EXHIBIT 10.27
To: Madison Energy France S.C.S.
(formerly Madison/Chart Energy S.C.S.) ("MEF")
(the "BORROWERS' AGENT")
To: Madison Oil Company Europe
Madison Oil France X.X.
Xxxxxxx Energy France S.C.S.
(the "BORROWERS")
To: Madison Oil Company ("MOC")
Madison Petroleum Inc.
Madison Oil Company Europe
Madison Oil France X.X.
Xxxxxxx Energy France S.C.S.
Madison (Turkey) Inc
Madison Oil Turkey Inc
(the "GUARANTORS")
To: Toreador Resources Corporation
(the "TOREADOR")
21 March, 2002
WAIVER AND CONSENT - VARIOUS ISSUES
We refer to the Revolving Credit Facility Agreement dated 30th March, 2001
between the Borrowers, the Guarantors, Barclays Capital as Arranger, the Banks
(as defined therein) and Barclays Bank PLC as Facility Agent, Technical Agent,
Ancillary Bank and US Security Trustee as amended (the "CREDIT AGREEMENT"). We
also refer to a waiver and consent letter dated November, 2001 relating to the
merger of MOC with Toreador (the "MERGER WAIVER LETTER").
All of the Banks, the Ancillary Bank and the Hedging Bank, have authorised the
Facility Agent to enter into this letter on their behalf.
1. In this letter, unless otherwise defined or the context otherwise
requires:
(a) terms defined or used in the Credit Agreement have the same
meaning in this letter;
(b) references to specific numbered clauses are clauses of the
Credit Agreement;
(c) references to paragraphs are, unless stated otherwise,
references to paragraphs of this letter;
(d) references to the Merger Agreement, the Voting Agreement, the
Toreador Subordinated Revolving Credit Agreement, the Toreador
Subordinated Revolving Credit Note and the Subordination and
Support Agreement are as each of those terms are defined in
the Merger Waiver Letter;
(e) "EQUITY ISSUE PROCEEDS" means the proceeds (whether in cash or
in kind) of any equity or capital issue (to include, without
limitation, share placement, the issue of preferred stock or
subordinated loan stock or any other similar instrument) (the
"EQUITY ISSUE");
(f) "EQUITY ISSUE PROCEEDS RECEIPT DATE" means the date on which
Toreador or any of its subsidiaries has, since the date of
this letter, received Equity Issue Proceeds which in aggregate
equal or exceed $5,000,000;
(g) "FRENCH PERMITTED PAYMENTS" means:
(i) the costs referred to in paragraphs (a)(i) and (b) of
the definition of "Permitted Payment" in the Credit
Agreement; and
(ii) any general and administrative expenditure relating to
any Borrowing Base Interest, Borrowing Base Petroleum
or Borrowing Base Asset.
(h) "TRINIDADIAN PERMITTED PAYMENTS" means
(i) the costs referred to in paragraph (a)(i) of the
definition of "Permitted Payment" in the Credit
Agreement except that reference to Borrower Borrowing
Asset, Borrowing Base Petroleum or Borrowing Base
Interest in that definition shall be construed as a
reference to Trinidadian Interest, Trinidadian
Petroleum and Trinidadian Asset);
(ii) any taxes payable by Trans Dominion Holdings Ltd; and
(iii) any general and administrative expenditure relating
to any Trinidadian Interest, Trinidadian Petroleum
and Trinidadian Asset.
(i) "TURKISH PERMITTED PAYMENTS" means:
(i) the costs referred to in paragraph (a)(i) of the
definition of "Permitted Payment" in the Credit
Agreement except that reference to Borrower Borrowing
Asset, Borrowing Base Petroleum or Borrowing Base
Interest in that definition shall be construed as a
reference to Turkish Interest, Turkish Petroleum and
Turkish Asset);
(ii) any taxes payable by MOTI and Madison Turkey; and
(iii) any general and administrative expenditure relating
to any Turkish Interest, Turkish Petroleum and
Turkish Asset.
