Re: Toreador Resources Corporation; Investment No. 25485 Amendment No. 1 to the Loan and Guarantee Agreement
Exhibit 10.1
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Xxxxxx 0, 0000
Xxxxxxxx Resources Corporation
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000 0000
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000 0000
Attention: | Xx. Xxxxxxx X. Xxxxxxx, Vice President, Finance & Accounting & CAO |
Dear Gentlemen:
Re: | Toreador Resources Corporation; Investment No. 25485 Amendment No. 1 to the Loan and Guarantee Agreement |
Reference is made to the Loan and Guarantee Agreement dated December 28, 2006
(the “Loan and Guarantee Agreement”), between Toreador Resources Corporation, Toreador
Turkey Ltd., Toreador Romania Ltd., Madison Oil France SAS, Toreador Energy France S.C.S,
Toreador International Holding Limited Liability Company (collectively the
“Obligors”), and International Finance Corporation (“IFC”).
Reference is further made to your letter dated June 28, 2007, whereby the parties
requested to amend the Loan and Guarantee Agreement to reflect a change in the current
ratio requirements using EBITDA to EBITDAX.
Terms defined in the Loan and Guarantee Agreement shall have the same meanings
ascribed thereto when used in this amendment letter.
Effective as of the date of this letter, it is hereby agreed as follows:
1. In Section 1.01 the definition of “EBITDA” is hereby deleted in its
entirety;
2. In Section 1.01 the definition of “Interest Coverage Ratio” is hereby
deleted and replaced in its entirety by the following:
“Interest Coverage Ratio” | for any Calculation Period, the result obtained by dividing the: | |||||
(i) | EBITDAX for such Calculation Period; by |
0000 Xxxxxxxxxxxx Xxx.,
X.X. • Xxxxxxxxxx, X.X. 00000 XXX • Phone
(000) 000-0000 • Facsimile: (000) 000-0000
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(ii) | the aggregate amount of all interest paid or payable for such period, net of any interest actually earned during such Calculation Period, | |||||
all such amounts calculated on a Consolidated Basis; “ |
3. Section 6.01(m)(iii) is hereby deleted and replaced in its entirety by the
following:
(iii) | Adjusted Financial Debt to EBITDAX ratio of not more than 3.0:1.0; |
Except as otherwise expressly provided herein, the provisions of the Loan and
Guarantee Agreement remain in full force and effect.
This amendment letter may be executed in several counterparts, each of which shall be
considered an original, but all of which together shall constitute one and the same
agreement.
Please confirm your acceptance of and agreement with the terms and conditions of this
amendment letter by signing below and returning it to IFC.
Very truly yours,
INTERNATIONAL FINANCE CORPORATION
/s/ Somit Varma
Somit Varma
Director
Oil, Gas, Mining, and Chemicals Department
Somit Varma
Director
Oil, Gas, Mining, and Chemicals Department
ACKNOWLEDGED AND AGREED
on this 9th day of August, 2007
on this 9th day of August, 2007
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TOREADOR RESOURCES CORPORATION
By: /s/
Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: VP Finance & Acct/CAO
Name: Xxxxxxx X. Xxxxxxx
Title: VP Finance & Acct/CAO
TOREADOR TURKEY LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Name: Xxxxxxx X. Xxxxxxx
Title: Director
TOREADOR ROMANIA LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Name: Xxxxxxx X. Xxxxxxx
Title: Director
MADISON OIL FRANCE SAS
By: /s/
Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: President
Name: Xxxxxxxx Xxxxxxx
Title: President
TOREADOR ENERGY FRANCE S.C.S.
By: /s/
Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: President
Name: Xxxxxxxx Xxxxxxx
Title: President
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TOREADOR INTERNATIONAL HOLDING LIMITED LIABILITY COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Name: Xxxxxxx X. Xxxxxxx
Title: Director