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CONSOLIDATED ENERGY, INC.ADDITIONAL FINANCING FORBEARANCE AGREEMENT

Default Notice Forbearance Agreement

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CONSOLIDATED ENERGY INC

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Title: CONSOLIDATED ENERGY, INC.ADDITIONAL FINANCING FORBEARANCE AGREEMENT
Governing Law: Texas     Date: 10/13/2005

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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 u

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