(j) "TURKISH/TRINIDADIAN ASSET" means:
(i) (A) the Cendere oil field in Turkey;
(B) the Zeynel oil field in Turkey;
(C) the Boyabet oil field in Turkey; and
(D) the Thrace Basin in Turkey,
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(each a "TURKISH ASSET"); and
(ii) the Bonasse oil field in Trinidad and Tobago and the
related Southwest Cedros Peninsular Exploration
Licence (the "TRINIDADIAN ASSET");
(k) "TURKISH/TRINIDADIAN INTEREST" means:
(i) all of the Obligors' present and future interest in a
Turkish Asset and all agreements, facilities or
insurances relative to that Turkish Asset or to
Turkish Petroleum (the "TURKISH INTEREST"); and
(ii) all of the Obligors' present and future interest in a
Trinidadian Asset and all agreements, facilities or
insurances relative to that Trinidadian Asset or to
Trinidadian Petroleum (the "TRINIDADIAN INTEREST");
(l) "TURKISH/TRINIDADIAN PETROLEUM" means:
(i) in respect of a Turkish Asset, all petroleum won and
saved from that Turkish Asset that accrues to the
Turkish Interest in that Turkish Asset (including,
without limitation, any such petroleum that is royalty
petroleum) ("TURKISH PETROLEUM"); and
(ii) in respect of a Trinidadian Asset, all petroleum won
and saved from that Trinidadian Asset that accrues to
the Trinidadian Interest in that Trinidadian Asset
(including, without limitation, any such petroleum
that is royalty petroleum) ("TRINIDADIAN PETROLEUM");
and
(m) "WARRANT" means the warrants to be issued pursuant to the
Warrant Letter; and
(n) "WARRANT LETTER" means the warrant letter dated on or about
the date hereof between Toreador and the Arranger.
2. Subject to the terms and conditions of this letter, Barclays Bank PLC,
as Facility Agent confirms its consent to the merger of Toreador and
MOC detailed in paragraph 2 of the Merger Waiver Letter and confirms
that the Banks have agreed to waive the following Events of Default:
(a) the Events of Default detailed in paragraph 2 of the Merger
Waiver Letter;
(b) under paragraphs 12(f) and 12(C) of the Merger Waiver Letter
constituted by:
(i) failure by the Obligors to deliver, in accordance with
paragraph 3(b) of the Merger Waiver Letter, evidence
satisfactory to the Facility Agent that the agreements
referred to in paragraph 3(b)(i) of the Merger Waiver
Letter have been duly executed by each party (other
than the Finance Parties) to the relevant agreement,
and a legal opinion in a form and substance
satisfactory to the Facility Agent in relation to each
of those agreements, on or before 15th January, 2002;
and
(ii) failure by MOC to deliver, in accordance with
paragraph 9(a) of the Merger Waiver Letter, a
certified copy of each of the documents referred to
that paragraph within 2 Business Days of the date of
the Merger Waiver Letter;
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(c) the Event of Default detailed in paragraph 10(a) of the Merger
Waiver Letter; and
(d) under paragraph 13(b) of the Merger Waiver Letter, constituted
by failure by MOCE to procure, in accordance with paragraph
10(b) of the Merger Waiver Letter, that Madison Turkey has
transferred all of its assets, liabilities, business and
undertakings to MOTI, and that Madison Turkey has been wound
up and dissolved, by 15th January, 2002.
3. The Obligors undertake to deliver to the Facility Agent, on or before
31st March 2002:
(a) evidence satisfactory to the Facility Agent that the Merger
Agreement, the Voting Agreement, the Toreador Subordinated
Revolving Credit Agreement, the Toreador Subordinated
Revolving Credit Note and the Subordination and Support
Agreement have each been duly executed by each party (other
than the Finance Parties) to the relevant agreement; and
(b) a legal opinion from a reputable law firm in a form and
substance satisfactory to the Facility Agent in relation to
each of the agreements mentioned in paragraph (a) above.
4. MOC undertakes to deliver to the Facility Agent, on or before 31st
March 2002, a certified copy of each of the Merger Agreement, the
Voting Agreement, the Toreador Subordinated Revolving Credit Agreement
and the Toreador Subordinated Revolving Credit Note.
