PLEDGE FEE AGREEMENT
Exhibit 10.20
This Pledge Fee Agreement (the “Agreement”), dated as of August 31, 2016, is entered into by and between Gundem Turizm Yatirim Ve Isletmeleri A.S., a Turkish joint stock company (“Pledgor”), and TransAtlantic Petroleum Ltd., a Bermuda exempted company with limited liability (the “Company”).
WHEREAS, the Company proposes to enter into that certain General Credit Agreement (the “Loan”) with DenziBank A.S. (the “Lender”);
WHEREAS, as a condition to providing the Loan to the Company, the Lender has required the Pledgor to pledge its ownership interests in the Gundem Resort Hotel, Asarlik Mevkii Gumbet, Bodrum, Turkey (the “Resort Property”) and the Muratli real estate (the “Real Estate,” and collectively with the Resort Property, the “Property”) as collateral for the Loan pursuant to that certain Pledge Agreement (the “Pledge Agreement”), by and between Pledgor and Lender dated as of the date hereof;
WHEREAS, the Lender and the Company have determined that the Resort Property has a value of $10.0 million and the Real Estate has a value of $5.0 million (collectively, the “Collateral Value”); and
WHEREAS, in order to induce the Pledgor to pledge the Property to the Lender as collateral for the Loan, the Company has agreed to pay the Pledgor a fee of 5.0% of the Collateral Value per annum (the “Pledge Fee”) in cash upon the terms set forth below.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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Payment of Pledge Fee. For so long as the Property is pledged to the Lender as collateral for the Loan, the Company hereby agrees to pay the Pledgor the Pledge Fee in cash on the last day of each month, beginning September 30, 2016. The Pledge Fee shall be pro-rated for any period of less than one month. |
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Direction of Pledgor. The Pledgor hereby directs the Company to pay the Pledge Fee directly to the equity owners of the Pledgor in the following percentages to the account(s) designated in writing to the Company from time to time by the following persons: |
N. Xxxxxx Xxxxxxxx, 3rd – 57.5%
Alexandria Xxxxxx Xxxxxxxx Xxxxxx – 10.0%
Xxxx Xxxxxx Xxxxxxxx, 4th – 10.0%
Xxxxxxxxx Xxxxxx Xxxxxxxx – 10.0%
Xxxxxxxxx Xxx Xxxxxx – 10.0%
Xxxxxx Xxxx – 2.5%
Pledge Fee Agreement – Gundem – Page 1
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foreclosed upon, and (iii) be entitled to recourse, reimbursement, exoneration, contribution, indemnification, and all other similar rights available under applicable law against the Company and each other guarantor of or for all or any part of the Loan; provided, that until the Loan has been paid in full, such rights are expressly made subordinate in form and substance and upon terms acceptable to Lender in its sole and absolute discretion if and to the extent required by the Loan documentation. Upon request by Pledgor from time to time, the Company agrees to enter into additional definitive documentation in support of the foregoing to ensure that Pledgor obtains all legal and economic benefits contemplated by this Agreement, including, without limitation, loan documentation on terms substantially similar to the Loan documents. |
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Income Seizure. In the event all or any part of the income derived from the Property has been foreclosed upon by or for the benefit of the Lender, Pledgor shall (i) be subrogated to all rights and liens that the Lender may have or may have had against the Company and each other guarantor of the Loan and all collateral or other security, and all rights of subrogation in or under any of the Loan documents or to participate in any way therein, and in all right, title or interest in or to any security for the Loan, (ii) be entitled to receive from the Company interest at the rate specified in the Loan documentation (i.e., the regular or default rate in effect at the time) with respect to any proceeds of any Property foreclosed upon, (iii) be entitled to continue to receive the Pledge Fee, and (iv) be entitled to recourse, reimbursement, exoneration, contribution, indemnification, and all other similar rights available under applicable law against the Company and each other guarantor of or for all or any part of the Loan; provided, that until the Loan has been paid in full, such rights are expressly made subordinate in form and substance and upon terms acceptable to Lender in its sole and absolute discretion if and to the extent required by the Loan documentation. Upon request by Pledgor from time to time, the Company agrees to enter into additional definitive documentation in support of the foregoing to ensure that Pledgor obtains all legal and economic benefits contemplated by this Agreement, including, without limitation, loan documentation on terms substantially similar to the Loan documents. |
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Property Appreciation. On an annual basis beginning on the date one year from the date of this Agreement, the Collateral Value shall be increased using the Turkey Consumer Price Index (“CPI”). When this determination is made, the principal amount of the loans described in Paragraphs 3 and 4 shall be modified to reflect the increase in value. |
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Sale of the Property. Pledgor reserves the right to assign, transfer or sell its interest in the Property at any time, subject only to the Lender’s approval. In the event such assignment, transfer or sale is made, the Company shall be obligated to replace the collateral with property approved by the Lender. |
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Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its principles regarding conflicts of laws. Venue of any action tried hereunder will be in Dallas County, Texas, whether in federal or state court. |
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Successors. All agreements of the Company and the Pledgor in this Agreement shall bind their successors and assigns. |
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No Waiver or Amendment. No waiver of any of the terms, provisions or conditions hereof, or any modification of such terms, provisions or conditions, shall be effective unless in writing and signed by a duly authorized officer of each party. |
Pledge Fee Agreement – Gundem – Page 2
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Entire Agreement. This Agreement represents the entire agreement between the parties, and supercedes and nullifies all prior representations, negotiations, proposals, and statements with regard to the Pledge of the Property. |
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Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. |
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[signature page follows]
Pledge Fee Agreement – Gundem – Page 3
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By: |
/s/ Xxxx X. Xxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxx |
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Title: |
Vice President, General Counsel & Corporate Secretary |
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Gundem Turizm Yatirim ve Isletmeleri A.S. |
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By: |
/s/ N. Xxxxxx Xxxxxxxx, 3rd |
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Name: |
N. Xxxxxx Xxxxxxxx, 3rd |
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Title: |
Chairman |
Pledge Fee Agreement – Gundem – Page 4
