Attached files
December 29, 2015
Centennial Energy Holdings, Inc.
PO Box 5650
1200 West Century Avenue
Bismarck, North Dakota 58506-5650
Attn: Mr. Doran N. Schwarz
Attn: Mr. Doran N. Schwarz
Vice President and Chief Financial Officer
Re: Waiver under Credit Agreement
Ladies/Gentlemen:
Please refer to the Third Amended and Restated Credit Agreement dated as of May 8, 2014 (the “Credit Agreement”) among Centennial Energy Holdings, Inc. (the “Company”), various financial institutions and U.S. Bank National Association, as administrative agent (in such capacity, the “Agent”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.
The Company has advised the Banks that Fidelity Exploration & Production Company (“Fidelity”), a direct wholly owned subsidiary of WBI Holdings, Inc. (“WBI”) and indirect wholly owned subsidiary of the Company, has sold or intends to sell all or substantially all of its assets in a series of transactions and that WBI may sell its interest in Fidelity, as more fully described in certain filings made by MDU Resources Group, Inc. with the SEC prior to the date hereof (the “Fidelity Disposition”). The Company has requested a waiver of certain provisions of the Credit Agreement to permit such disposition.
Accordingly, the Majority Banks hereby waive the following provisions of the Credit Agreement, in each case solely with respect to (and to the extent required to permit) the Fidelity Disposition: (a) clause (y) of the first proviso to Section 7.02 of the Credit Agreement (it being understood that the Fidelity Disposition shall not count against the limitation of 20% of total consolidated assets that may be sold by the Company and its Subsidiaries in any fiscal year); (b) the final proviso to Section 7.02 of the Credit Agreement (which begins “provided, further,”); and (c) to the extent applicable, the provisions of Section 7.03 of the Credit Agreement limiting consolidations and mergers.
The provisions of Sections 10.15 (GOVERNING LAW AND JURISDICTION) and 10.16 (WAIVER OF JURY TRIAL) of the Credit Agreement shall apply to this waiver letter as if set forth herein in full, mutatis mutandis.
This waiver letter may be executed in counterparts and by the parties hereto on separate counterparts. A signature page hereto delivered by facsimile or in a .pdf or similar file shall be effective as delivery of an original counterpart. This waiver letter shall become effective when the Agent has received signature pages hereto signed by the Majority Banks.
-Signature pages follow-
718999589 03173762 | ||
U.S. BANK NATIONAL ASSOCIATION, | |
as Administrative Agent and as a Bank | |
By: | /s/ John Prigge |
Name: | John Prigge |
Title: | Vice President |
718999589 03173762
Signature Page to Centennial Waiver
THE BANK OF TOKYO-MITSUBISHI UFJ, | |
LTD., NEW YORK BRANCH, | |
By: | /s/ Chi-Cheng Chen |
Name: | Chi-Cheng Chen |
Title: | Director |
718999589 03173762
Signature Page to Centennial Waiver
WELLS FARGO BANK, NATIONAL | |
ASSOCIATION | |
By: | /s/ Keith Luettel |
Name: | Keith Luettel |
Title: | Director |
718999589 03173762
Signature Page to Centennial Waiver
JPMORGAN CHASE BANK, N.A. | |
By: | /s/ Justin Mertz |
Name: | Justin Mertz |
Title: | Authorized Officer |
718999589 03173762
Signature Page to Centennial Waiver
ROYAL BANK OF CANADA | |
By: | /s/ Ben Thomas |
Name: | Ben Thomas |
Title: | Authorized Signatory |
718999589 03173762
Signature Page to Centennial Waiver
TORONTO DOMINION (NEW YORK) LLC | |
By: | /s/ SAVO BOZIC |
Name: | SAVO BOZIC |
Title: | Authorized Signatory |
718999589 03173762
Signature Page to Centennial Waiver
THE BANK OF NOVA SCOTIA | |
By: | /s/ David Dewar |
Name: | David Dewar |
Title: | Director |
718999589 03173762
Signature Page to Centennial Waiver
CANADIAN IMPERIAL BANK OF | |
COMMERCE, NEW YORK AGENCY | |
By: | /s/ Robert Casey |
Name: | Robert Casey |
Title: | Authorized Signatory |
By: | /s/ Darrel Ho |
Name: | Darrel Ho |
Title: | Authorized Signatory |
718999589 03173762
Signature Page to Centennial Waiver
KEYBANK, NATIONAL ASSOCIATION | |
By: | /s/ Keven D. Smith |
Name: | Keven D. Smith |
Title: | Senior Vice President |
718999589 03173762
Signature Page to Centennial Waiver
SUNTRUST BANK | |
By: | /s/ Shannon Juhan |
Name: | Shannon Juhan |
Title: | Director |
718999589 03173762
Signature Page to Centennial Waiver
PNC BANK, NATIONAL ASSOCIATION | |
By: | /s/ Jon R Hinard |
Name: | Jon R Hinard |
Title: | Managing Director |
718999589 03173762
Signature Page to Centennial Waiver
GOLDMAN SACHS BANK USA | |
By: | /s/ Jerry Li |
Name: | Jerry Li |
Title: | Authorized Signatory |
718999589 03173762
Signature Page to Centennial Waiver
Acknowledged and Agreed as of
the date first written above:
the date first written above:
CENTENNIAL ENERGY HOLDINGS, INC. | |
By: | /s/ Doran N. Schwartz |
Name: | Doran N. Schwartz |
Title: | Vice President and Chief Financial Officer |
718999589 03173762
Signature Page to Centennial Waiver