Amendment of Certificate of Limited Partnership

EX-99 5 ex99-3.htm AMENDMENT OF CERT. OF LIMITED PARTNER. OF EMPIRE Amendment of Certificate of Limited Partnership

AMENDMENT OF
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EMPIRE 1983 DRILLING PROGRAM

EMPIRE 1983 DRILLING PROGRAM, a Limited Partnership existing under the laws of the State of New York, pursuant to the provisions of Sections 113 and 114 of the New York Partnership Law, hereby amends its Certificate of Limited Partnership now of record in the Office of the Clerk of the County of Erie, State of New York, as follows:

1. Paragraph 4 of the Certificate now on file is deleted in its entirety and the following is added in its place:

"4. The name and place of residence of the General and Limited Partners are:

          The General Partner:

          Empire Exploration Company
          10 Lafayette Square
          Buffalo, New York 14203

          The Limited Partners:

          See Schedule A attached and made a part hereof."

2. Paragraph 6 of the Certificate now on file is deleted in its entirety and the following is added in its place:

“6. The amount of capital contributed to the Partnership by each Limited Partner is set forth on the attached Schedule A. Unless otherwise specified on Schedule A, each Limited Partner paid 50% of his capital contribution in cash and the balance of his capital contribution consisted of an interest bearing promissory note secured by an irrevocable letter of credit and an Assumption Agreement, the forms of which are attached as exhibits hereto.”

3. Paragraph 7 of the Certificate now on file is deleted in its entirety and the following is added in its place:

“7. No additional contributions need to be made by any Limited Partner.”

4. Paragraph 8 of the Certificate now on file is deleted in its entirety and the following is added in it s place:

“8. No time has been agreed upon for the return of the contributions of the Limited Partners.”

5. Paragraph 9 of the Certificate now on file is deleted in its entirety and the following is added in its place:

“9. The profits or other compensation by way of income of the Partnership for each fiscal year of the Partnership is allocated among the Limited Partners 95%, pursuant to their sharing ratio, which is determined-by dividing the contribution of a Limited Partner by the sum of all Limited Partners’ contributions.”

The foregoing amendment to the Certificate of Limited Partnership now on file is hereby adopted by all members of the Limited Partnership, including those members added hereby, to be effective on the filing of this Amendment in the Office of the Clerk of the County of Erie, State of New York, and on such filing to become a provision of the Partnership Agreement and of the Certificate of Limited Partnership.

In WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment this 21st day of December, 1983,

General  Partner                        All Limited Partners
                                        specified in Schedule A

EMPIRE   LOPATION COMPANY               By:  EMPIRE EXPLORATION COMPANY,
                                             their attorney-in-fact

By: Empire Exploration, Inc.
                                        By:  Empire Exploration, Inc.

By: /s/W. A. Ross
    Vice President                      By:  /s/W. A. Ross
                                             Vice President

ACKNOWLEDGMENT

STATE OF NEW YORK:
COUNTY OF ERIE   :SS.

On this 15^th day of December, 1983, before me personally came William A. Ross to me known, who being by me duly sworn, did depose and say that he resides at 185 South Cayuga Road, Williamsville, New York, that he is the Vice-President of EMPIRE EXPLORATION, INC., the General Partner of Empire Exploration Company; that it is the corporation described in and which executed the foregoing instrument on behalf of Empire Exploration Company; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.


                                /s/William C. Hultman
                                Notary Public

                                WILLIAM C.  HULTMAN
                                Notary Public, state of New York
                                Filed in Erie County
                                My Commission Expires March 30. 1984

SCHEDULE A

EMPIRE 1983 DRILLING PROGRAM
LIMITED PARTNERS

Alfaro, Santiago B. (Cash)
144 West Market Street, West Chester, PA 19380
$50,000.00

Allen, Robert F. and Dorothy
105 Briarwood Circle, Oak Brook, Ill. 60521
$50,000.00

Allison, Gary & Pamela
16450 Eugenia Way, Los Gatos, CA 95030
$50,000.00

Altman, Harold
729 Berry Street, Lemont, PA 16851
$200,000.00

Andwell Partners
Patrick Welsh & Bruce Anderson
10 Lewellyn Rd Summit, N.J. 07901
$100,000.00

Axelrad, Maurice
7114 Fairfax Road, Bethesda, MD 20814
$50,000.00

Aylward, Theodore D.
1900 Aspen Street, New Port Richey, FL 33552
$500,000.00

Bacci, F. P.
695 San Martin Place, Los Altos, CA 94022
$50,000.00

Bartek, Frederic John
337 West 20th Street, Apt. 3B, New York, NY 10011
$50,000.00

