FORBEARANCE AGREEMENT
This
Forbearance Agreement (this “Agreement”)
dated
as of June 26, 2008, is by and among Tekoil
and Gas Gulf Coast, LLC,
a
Delaware limited liability company (the “Company”),
Tekoil
& Gas Corporation,
a
Delaware corporation, as guarantor (the “Parent”),
the
lenders party to the Credit Agreement described below (“Lenders”),
X.
Xxxx & Company,
as Lead
Arranger and as Syndication Agent (in such capacities, “Syndication
Agent”),
and
X.
Xxxx & Company,
as
Administrative Agent for such Lenders (in such capacity, the “Administrative
Agent”)
and as
counterparty to the Company under the ISDA Master Agreement referred to below
(in such capacity, “Lender
Counterparty”).
A. Reference
is made to that certain Credit and Guaranty Agreement dated as of May 11, 2007
among the Company, Parent, the Lenders, the Syndication Agent and the
Administrative Agent (as amended or supplemented to the date hereof, the
“Credit
Agreement”).
Reference is further made to that certain ISDA Master Agreement dated as of
May
11, 2007, between the Company and Lender Counterparty (as amended, supplemented,
or restated to the date hereof and together with all confirmations issued
thereunder, the “ISDA
Master Agreement”).
Reference is further made to that certain Limited Guaranty dated October 24,
2007, made by Xxxx Xxxxxxx (“Western”)
in
favor of the Administrative Agent for the benefit of the Lenders (the
“Western
Guaranty”).
B. Reference
is made to the “Existing
Defaults”
described in that certain Default Notice dated May 1, 2008 from Administrative
Agent to the Company, Parent and Western and to the “Defaults” and “Events of
Default” under the ISDA Master Agreement described in that certain Default
Letter dated June 11, 2008, from Lender Counterparty to Borrower and the prior
default letters referenced therein (collectively, the “ISDA
Defaults”).
C. Parent
filed a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code, 11 U.S.C. §§ 101, et
seq.
(the
“Bankruptcy
Code”)
on
June 10, 2008, In
re
Tekoil & Gas Corporation,
Case
No. 08-8-0270 (the “Parent
Bankruptcy”),
in
the United States Bankruptcy Court for the Southern District of Texas, Galveston
Division (the “Bankruptcy
Court”).
In
addition to the Existing Defaults and the ISDA Defaults, the Parent Bankruptcy
constitutes an Event of Default under the Credit Agreement and the ISDA Master
Agreement.
D. The
Company and Parent have requested that the Lenders, the Syndication Agent,
the
Administrative Agent and the Lender Counterparty, as applicable, forbear
exercising remedies under the Transaction Documents (other than the Western
Guaranty) with respect to the Parent Bankruptcy, the Existing Defaults and
the
ISDA Defaults for a limited period of time, subject to the terms and conditions
below.
E. The
Lenders, the Syndication Agent, the Administrative Agent and the Lender
Counterparty agree to the request of the Company and Parent to forbear
exercising remedies under the Transaction Documents (other than the Western
Guaranty) with respect to the Parent Bankruptcy, the Existing Defaults and
the
ISDA Defaults for a limited period of time, subject to the terms and conditions
below.
Section
1. Definitions
and Interpretations.
As used
in this Agreement, each of the terms defined in the opening paragraph and the
Recitals above shall have the meanings assigned to such terms therein. Each
term
defined in the Credit Agreement and used herein without definition shall have
the meaning assigned to such term in the Credit Agreement, unless expressly
provided to the contrary. Article, Section, Schedule, and Exhibit references
are
to this Agreement, unless otherwise specified. Section headings have been
inserted in this Agreement as a matter of convenience for reference only and
it
is agreed that such section headings are not a part of this Agreement and shall
not be used in the interpretation of any provision of this
Agreement.
Section
2. No
Waiver of Defaults or Events of Default.
The
execution, delivery and performance of this Agreement by the parties hereto
and
the acceptance by Administrative Agent, Syndication Agent, Lender Counterparty
and Lenders of the performance of the Company, Parent and Western herewith
(A)
shall not constitute a waiver or release by Administrative Agent, Syndication
Agent, Lender Counterparty and Lenders of
any
Default, Event of Default that may now or hereafter exist under the Transaction
Documents or
the
ISDA Master Agreement,
and (B)
shall be without prejudice to, and is not a waiver or release of, Administrative
Agent’s, Syndication Agent’s, Lender Counterparty’s and Lenders’ rights at any
time in the future after termination of this Agreement to exercise any and
all
rights conferred upon Administrative Agent, Syndication Agent, Lender
Counterparty and Lenders by the Transaction Documents or the
ISDA
Master Agreement
or
otherwise at law or in equity, including the right to institute foreclosure
proceedings, exercise its rights under assignments of production, exercise
its
rights under the UCC or other applicable law, call upon the Guarantees, and/or
to institute collection proceedings against any Person.
Section
3. Acknowledgment
of Events of Default.
The
Company and Parent agree and acknowledge that the Parent Bankruptcy, the
Existing Defaults and the ISDA Defaults currently exist.
Section
4. Forbearance.
(a) So
long
as this Agreement is not terminated as provided in Section
7,
Administrative Agent, Syndication Agent, Lender Counterparty and Lenders agree
that they will not exercise any rights or remedies under the Transaction
Documents (other
than the Western Guaranty) with
respect to the Parent Bankruptcy, the Existing and
the
ISDA
Defaults
for a
period beginning on the date first set forth above and ending on close of
business October 31, 2008 (the “Effective
Period”)
provided, the Lender Counterparty reserves the right to terminate, and the
Company will agree to terminate, any or all of the Hedging Contracts with Lender
Counterparty during the Effective Period.
(b) During
the Effective Period, Lenders shall have no Commitment to fund any Loans under
the Credit Agreement, except as set forth herein, and the Company shall not
be
required to make any regularly scheduled principal and interest payments due
to
the Lenders including any principal or interest payments due under the ISDA
Master Agreement except the Company shall pay monthly, on the first Business
day
of each month, commencing July 1, 2008, an amount equal to 100% of Monthly
Adjusted Net Cash Flow for the immediately preceding month to be applied by
Administrative Agent in its sole discretion against the Obligations in such
order as Administrative Agent may direct. “Monthly Adjusted Net Cash Flow” shall
be calculated as provided under the definition of Adjusted Net Cash Flow except
that it shall be computed on a monthly basis, not a quarterly basis.