5. MOCE undertakes to procure that, by no later than 31st October, 2002:
(a) Madison Turkey shall have transferred all of its assets,
liabilities, business and undertakings to MOTI and shall be
wound up and dissolved; and
(b) that MOTI shall have discharged in full all of the
consideration for that transfer.
6. The Calculation Dates due to occur (in accordance with paragraph 6(a)
of the Merger Waiver Letter) on 28th February, 2002 and (in accordance
with the Credit Agreement) on 30th June, 2002 shall be consolidated and
amended to be the earlier of:
(a) the date which is 21 days after the Facility Agent notifies
the Borrower's Agent that there has been an Event of Default
and that it requires a new Forecast to be prepared;
(b) the date which is 21 days after the date on which Toreador
fails to pay an amount in accordance with paragraph 12(b)
below;
(c) the date which is 21 days after the Equity Issue Proceeds
Receipt Date; and
(d) if by 10th October, 2002, none of the events in paragraphs
(a), (b) or (c) above have occurred, 31st October, 2002.
7. The Repayment Dates due to occur (in accordance with paragraph 6(b)(i)
of the Merger Waiver Letter) on 7th March, 2002 and (in accordance with
Clause 6.1) on 7th July, 2002 shall be consolidated and amended to be:
(a) if paragraph 6(a), (b) or (c) above applies, 7 days after the
Calculation Date as determined in accordance with paragraph
6(a), (b) or (c) above (as the case may be); and
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(b) if paragraph 6(d) above applies, 7th November, 2002.
8. If paragraph 6(a), (b) or (c) above apply, the Credit Agreement shall
be deemed to be amended for that Calculation Date only as follows:
(i) the reference to "45 days" in Clause 16.2(a) (Preparation and
approval of Forecasts) shall be deemed to be a reference to
"21 days";
(ii) the reference to "28 days" in Clause 16.2(b) (Preparation and
approval of Forecasts) shall be deemed to be a reference to
"12 days";
(iii) in Clause 16.2(c) (Preparation and approval of Forecasts), the
words "7 days after the notification" shall be deleted and the
following words inserted in their place:
"5 days after the notification"; and
(iv) in Clause 16.2(c) (Preparation and approval of Forecasts), the
words "7 days after receipt of the draft Forecast" shall be
deleted and the following words inserted in their place:
"4 days after receipt of the draft Forecast".
9. (a) For the Repayment Date arising after a Calculation Date
determined in accordance with paragraph 6(a), (b) and (d)
above only, the Credit Agreement shall be deemed to be amended
as follows in Clause 6.1(a)(ii)(B) (Repayment), the words "the
6-months' period ending on the last Calculation Date before
that Repayment Date" shall be deleted and the following words
inserted in their place:
"the period beginning on 31st July, 2001 and ending
on the last Calculation Date before that Repayment
Date"; and
(b) If, from the date of this letter until the next Calculation
Date, any amounts are received as contemplated under Clause
7.2(c) then Clause 7.2(d)(iii) (Mandatory prepayment), shall
be amended so that the words "the 6 months' period ending on
the next Calculation Date" shall be deleted and the following
words inserted in their place:
"the period beginning on 31st July, 2001 and ending
on the next Calculation Date".
(c) For the Calculation Date determined in accordance with
paragraph 6(c) above only, Clause 6.1 of the Credit Agreement
shall be deemed to be amended so that the amount the Borrowers
are required to repay pursuant to that Clause is the amount
required (if any) to ensure that Total Indebtedness does not
exceed the Borrowing Base Amount for the time being ("EQUITY
PREPAYMENT AMOUNT").
10. (a) Toreador undertakes in favour of the Banks and MOC to pay to
MOC (and for the avoidance of doubt MOC undertakes to pay to
the Facility Agent) and the Banks an amount equal to the
Equity Prepayment Amount so that the Obligors may comply with
their repayment obligations under the Credit Agreement (as
amended by this letter and in particular paragraph 9(c)
above).
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(b) Toreador agrees that any payment made to MOC pursuant to
paragraphs 10(a) above and 14(g) below shall be "Junior Debt"
for the purposes of the Subordination and Support Agreement.