Beck, Steven J.
1316 Memorial Drive, Calumet City, Il. 60409
$50,000.00

Bell, Robert L.
4914 Stonecrest Terrace, St. Joseph, MO 64506
$100,000

Bower, Joseph
Baker Bridge Road, Lincoln, MA 01773
$50,000.00

Burgess, Ernest A.
600 - 35th Avenue, Seattle, WA 98122
$50,000.00

C and C, Investment Partnership
R.D. Cohen, 11802 Willow Point Way, Tampa, FL 33624
C.E. Cernuda 4930 Andros Drive, Tampa, FL 33629
$50,000.00

Caldwell, Donald B.
Rt. 1, Box 164, Earlysville, VA 22936
$50,000.00

Carlton, Raymond R.
3105 S.E. Carlton Street, Portland, OR 97202
$50,000.00

Carr, Arthur
44 Donnelly Drive, Dover, MA 02030
$50,000.00

Carr, William Edgar
10348 Xylon Rd., S. Bloomington, Mn. 55438
$50,000.00

Cattaneo, Anthony & Alison
224 Humboldt Street, San Rafael, Ca. 94901
$50,000.00

Chabot, Donald F.
13 Vista Road, Englewood, CO 80110
$50,000.00

Chamlin, M&R
3 Elton Road, Morrisville, Pa. 19067
$50,000.00

Chapin, Roy, Jr. (Cash)
234 Touraine Road, Grosse Pointe, MI 48236
$50,000.00

Cheney Partnership
R.D. 5 Jamestown, New York 14701
$50,000.00

Ciejek, Stanley
277 Beauchamp Terrace, Chicopee, MA 01020
$50,000.00

Clock, Frances, T. Trust (Cash)
Clock, Edwin H. Co-Trustee P.O. Box 893, Belvedere, CA 94920
$50,000.00

Cohn, George A.
S. Tudor Place, Buffalo, NY 14222
$50,000.00

Cotman, Robert J.
1206 Traver Ann Arbor, MI 48105
$50,000.00

C & S Investment Co.
119 Meridan Drive, Newark, DE 19711
$50,000.00

Culp, Clyde
5301 Cherry Blossom Trail, Nashville, Tenn. 37215
$50,000.00

Cutler, Melvin S.
15 Eaglehead Terrace, Shrewsbury, MA 01545
$50,000.00

Dekle, Patrick
1902 Canyonwood Court, Val Rico, FL 33594
$50,000.00

DeRose, Michael J.
4245 Clardon Drive, Clarence, NY 14031
$50,000.00

DeRose Food Brokers, Inc.
891 Delaware Ave, Buffalo, New York 14209
$50,000.00

Diamond, Harvey & Vicki (Cash)
14 Emerald Drive, Morganville, NJ 07751
$50,000.00

Dossey, Frank C.
4728 S. 67th E. Ave., Tulsa, Oklahoma 74145
$50,000.00

Elorriaga, John A.
4011 SW Downs View Court, Portland, OR 97221
$50,000.00

Ferrell, William
1125 Park Ave., New York, New York 10128
$50,000.00

Fox, James & Susan (Cash)
168 Woodbridge Avenue, Buffalo, NY 14214
$50,000.00

Gango, George & Jacqueline M.
2931 Vale Court, Lake Oswego, OR 97034
$50,000.00

Garrison, Henry B.
6422 S.W. Berlingame Place, Portland, Oregon 97201
$50,000.00

Gentry, Randall E.
4133 Carrollwood Village Drive, Tampa, FL 33624
$50,000.00

Georgas, John (Cash)
835 Ponte Vedra Boulevard, Ponte Vedra, FL 32082
$100,000.00

Goff, Robert
8020 Peninsula Drive, Traverse City, MI 49684
$50,000.00

Gold, Bernard
67 Silver Birch Road, Longmeadow, MA 01106
$50,000.00

Goldberg, Betty Jane
19 Lakeside Street, Haverhill, MA 02173
$50,000.00

Goode, Denny & Susan
12912 Topping Est. Drive, St. Louis, MO 63131
$50,000.00

Graulich, William III (Cash)
278 W. Hobart Gap Road, Livingston, NJ 07039
$50,000.00

