ex-4i.htm


    November
9, 2009

    


    Centennial
Energy Holdings, Inc.

    PO Box
5650

    1200 West
Century Avenue

    Bismarck,
ND  58506-5650

    Attention:             Vernon
A. Raile

    Executive Vice President, Treasurer and
Chief Financial Officer

    


     

    Re:           Consent under Credit
Agreement

     

    Ladies/Gentlemen:

     

    Please refer to the Amended and
Restated Credit Agreement dated as of December 13, 2007 (the “Credit Agreement”)
among Centennial Energy Holdings, Inc. (the “Company”), various
financial institutions (the “Banks”) and U.S. Bank
National Association, as administrative agent (in such capacity, the “Administrative
Agent”).  Capitalized terms used but not otherwise defined
herein have the respective meanings given to them in the Credit
Agreement.

     

    The Company has notified the
Administrative Agent and the Banks that the write-off of certain capitalized
costs by the Company pursuant to Rule 4-10 of Regulation S-X of the SEC (the
“SEC Rule”) with respect to the fiscal quarter ended March 31, 2009 would
negatively affect the ability of the Company and its Subsidiaries to pay
dividends and make other distributions to their respective
equityholders.

     

    The Majority Banks agree that,
notwithstanding Section 7.08(b)(iii) of the Credit Agreement, the Company or any
Subsidiary may, during fiscal year 2010, declare or pay cash dividends or other
distributions to its equity holders and purchase, redeem or otherwise acquire
shares of its capital stock or other equity interests or warrants, rights or
options to acquire any such shares or other equity interests for cash, in an
aggregate amount for the Company and its Subsidiaries not to exceed 100% of the
consolidated net income after taxes of the Company and its Subsidiaries arising
during fiscal year 2009 (computed on a consolidated basis but without giving
effect to any write-off of capitalized costs pursuant to the SEC Rule with
respect to the fiscal quarter ended March 31, 2009); provided that in each
case immediately after giving effect to such proposed action, no Default or
Event of Default would exist.

     

    This letter agreement shall become
effective when the Administrative Agent shall have received (a) counterparts of
this letter agreement executed by the Company and the Majority Banks and (b) a
consent fee for each Bank that delivers its executed signature page to this
letter agreement to the Administrative Agent prior to 5:00 p.m. (Chicago time)
on November 24, 2009, such fee to be in an amount equal to 0.10% of such Bank’s
Commitment.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This letter agreement may be executed
in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original but
all such counterparts shall together constitute one and the same letter
agreement.  Delivery of an executed counterpart hereby by facsimile or
in .pdf or similar format shall constitute delivery of an original executed
counterpart hereof.

     

    This letter agreement shall be governed
by, and construed in accordance with, the internal law of the State of New York
without regard to principles of conflicts of law (other than Title 14 of Article
5 of the New York General Obligations Law); provided that the
Administrative Agent and the Banks shall retain all rights arising under Federal
law.

     

    


    
      	
              U.S.
      BANK NATIONAL ASSOCIATION,

            
	
              as
      Administrative Agent, as an Issuer and as a Bank

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Paul Vastola

            
	
              Name:

            	
              Paul
      Vastola

            
	
              Title:

            	
              Vice
      President

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              UNION
      BANK , N.A. (formerly known as Union

            
	
              Bank
      of California, N.A.),

            
	
              as
      Co-Syndication Agent and as a Bank

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Bryan Read

            
	
              Name:

            	
              Bryan
      Read

            
	
              Title:

            	
              Vice
      President

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              ABN
      AMRO BANK N.V., as Co-Syndication

            
	
              Agent
      and as a Bank

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Michiel van Schaardenburg

            
	
              Name:

            	
              Michiel
      van Schaardenburg

            
	
              Title:

            	
              Managing
      Director

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Michele Costello

            
	
              Name:

            	
              Michele
      Costello

            
	
              Title:

            	
              Director

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              BANK
      OF AMERICA, NATIONAL

            
	
              ASSOCIATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Shelley A. McGregor

            
	
              Name:

            	
              Shelley
      A. McGregor

            
	
              Title:

            	
              Senior
      Vice President

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              KEYBANK
      NATIONAL ASSOCIATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Keven D. Smith

            
	
              Name:

            	
              Keven
      D. Smith

            
	
              Title:

            	
              Senior
      Vice President

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              JPMORGAN
      CHASE BANK, NATIONAL

            
	
              ASSOCIATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Jennifer Fitzgerald

            
	
              Name:

            	
              Jennifer
      Fitzgerald

            
	
              Title:

            	
              Associate

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ,

            
	
              LTD.,
      NEW YORK BRANCH

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      CHI-CHENG CHEN

            
	
              Name:

            	
              CHI-CHENG
      CHEN

            
	
              Title:

            	
              AUTHORIZED
      SIGNATORY

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              WELLS
      FARGO BANK, NATIONAL

            
	
              ASSOCIATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Keith Luettel

            
	
              Name:

            	
              Keith
      Luettel

            
	
              Title:

            	
              Assistant
      Vice President

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CIBC
      INC.

            
	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Robert W Casey Jr

            
	
              Name:

            	
              Robert
      W Casey Jr

            
	
              Title:

            	
              Executive
      Director

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              FIRST
      INTERSTATE BANK

            
	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Susan M. Riplett

            
	
              Name:

            	
              Susan
      M. Riplett

            
	
              Title:

            	
              Vice
      President

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              UBS
      LOAN FINANCE LLC

            
	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Marie A. Haddad

            
	
              Name:

            	
              Marie
      A. Haddad

            
	
              Title:

            	
              Associate
      Director

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              TORONTO
      DOMINION (TEXAS) LLC

            
	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      DEBBI L. BRITO

            
	
              Name:

            	
              DEBBI
      L. BRITO

            
	
              Title:

            	
              AUTHORIZED
      SIGNATORY

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              WILLIAM
      STREET LLC

            
	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Mark Walton

            
	
              Name:

            	
              Mark
      Walton

            
	
              Title:

            	
              Authorized
      Signatory

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              ACKNOWLEDGED
      AND AGREED:

            
	 
      
	
              CENTENNIAL
      ENERGY HOLDINGS, INC.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Vernon A. Raile

            
	
              Name:

            	
              Vernon
      A. Raile

            
	
              Title:

            	
              Executive
      Vice President,

            
	 
      	
                Treasurer
      and Chief Financial Officer