Hondo Oil & Gas Company
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
As of December 18, 1997
London Australian & General Property Company Limited
0 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxx XX0X 0Xx
Dear Sirs:
This Agreement is entered into by and among Hondo Oil & Gas Company,
a Delaware corporation ("Hondo"), Via Verde Development Company, a California
corporation, Newhall Refining Co., Inc., a Delaware corporation, and London
Australian & General Property Company Limited, a United Kingdom corporation
("LAGP"), with reference to:
(a) Note Purchase Agreement dated November 28, 1988, between
Xxxxxx Petroleum Inc. (now Hondo) and Thamesedge, Ltd. ("Thamesedge"), as
amended (the "Thamesedge Note Purchase Agreement"), and Note dated November 30,
1988, for $75,000,000 from Xxxxxx Petroleum Inc. to Thamesedge (the "Thamesedge
Note"); and
(b) Amended and Restated Letter Agreement dated December 20,
1991, between Hondo and Lonrho Plc ("Lonrho"), as amended (the "Lonrho Loan
Agreement"), and Notes dated September 1, 1991, for $10,000,000, dated November
1, 1991, for $9,000,000, and dated December 20, 1991, for $13,000,000, from
Hondo to Lonrho Plc (the "Lonrho Notes").
On December 17, 1993, Hondo and Thamesedge and Lonrho, predecessors
in interest to LAGP, entered into a Letter Agreement with respect to the
Thamesedge Note Purchase Agreement, the Thamesedge Note, the Lonrho Loan
Agreement and the Lonrho Notes. Pursuant to Section 7 of that Letter Agreement,
Thamesedge and Lonrho agreed that the Thamesedge Note and Lonrho Notes would be
subordinated in right of payment to the prior payment in full of certain
obligations of Hondo.
London Australian & General Property
Company Limited - 2 -
This letter will serve to confirm that Section 7 of said Letter
Agreement was inadvertently included in said Letter Agreement and in
consideration for the extension of certain credit and the extension of the
maturity of obligations of the undersigned to LAGP, Section 7 is hereby
terminated.
Very truly yours,
HONDO OIL & GAS COMPANY
By: /s/ Xxxx X. Xxxx
------------------------------
Xxxx X. Xxxx, President
VIA VERDE DEVELOPMENT COMPANY
By: /s/ Xxxx X. Xxxx
------------------------------
Xxxx X. Xxxx, President
NEWHALL REFINING CO., INC.
By: /s/ Xxxx X. Xxxx
------------------------------
Xxxx X. Xxxx, President
Confirmed and accepted as of the date first above written:
LONDON AUSTRALIAN & GENERAL PROPERTY COMPANY LIMITED
By: /s/ R. E. Whiiten
------------------------------
R. E. Xxxxxxx, Director