Grayson, Richard C.
139 N. Central Unit P., St. Louis, MO 63105
$50,000.00

Gregory, George
16 Greenaway, Buffalo, NY 14226
$50,000.00

Haarala, Peter A.
15588 So. 45th Street, Afton Mn. 55001
$50,000.00

Hanifin, Patrick
321 Holcomb Road, Springfield, MA 01118
$50,000.00

Hansen, John S.
3530 S.W. 55th Drive, Portland, Oregon 97203
$50,000.00

Hayden, Steven C.
15609 Highland Heights Dr., Minnetoftka, Mn. 55343
$50,000.00

Heiam, Albert E.
4210 Sunnyside Rd. Edina, Mn 55424
$50,000.00

Henley, Robert J.
157 Atlantis Boulevard, Atlantis, FL 33462
$50,000.00

Herro Investments Partnership Ltd.
5115 North Central Avenue, Phoenix, Arizona 85012
$75,000.00

Holce, Thomas J.
8195 SW Ernst Road, Portland, OR 97225
$50,000.00

Book, Oliver F.
2308 Cuma Prieta Lane, Menlo Park, CA 94025
$50,000.00

Hudson, William N. Jr.
4985 Sheridan Drive, Williamsville, NY 14221
$50,000.00

Hunter, David
103 River Road, Scarborough, NY 10010
$50,000.00

Hurley, John L.
1920 Elmwood Avenue, Buffalo, NY 14207
$50,000.00

Irwin, Michael J.
3505 Oak Lane
Altoona, Pa. 16602
$50,000.00

Jage, Patrick S. (Cash)
2666 Mavor Lane Highland Park, Ill. 60035
$100,000.00

Jensen, Frank E.
55 North Brooklyn Avenue, Wellsville, NY 14895
$50,000.00

Johnson, Robert C. (Cash)
1155 Park Avenue, New York, NY 10128
$50,000.00

Johnson, Arnold A.
RR 6, Box 63, Brainerd, MN 56401
$100,000.00

Jones, Paul A.
1803 Wagner Road, Glenview, IL 60025
$75,000.00

Jones, Paul C.
232 Amity Street, Amherst, MA 01002
$50,000.00

Joy, Harry E. (Cash)
698 Swamp Creek Drive, Jamesboro, GA 30236
$50,000.00

Kent, Jerol E.
9300 Hunting Valley, North Clarence, NY 14031
$50,000.00

Kohn, Eugene A.
14 East 90th Street, New York, New York 10028
$50,000.00

Kostrevagh, C. Andrew
2020 Saxonia Lane, Kalamazoo, MI 49008
$50,000.00

Kuzmer, L.K.
3504 N.E. Royal Oaks Drive, Vancouver, WA 98662
$50,000.00

Lentz, Henry G.
2045 North llth Street, Reading, PA 19604
$50,000.00

Lentz, Mark J.
2045 North llth St. Reading, Pa. 19604
$50,000.00

Lewis, Sheldon & Suzanne
3711 Rose Court, Lafayette, Ca. 94549
$50,000.00

Lindley, Homer "Chris" E.
12131 S.W. Country Lane, Santa Ana, CA 92705
$150,000.00

Loeb, Alexander
578 Sarah Lane, Unit 202 St. Louis, MO 63141
$100,000.00

Lotz, Benno & Waltraud (Cash)
604 So. Colfax Street, Warsaw, IN 46580
$50,000

Lowe, Otto
Taft Drive, Short Hills, NJ 07078
$50,000.00

Lyle, Joseph L. Jr.
8104 Atlantic Avenue, Virginia Beach, VA 23451
$50,000.00

March, Elizabeth 0.
150 Mill Creek Lane, Chagrin Falls, OH 44022
$5OiOOO.OO

Margolis, Ronald (Cash)
945 Elford Drive, Seattle, WA 98177
$50,000.00

Markewicz, Fred & Doris
Rt. 24, Box 312, Chester, NJ 07930
$50,000.00

Matarazzo, Stanley M. (Cash)
477 Woodbine Road, North Stamford, CT 06903
$50,000.00

Matthews, Donald J. (Cash)
477 Woodbine, Stamford, Ct. 06903
$50,000.00

Maxwell, J.L., Jr.
711 Lakeshore Drive, Walnut Creek, Goldsboro, N.C. 27530
$50,000.00

Miller, Alfred & Maria (Cash)
700 7th Street, S.W., Apt. 814, Washington, DC 20024
$75,000.00

