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EXHIBIT 10.19
SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Credit Agreement ("Second Amendment") is
entered into between COMPASS BANK ("Bank" or "Lender") and TOREADOR ROYALTY
CORPORATION and TOREADOR EXPLORATION & PRODUCTION, INC. (collectively, the
"Borrower") and is dated December 15, 1998. Terms defined in the Loan Agreement
between the Lender and the Borrower dated November 13, 1997 (as amended, the
"Credit Agreement"), are used herein as therein defined unless otherwise
defined herein or the context otherwise requires.
R E C I T A L S:
WHEREAS, the Borrower has requested the Lender to modify the terms of
the Credit Agreement in certain respects; and
WHEREAS, the Lender is willing to amend the terms of the Credit
Agreement subject to the terms and conditions set forth herein,
NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:
1. Section 1.0 of the Credit Agreement is hereby amended by
adding thereto the following definition:
"Preferred Stock" means the Preferred Stock described in the
certificate of designations attached to the Second Amendment
as ANNEX A.
2. The lead-in for Section 2.6 of the Credit Agreement is hereby
amended as follows:
"2.6 COLLATERAL. Within 30 days after December 15, 1998, the
Borrowers will do the following:"
Clauses (a), (b), and (c) of such Section 2.6 shall remain
unchanged.
3. The Borrowing Base determined under Section 3.0 of the Credit
Agreement is $2,700,000 as of the date hereof.
4. Section 7.4 of the Credit Agreement is hereby amended by
adding the following sentence thereto:
"Notwithstanding the foregoing, Toreador Royalty Corporation
shall be permitted to form a Delaware corporation under the
name of "Tormin, Inc.", if all of the
SECOND AMENDMENT TO LOAN AGMT/TOREADOR ROYALTY CORP.
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outstanding common stock and other equity interests of
Tormin, Inc. are owned by Toreador Royalty Corporation."
5. Section 7.5 of the Credit Agreement is hereby amended by
adding thereto the following sentence:
"Notwithstanding the foregoing, on or about December 15,
1998, Toreador Royalty Corporation shall be permitted to
advance to its wholly owned subsidiary, Tormin, Inc., a
Delaware corporation, cash in the amount of up to $7,100,000
to be used by Tormin, Inc. to acquire certain mineral
interests from Xxxxxx Petroleum Corporation, the repayment of
which shall be evidenced by a promissory note of the Borrower
payable to Toreador Royalty Corporation."
6. Section 7.7 of the Credit Agreement is hereby amended in its
entirety:
"7.7 DIVIDENDS AND DISTRIBUTIONS. Make any distribution
(other than dividends payable in its capital stock or, if no
Event of Default or Potential Default exists or will exist as
a result thereof, cash dividends on the Preferred Stock) on
any shares of any class of its capital stock or apply any of
its property or assets to the purchase, redemption or other
retirement of any shares of any class of its capital stock."
7. GOVERNING LAW. THIS AGREEMENT AND THE NOTE SHALL BE DEEMED TO
BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT VERNON'S TEXAS CIVIL
STATUTES, ARTICLE 5069, CHAPTER 15 (WHICH REGULATES CERTAIN REVOLVING CREDIT
LOAN ACCOUNTS AND REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY.
8. JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH
RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO, OR FROM THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED, AT THE
SOLE DISCRETION AND ELECTION OF THE LENDER, IN COURTS HAVING SITUS IN DALLAS,
DALLAS COUNTY, TEXAS. THE BORROWER HEREBY SUBMITS TO THE JURISDICTION OF ANY
LOCAL, STATE, OR FEDERAL COURT LOCATED IN DALLAS, DALLAS COUNTY, TEXAS, AND
HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR
VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE LENDER IN ACCORDANCE WITH
THIS SECTION.
9. WAIVER OF RIGHTS TO JURY TRIAL. THE BORROWER AND THE LENDER
HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY
WAIVE ALL RIGHTS TO TRIAL BY
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JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT
RELATES TO OR ARISES OUT OF ANY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE ACTS OR OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH
RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR
THE LENDER ENTERING INTO THIS AGREEMENT.
10. Counterparts. For the convenience of the parties, this Second
Amendment may be executed in multiple counterparts, each of which for all
purposes shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same agreement.
11. Effect. Except as amended hereby, the Credit Agreement shall
remain unchanged and in full force and effect.
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SECOND AMENDMENT TO LOAN AGMT/TOREADOR ROYALTY CORP.
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12. ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF.
FURTHERMORE, IN THIS REGARD, THIS AGREEMENT AND THE OTHER WRITTEN LOAN
DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES
THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
IN WITNESS WHEREOF, this Second Amendment is deemed executed effective
as of the date first above written.
BORROWER:
TOREADOR ROYALTY CORPORATION
By: /S/ G. XXXXXX XXXXXX III
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Printed Name: G. Xxxxxx Xxxxxx III
Title: President
and
TOREADOR EXPLORATION & PRODUCTION, INC.
By: /S/ G. XXXXXX XXXXXX III
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Printed Name: G. Xxxxxx Xxxxxx, III
Title: President
LENDER:
COMPASS BANK
By: /S/ XXXXX X. XXXXX
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Printed Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
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