EXHIBIT 10.2
BANK OF TEXAS, N.A.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
September 23, 2002
TOREADOR RESOURCES CORPORATION
TOREADOR EXPLORATION & PRODUCTION INC.
TOREADOR ACQUISITION CORPORATION
TORMIN, INC.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Re: Fourth Amendment to Loan Agreement
Ladies and Gentlemen:
This letter (this "Amendment") amends the loan agreement dated February
16, 2001, among TOREADOR RESOURCES CORPORATION, a Delaware corporation, TOREADOR
EXPLORATION & PRODUCTION INC., a Texas corporation, TOREADOR ACQUISITION
CORPORATION, a Delaware corporation, and TORMIN, INC., a Delaware corporation
(collectively "Borrowers"), and BANK OF TEXAS, NATIONAL ASSOCIATION ("Bank"), a
national banking association, as amended by the First Amendment dated November
8, 2001, a Second Amendment dated May 9, 2002, and a Third Amendment dated
August 1, 2002 (the "Loan Agreement"). Capitalized terms below have the meanings
assigned in the Loan Agreement.
1. Borrowing Base, Tranches, and Rates. (a) Effective as of the date of this
Amendment, Bank has set the Borrowing Base at $19,375,000.00, and the MCR will
continue at $150,000 per month, until reset by Bank in connection with the next
redetermination of the Borrowing Base. The next scheduled redetermination of the
Borrowing Base will be March 1, 2003.
(b) Subsection (a) of Section 1 of the Loan Agreement is
amended to eliminate the tranches and to modify the interest rates and thus to
read as follows:
"(a) Subject to the terms and conditions set forth in the Loan
Agreement
Toreador Resources Corporation, et al
September 23, 2002
Page 2 of 5
and the other agreements, instruments, and documents executed and
delivered in connection with the Loan Agreement (collectively the "Loan
Documents"), Bank agrees to make a revolving loan in the face amount of
$75,000,000.00 to Borrowers (the "Revolving Loan") on the terms set
forth in the Revolving Promissory Note attached as Exhibit A to this
Amendment (the "Revolving Note"), for the purposes set forth in the
Loan Agreement. All amounts owed on the Revolving Loan shall bear
interest from the date advanced until paid or until default or maturity
at a fluctuating rate equal to the sum of the Stated Rate (as defined
below), plus one percent (1.0%), but subject to the default rate set
forth in the Revolving Note. The "Stated Rate" shall be equal to the
greater of (i) the rate of interest per annum then most recently
established by XX XXXXXX XXXXX BANK as its "prime rate" on commercial
loans, or (ii) the sum of the rate of interest, then most recently
published by The Wall Street Journal as the "federal funds" rate for
reserves traded among commercial banks for overnight use, plus one half
of one percent (0.5 %), both as published in the Money Rates section of
The Wall Street Journal."
(c) Subsection (b) of Section 1 of the Loan Agreement is
amended to change the Borrowing Base and to eliminate the tranches and thus to
read as follows:
"(b) Subject to the terms and conditions of the Loan
Agreement, Borrowers may borrow, repay, and reborrow on a revolving
basis from time to time during the period commencing on the date hereof
and continuing through 11:00 a.m. (Dallas, Texas time) on February 16,
2006 (the "Termination Date"), such amounts as Borrowers may request
under the Revolving Loan; provided, however, the total principal amount
outstanding at any time shall not exceed the lesser of (i) the
aggregate sums permitted under the Borrowing Base, which is set at
$19,375,000.00 as of the date of this Amendment, or (ii) $75,000,000.
All sums advanced under the Revolving Loan, together with all accrued
but unpaid interest thereon, shall be due and payable in full on the
Termination Date."
(d) Notwithstanding any provisions to the contrary in the
Loan Agreement or the Revolving Note, until Bank
agrees otherwise in writing, all amounts owed on the
Revolving Note shall be treated as a "Stated Rate
Balance" as defined in the Revolving Note and shall
bear interest from the date advanced until paid or
until default or maturity at a fluctuating rate equal
to the sum of the Stated Rate, plus one percent
(1.0%), but subject to the default rate set forth in
the Revolving Note.
2. Collateral. (a) As security for the Notes, Borrowers previously executed the
Security Documents. Borrowers ratify and confirm the Security Documents,
acknowledge that they are valid, subsisting, and binding, and agree that the
Security Documents secure payment of the Notes and Loans.
Toreador Resources Corporation, et al
September 23, 2002
Page 3 of 5
(b) As additional security for the Notes, Toreador Exploration
& Production Inc. will execute and deliver a Deed of Trust and Security
Agreement in Proper Form, covering oil and gas properties located in Xxxxx
County, Kansas. This additional deed of trust will constitute one of the
"Security Documents" as defined in the Loan Agreement.