Miller, Yale
7909 Cornell, St. Louis, MO 63130
$50,000.00

Murray, Richard E.
409 Heath Street, Chestnut Hill, MA 02167
$50,000.00

Myer, James (Cash)
11914 W. 82nd Terrace, Lenexa, KS 66215
$50,000.00

Namay, N. Richard Jr.
517 Rogers Street, Lowell, MA 01852
$50,000.00

Niewald, Paul H.
2208 W. 69th Street, Mission Hills, KS 66208
$50,000.00

Noco Unlimited
700 Grand Island Boulevard, Tonawanda, NY 14150
$1,000,000.00

Paolucci, D.A.
5202 Redwing Drive, Alexandria, VA 22312
$50,000.00

Parker, Stephen B.
4875 E. Lake Harriett Blvd., Minneapolis MN 55409
$50,000.00

Petty, John R.
37 W. Lenox Street, Chevy Chase, MD 20815
$50,000.00

Pfitzenmaier, Erwin
3136 Tower View Dr. Atlanta, Ga 30324
$50,000.00

Phillips, Wayne Jr.
1276 Parkside Place, Virginia Beach, VA 23454
$50,000.00

Pope, Harold W.
22 Eaton Road, Amherst, NH 03031
$50,000.00

Prior, Cornelius B.
547 Third Street, Brooklyn, NY 12215
$50,000.00

Rau Trust
2183 Bryant Street, Palo Alto, CA 94301
$50,000.00

Ravitch, Donald N.
851 Traeger Avenue, Ste. 200, San Bruno, CA 94066
$50,000.00

Reagan, Jimmie G.
3710 Longview Drive, Atlanta, GA 303Al
$50,000.00

Reber, Daniel A.
c/o Central Fidelity Bank, P.O. Box 700, Lynchburg, VA 24505
$50,000.00

Reeves, Donnelly C. (Cash)
106 Ardith Dr. Orinda, CA 94563
$100,000.00

Reilly, Walter F.
48 Huron Drive, Chatham, NJ 07928
$50,000.00

Roberts, Jim W.
61 Troy View, Williamsville, NY 14221
$50,000.00

Rodman, Sylvia Lyon
19 East 72nd Street, New York, NY 10021
$50,000.00

Rooney, Fred B.
1350 Highland Place N.W., Washington, DC 20008
$50,000.00

Sachsse, Eckart
270 Park Drive, Longmeadow, MA 01106
$50,000.00

Schilling, Norman A. (Cash)
32367A Hamilton Ct #103 Solon, Ohio 44139
$50,000.00

Sellon, John A.
494 Forest Avenue, Rye, NY 10580
$50,000.00

Sexton, Delbert A.
2928 Buccaneer Road, Virginia Beach, VA 23451
$50,000.00

Shelley, Rulon Gene (Cash)
116 Bent Road, Sudbury, MA 01776
$50,000.00

Shumlin, George
R.D.3, Putney, VT 05346
$100,000.00

Siegel, Lawrence R.
1292 Southfield Place, Virginia Beacn, VA 23452
$50,000.00

1600 Investors Company
1600 Main Place Tower Buffalo, New York 14202
$100,000.00

Slater, William M. Trust
130 Palmetto Dunes Circle, Naples, FL 33962
$50,000.00

Smith, Carson
3211 S. Austin Amarillo, TX 79109
$50,000.00

Spang-Houser Investments
11710 Palmer Drive, Tampa, FL 33624
$200,000.00

Stecher, Vera J.
201A Washington Avenue, Renssalaer, NY 12144
$50,000.00

Stevens Trust (Cash)
61 Berkely Street, Nashua, NH 03060
$50,000.00

Surdam, John' L.
76 Lincoln Parkway, Buffalo, NY 14222
$50,000.00

Swartzendruber, W. H. (Cash)
3455 Hill Circle, Colorado Springs, CO 80904
$50,000.00

Sweeny, Frederic H.
7129 Gleason Rd. Edina, MN 55435
$50,000.00

Swink, Warren L.
4907 Longview Way, El Cajon, CA 92020
$50,000.00

Sycamore Trust VII
William F. Frain
77 Richard Eger Drive, Holyoke, MA 01040
$150,000.00

Szymkiewicz, George
6074 Riding Court, San Jose, CA 95124
$50,000.00

Thomas, Jimmy N.
c/o Central Fidelity Bank, P.O. Box 700, Lynchburg, VA 24505
$50,000.00

Thordarson, Norman K.
9917 Kenwanda Drive, Snohomish, Washington 98290
$75,000.00

Tinstman, Dale
#40 Bishop Square 3901 South 27th Street, Lincoln, NB 68502
$50,000.00

Trelawney, John
261 Hamilton Avenue #215, Palo Alto, CA 94301
$50,000.00

Turcotte, Norman L.
480 Donald Street, Bedford, NH 03102
$50,000.00

Wagner, Bruce E.
2331 Sea Island Drive, Ft. Lauderdale, FL 33301
$50,000.00

Wagner, Louis E. (Cash)
8 Eltham Drive, Eggertsv,ille, NY 14226
$50,000.00

Walker, J. T.
450 S. Gulfview Bld., Unit 1106, Clearwater, FL. 33515
$50,000.00

Wallace, Frank & Lorice (Cash)
4610 South Zunis, Tulsa, Okla. 74105
$50,000.00

Wallach, Larry & Brenda
8005 N.W. 72nd Street, Tamarac, FL 33321
$50,000.00

Wardynski, Raymond F.
300 Brompton Road, Williamsville, NY 14221
$100,000.00

Warzecha, L.W.
1056 Beaumont Road, Berwyn, PA 19312
$50,000.00

Watterson, Robert A.
840 Stirling Street, Coatesville, PA, 19320
$50,000.00

Watts, Kaighan & Marian
Route 3, Box 1002, San Antonio, Texas 78218
$50,000.00

Weise, Theordore L.
2932 Ashmont, Germantown, TN 38138
$50,000.00

White, Victor A. (Trust No. 4)
8 - 172nd Place, Hammond, IN 46324
$50,000.00

Wight, Albert B.
Anders Lane, Nashua, NH 03060
$50,000.00

Williams, Robert G.
151 Morningside Drive, Longmeadow, MA 01106
$50,000.00

Wilson, Richard
338 Beacon St. #3 Boston, MASS 02116
$50,000.00

Wukits, Victor A.
103 Point Vue Drive, Pittsburgh, PA 15237
$50,000.00

Yellen, Stephen I.
91 Deborah Road, Newton, MA 02159
$50,000.00

EXHIBIT A

NEGOTIABLE PROMISSORY NOTE

$_______________________________            Dated:  ____________, 1983

FOR VALUE RECEIVED, the undersigned (also referred to as “Maker”) promises to pay to the order of EMPIRE 1983 DRILLING PROGRAM, a limited partnership formed under the laws of the State of New York (the “Payee”), the principal sum of _________________, in lawful money of the United States plus interest (calculated on the basis of a 360 day year) on the unsaid principal balance hereof at the Prime commercial lending rate per annum of Empire of America FSA at Buffalo, New York as publicly announced to be in effect from time to time plus one-half percent (Prime plus 1/2%), but in no event to exceed the maximum amount permitted by law in the State of New York. The rate of interest shall change on the effective date of each and every chance in such prime rate, and the undersigned agrees that the Payee or subsequent holder shall not be obligated to notify the undersigned of any change in said prime rate. The calculation by the Payee or subsequent holder of this Promissory Note of the amount of accrued interest due on this Promissory Note shall be conclusive and binding on Maker.

Payment of this Promissory Note shall be made at Empire of America FSA, One Main Place, Buffalo, New York 14202, or such other place as the holder hereof may direct in writing and this Promissory Note shall be due and payable as follows:

Interest shall be accrued from the date this Promissory Note is first assigned or negotiated by the Payee and added to the unpaid principal balance hereof on January 1, 1984, and quarterly thereafter on the first day of April July, October and January of each year to and including October 1, 1985.

Accrued interest only from October 1, 1985 shall be due and payable on January 1, 1986 and quarterly thereafter on the first day of April, July, October and January of each year until the unpaid principal balance and interest is paid in full.

Unless sooner paid, the entire unpaid principal balance hereof plus accrued interest shall become due and payable on November 15, 1988.

The whole of said principal sum and interest shall be immediately due and payable at the option of the holder of this Promissory Note upon the failure of Maker to make any payment of principal or interest when due hereunder, or if the Letter of Credit, provided as additional security for this Promissory Note, is not renewed by the issuer thereof during the term of this Promissory Note. Maker of this Promissory Note shall have the right to repay in whole or in part at any time. No delay or failure on the part of the Payee or subsequent holder of this Promissory Note to exercise any right, option or remedy of the Payee or subsequent holder shall operate as a waiver thereof. If this Promissory Note or any interest payment becomes payable on a Saturday, Sunday or public holiday under the laws of the State of New York, then such payment shall be due on the next succeeding business day, and interest thereon shall be payable at the rate specified during such extension.

