Effective as of September 28, 2004
VIA FACSIMILE
Energy West, Incorporated
No. 0 Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
X.X. Xxx 0000
Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxx 00000-0000
Attention.: General Counsel
Facsimile: 406.791.7560
Re: Limited Consent
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit Agreement
dated as of March 31, 2004 (as the same has been amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") by and among
Energy West, Incorporated, a Montana corporation ("Borrower"), LaSalle Bank
National Association, a national banking association, in its capacity as a
"Bank" thereunder and as agent for all such Banks ("Agent"), and each of the
other Banks party thereto. Capitalized terms used but not defined herein shall
have the meaning set forth in the Credit Agreement.
Agent and the Required Banks hereby acknowledge and agree that the
audited financial statements required to be delivered pursuant to subsection
10.1.1 of the Credit Agreement with respect to the fiscal year ended June 30,
2004 shall be required to be delivered by November 12, 2004 and not September
28, 2004, as is currently required by the terms of subsection 10.1.1 of the
Credit Agreement. Except as specifically provided in the immediately preceding
sentence, such limited consent shall not constitute: (i) a modification or
alteration of the terms, conditions or covenants of the Credit Agreement or any
document entered into in connection therewith including, without limitation, any
Loan Document, (ii) a waiver, release or limitation upon the exercise by Agent
or any Bank of any of its rights, legal or equitable, hereunder or under the
Credit Agreement or any Loan Document or (iii) a course of dealing between or
among Borrower, Agent or any Bank. Except as specifically set forth in the first
sentence of this paragraph, Agent and each Bank reserve any and all rights and
remedies they may have had, have or may have under the Credit Agreement and each
other Loan Document.
Except as expressly set forth herein, the Loan Documents remain
unmodified and in full force and effect.
- Remainder of Page Intentionally Left Blank -
[Signature Page Follows]
Please do not hesitate us in the event you have any questions or
concerns.
Very truly yours,
AGENT AND BANK:
LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as Agent and a Bank
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
------------------------------------
Title: First Vice President
Acknowledged and accepted as of the year and date first
written above:
ENERGY WEST, INCORPORATED, a Montana corporation
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------------------
Title: President & CEO
Limited Consent
Acknowledged and accepted as of the year and date first written above:
OTHER LOAN PARTIES:
ENERGY WEST PROPANE, INC.,
a Montana corporation
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
------------------------------------
Title:
ENERGY WEST RESOURCES, INC.,
a Montana corporation
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
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Title:
ENERGY WEST DEVELOPMENT, INC.,
a Montana corporation
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
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Title:
Limited Consent
