EX-10.10.2






     Exhibit 10.10.2








May 7, 2008




Midfield Supply ULC.

1600,101 — 6thAvenue S.W.

Calgary, Alberta

T2P 3P4




Attention: Dan Endersby



Dear Sir:



We refer to our Letter Agreement dated May 17.2007, amended by a first amending letter
agreement dated October 10, 2007 (as amended, the “Original Letter Agreement”), between Midfield
Supply ULC (the “Borrower”) and Alberta Treasury Branches (the “Lender”), and confirm our agreement to make the amendments described below, subject to the following terms and conditions. Capitalized
terms used herein without definition shall have the meeting given to them in the Original Letter
Agreement.





	1.	 	AMENDMENTS




Lender confirms the following amendments to the Original Letter Agreement:





	 	(a)	 	the Applicable Facility #1 Margin in section 2 of the Original Letter
Agreement is hereby deleted in its entirety and replaced with the following:





	 	 	 	 	 
	Ratio of Tangible Asset	 	 	 	 
	Value to outstanding	 	 	 	 
	Borrowings	 	Prime-based loans	 	Guaranteed Notes
	3 3.00:1
	 	0%
	 	1.50%
	3 2.50:1 but < 3.00:1
	 	0.25%
	 	1.75%
	3 2.00:1 but < 2.50:1
	 	0.50%
	 	2.00%







	 	(b)	 	the second paragraph of section 3 of the Original Letter Agreement is hereby amended by
deleting the words “February 28, 2008”, which refer to the Term Date, and replacing them with “May
31, 2009”;











 



Page 2



	 	(c)	 	the definition of “Fixed Charges” in section 16 of the Original Letter Agreement is
deleted in its entirety and replaced with the following:
	 
	 	 	 	““Fixed Charges” means the sum, when actually paid in the period, of interest expense,
principal payments on Borrowed Money (other than the Borrowings), income taxes (other
than income taxes in the amount of $3,448,878 paid by the Borrower in June 2007 which,
for the purposes of this definition, shall be deemed to have been paid in February 2007),
Capital Expenditures (except those financed with Borrowed Money other than the
Borrowings), Bonuses and Net Distributions less, when applicable, the one time payment in
the amount of $2,500,000 paid by Borrower in February 2008 relating to the Northern Debt
and less, when applicable, the one time payment in the amount of $500,000 paid (or to be
paid) by Borrower in July 2008 relating to the Hagan Debt.”; and
	 
	 	(d)	 	the following is added to section 16 of the Original Letter Agreement in the proper
alphabetical order:
	 
	 	 	 	““Hagan Debt” means the unsecured balance of the purchase price owing by Borrower to
1177903 Alberta Ltd., TJ Hagan Contracting Ltd., 993099 Alberta Ltd. and Scott Ritchie,
in the aggregate principal amount of $750,000, payable on or before May 1, 2008, bearing
interest thereon at the rate of 6% per annum from April 1, 2007, the whole in respect of
the acquisition by Borrower of all the issued and outstanding shares of each of Hagan
Oilfield Supply Ltd., 1048025 Alberta Ltd. and 1236564 Alberta Ltd.”; and
	 
	 	 	 	“Northern Debt” means the unsecured balance of the purchase price owing by Borrower to
Daryl Loney, Douglas Halwa and Don Dashney, in the aggregate principal amount of
$2,500,000, payable on or before February 1, 2008, bearing interest thereon at the rate
of 6% per annum from April I, 2007, the whole in respect of the acquisition by Borrower
of all the issued and outstanding shares of Northern Boreal Supply Ltd.”.






	2.	 	CONDITIONS PRECEDENT




This amendment to the Original Credit Agreement is conditional upon receipt of a duly executed copy
of this agreement.





	3.	 	REPRESENTATIONS AND WARRANTIES




Borrower represents and warrants to Lender that:





	 	(a)	 	the execution, delivery and performance by Borrower of this agreement has been duly
authorized by all necessary actions and does not violate Borrower’s governing documents or
any applicable laws or agreements to which Borrower is subject or by which Borrower is
bound; and
	 
	 	(b)	 	the obligations of Borrower under the Original Letter Agreement, as amended hereby, and
under the Security Documents are legal, valid and binding obligations of Borrower
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency
and other similar laws affecting creditors’ rights generally.






	4.	 	MISCELLANEOUS






	 	(a)	 	This amending agreement shall be governed by the laws of the Alberta.











 



Page 3



	 	(b)	 	This amending agreement may be executed in any number of counterparts and by different
parties in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together constitute one and the same instrument.
	 
	 	(c)	 	All terms and provisions of the Original Letter Agreement, except as amended hereby,
remain in full force and effect.






	5.	 	ACCEPTANCE




This offer is open for acceptance until May 16, after which date it will be null and void, unless
extended in writing by Lender.



Please confirm your acceptance of this amending agreement by signing the attached copy of this
letter ill the space provided below and returning it to the undersigned.



Yours truly,




	 	 	 	 	 
	 	ALBERTA TREASURY BRANCHES

 	 
	 	By:  	/s/ Corey J. Hilling
 	 
	 	 	Corey J. Hilling 	 
	 	 	Authorized Signatory	 



	 	 	 	 	 
	 	By:  	/s/ Dwayne Hoopfer
 	 
	 	 	Dwayne Hoopfer 	 
	 	 	Authorized Signatory	 
	 


We acknowledge and accept the foregoing terms and conditions as of May           ,2008.




	 	 	 	 	 
	 	MIDFIELD SUPPLY ULC

 	 
	 	Per: