Exhibit A
CONSOLIDATED ENERGY, INC.
September 23, 2005
CONSENT AND WAIVER
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 consent to the
Company executing
the Bridge Note, incurring the indebtedness under
the Bridge Note, and entering
into and consummating the transactions and
issuance of securities
referenced in
the Bridge Note (collectively, the "Bridge
Loan Transactions").
The undersigned
hereby consent to the Company entering into the Bridge Loan
Transactions, and hereby waive, on the date
hereof and until
resolution of the
Bridge Loan Transactions, the application of any of the provisions of the
Transaction Documents that would be operative by virtue of the Bridge Loan
Transactions, including, without limitation, those set forth in Section
3.12,
Section 3.15(a) and Section 3.15(b) of the
Purchase Agreement,
Section 3(c)(ii)
of each Senior Note, and Section 6 of each
Warrant. The
undersigned
understand
that the Bridge Lender is relying on this letter in order to enter into
and
consummate the Bridge Loan Transactions and would not do so
but for the consent
and waivers granted hereunder.
Any failure by
the Company or the Bridge Lender to comply with the terms of
the Subordination Agreement dated September 23,
2005, shall be deemed to be an
Event of Default under the Senior Notes (as defined in the Senior Notes) and
shall entitle the holders of the Senior Notes to all remedies and actions
granted by the Purchase Agreement and
Senior Notes.
It is agreed
that no shares included in any registration statement filed in
accordance with the Purchase Agreement for
the benefit of the Purchasers, shall
be allocated to satisfy any rights or claims
asserted in
connection
with the
Bridge Note, except those shares added to any
registration
statement for the
purpose of satisfying the Bridge Note.
1
<PAGE>
Each of the
holders of the Senior
Notes further
acknowledges
and agrees
that this letter agreement shall serve as an endorsement to
each of