(c) Since
the
occurrence of the first of the Existing Defaults, in conformance with the Credit
Agreement, and the ISDA Defaults, in conformance with the ISDA Master Agreement,
the Obligations have accrued interest at the Post-Default Rate or the “Default
Rate,” as applicable under the Credit Agreement and the ISDA Master Agreement.
From and after the date of this Agreement until the Effective Date or its is
otherwise terminated under the provisions of Section
7,
interest on the Obligations including without limitation, (i) to the extent
permitted by applicable Law, any accrued but unpaid interest payments on the
Obligations owed hereunder, and (ii) the average daily balance of the notional
amount of xxxxxx and all other unpaid amounts under ISDA Master Agreement,
shall
bear interest at the Effective Rate.
(d) Notwithstanding
anything in this Section
4 to
the
contrary, during the Effective Period the Company is, and shall remain,
obligated to pay and account to Royalty Owner for all proceeds attributable
to
the ORRI.
(e) Upon
the
termination of the Effective Period, or under the provisions of Section
7,
all
sums due and owing under the Notes and Transaction Documents shall be due and
payable in full without further notice, and Administrative Agent, Syndication
Agent, Lender Counterparty and Lenders
may
exercise any and all remedies available with respect to the Parent Bankruptcy,
the Existing Defaults under the Transaction Documents and the ISDA Defaults
under the ISDA Master Agreement, pursuant to applicable law, under equity,
or
otherwise.
(f) Administrative
Agent, Syndication Agent, Lender Counterparty and Lenders make no commitment
to,
and currently do not expect under any circumstances to, extend the duration
of
the Effective Period. Further, nothing in this Agreement constitutes a waiver
of
the Parent Bankruptcy, the Existing Defaults and the ISDA Defaults, or any
other
existing or future Defaults or Events of Default or a waiver of Administrative
Agent’s, Syndication Agent’s, Lender Counterparty’s and Lenders’ right to insist
upon compliance by all other relevant parties with each Transaction Document,
except as specifically set forth herein.
Section
5. Conditions
Precedent.
Notwithstanding any contrary provision herein, the forbearance described in
Section
3
above
does not become effective unless and until:
(a) The
representations and warranties by the Company and Parent in this Agreement
are
true and correct;
(b) Administrative
Agent receives counterparts of this Agreement executed by each party on the
signature page or pages of this Agreement;
(c) Administrative
Agent receives an original fully executed Disbursement Request in form of
Exhibit
A
hereto;
(d) The
Company and Parent shall execute the amendment to the Management Services
Agreement to provide for its termination, at the election of Administrative
Agent, upon the expiration of the Effective Period or other termination event
as
provided under Section
7 herein,
in form of the First Amendment to Management Services Agreement attached as
Exhibit
B;
and
(e) Administrative
Agent receives sufficient counterparts of original fully executed Instruction
to
Purchaser Letters completed with accurate information addressed to each of
the
Company’s current purchasers of production, gathering customers and other
account parties in form of Exhibit
D1 and
D2
hereto
directing payments to the Collateral Account.
Section
6. Covenants
during Effective Period.
(a) The
Company shall immediately grant Corporate Accounting Group (the “Financial
Advisor”)
full
access to all of the Company’s and Parent’s books, records and personnel. The
Financial Advisor shall report solely to the Administrative Agent and shall
have
no duties or obligations to the Company, Parent or Western.
(b)
Within
ten days from the date hereof, Parent shall execute an amendment to the Equity
Document in form satisfactory to Administrative Agent provide that (i) upon
the
expiration of the Effective Period or other termination event as provided under
Section
7 herein,
Parent shall resign effective immediately as the Managing Member of the Company,
without necessity of providing notice, written or otherwise and no acceptance
of
such resignation shall be necessary to make such action effective, (ii)
Administrative Agent shall have the option to designate Xxxxxxx Xxxxx & Co.
as the Managing Member or to appoint a non-member designee as Contract Managing
Member, and (iii) Parent shall execute such amendments, consents, election
ballots, or other documents as may be necessary, under the Equity Document
as
amended, to effectuate such resignation of Parent and designation of the new
Managing Member to be selected at Administrative Agent’s option in its sole
discretion upon the expiration of the Effective Period or other termination
event as provided under Section
7 herein.
(c)
Parent
shall use its best efforts to obtain the Bankruptcy Court’s approval of (i) the
assumption pursuant to section 365(a) of the Bankruptcy Code of the Equity
Document, as amended in accordance with the provisions above, and the Management
Services Agreement, as amended in accordance with Exhibit
B
attached
hereto, and (ii) this Agreement and all terms and conditions set forth herein,
by entry of an order by the Bankruptcy Court entered on or before July 25,
2008,
in form and substance acceptable to the Administrative Agent.
(d) The
Company shall within three (3) business days of this Agreement close and shall
cause the transfer all funds held by the Company in any banking accounts,
depository accounts or trust accounts, and all funds held for the benefit of
the
Company in any Affiliate or third party banking accounts, depository accounts
or
trust accounts into the Collateral Account maintained at Amegy Bank subject
to
the control agreement in favor of Administrative Agent dated May 11, 2007 (the
“Amegy
Control Agreement”);
provided, however, that the Parent shall not be required to close, or transfer
funds from, the Parent’s debtor-in-possession account opened and maintained by
the Parent in connection with the Parent Bankruptcy.
(e) The
Company shall within (3) business days of this Agreement provide a full
accounting of all revenue received in April, May and June, 2008 and the use
of
those funds, such accounting to be in form and substance acceptable to the
Administrative Agent.
(f) The
Company shall remit weekly reports delivered at 5:00 pm Houston, Texas time
on
Thursday of each week during the term of this Agreement regarding financial
and
operational matters, including a cash flow report and rolling 2-week and 13-week
cash flow forecasts in a format to be designated by, and which otherwise is
in
form and substance acceptable the Administrative Agent. Provided that the
Administrative Agent has approved the expenditures set forth in the rolling
2-week cash flow forecasts and given it prior written consent, the Company
shall
be permitted to use funds maintained in the Collateral Account to pay
expenditures set forth on the rolling 2-week cash flow forecasts.
