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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