3. Conditions Precedent. (a) The obligation of Bank to make any further advance
on the Revolving Loan is subject to Borrower's satisfaction, in Bank's sole
discretion, of the following conditions precedent:
(1) the negotiation, execution, and delivery of Loan
Documents in Proper Form, including, but not limited to, the following:
(i) this Amendment;
(ii) Revolving Note;
(iii) Borrowing Resolutions; and
(iv) the Kansas Deed of Trust.
(2) satisfactory evidence that Bank holds perfected
liens and security interests in all collateral for the Loans, subject to no
other liens or security interests.
(3) there being no order or injunction or other
pending or threatened litigation in which there is a reasonable possibility, in
Bank's judgment, of a decision which could materially adversely affect the
ability of Borrowers to perform under the Loan Documents.
(4) Bank shall have completed and approved a review
of title to, and the status of the environmental condition of, Borrower's oil
and gas properties, and the results of such review shall be acceptable to Bank
in its sole discretion.
(5) Bank's receipt and review, with results
satisfactory to Bank and its counsel, of information regarding litigation, tax,
accounting, insurance, pension liabilities (actual or contingent), real estate
leases, material contracts, debt agreements, property ownership, and contingent
liabilities of Borrowers and any subsidiaries.
(b) Bank will not be obligated to make any advance on the
Loans, if, prior to the time that a loan or advance is made, (i) there has been
any material adverse change in any Borrowers' financial condition since the
most-recent financial statements furnished to Bank, (ii) any representations or
warranties made by any Borrowers in the Loan Agreement or the other Loan
Documents is untrue or incorrect as of the date of the advance or loan, (iii)
Bank has not received all Loan Documents appropriately executed
Toreador Resources Corporation, et al
September 23, 2002
Page 4 of 5
by Borrowers and all other proper parties, (iv) Bank has requested that
Borrowers execute additional loan or security documents and those documents have
not yet been properly executed, delivered, and recorded, or (v) an Event of
Default has occurred.
4. Confirmations. Borrowers hereby represent to Bank that all representations
and warranties of Borrowers set forth in Section 5 of the Loan Agreement are
true and correct as of the date of execution of this Amendment; and that
Borrowers are in compliance as of the date of execution of this Amendment with
all covenants set forth in Section 6 of the Loan Agreement, all financial
covenants set forth in Section 7 of the Loan Agreement, and all reporting
requirements set forth in Section 8 of the Loan Agreement.
5. Validity and Defaults. The Loan Agreement, as amended, remains in full force
and effect. Borrowers acknowledge that the Loan Agreement, the Notes, and the
Security Documents are valid, subsisting, and binding upon Borrowers; no uncured
breaches or defaults exist under the Loan Agreement, as amended; and no event
has occurred or circumstance exists which, with the passing of time or giving of
notice, will constitute a default or breach under the Loan Agreement, as
amended. Borrowers ratify the Loan Agreement, as amended.
6. Fax Provision. This Amendment and the related Loan Documents may be executed
in counterparts, and Bank is authorized to attach the signature pages from the
counterparts to copies for Bank and Borrowers and filing counterparts. At Bank's
option, this Amendment and the related Loan Documents may also be executed by
Borrowers in remote locations with signature pages faxed to Bank. Borrowers
agree that the faxed signatures are binding upon Borrowers, and Borrowers
further agree to promptly deliver the original signatures for this Amendment and
the related Loan Documents by overnight mail or expedited delivery. It will be
an Event of Default if they fail to promptly deliver all required original
signatures.
7. Captions. Captions are for convenience only and should not be used in
interpreting this Amendment.
8. Final Agreement. (a) In connection with the Loans, Borrowers and Bank have
executed and delivered this Amendment and the Loan Documents (collectively the
"Written Loan Agreement").
(b) It is the intention of Borrowers and Bank that this
paragraph be incorporated by reference into each of the Loan Documents.
Borrowers and Bank each warrant and represent that their entire agreement with
respect to the Loans is contained within the Written Loan Agreement, and that no
agreements or promises have been made by, or exist by or among, Borrowers and
Bank that are not reflected in the Written Loan Agreement.
(c) THE LOAN AGREEMENT, AS AMENDED, REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
Toreador Resources Corporation, et al
September 23, 2002
Page 5 of 5
If the foregoing correctly sets forth your understanding of our
agreement, please sign and return one copy of this letter.
Yours very truly,
BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
Senior Vice President
Agreed on this 23rd day of September, 2002:
BORROWERS:
TOREADOR RESOURCES CORPORATION
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx, Vice President
TOREADOR EXPLORATION & PRODUCTION INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx, Vice President
TOREADOR ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx, Vice President
TORMIN, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx, Vice President
Exhibits:
A - Revolving Note
