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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
understands that the Bridge
Lender continues to rely on this Additional
Financing Forbearance Agreement
with respect to the transactions
contemplated by the Bridge Note and would not
have entered into the transactions
contemplated by the Bridge Note but for the
forbearance granted under the Bridge
Forbearance and hereunder.
This Additional Financing Forbearance
Agreement sha