(g) The
Company and Parent shall remit weekly reports delivered at 5:00 pm Houston,
Texas time on Thursday of each week during the term of this Agreement regarding
efforts to sell the Company or substantially all of the Company’s assets and/or
to refinance the Obligations, including without limitation, the Hedging
Contracts, including the names of potential purchasers, investors, or capital
providers and copies of any term sheets, correspondence (including electronic
correspondence) exchange in connection therewith in a format to be designated
by, and which otherwise is in form and substance acceptable the Administrative
Agent.
(h) Notwithstanding
any conditions to the contrary under Section 5.20 of the Credit Agreement,
upon
written notice from Lender Counterparty, the Company shall agree to mutually
terminate any or all of the existing Hedging Contracts and unless and until
such
written notification by Lender Counterparty, the Company shall maintain in
effect for their full term (and will not sell, assign, transfer or novate)
the
Company’s existing Hedging Contracts covering no less than 70.0% of Company’s
aggregate Projected Oil and Gas Production through the Maturity Date. Within
three business day after the date of this Agreement, the Company shall agree
to
terminate any Hedging Contracts in excess of the 70.0% level under an agreement
substantially in the form of the Partial Transaction Termination Agreement
attached hereto as Exhibit
C. From
time
to time thereafter, the Company shall terminate additional Hedging Contracts
as
may be necessary to comply with the 70% threshold based upon the Company’s
Project Oil and Gas Production as such production is projected in subsequent
Engineering Reports to be delivered after the date hereof pursuant to
Section
5.2(e)
of the
Credit Agreement.
(i) Within
30
days following execution of this Agreement, the Company shall retain a contract
operator satisfactory to Administrative Agent to operate the Company’s Oil and
Gas Properties under terms and conditions satisfactory to Administrative
Agent.
(j)
The
Company shall not enter into any agreements nor make any payments to Parent
or
Western or any of their respective affiliate(s) without the prior written
consent from Administrative Agent.
(k) The
Company shall not amend any production sales agreements or enter into any new
production sales agreements without Administrative Agent’s prior written
consent.
(l) The
Permitted G&A Expense Amount shall be $0, and there shall be no deduction
for Permitted G&A Expense Amount included in the calculation of ANCF
XXX.
(m) The
Company shall not make any capital expenditures from the Collateral or any
proceeds thereof, including without limitation, any ANCF Capital Expenditures,
without the Administrative Agent’s prior written consent. The Company may pay
certain pre-approved accounts payable up to an aggregate amount of $1,500,000
(the “Critical
Vendor A/Ps”)
described on Exhibit
E
hereto.
The Lenders, through the Administrative Agent, shall advance up to $1,500,000
to
the Company from time to time to pay Critical Vendor A/Ps or other expenditures
set forth on the Company’s 2-week rolling budget approved by Administrative
Agent. Notwithstanding the Administrative Agent’s prior termination of its
funding commitments under the Credit Agreement resulting from the Company’s
Defaults, any advances made to the Company by the Lenders under this Agreement
shall be deemed advances made under the Credit Agreement and shall be subject
to
the terms and conditions of the Credit Agreement.
(n) Parent
and the Company shall actively market the Company and/or substantially all
of
the Company’s Oil and Gas Properties and shall by:
(i)
July 21,
2008, retain a broker acceptable to Administrative Agent with regional or
national recognition of expertise in oil and gas asset dispositions (“Broker”)
on terms and conditions satisfactory to Administrative Agent;
(ii)
August
15, 2008, (a) prepare or cause to be prepared by the Broker a final offering
memorandum, (b) open or cause to be opened by the Broker a data room; and (c)
invite or cause Broker to invite prospective bidders for purposes of soliciting
offers to purchase the Oil and Gas Properties;
(iii) September
15, 2008, deadline for receiving or causing to be received by Broker indications
of interests from prospective buyers with a summary provided to the
Administrative Agent, in addition to any other information requested by the
Administrative Agent;
(iv) October
1, 2008, enter into a purchase and sale agreement with a bona fide purchaser
for
the sale of substantially all of the Oil and Gas properties in form and
substance satisfactory to Administrative Agent (“Approved Purchase and Sale
Agreement”), which shall require a minimum cash deposit of at least 5% of the
purchase price set forth in the Approved Purchase and Sale Agreement;
and
(v) October
31, 2008, consummate the Approved Purchase and Sale Agreement, without any
modifications, waivers or amendments to the Approved Purchase and Sale
Agreement, except to the extent agreed in writing by Administrative
Agent.
Section
7. Termination
of Limited Forbearance.
The
limited forbearance will terminate upon the expiration of the Effective Period
and shall be terminated upon the occurrence of any of the following events
described below, but in the latter case, only after Administrative Agent has
provided written notice of termination to the Company specifying the reasons
for
the termination:
(a) Any
event
or condition occurs on or after the date hereof which could be reasonably
expected to have a Material Adverse Effect, excluding any Material Adverse
Effect that exists as of the date of this Agreement.
(b) This
Agreement and the Parent’s assumption of the Equity Document, as amended, and
the Management Services Agreement, as amended, are not approved by the
Bankruptcy Court on or before July 25, 2008.
(c) Any
Default or Event of Default (other than the Parent Bankruptcy, the Existing
Defaults and the ISDA Defaults) exists.
(d) Any
representation or warranty of the Company or Parent set forth herein is not
true
and correct.
(e) Any
change in the current members of the Board of Directors of Parent except to
the
extent consented to by the Administrative Agent.
(f) The
Company or Parent fails to comply with any covenant set forth
herein.
The
Company and Parent acknowledge that upon the termination of the forbearance,
the
Administrative Agent, Syndication Agent, Lender Counterparty and Lenders may
exercise any and all remedies available under the Transaction Documents with
respect to the Parent Bankruptcy, Existing Defaults, the ISDA Master Agreement
with respect to the ISDA Defaults, or any other defaults under the Transaction
Documents, pursuant to applicable law, under equity, or otherwise.
Section
8. Ratification.
The
Company and Parent each (a) ratifies and confirms all provisions of the
Transaction Documents and
the
ISDA Master Agreement
applicable to such party, (b) ratifies and confirms that all guaranties,
assurances, and Liens granted, conveyed, or assigned to Administrative Agent
or
any Lender under the Transaction Documents or
the
ISDA Master Agreement
by the
Company, Parent or Western are not released, reduced, or otherwise adversely
affected by this Agreement and continue to guarantee, assure, and secure full
payment and performance of the present and future Obligations, as applicable,
(c) ratifies and confirms that Administrative Agent holds a valid and first
perfected lien and security interest in the Collateral Account and all other
proceeds from the Collateral and (d) agrees to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional
documents and certificates as Administrative Agent may request in order to
create, perfect, preserve, and protect those guaranties, assurances, and
Liens.
