. Xxxxxxx
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Name:
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Xxxxx
X. Xxxxxxx
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Title:
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Vice
President
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UBS
LOAN FINANCE LLC
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
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Xxxxx
X. Xxxxxx
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Title:
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Associate
Director
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TORONTO
DOMINION (TEXAS) LLC
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By:
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/s/
XXXXX X. XXXXX
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Name:
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XXXXX
X. XXXXX
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Title:
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AUTHORIZED
SIGNATORY
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XXXXXXX
STREET LLC
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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Authorized
Signatory
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ACKNOWLEDGED
AND AGREED:
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CENTENNIAL
ENERGY HOLDINGS, INC.
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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Executive
Vice President,
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Treasurer
and Chief Financial Officer
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