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Exhibit 10.8
HADSON ENERGY LIMITED
SECOND AMENDMENT TO ACCEPTANCE AGREEMENT
Bank of Montreal
Chicago, Illinois
Gentlemen:
We refer to the Acceptance Agreement dated as of June 6, 1991 as
amended and currently in effect between us (the "Acceptance Agreement"),
capitalized terms used without definition below to have the same meanings
herein as they have in the Acceptance Agreement. Upon your acceptance
hereof in the space provided for that purpose below, the Acceptance
Agreement shall be amended as follows:
1. Section 7.5(a) (Financial Reports). Section 7.5(a) of the
Acceptance Agreement shall be amended and as so amended shall be restated
in its entirety to read as follows:
"(a) as soon as available, and in any event within 60 days
after the close of each quarterly fiscal period of the Company, a copy
of the balance sheet, statement of earnings and statement of changes
in cash flow of the Company and its Subsidiaries as of the last day of
such period (in the case of the balance sheet) and for the fiscal year
to date ending on the last day of such period (in the case of the
other statements) prepared on a consolidated basis and certified to by
the president, chief financial officer, chief accounting officer or
vice president and treasurer thereof with such certificate to also (i)
state that the signer thereof has reexamined the provisions of this
Agreement and that no Default or Event of Default has occurred or is
continuing or if any of such has occurred or is continuing stating the
nature thereto and the action, if any, which the Company proposes to
take with respect thereto and (ii) include a statement of all sales
of Borrowing Base Assets during the preceding twelve months;"
2. Section 7.5(d) (Financial Reports). Section 7.5(d) of the
Acceptance Agreement shall be amended and as so amended shall be restated in
its entirety to read as follows:
"(d) On or before the 15th day of each September and March a
report showing the gross proceeds received by the Company and the
Pledged Subsidiaries during the six-month period ending on the last
day of the preceding June (in the case of reports due on or before
September 15) or December (in the case of reports due on or before
March 15) from the sale of oil and gas from the wells included in the
Borrowing Base Assets and the quantities thereof sold (broken down (in
the case of quantities only) by well and computed as to the aggregate
interest of the Company and the Pledged Subsidiaries) from each well,
together with the gross amount of royalties and taxes paid or payable
on all of such and a statement of operating expenses for all of such
for the applicable six-month period."
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3. Section 9 (Definitions).
"The term "Stamping Fee" shall mean 1.30% per annum computed on
the face amount of each Acceptance for the period from the date of
Acceptance to its maturity date; provided, however, that for Drafts
with an Acceptance Date falling after December 31, 1993, the Stamping
Fee shall be computed at the rate of (i) 7/8 of 1% per annum if on
the Acceptance Date for the Draft in question the outstanding face
amount of the Acceptances is 50% or less of the Borrowing Base as
most recently determined by the Banks, (ii) 1% per annum if on the
Acceptance Date for the Draft in question the outstanding face amount
of the Acceptances is greater than 50% but less than 75% of the
Borrowing Base as most recently determined by the Banks and (iii)
1-1/8% per annum if on the Acceptance Date for the Draft in question
the outstanding face amount of the Acceptances is equal to or greater
than 75% of the Borrowing Base as then most recently determined by the
Banks."
4. Section 11.7 (Notices). Section 11.7 of the Acceptance Agreement
shall be amended by striking the phrase "at 101 Park Avenue, Suite 1400,
Oklahoma City, Oklahoma 73126, Attention: William C. Rankin" and by
substituting the following therefor: "2000 Post Oak Boulevard, Suite 100,
Houston, Texas 77056-4400, Attention: Daniel D. Hawk".
Except as specifically amended hereby all of the terms, conditions and
provisions of the Acceptance Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Second Amendment to Acceptance
Agreement need be made in any instrument or document at any time referring to
the Acceptance Agreement, a reference to the Acceptance Agreement in any of
such to be deemed to be a reference to the Acceptance Agreement as amended
hereby. This Second Amendment to Acceptance Agreement shall be construed in
accordance with and governed by the laws of the State of Illinois.
Dated and to become effective as of this 22nd day of December, 1993.
HADSON ENERGY LIMITED
By: /s/ David Nevis Hayes
___________________________________________
Its Managing Director
Accepted and agreed to as of the date last above written.
BANK OF MONTREAL
By: /s/ Robert Roberts
___________________________________________
Its Director
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The undersigned confirms that it is aware of the terms and conditions
of the Second Amendment to Acceptance Agreement and while it acknowledges that
its consent thereto is not required, it further acknowledges that it has no
objection to the terms and conditions thereof and that their Guaranty is each
dated as of June 6, 1991 of the indebtedness, obligations and liabilities of
the Company continue in full force and effect.
HADSON ENERGY RESOURCES CORPORATION
By: /s/ Clyde E. McKenzie
______________________________________________
Its Vice President
HADSON AUSTRALIA DEVELOPMENT PTY., LIMITED
By: /s/ David Nevis Hayes
______________________________________________
Its Director
PETRO ENERGY LIMITED
By: /s/ David Nevis Hayes
______________________________________________
Its Director
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