Section
9. Representations.
The
Company and Parent each represents and warrants to Administrative Agent,
Syndication Agent, Lender Counterparty and Lenders that as of the date of this
Agreement:
(a) The
Company represents and warrants that: (i) the execution, delivery and
performance of this Agreement and the other documents, instruments, certificates
and agreements required to be delivered by this Agreement ("Other
Documents")
and to
which the Company is a party are within the corporate power and authority of
the
Company and have been duly authorized by appropriate corporate action and
proceedings; (ii) this Agreement and the Other Documents to which the Company
is
a party constitute legal, valid, and binding obligations of the Company
enforceable in accordance with their respective terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the rights of creditors generally and general principles of equity;
and (iii) the liens under the Security Documents are valid and subsisting and
secure the Company's obligations under the Credit Agreement, the ISDA Master
Agreement, and the other Transaction Documents, including, without limitation,
the repayment of any advances made to the Company by the Lenders in accordance
with this Agreement.
(b) Parent
represents and warrants that (i) subject to approval by the Bankruptcy Court
to
the extent required under any provision of the Bankruptcy Code, the execution,
delivery and performance of this Agreement and the Other Documents to which
Parent is a party are within the corporate power and authority of Parent and
have been duly authorized by appropriate corporate action and proceedings;
(ii)
subject to approval by the Bankruptcy Court to the extent required under any
provision of the Bankruptcy Code, this Agreement and the Other Documents to
which Parent is a party constitute legal, valid, and binding obligations of
Parent enforceable in accordance with their respective terms, except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, or similar
laws affecting the rights of creditors generally and general principles of
equity; and (iii) the Liens under the Security Documents are valid and
subsisting and secure Company's obligations under the Credit Agreement, the
ISDA
Master Agreement, and the other Transaction Documents, including, without
limitation, the repayment of any advances made to the Company by the Lenders
in
accordance with this Agreement.
Section
10. Effect
on Transaction Documents and
ISDA Master Agreement;
Acknowledgments.
(a) The
Company and Parent each acknowledges that on the date hereof all Obligations
are
payable without defense, offset, counterclaim or recoupment.
(b) Except
as
set forth in Section
2
above,
the Lenders, Lender Counterparty, and Administrative Agent, Royalty Owner and
Warrant Owner hereby expressly reserve all of their respective rights, remedies,
and claims under the Credit Agreement, the ISDA Master Agreement, and the other
Transaction Documents. Nothing in this Agreement shall constitute a waiver
or
relinquishment of (i) any Default or Event of Default, or any “Event of Default”
or “Potential Event of Default” (as such terms are defined in the ISDA Master
Agreement), under the Credit Agreement, the ISDA Master Agreement, or any of
the
other Transaction Documents other than as expressly set forth in Section
2
above,
(ii) any of the agreements, terms or conditions contained in the Credit
Agreement, the ISDA Master Agreement, or any of the other Transaction Documents,
(iii) any rights or remedies of the Lenders, Lender Counterparty, Administrative
Agent, Royalty Owner, or Warrant Owner with respect to the Credit Agreement,
the
ISDA Master Agreement, and the other Transaction Documents, (iv) the right
of
Royalty Owner to all proceeds attributable to the ORRI, or (v) the rights of
each of the Lenders, the Lender Counterparty, and the Administrative Agent
to
collect the full amounts owing to it under the Credit Agreement, the ISDA Master
Agreement, and the other Transaction Documents.
(c) The
Company, Parent, the Lenders and Administrative Agent, each hereby adopts,
ratifies, and confirms the Credit Agreement, as amended hereby, and the Company,
Parent, and the Lender Counterparty each hereby adopts, ratifies, and confirms
the ISDA Master Agreement, and each of the foregoing parties acknowledges and
agrees that the Credit Agreement, as amended hereby, the ISDA Master Agreement
and the other Transaction Documents are and remain in full force and effect,
and
the Company and Parent each acknowledges and agrees that neither its liabilities
under the Credit Agreement, the ISDA Master Agreement, and the other Transaction
Documents nor the validity, perfection, or priority of any lien or security
interest securing the Obligations are impaired in any respect by this
Agreement.
(d) The
Company and Parent agree and consent to Administrative Agent, Lender
Counterparty, and the Lenders making such disclosures of information regarding
the Company and its business, including the Collateral to bona fide or potential
assignees, transferees, purchasers or participants in connection with a
contemplated assignment, transfer or participation in the Loans, any Hedging
Contracts, the Collateral including without limitation the Oil and Gas
Properties, the Warrants, the ORRI, or the Company.
(e) This
Agreement and each of the Other Documents is a Transaction Document for the
purposes of the provisions of the other Transaction Documents. Without limiting
the foregoing, any breach of representations, warranties, and covenants under
this Agreement shall be a Default or Event of Default, as applicable, under
the
Credit Agreement
and the
ISDA Master Agreement.
(f) The
Company acknowledges receipt of the notice attached hereto as Exhibit
F,
which
was sent by the Lender Counterparty to the Company on June 11, 2008, under
the
ISDA Master Agreement.
(g) The
Company and the Lender Counterparty agree and acknowledge that Section
12(a) of the ISDA Master Agreement shall be, and hereby is, amended to delete
the following parenthetical in the second and third lines thereof: "(except
that
a notice or other communication under Section 5 or 6 may not be given by
facsimile transmission or electronic messaging system)".
(h) The
Company and the Lender Counterparty further agree and acknowledge that Part
4(a)(ii) of the Schedule to ISDA Master Agreement shall be, and hereby is,
amended to add the following at the end of such clause: "Notwithstanding the
foregoing, all notices from Xxxx to Counterparty shall be deemed to be effective
upon delivery, by electronic messaging, facsimile or other means, to counsel
to
Tekoil, Neligan & Xxxxx LLP, 000 Xxxxx Xx. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxx 00000.
Section
11. Reaffirmation
of the Guaranty.
Parent
hereby ratifies, confirms, and acknowledges that its obligations under the
Guaranty is in full force and effect and that Parent continues to
unconditionally and irrevocably guarantee the full and punctual payment, when
due, whether at stated maturity or earlier by acceleration or otherwise, all
of
the Guaranteed Obligations.
