Wdesk | Exhibit






December 29, 2015
Centennial Energy Holdings, Inc.
PO Box 5650
1200 West Century Avenue
Bismarck, North Dakota 58506-5650 
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:


	
		
	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