For value received, to secure the payment of this Promissory Note, Maker has granted a security interest in his limited partnership interest in Empire 1983 Drilling Program and does hereby irrevocably, assign to the Payee and any subsequent holder of this Promissory Note, any and all cash distributions to be received by the undersigned as a Limited Partner of Empire 1983 Drilling Program, all to be at applied by the Payee and any subsequent holder of this Promissory Note in the following order:

(a)

First, to the payment of all accrued but unpaid interest upon said Promissory Note, whether or not due and payable, and second, to the payment of principal resulting from the addition of accrued interest thereto, if any, and then

(b)

50% of the cash distribution remaining (if any), to the prepayment and reduction of the unpaid principal balance of this Promissory Note.

Said assignment is limited to the amounts set forth in (a) and (b) above. When and if the unpaid principal balance and accrued interest are paid in full, the above assignment shall thereafter be null and void.

The foregoing assignment secures, and the Maker agrees to pay on demand, all expenses (including reasonable expenses for legal services of every kind or other charges) of or incidental to, the sale or collection or realization upon the cash distributions so assigned or in any way related to the enforcement or protection of the rights of the Payee or subsequent holder hereunder. The Payee or subsequent holder may, without notice to Maker, sell, assign or transfer this note, with all the rights, remedies, security interests and liens provided for herein, and the Payee or subsequent holder shall thereafter be relieved and fully discharged from any liability or responsibilities herein.

Maker hereby authorizes the Payee or subsequent holder of this Promissory Note to file one or more financing statements to perfect the security interests contained herein without Maker’s signature thereon, and Maker agrees to do, file, record, make, execute and deliver all such acts, deeds, notices, instruments and financing statements as the Payee or subsequent holder may request in order to perfect and enforce the rights to the Payee or subsequent holder herein.

The Maker and each endorser hereby waives resentment, demand for payment, notice of dishonor, protest and notice of protest and of non-payment and consent is hereby given to any extension of this Promissory Note. This Note shall be governed by and construed under the laws of the State of New York.


                                        --------------------------------
                                        (Signature)



                                        --------------------------------
                                        Name (Please Print)



                                        --------------------------------
                                        Street and Number (Residence)



                                        --------------------------------
                                        City,  State  and Zip Code



 --------------------------------
 Signature guaranteed by:

EXHIBIT B

(Form of Irrevocable Letter of Credit)

(TO BE ON LETTERHEAD OF BANK)

Dated: ________________, 1983

Empire 1983 Drilling Program
10 Lafayette Square
New, York 14203

Gentlemen:

At the request of and for the account of ___________________________________, We hereby open our clean Irrevocable Letter Of Credit _______________________ in favor for a sum not exceeding ___________________________________________ plus interest (calculated on the basis of a 360 day year) at the prime commercial lending rate per annum of Empire of America FSA at Buffalo, New York as publicly announced to be in effect from time to time plus one-half percent (Prime plus ½%), but in no event to exceed the maximum amount permitted by law in the State of New York, which is available to you upon presentation of one or more of your sight drafts drawn on us. This Letter of Credit may be transferred or assigned by you to any person, firm or corporation upon written notice to us of such transfer or assignment.

This Credit applies to a Promissory Note payable to your order dated __________________________, 1983, executed by _____________________________________________________________ in the principal sum of $____________________and due and payable as follows:

Interest shall be accrued from the date the Promissory Note is first assigned or negotiated by the Payee and added to the unpaid principal balance on January 1, 1984 and quarterly thereafter on the first day of April, July, October and January of each year to and including October 1, 1985.

Accrued interest only from October 1, 1985 shall be due and payable on January 1, 1986, and quarterly thereafter on the first day of April, July, October and January of each year until the unpaid principal balance and accrued interest is paid in full.

Unless sooner paid, the entire unpaid principal balance plus accrued interest shall become due and payable on November 15, 1988.

The rate of interest on the Promissory Note shall chance on the effective date of each and every change in such prime rate and the issuer of this Letter of Credit agrees that the holder of the note is not obligated to notify such issuer of any change in said prime rate. The calculation by the holder of this Letter of Credit of the amount of accrued interest due pursuant to the Promissory Note shall be conclusive and binding on the issuer of this Letter of Credit.

Partial drawings are permitted under this Letter of Credit. Unless this Letter of Credit provides to the contrary below, sight drafts shall be accompanied by a signed statement from the holder that the amount set forth on the draft represents payments then due and unpaid pursuant to said Promissory Note. Drafts shall state “Drawn under ________________ Letter of Credit #_____________ dated _______________________________.

Except so far as otherwise expressly stated, this Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1974 Revision) international Chamber of Commerce Publication No. 290.

We hereby agree with drawers, endorsers and holders of all drafts drawn and delivered to us in compliance with the terms of this Credit that the same shall be duly honored on presentation to the drawee.