Section
12. Miscellaneous.
(a) Counterparts.
This
Agreement may be signed in any number of counterparts, each of which shall
be an
original and all of which, taken together, constitute a single instrument.
This
Agreement may be executed by facsimile signature and all such signatures shall
be effective as originals.
(b) Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted pursuant to the Credit
Agreement or ISDA Master Agreement, as applicable.
(c) Invalidity.
In the
event that any one or more of the provisions contained in this Agreement shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement.
(d) Governing
Law.
THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.
THIS
AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THE NOTES, THE
ISDA MASTER AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.
THERE
ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[signature
pages to follow]
|
TEKOIL
AND GAS GULF COAST, LLC
|
|
|
By:
|
Tekoil
& Gas Corporation, its
|
|
Managing
Member
|
|
|
By:
|
|
|
Xxxx
Xxxxxxx
|
|
|
CEO
and Chairman of the Board of
|
|
|
Directors
|
|
|
GUARANTOR
|
|
|
TEKOIL
& GAS CORPORATION
|
|
|
By:
|
|
|
Xxxx
Xxxxxxx
|
|
|
CEO
and Chairman of the Board of
Directors
|
|
Signature
Page 1
|
as
Lead Arranger, Syndication Agent, Administrative
Agent,
Lender Counterparty and a Lender
|
|
|
By:
|
|
Signature
Page 2
EXHIBIT
A
Funds
Disbursement Request
JUNE
[__], 2008
Reference
is made to the Credit and Guaranty Agreement, dated as of May 11, 2007 (as
it
may be amended, supplemented or otherwise modified, the “Credit Agreement”: the
terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among TEKOIL
AND GAS GULF COAST, LLC.,
a
Delaware limited liability company (“Company”),
Tekoil & Gas Corporation and the other guarantors party thereto from time to
time, various lenders party thereto from time to time, X.
XXXX & COMPANY,
as Lead
Arranger and Syndication Agent, and X.
XXXX
& COMPANY,
as
Administrative Agent.
Section
2.19(a) (iv)
of the
Credit Agreement contemplates that Company may not instruct the administrator
of
the Collateral Account to transfer or disburse amounts from the Collateral
Account. Administrative Agent shall, subject to the provisions of subsection
Section
2.19(a)(v)
of the
Credit Agreement, transfer or disburse amounts from the Collateral Account
(or
such account of Administrative Agent into which such amounts are swept pursuant
to the Collateral Account Agreement) to Company’s operating account (or, in
Administrative Agent’s discretion, directly to the Persons entitled to receive
payment of such amounts) from time to time for use in the ordinary course of
Company’s business, subject to the terms and provisions of the Credit Agreement,
including the priority of payment provisions specified in Section
2.19(a)(iii)
of the
Credit Agreement.
Company
hereby requests that Administrative Agent authorize the transfer of $25,566.22 out
of
the collateral
Account to the Company’s operating account pursuant to the following wire
transfer instructions:
|
Financial
Institution Name:
|
Amegy
Bank National Association
|
|
ABA
Number:
|
000000000
|
|
From
Account Number:
|
0000000
|
|
Account
Name:
|
Collateral
Account
|
|
To
Account Number:
|
0000000
|
|
Account
Name:
|
Operating
Account
|
Company
hereby further authorizes Administrative Agent to log onto and access the
referenced depository bank’s web-based banking program in order to initiate such
transfer of funds. Attached hereto as Schedule
1
is a
proposed use of such funds itemized by the categories of approved expenses
detailed in the “ANCF”
(or
“Adjusted
Net Cash Flow”)
definition of the Credit Agreement, and Company hereby agrees to apply such
funds as set forth in such Schedule 1.
Exhibit
A 1
Tekoil
Forbearance Agreement
This
Funds Disbursement Request is executed as of the date first written
above.
| TEKOIL AND GAS GULF COAST, LLC | |
|
By:
|
|
| Name: Xxxxxx Xxxxxxx | |
| Title:CFO | |
Exhibit
A 2
Tekoil
Forbearance Agreement
SCHEDULE
1
EXPENSE
ITEMIZATION
|
Direct
Taxes paid on Properties or production of Hydrocarbons
|
$
|
-0-
|
||
|
Delay
rentals and lease bonuses payable that are included in the
APOD
|
$
|
-0-
|
||
|
ANCF
Capital Expenditures
|
$
|
-0-
|
||
|
ANCF
XXX
|
$
|
-0-
|
||
|
ANCF
XXX GLO/RRC
|
$
|
-0-
|
||
|
ANCF
Overhead Costs
|
$
|
-0-
|
||
|
ANCF
Transportation Costs (included in XXX)
|
$
|
-0-
|
||
|
Payments
owing under Hedging Contracts permitted under the Credit
Agreement
|
$
|
-0-
|
||
|
Interest
payable on the Loans together with payments, if any, due to Agents
and
Lenders under Section 2.9 of the Credit Agreement or under any similar
sections of any other Transaction Documents.
|
$
|
-0-
|
||
|
Permitted
Tax Distributions and any other Permitted Other
Distributions.
|
None
|
|||
|
Override/Royalty
Payments
|
$
|
25,566.22
|
||
|
Payment
of fees to Xxxxxxx Xxxxx
|
$
|
-0-
|
||
|
Payment
to Tekoil and Gas - Management Fee
|
$
|
-0-
|
Schedule
1
Tekoil
Forbearance Agreement
EXHIBIT
B
FIRST
AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
REFERENCE
IS MADE
to that
certain Management Services Agreement, dated May 11, 2007, by and between
TekOil
and Gas Corporation, a Delaware corporation (“Manager”),
and
TekOil and Gas Gulf Coast, LLC, a Delaware limited liability company,
(“Company”),
(together, “Parties”
or
singularly, “Party”),
as
same may be further amended from time to time, (“Services
Agreement”);
WHEREAS
by the
terms of the Services Agreement, entered into in connection with that certain
Credit Agreement of even date (“Credit
Agreement”)
between Company, as Borrower, Manager, as guarantor, the lenders party to the
Credit Agreement (“Lenders”),
X.