MOC agrees that any payment made pursuant to paragraphs 10(a)
above and 14(g) below shall be "Junior Debt" for the purposes
of the Subordination Agreement dated 30th March, 2001 between
members of the Madison group as debtors, the Facility Agent
and MOF, MOC, MOCE and MPI.
11. Paragraph 7 of the Merger Waiver Letter shall not apply on and from the
date of this letter.
12. (a) Subject to paragraphs (c) and (d) below, MOC agrees not to
deliver a Notice of Borrowing (as that term is defined in the
Toreador Subordinated Revolving Credit Agreement) to Toreador
for an Advance (as that term is defined in the Toreador
Subordinated Revolving Credit Agreement) under Clauses 2.1(a)
and (c) of the Toreador Subordinated Revolving Credit
Agreement of an amount which would cause the aggregate of all
Advances (as that term is defined in the Toreador Subordinated
Revolving Credit Agreement) then outstanding to Toreador under
Clause 2.1(c) to exceed $2,000,000.
(b) Subject to paragraphs (c) and (d) below, Toreador agrees to
pay to the Facility Agent on each date set out in Part A of
Schedule 1 to this letter (each a "PAYMENT DATE") an amount
equal to or exceeding the amount set out opposite the relevant
Payment Date in Part A of Schedule 1 to this letter (each a
"REQUIRED PAYMENT").
(c) Paragraphs (a) and (b) above shall not apply after the date on
which a Calculation Date determined in accordance with
paragraph 6(a), (b), (c) or (d) above has occurred and if on
the Repayment Date after that Calculation Date Total
Indebtedness (after any payments to be made under the Finance
Documents on that Repayment Date have been made) does not
exceed the Borrowing Base Amount for the time being.
(d) Paragraphs (a) and (b) above shall not apply after the date on
which the aggregate of all amounts paid to the Facility Agent
in accordance with paragraph (b) above exceeds $3,000,000 less
amounts received by the Facility Agent up till the date of
this letter under the Toreador Subordinated Revolving Credit
Facility.
(e) Toreador and MOC agree that no Notice of Borrowing (as that
term is defined in the Toreador Subordinated Revolving Credit
Agreement) shall be required in respect of Required Payments.
(f) An amount equal to each Required Payment paid by Toreador to
the Facility Agent in accordance with paragraph (b) above
shall be deemed to be:
(i) an Advance (as that term is defined in the Toreador
Subordinated Revolving Credit Agreement) by Toreador
to MOC under Clauses 2.1(a) and (b) of the Toreador
Subordinated Revolving Credit Agreement; and
(ii) a non-interest bearing loan repayable (subject to the
Subordination Agreement dated 30th March, 2001
between the Borrowers (as Debtors), Barclays Bank PLC
(as Facility Agent) and MOC, Madison Oil Company
Europe, Madison Petroleum Inc and Madison Oil France
S.A. (as Junior Creditors)) on demand shall be deemed
to have been made by MOC to the Borrowers (or a loan
on such other as are terms agreed by MOC and the
Borrowers (in any case subject to the Subordination
Agreement dated 30th March, 2001 referred to above).
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(g) Notwithstanding Clause 7.7(e) (Miscellaneous provisions),
payment of each Required Payment shall be deemed to be a
prepayment of Loans by the Borrowers in an aggregate principal
amount equal to the relevant Required Payment, to be applied
against firstly Tranche B Loans and secondly Tranche A Loans
(and Clauses 7.7(b) and (c) (Miscellaneous provisions) shall
apply to any such prepayment).
13. The Credit Agreement is deemed to be amended as follows:
(a) if the Borrowers repay or prepay any loan outstanding under
Tranche A or Tranche B, then the Total Commitments shall,
immediately upon that repayment or prepayment being made,
automatically be reduced by an amount equal to the principal
so repaid or prepaid;
(b) Clause 6.2 shall be amended so the words "Tranche A" is
inserted before "Tranche B" and the words ", but any amount
repaid under Tranche A may subsequently be re-borrowed on and
subject to the provisions of the Agreement" are deleted; and
(c) Clause 7.7(c) shall be amended so that the words "Any amount
prepaid under Tranche A may subsequently be re-borrowed on an
subject to the terms of this Agreement but" are deleted and
the words "Tranche A," are inserted before "Tranche B".
