EXHIBIT 10.8
THIS AMENDMENT AGREEMENT (the "AMENDMENT AGREEMENT") is entered into on 30th
September, 2002 among:
(1) LIMITED LIABILITY COMPANY "GEOILBENT", a legal entity organised and
existing under the laws of the Russian Federation, located at Purpe
Township, Purovsky District, Yamalo-Nenetsky Autonomous Region, Russian
Federation (the "BORROWER"), represented by the acting General Director
Evgeny V. Grebenshikov, acting on the basis of the Charter of the
Borrower and the acting Chief Accountant Galina I. Tsymbal, acting on
the basis of the Federal Law No. 129-FZ on Accounting dated 21st
November, 1996 (as amended);
(2) EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT, an international
finance institution with its headquarters at One Exchange Square,
London EC2A 2JN, United Kingdom ("EBRD");
(3) INTERNATIONAL MOSCOW BANK, a Closed Joint Stock Company organised and
existing under the laws of the Russian Federation and located at
119034, Prechistenskaya Embankment, Moscow, the Russian Federation
represented by the Mr. Yu. V. Tverskoy, the member of its management
board, acting on the basis of the Charter and Mr. A.V. Popov, the Chief
Accountant, acting on the basis of the Federal Law No. 129-FZ on
Accounting dated 21st November, 1996 (as amended) ("IMB");
(4) HARVEST NATURAL RESOURCES, INC., a company organised and existing under
the laws of the State of Delaware in the United States of America, with
its registered office at Corporation Trust Centre, 1209 Orange Street,
Wilmington, Delaware 19801, County of Newcastle ("HARVEST"),
represented by Dr. Peter Hill, President and Chief Executive Officer;
and
(5) OPEN JOINT STOCK COMPANY "MINLEY", a legal entity organised and
existing under the laws of the Russian Federation, located at 22"a",
Pobedy Street, Tarko-Sale Township, Purovsky District, Yamalo-Nenetsky
Autonomous Region, Russian Federation ("MINLEY"), represented by the
General Director Ludmila R. Solovieva, acting on the basis of the
Charter of Minley and the Chief Accountant Galina I. Papsueva, acting
on the basis of the Federal Law No. 129-FZ on Accounting dated 21st
November, 1996 (as amended).
RECITALS:
(A) Pursuant to a credit agreement dated 21st November, 1996 between EBRD
and the Borrower (formerly - Limited Liability Company Joint Venture
"Geoilbent Limited") (as amended from time to time, the "EBRD CREDIT
AGREEMENT") EBRD agreed to lend to the Borrower on a revolving basis an
amount not to exceed US$55,000,000.
(B) Pursuant to a credit agreement dated 9th April, 1997 between IMB and
the Borrower (as amended from time to time, the "IMB CREDIT AGREEMENT")
IMB agreed to lend to the Borrower on a revolving basis an amount not
to exceed US$10,000,000.
(C) On 9th April, 1997 the Borrower, EBRD, IMB, Harvest (formerly Benton
Oil and Gas Company) and others entered into a performance,
subordination and share retention agreement in connection with the EBRD
Credit Agreement and the IMB Credit Agreement.
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(D) On 7th February, 2002, Minley became a party to the performance,
subordination and share retention agreement referred to above (such
agreement as novated, the "SHARE RETENTION AGREEMENT") and from such
date the parties to this Amendment Agreement constitute all the parties
to the Share Retention Agreement.
(E) On 19th February, 2002, the Board of Directors of Benton Oil and Gas
Company has resolved to change its name to "Harvest Natural Resources,
Inc.".
(F) On or prior to the date of this Amendment Agreement, the Borrower has
repaid to IMB all amounts owing to IMB under the IMB Credit Agreement.
(G) On 23rd September, 2002, the Borrower and EBRD have amended and
restated the EBRD Credit Agreement (the "AMENDED AND RESTATED EBRD
CREDIT AGREEMENT") to provide for, among other things, an increase in
the amount available to the Borrower to be drawn thereunder.
(H) To reflect the matters set out in recitals (E), (F) and (G) above, the
parties to this Amendment Agreement have agreed to amend the Share
Retention Agreement on the terms and conditions set out in this
Amendment Agreement.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In this Amendment Agreement, unless the contrary intention appears or
the context otherwise requires:
"EBRD CREDIT AGREEMENT AMENDMENT AGREEMENT"
means the agreement dated 23rd September, 2002 between the Borrower and
EBRD pursuant to which the Borrower and EBRD have agreed to amend and
restate the EBRD Credit Agreement.
"EFFECTIVE DATE"
has the meaning given to it in the EBRD Credit Agreement Amendment
Agreement.
"PARTIES"
means the parties to this Amendment Agreement and "PARTY" means a party
to this Amendment Agreement.
1.2 INTERPRETATION
Unless otherwise defined in this Amendment Agreement, capitalised terms
used in this Amendment Agreement shall have the meaning given to them
in the Amended and Restated EBRD Credit Agreement.
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1.3 INCORPORATION
The provisions of Section 1.02
(Singular/Plural-Persons-References-Headings), Section 6.01 (Notices),
Section 6.06 (Arbitration and Jurisdiction), Section 6.07 (Privileges
and Immunities of EBRD), Section 6.08 (Waiver of Sovereign Immunity),
Section 6.09 (Severability) and Section 6.10 (Counterparts) of the
Share Retention Agreement shall apply to this Amendment Agreement as if
the same had been set out in full herein.