Xxxx & Company, as Lead Arranger, Syndication Agent, Administrative Agent
for such Lenders (“Agent”),
and
related Transaction Documents, as defined under the Credit Agreement, Manager,
an affiliate of the Company, agreed to provide management and general and
administrative support services for Company;
WHEREAS Manager
filed a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code, 11 U.S.C. §§ 101, et
seq.
on June
10, 2008, In
re
Tekoil & Gas Corporation,
Case
No. 08-8-0270 (“Parent
Bankruptcy”),
in
the United States Bankruptcy Court for the Southern District of Texas, Galveston
Division.
WHEREAS
the
Parent Bankruptcy constitutes an “Event of Default” under the Credit Agreement;
WHEREAS
on even
dated herewith Manager, Company, Xxxx X. Western, as a limited guarantor,
Lenders and Agent entered into a Forbearance Agreement (“Forbearance
Agreement”)
to
forbear exercising certain remedies under the Credit Agreement with respect
to
the Parent Bankruptcy and other Events of Default described therein for a
limited period of time, subject to the terms and conditions below; and
WHEREAS
as
a
requirement to, and as partial consideration for, entering into the Forbearance
Agreement, Lenders and Agent have required Manager and Company amend the Service
Agreement as more particularly provided in this First Amendment to Management
Services Agreement (“Amendment”).
NOW
THEREFORE,
for and
in consideration for the mutual covenants set forth below and other good and
valuable consideration in hand paid, the Parties agree as follows to amend
the
Services Agreement to be effective June __, 2008, (“Effective
Date”):
1. Defined
Terms.
All
capitalized terms not otherwise defined under this Amendment shall have the
same
meanings as defined in the Services Agreement.
2.
Amendments.
(a) Section
5
of the
Services Agreement is amended to delete the first sentence thereof and insert
the following in lieu therefor:
“The
respective rights, duties, and obligations of the parties hereunder shall
commence on the effective date hereof and shall continue until the earlier
to
occur of (i) the fourth anniversary of the effective date hereof, and (ii)
upon
written notice from Administrative Agent under the Credit Agreement following
termination of the Forbearance Agreement dated
June __, 2008, between Manager, the Company and others entered into in
connection with the Credit Agreement,
whether
upon expiration of the “Effective Period,” as defined therein, or the occurrence
of any other termination event as provided for in Section
7 of
the
Forbearance Agreement.”
Exhibit
B 1
Tekoil
Forbearance Agreement
3.
Representations
and Warranties.
The
Parties each represent and warrant to the other, with full knowledge that such
other Party is relying on the following representations and warranties in
executing this Amendment, as follows:
(a) It
has
the organizational power and authority to execute, deliver and perform this
Amendment, and all organizational action on the part of it requisite for the
due
execution, delivery and performance of this Amendment has been duly and
effectively taken.
(b)
This
Amendment does not and will not violate any provisions of any of the
organization documents of either Party or any contract, agreement, instrument
or
requirement of any governmental authority to which it is subject.
(c)
Other
than the approval of the Bankruptcy Court, execution, delivery and performance
of this Amendment does not require the consent or approval of any other person,
including, without limitation, any regulatory authority or governmental body
of
the United States of America or any state thereof or any political subdivision
of the United States of America or any state thereof.
4. Extent
of Amendment.
Except
as otherwise expressly provided herein the Services Agreement is not amended,
modified or affected. The Parties each hereby ratify and confirm that (i) except
as expressly amended hereby, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Services Agreement
remain in full force and effect.
5.
Execution and Counterparts.
This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart
of this Amendment by facsimile shall be equally as effective as delivery of
a
manually executed counterpart of this Amendment.
6. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the laws of
the
State of Texas, except to the extent that federal laws of the United States
of
America may apply.
7. Express
Beneficiaries.
Company
and Manager agree that Agent, each Lender, and each Lender Counterparty (i)
is
an express and intended third party beneficiary of the agreements made in this
Amendment (which benefits are immediate and not incidental), and (ii) has acted
in reliance upon its status as a third party beneficiary as set forth above
(including entering into the Forbearance Agreement).
8. NO
ORAL AGREEMENTS.
This
amendment represents the final agreement between the parties, and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements by such parties. There are no unwritten oral agreements between
such
parties.
Remainder
of page intentionally left blank. Signature pages
follow
Exhibit
B 2
Tekoil
Forbearance Agreement
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
| PARTIES: | ||
| TEKOIL & OIL CORPORATION | ||
| a Delaware corporation | ||
|
By:
|
|
|
| Xxxx Xxxxxxx, CEO and Chairman | ||
| of the Board of Directors | ||
| TEKOIL & OIL GULF COAST, LLC | ||
| a Delaware limited liability company | ||
|
By:
|
|
|
| Xxxx Xxxxxxx, CEO and Chairman | ||
| of the Board of Directors | ||
Exhibit
B 3
Tekoil
Forbearance Agreement
EXHIBIT
C
PARTIAL
TRANSACTION TERMINATION AGREEMENT
between
TEKOIL AND GAS GULF COAST, LLC
and
X.
XXXX & COMPANY
This
Partial Transaction Termination Agreement (this “Termination Agreement”) is made
and entered into as of June __, 2008, by and between TEKOIL AND GAS GULF COAST,
LLC (“TEKOIL”) and X. XXXX & COMPANY (“XXXX”).
Pursuant
to this Termination Agreement, the parties hereby agree to terminate the volumes
described on Annex A hereto in relation to the Transactions subject to
the ISDA
Master Agreement dated as of May 11, 2007 between XXXX and TEKOIL (the “ISDA
Master Agreement”) with XXXX Contract Reference No. 897282306 1 1 and XXXX
Contract Reference No. 897282314 1 1 (such Transactions, the “Transactions” and
such volumes to be terminated hereunder, the “Terminated Volumes”), together
with all obligations with respect to the Terminated Volumes under the ISDA
Master Agreement. Such termination shall be effective as of June __, 2008 (the
“Termination Date”).
In
consideration of such partial termination of the Transactions and the Terminated
Volumes, the following payment (the “Termination Payment”) shall be an amount
payable under the Master Agreement, subject to the terms thereof:
Termination
Payment: $____________
Payable
by: TEKOIL TO XXXX
Due
Date:
June __, 2008*
ABA
NO: 000000000
BANK
NAME: CITIBANK
CITY:
NEW
YORK
A/C
#: 09292521
ENTITY
NAME: X.XXXX
AND COMPANY, NEW YORK
*subject
to Forbearance Agreement (defined below).