(INSERT EITHER CLAUSE "A" OR CLAUSE "B")

CLAUSE "A"

All Drafts must be drawn and presented on or before December 31, 1988, which date is the expiration date of this Letter of Credit.

CLAUSE "B"

All Drafts must be drawn and presented on or before the expiration date of this Letter of Credit. The expiration date of the initial primary term of this Letter of Credit is __________________ provided nevertheless that this Letter of Credit shall be deemed automatically renewed and extended without amendment for successive periods of one year each unless at least sixty days prior to the expiration date of either the initial primary term or of any renewal term hereof, you receive written notice by registered mail (addressed to Empire of America FSA, One Main Place, Buffalo, New York 14202, or at such other address as shall be specified by the Holder of this Letter of Credit), that we elect not to have this Letter of Credit renewed for such additional one year period. This letter of Credit will have a final expiration date of December 31, 1988. You may draw under this Letter of Credit at any time within forty-five days after receipt by you of such notice of non-renewal for the total unpaid principal balance of said Promissory Note plus accrued interest even though the same is not yet due and payable pursuant to the terms of said Note.


                                        Very truly yours,



                                        ---------------------------------
                                        Authorized Signature Bank Officer

EXHIBIT C

ASSUMPTION AGREEMENT

The undersigned, in consideration of credit given by EMPIRE OF AMERICA FSA (the “Bank”), having an address of One Main Place, Buffalo, New York 14202, to Empire 1983 Drilling Program, a New York limited partnership (the ‘Borrower’), having a mailing address at 10 Lafayette Square, Buffalo, New York 14203, which extension of credit is beneficial to and desired by the undersigned and to induce the Bank to extend such credit, hereby agrees to pay and to assume primary and personal liability for the prompt payment when due of a Proportionate share of any and all liability or indebtedness of the Borrower to the Bank now existing and hereafter arising under a certain promissory note in the principal amount of not more than FIVE MILLION DOLLARS ($5,000,000) dated effective November 30, 1983 (Letter of Credit Loan), such proportionate share shall be limited to the principal amount of ______________________DOLLARS ($___________________) plus interest at the prime commercial lending rate per annum of Empire of America FSA at Buffalo, New York as publicly announced to be in effect from time to time plus one-half percent (Prime plus 1/2%), but in no event to exceed the maximum amount permitted by law in the State of New York, less all amounts credited thereon (all or which is hereinafter called the “Indebtedness”) irrespective of any invalidity of the Indebtedness, the unenforceability thereof, or the insufficiency, invalidity, impairment or unenforceability of any security which might be given therefor by the Borrower. The undersigned’s share of or interest accrued on such Letter of Credit Loan is determined by taking the ratio which the outstanding balance on his Indebtedness from time to time bears to the outstanding balance on the aggregate Letter of Credit Loan. The rate of interest shall chance or. the effective date of each and every change in such or prime rate and the undersigned agrees the Borrower and the Bank shall not be obligated to notify the undersigned of any change in said prime rate. The calculation by the Borrower or the Bank of the amount of accrued interest due pursuant to this Assumption Agreement shall be conclusive and binding on the undersigned.

Payment of the indebtedness shall be made at Empire of America FSA, One Main Place, Buffalo, New York, 14202, or such other place as the Bank may direct in writing and, the Indebtedness shall be due and payable as follows:

Interest shall be accrued from the date the Promissory Note is first assigned or negotiated by the Partnership, and added to the unpaid principal balance hereunder on January 1, 1984 and quarterly thereafter on the first day of April, July, October and January of each year to and including October 1, 1985.

Accrued interest only from October 1, 1985 shall, be due and payable on January 1, 1986, and quarterly thereafter on the first day of April, July, October and January of each year until the unpaid principal balance and accrued interest is paid in full.

Unless sooner paid, the entire unpaid principal balance hereunder plus accrued interest shall become due and payable on November 15, 1988.

The whole of said Indebtedness shall become immediately due and payable at the option of the Bank upon the failure the undersigned to make any payment of the Indebtedness when due hereunder.

The Indebtedness represented hereby will be secured by an assignment to the Bank as collateral security of a certain promissory note executed and delivered by the undersigned in payment of a portion of his subscription to Empire 1983 Drilling Program. Any payment of principal or interest made on.such Promissory Note shall be credited against the Indebtedness outstanding hereunder, and the Indebtedness reduced accordingly.

The Indebtedness may be prepaid in whole or in part at any time without penalty at which time the Promissory Note and underlying Letter of Credit shall be released or reduced accordingly.