2. AMENDMENT, CONFIRMATION AND DESIGNATION
2.1 AMENDMENT
With effect on and from the Effective Date, the Share Retention
Agreement shall be amended as follows:
(a) International Moscow Bank shall cease to be a party to the
Share Retention Agreement and shall cease to have any rights
against or obligations to the remaining parties thereto and
all references to "International Moscow Bank" or "IMB" or "the
IMB Credit Agreement" contained in the Share Retention
Agreement (but not in the recitals thereto) shall be deemed to
be deleted;
(b) any reference to "a Project Lender" "the Project Lenders",
"each Project Lender", "either Project Lender", "both Project
Lenders" or any like phrase shall be deemed to be a reference
to EBRD only;
(c) Recital (A) of the Share Retention Agreement shall be replaced
with the following:
"(A) Harvest owns a 34% participation interest in the
Borrower and Minley owns a 66% participation interest
in the Borrower.";
(d) the following shall be added to the recitals in the
appropriate alphabetical order and the existing recital (D)
shall become recital (F):
"(D) On or prior to the date of the Amendment Agreement (as
defined below), the Borrower has repaid to IMB all
amounts owing to IMB under the IMB Credit Agreement;
and
(E) On 23rd September, 2002, the Borrower and EBRD have
amended and restated the EBRD Credit Agreement (the
"AMENDED AND RESTATED EBRD CREDIT AGREEMENT") to
provide for, among other things, an increase in the
amount available to the Borrower to be drawn
thereunder.";
(e) all references to the "EBRD Credit Agreement" shall be deemed
to be references to the Amended and Restated EBRD Credit
Agreement;
(f) all references to the "IMB Credit Agreement" and the IMB Loan
shall be deemed to be deleted;
(g) a reference to any Financing Agreement shall be deemed to be a
reference to that Financing Agreement as amended from time to
time;
(h) the following definition shall be included in appropriate
alphabetical order in Section 1.01 (Definitions):
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""AMENDMENT AGREEMENT" means the amendment agreement signed by
the parties to this Agreement on 30th September, 2002.";
(i) Subclause (a) of Section 6.02 (Rights, Remedies and Waivers)
shall be amended by the deletion of the words "of the other
Project Lender in respect of such default or" as they appear
in the sixth line of that subclause; and
(j) Section 6.3 shall be amended to read as follows:
"This Agreement shall bind the successors and assigns of each
Shareholder and shall inure to the benefit of the Project
Lender and its successors, transferees and assigns; provided
that (i) the Project Lender may only sell, transfer, assign or
otherwise dispose of all or part of its rights under this
Agreement in accordance with Section 8.12(b) of the Amended
and Restated EBRD Credit Agreement and (ii) neither
Shareholder may assign any of its obligations hereunder
without the prior written consent of the Project Lender.".
2.2 REPRESENTATIONS
Each Shareholder (as defined in the Share Retention Agreement) shall be
deemed to repeat each of the representations and warranties made by it
in Section 5.01 (Representations and Warranties) of the Share Retention
Agreement on both the date of this Amendment Agreement and the
Effective Date.
2.3 CONFIRMATION
Each Party confirms that, except as expressly provided by the terms of
this Amendment Agreement, the Share Retention Agreement remains in full
force and effect.
2.4 DESIGNATION
The Parties hereby confirm that this Amendment Agreement and the Share
Retention Agreement as amended hereby shall each constitute a Financing
Agreement for the purposes of the Amended and Restated EBRD Credit
Agreement.
3. GOVERNING LAW
This Amendment Agreement is governed by English law.
4. RIGHTS OF THIRD PARTIES
A person who is not a party to this Amendment Agreement may not enforce
its terms under the Contracts (Rights of Third Parties) Act 1999.
This Amendment Agreement has been entered into on the date stated at the
beginning of this Amendment Agreement.
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SIGNATORIES
BORROWER
LIMITED LIABILITY COMPANY "GEOILBENT"
By: and By:
---------------------------- ---------------------------
Name: Name:
Title: Title:
EBRD
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
By:
----------------------------
Name:
Title:
IMB
INTERNATIONAL MOSCOW BANK
By:
----------------------------
Name:
Title:
HARVEST
HARVEST NATURAL RESOURCES, INC.
By:
----------------------------
Name:
Title:
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MINLEY
OJSC "MINLEY"
By: and By:
---------------------------- ---------------------------
Name: Name:
Title: Title:
AMENDMENT AGREEMENT
(RELATING TO PERFORMANCE, SUBORDINATION AND SHARE RETENTION AGREEMENT)
DATED 30TH SEPTEMBER, 2002
AMONG
LIMITED LIABILITY COMPANY
"GEOILBENT"
AND
EUROPEAN BANK FOR
RECONSTRUCTION AND DEVELOPMENT
AND
INTERNATIONAL MOSCOW BANK
AND
HARVEST NATURAL RESOURCES, INC.
AND
OJSC "MINLEY"
ALLEN & OVERY
Legal Services
Moscow
INDEX
<Table>
<Caption>
CLAUSE PAGE
1. Interpretation......................................................................................2
2. Amendment, Confirmation and Designation.............................................................3
3. Governing law.......................................................................................4
4. Rights of Third Parties.............................................................................4
SIGNATORIES..................................................................................................5
</Table>