The
parties have executed this Termination Agreement by their duly authorized
officers effective as of the date hereof. By execution of this Termination
Agreement, as modified by the terms of the Forbearance Agreement, the parties
acknowledge and agree to the amount of the Termination Payment and the method
of
payment thereof.
For
purposes of this Termination Agreement, “Forbearance Agreement” means that
certain Forbearance Agreement, dated as of June 26, 2008, by and among TEKOIL,
Tekoil & Gas Corporation, Xxxx Xxxxxxx, the lenders party to the Credit
Agreement described therein, Xxxx, as Lead Arranger, Syndication Agent,
Administrative Agent for such Lenders and as counterparty to TEKOIL under the
Master Agreement.
Exhibit
C 1
Tekoil
Forbearance Agreement
Upon
ARON’s receipt of the Termination Payment referred to above (as confirmed by
XXXX to TEKOIL in a written communication), XXXX agrees to release and discharge
Tekoil, its officers, directors, employees, agents, successor, assigns and
credit support provider from all its obligations, cause of action, loss, cost,
expense, liability, damage, claim or demand whatsoever in law or in equity
under
or related solely to the Terminated Volumes. For the avoidance of doubt,
TEKOIL’s obligations with respect to the Transactions (other than with respect
to the Terminated Volumes) shall remain unchanged. Apart from the Termination
Payment referred to above, no further payment (including any accrued amounts)
in
respect of the Terminated Volumes will be due or payable by either party to
the
other with respect to the Terminated Volumes.
Notwithstanding
the foregoing, TEKOIL’s payment obligations hereunder are subject to the terms
of the Forbearance Agreement, and further TEKOIL shall not be released and
discharged for such party’s liabilities and obligations (i) under the
Transactions which are related to volumes other than the Terminated Volumes
or
(ii) related the Terminated Volumes for the performance periods occurring prior
to the Termination Date, including accrued and unpaid obligations as set forth
in the June 11, 2008 letter from Xxxx to Tekoil attached to the Forbearance
Agreement and the additional letters referenced therein (including accrued
interest or other amounts thereon), and such non-released obligations set forth
in (i) and (ii) above shall continue to be performed by the parties in the
ordinary course of business in accordance with the Master Agreement.
The
parties acknowledge that they have voluntarily agreed to enter into this
Termination Agreement. The parties represent and warrant to the other that
the
delivery by each party of this Termination Agreement and the termination
contemplated hereby are not prohibited by, and do not violate any provision
or
result in the breach of, or acceleration of the performance required by the
terms of (i) any law or governmental order applicable to each respective party,
or (ii) the respective articles of incorporation, by-laws, articles of
organization, operating agreement, or organizational documents as applicable,
of
each party or any material contract, note, bond, mortgage indenture license
or
agreement to which each party is a party or is bound or by which any of the
assets is bound.
It
is
further represented to each party by the other that it has all of the necessary
power and authority under its respective articles of incorporation, by-laws,
articles of organization, operating agreement or organizational documents,
under
the laws of each respective party’s state of domestic jurisdiction and other
applicable laws to execute, deliver and perform this Agreement. The execution,
delivery and performance of this Termination Agreement have been duly authorized
by all necessary partnership, corporate or limited liability company action.
Each obligation of this Termination Agreement is a valid and binding obligation
of each such party, enforceable against each such party in accordance with
its
terms.
It
is
expressly understood and agreed that the termination and release of the
Confirmation shall not affect, impair or otherwise modify the respective rights,
obligations and liabilities of the parties for any other transactions between
the parties all of which shall remain unchanged and in full force and
effect.
Exhibit
C 2
Tekoil
Forbearance Agreement
The
terms
of this Termination Agreement shall be kept in confidence by the parties except
in order to comply with any applicable law, regulation, or any exchange,
transporter, control area or independent system operator rule or in connection
with any court or regulatory proceeding; provided, however, each party shall,
to
the extent practicable, use reasonable efforts to prevent or limit the
disclosure.
Capitalized
terms used but not defined herein shall have the meanings given such terms
in
the Master Agreement.
[Remainder
of Page Intentionally Left Blank. Signature Page to Follow.]
Exhibit
C 3
Tekoil
Forbearance Agreement
IN
WITNESS WHEREOF, TEKOIL and XXXX have executed this Agreement as of the date
first written above.
|
X.
XXXX & COMPANY
|
|
TEKOIL
AND GAS GULF COAST LLC
|
|
By:
__________________________
|
By:
___________________________
|
|
|
Name:
_________________________
|
Name:
__________________________
|
|
|
Title:
__________________________
|
Title:
__________________________
|
Exhibit
C 4
Tekoil
Forbearance Agreement
Annex
A
Termination
Schedule
|
Month-
Year
|
Gas
Volumes
|
|||
|
|
(mcf)
|
|||
|
|
|
|||
|
Jul-08
|
23,056
|
|||
|
Aug-08
|
22,441
|
|||
|
Sep-08
|
21,159
|
|||
|
Oct-08
|
20,815
|
|||
|
Nov-08
|
19,274
|
|||
|
Dec-08
|
19,457
|
|||
|
Jan-09
|
19,109
|
|||
|
Feb-09
|
17,097
|
|||
|
Mar-09
|
18,128
|
|||
|
Apr-09
|
16,847
|
|||
|
May-09
|
17,024
|
|||
|
Jun-09
|
16,117
|
|||
|
Jul-09
|
16,297
|
|||
|
Aug-09
|
15,948
|
|||
|
Sep-09
|
15,112
|
|||
|
Oct-09
|
15,768
|
|||
|
Nov-09
|
14,947
|
|||
|
Dec-09
|
15,131
|
|||
|
Jan-10
|
13,894
|
|||
|
Feb-10
|
11,914
|
|||
|
Mar-10
|
12,057
|
|||
|
Apr-10
|
11,491
|
|||
Exhibit
C 5
Tekoil
Forbearance Agreement
|
May-10
|
11,694
|
|||
|
Jun-10
|
11,147
|
|||
|
Jul-10
|
11,672
|
|||
|
Aug-10
|
11,525
|
|||
|
Sep-10
|
10,981
|
|||
|
Oct-10
|
10,960
|
|||
|
Nov-10
|
10,334
|
|||
|
Dec-10
|
10,485
|
|||
|
Jan-11
|
10,335
|
|||
|
Feb-11
|
9,322
|
|||
|
Mar-11
|
10,205
|
|||
|
Apr-11
|
9,734
|
|||
|
|
501,477
|
Exhibit
C 6
Tekoil
Forbearance Agreement
EXHIBIT
D-1
JOINT
INSTRUCTION LETTER
PURCHASERS
OF PRODUCTION
June
___,
2008
TO: The
Purchaser named on Schedule 1
Tekoil
and Gas Gulf Coast, LLC hereby authorizes and instructs you to make all payments
for purchases by you of oil, gas and other hydrocarbons accruing to all
interests of the undersigned, including but not limited to those properties
listed on the attached Schedule 1 (regardless of whether purchased before or
after your receipt of this letter) to:
|
Financial
Institution Name:
|
Amegy
Bank National Association
|
|
ABA
Number:
|
000000000
|
|
Account
Number:
|
0000000
|
|
Account
Name:
|
Tekoil
and Gas Gulf Coast, LLC Collateral
|
|
Account
|
The
undersigned hereby agree that you are relieved of any responsibility in
connection with the application or distribution of the amounts paid by you
as
hereinabove specified and hereby ratifies and confirms all assurances and
indemnities previously given for your benefit with respect to the application
and distribution of amounts paid by you.