For value received, to secure the payment of the Indebtedness, the Undersigned does hereby assign to the Bank, any and all cash distributions to be received by the undersigned as a Limited Partner of Empire 1983 Drilling Program, all to be applied by the Bank in the following order:

(a)

First to the payment of all accrued but unpaid interest upon said Assumption Agreement, whether or not due and payable, and second, to the payment of principal resulting from the addition Of accrued interest thereto, if any, and then

(b)

50% of the cash distribution remaining (if any), to the prepayment and reduction of the unpaid principal balance of this Assumption Agreement.

Said assignment is limited to the amount s set forth in (a) and (b) above. When and if the unpaid principal balance and accrued interest are paid in full, the above assignment shall thereafter be null and void.

The foregoing assignment secures, and, the undersigned agrees to pay on demand, all expenses (including reasonable expenses for legal services of every kind or other charges) of or incidental to, the sale or collection, or realization upon, the cash distributions so assigned or in any way related to the enforcement or protection of the rights of the Bank hereunder.

The undersigned hereby authorizes the Bank to file one or more financing statements to perfect the security, interests granted herein without the undersigned’s signature thereon, and the undersigned agrees to do, file, record, make, execute and deliver all such acts, deeds, notices, instruments and financing statements as the Bank may request to order to perfect and enforce the rights to the Bank herein.

The undersigned’s obligation hereunder is an absolute, unconditional and continuing assumption of primary and personal liability for payment of the Indebtedness and any renewals, consolidations, modifications, and extensions thereof and, substitution therefor. If this Assumption Agreement is execute by more than one person, the obligation of each of the undersigned will be joint and several. And, notices to the Bank hereunder will be effective only if delivered, in writing, to the Bank.

The Bank will not be requires, before enforcing the liability of the undersigned hereunder, to exhaust the Bank’s remedies against the Borrower or any other person liable on the Indebtedness or attempt to collect on or resort to any security or the indebtedness. Payment by the undersigned hereunder will not entitle the undersigned by contribution, indemnification, subrogation or otherwise to any payment by the Borrower until such time as the Bank

has been paid in full amounts owing and payable to the Bank by the Borrower, contingently, absolutely or otherwise All moneys available to the Bank for application in payment or reduction of the Indebtedness may be applied by the Bank in such manner and in such amounts and at such time or times as the Bank may see fit to the payment or reduction of such of the Indebtedness as the Bank may elect.

The undersigned hereby waives presentment, demand for payment, protest and notice of protest and nonpayment of the Indebtedness and notice of acceptance of this Assumption Agreement by the Bank and consents to any and all extensions, renewals, substitutions, consolidations or modifications of the Indebtedness, and the release of any or all collateral securing payment of the Indebtedness, all without notice to the undersigned.

The Bank’s rights under this Assumption Agreement may be assigned, in whole or part, in conjunction with the assignment of the Indebtedness or any portion thereof. This Assumption Agreement will be binding on the undersigned and the undersigned’s heirs, personal representatives, successors and assigns and will inure to the benefit of the Bank and the Bank’s successors and assignee. All of the Bank’s rights hereunder are cumulative and not alternative. This instrument is executed and delivered as an incident to lending transaction negotiated and consummated in Buffalo, New York is to be construed according to the laws of the State of New York.

The undersigned hereby represents and warrants that the undersigned is a limited partner in the Empire 1983 Drilling Program.

The undersigned will not transfer, assign, convey, dispose or encumber all or any, part of the undersigned’s interest in the Borrower except with the Bank’s prior written consent.

Any suit, action or proceeding against the undersigned with this Assumption agreement, the loan, the notes or any judgement entered by any court in respect thereof may be brought in the courts of the State of New York, County of Erie, or in the United States Courts located in the State of New York as any bank or agent thereof in its sole discretion may elect, and the undersigned hereby submits to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. The undersigned hereby further irrevocably consents to the service of process in any

suit, action or proceeding arising out of or relating to this Assumption Agreement or any note brought in the courts located in the State of New York, County of Erie, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

The undersigned hereby appoints Empire Exploration Company, a New York Limited Partnership, general partner of the Borrower, as attorney-in-fact to do and perform, any and all acts necessary on behalf of the undersigned so that the undersigned’s proportionate share of the Borrower’s indebtedness wi11 be assumed in accordance with the terms of this Assumption Agreement.

This Assumption Agreement is in addition to all other Assumption Agreements given by the undersigned to the Bank. This Assumption Agreement can be modified only by a written instrument signed by the party to be charged hereby.

Executed and delivered effective as of the _________day of ____________ 1983.



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                                        Financing Limited Partner






Signature guaranteed by:



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