14.
(a) Without prejudice to the Obligors obligations under the Credit
Agreement, MOTI, Madison Turkey, Madison Oil Company Inc and
MCE shall pay, and Toreador shall procure that MOTI, Madison
Turkey, Madison Oil Company Inc and MCE pay:
(i) the gross proceeds (without any deductions
whatsoever) of any disposal of Turkish/Trinidadian
Petroleum and Borrowing Base Petroleum;
(ii) any sales tax payable on the amount referred to in
paragraph (i) above; and
(iii) any other amount payable to MOTI, Madison Turkey,
Madison Oil Company Inc and MCE in respect of any
Turkish/Trinidadian Petroleum or any Borrowing Base
Petroleum, Turkish/Trinidadian Interest or Borrowing
Base Interest or Turkish/Trinidadian Asset or
Borrowing Base Asset except to the extent it is
payable under insurances in respect of liabilities to
third parties, seepage, pollution or the cost of
control of xxxxx,
(the amounts being attributable to Borrowing Base Petroleum,
Borrowing Base Interest or Borrowing Base Asset being "French
Revenue", Turkish Petroleum, Turkish Interest and Turkish
Asset being "Turkish Revenue" and the amounts being
attributable to Trinidadian Petroleum, Trinidadian Interest
and Trinidadian Asset being "Trinidadian Revenue",
LESS
(A) in the case of Trinidadian Revenue, Trinidadian Permitted
Payments for that month ("NET TRINIDADIAN REVENUE"); and
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(B) in the case of Turkish Revenue, Turkish Permitted Payments
for that month ("NET TURKISH REVENUE"),
directly to the Dollar Revenue Account, unless any such amount
is received in another currency, in which case (where
applicable) MOTI, Madison Turkey, MCE and Madison Oil Company
Inc shall, and Toreador shall procure that MOTI, Madison
Turkey, MCE or Madison Oil Company Inc. shall, immediately
upon receipt convert that amount to Dollars and pay them
directly to the Dollar Revenue Account;
(b) The Borrowers shall on the last day of each month apply an
amount equal to the aggregate of French Revenue less French
Permitted Payments, Net Trinidadian Revenue and Net Turkish
Revenue received during that month paid during that month in
prepayment of the Loans (to be applied against first, Tranche
B Loans and secondly, against Tranche A Loans);
(c) It shall constitute an Event of Default if in any Quarter
Period (as specified in Schedule 3) the amounts applied in
prepayment of the Loans under this paragraph 14 is less than
the amount specified in Schedule 3 for that Quarter Period;
(d) The Borrowers obligations to prepay the Loans under this
paragraph 14 shall cease on the later to occur of the date on
which (i) an amount equal to the Total Minimum Cashflow Amount
(as referred to in Schedule 3) is applied in prepayment of the
Loans under and in accordance with this paragraph 14 and (ii)
Total Indebtedness does not exceed the Borrowing Base Amount
for the time being;
(e) paragraph (i) of Clause 19.22 (Capital expenditure), shall not
apply;
(f) the Obligors shall procure that no Obligor shall make, nor
incur any obligation or liability for or in respect of any
capital expenditure except for capital expenditure detailed in
Schedule 2 to this letter and then only to the extent that
amounts are received from Toreador to fund such expenditure in
accordance with paragraph (g) below;
(g) Toreador agrees to pay to MOC in each of the periods permitted
for payment referred to in Schedule 2 an amount equal to that
specified for such period permitted for payment. MOC shall and
shall procure that an amount equal to those amounts so
received shall be applied towards the item of expenditure to
which such amount relates. MOC shall provide to the Facility
Agent all information that it may request to verify such
application. MOC may request that the Facility Agent agree to
an amendment to the period permitted for payment if it
provides reasonable evidence demonstrating that an amount
relating an item of expenditure is not required in the
specified period permitted for payment;
(h) without limiting the Facility Agent's rights under Clause
19.3(d) (Borrowing Base Asset and similar information), the
Borrower's Agent shall supply to the Facility Agent (in
sufficient copies for all of the Banks unless the Facility
Agent agrees otherwise):
(i) the information described in Clause 19.3(a)(i), (ii)
and (iii) (Borrowing Base Asset and similar
information), provided that the wording of that Clause
shall be deemed amended for these purposes such that
each reference to "Borrowing Base Asset" shall be
deemed to be a reference to Turkish/Trinidadian Asset;
and
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(ii) any other information relating to a
Turkish/Trinidadian Asset that could change the
expected capital expenditures detailed in Schedule 2
to this letter or impose any additional material
liability on the Obligors; and.