These
instructions shall not be revoked or revised in any way whatsoever unless such
instructions are executed by both of the undersigned
parties.
|
TEKOIL
AND GAS GULF COAST, LLC
|
||
|
By:
Tekoil & Gas Corporation,
|
||
|
its Managing Member
|
||
|
By:______________________________
|
||
|
Name:
Xxxx Xxxxxxx
|
||
|
CEO
and Chairman of the Board of
Directors
|
||
Exhibit
X-0 0
Xxxxxx
Xxxxxxxxxxx Agreement
|
X.
XXXX & COMPANY
|
||
|
By:___________________________
|
||
|
Name:
|
||
|
Title:
|
||
Exhibit
X-0 0
Xxxxxx
Xxxxxxxxxxx Agreement
Receipt
of this document is
hereby
acknowledged by the
undersigned.
By:
____________________________________
Name:
_________________________________
Exhibit
X-0 0
Xxxxxx
Xxxxxxxxxxx Agreement
SCHEDULE
1
TO
JOINT
INSTRUCTION LETTER
PURCHASERS
OF PRODUCTION
|
Well/County/State
|
DOI
#/Purchaser ID No.
|
Exhibit
D-1 Schedule 1
Tekoil
Forbearance Agreement
EXHIBIT
D-2
JOINT
INSTRUCTION LETTER
TRANSPORTATION
CONTRACTS
June
___,
2008
TO: _____________________
Tekoil
and Gas Gulf Coast, LLC (“Tekoil”) hereby authorizes and instructs you to make
all payments for all fees owed to Tekoil pursuant to that certain [Production
Handling Agreement dated October 11, 2006, between St. Xxxx Xxxx &
Exploration Company and Masters Resources LLC - GC-103-0008][Gas Transportation
Contract dated May 22, 2006, between Masters Resources LLC and Xxxxxxx Energy
Partners II LP - GC-101-0003] (regardless of whether such amounts have accrued
before or after your receipt of this letter) to:
|
Financial
Institution Name:
|
Amegy
Bank National Association
|
|
|
ABA
Number:
|
000000000
|
|
|
Account
Number:
|
0000000
|
|
|
Account
Name:
|
Tekoil
and Gas Gulf Coast, LLC Collateral
|
|
|
Account
|
The
undersigned hereby agree that you are relieved of any responsibility in
connection with the application or distribution of the amounts paid by you
as
hereinabove specified
and
hereby ratifies and confirms all assurances and indemnities previously given
for
your benefit with respect to the application and distribution of amounts paid
by
you.
These
instructions shall not be revoked or revised in any way whatsoever unless such
instructions are executed by both of the undersigned
parties.
|
TEKOIL
AND GAS GULF COAST, LLC
|
||
|
By:
|
Tekoil
& Gas Corporation,
|
|
|
its
Managing Member
|
||
|
By:
|
||
|
Xxxx
Xxxxxxx,
|
||
|
CEO
and Chairman of the Board of
Directors
|
||
Exhibit
X-0 0
Xxxxxx
Xxxxxxxxxxx Agreement
|
X.
XXXX & COMPANY
|
||
|
By:
|
||
|
Title:
|
||
Exhibit
X-0 0
Xxxxxx
Xxxxxxxxxxx Agreement
Receipt
of this document is
hereby
acknowledged by the
undersigned.
By:________________________________________
Name:______________________________________
Title:_______________________________________
Exhibit
X-0 0
Xxxxxx
Xxxxxxxxxxx Agreement
EXHIBIT
E
CRITICAL
VENDORS LIST
|
-
Prosper
|
170,000
|
||||||
|
-
Xxxxx & Assoc.
|
15,000
|
||||||
|
-
Fuel for next 30 days
|
56,000
|
||||||
|
-
Peninsula
|
60,000
|
||||||
|
-
Xxxxx Pump Service
|
3,700
|
||||||
|
-
Xxxxx Petroleum
|
15,000
|
||||||
|
-
TransTech
|
60,000
|
||||||
|
-
Exterran
|
145,000
|
||||||
|
-
Marine Transport Svcs
|
12,000
|
||||||
|
-
Field Office Rent
|
5,000
|
||||||
|
-
Home Office Rent & Util.
|
3,000
|
||||||
|
-
Cathodic Protect
|
9,000
|
||||||
|
-
XX Xxxx (GLO)
|
10,000
|
||||||
|
-
Home Office Computers (Nova)
|
800
|
||||||
|
-
Reliant Energy
|
7,000
|
||||||
|
-
Afco / Xxxxxxxx
|
351,226
|
||||||
|
-
Xxxx Trading
|
58,000
|
||||||
Exhibit
E 1
Tekoil
Forbearance Agreement
EXHBIT
F
ISDA
MASTER AGREEMENT NOTICE
Exhibit
F 1
Tekoil
Forbearance Agreement
Exhibit
F 2
Tekoil
Forbearance Agreement
Exhibit
F 3
Tekoil
Forbearance Agreement
Exhibit
F 4
Tekoil
Forbearance Agreement
Exhibit F 5
Tekoil
Forbearance Agreement
Exhibit
F 6
Tekoil
Forbearance Agreement
Exhibit
F 7
Tekoil
Forbearance Agreement