(i) promptly deliver to the Facility Agent such information and
evidence as it may from time to time require in order to check
and verify the amount of any Turkish Revenue, Trinidadian
Revenue, Trinidadian Permitted Payment or Turkish Permitted
Payment.
15. The Obligors agree to procure that Trans Dominion Holdings Ltd:
(a) promptly notifies the Facility Agent when Trans Dominion
Holdings Ltd enters into any agreement relating to the
Trinidadian Asset, the Trinidadian Interest or any Trinidadian
Petroleum ("RELEVANT AGREEMENT");
(b) after notice by the Facility Agent to the Borrower's Agent
that the Facility Agent requires security to be granted to it
for the benefit of the Finance Parties, enters into an
agreement granting a Security Interest over that Relevant
Agreement above in form and substance satisfactory to the
Facility Agent ("SECURITY DOCUMENT"); and
(c) delivers a legal opinion from a reputable law firm in respect
of all relevant jurisdictions in a form and substance
satisfactory to the Facility Agent in relation to each of the
Security Documents,
and each Obligor shall do all things reasonably required by the
Facility Agent for the granting, perfecting or protecting of any
security intended to be granted under a Security Document.
16. (a) Each Guarantor agrees, and represents and warrants to each
Finance Party as at the date it executes this letter:
(i) that the arrangements contemplated by this letter do
not in any way affect the guarantee and undertakings
given by it under Clause 15 (Guarantee); and
(ii) that the guarantee given by it under Clause 15
(Guarantee) is a continuing guarantee, in full force
and effect, and will extend to the ultimate balance
of all sums payable by the Obligors under the Finance
Documents, regardless of the arrangements
contemplated by this letter and any intermediate
payments or discharge in whole or in part (including,
without limitation, the prepayments deemed under
paragraph 12(h) above).
(b) MOC agrees, and represents and warrants to each Finance Party
as at the date it executes this letter:
(i) that the arrangements contemplated by this letter do
not in any way affect any of the Finance Documents;
and
(ii) that its obligations under the Finance Documents are
in full force and effect and are binding on, and
enforceable against, MOC regardless of the
arrangements contemplated by this letter.
(c) Each Obligor makes the following representations and
warranties to each Finance Party in respect of this letter:
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(i) that it has the power to enter into and perform this
letter and it has taken all necessary action to
authorise the entry into, performance and deliver of
this letter; and
(ii) that this letter constitutes its legal, valid and
binding obligation enforceable in accordance with its
terms.
(d)
(i) Toreador represents and warrants as at the date it executes
this letter, the Warrant Letter and each time it issues a
Warrant, that:
(A) that it has the power to enter into and perform this
letter, the Warrants and the Warrant Letter and it
has taken all necessary action to authorise the
issue, performance and delivery of those Warrants;
and
(B) this letter, the Warrants and the Warrant Letter
will, when issued, constitutes its legal, valid and
binding obligation enforceable in accordance with its
terms; and
(ii) (A) Toreador undertakes to and shall procure that is
subsidiaries shall, in connection with any Equity
Issue, make full and proper disclosure in accordance
with all applicable laws and/or requirements of any
regulatory authority; and
(B) Toreador shall not incur any expenditure in
connection with the Black Sea Seismic Project without
the Arranger's prior written consent.
(iii) The obligations of Toreador to make payments under and in
connection with this letter are absolute, irrevocable and
unconditional and shall not be affected by:
(A) the existence of any dispute, claim, counter-claim,
set-off, defence or other right which Toreador may
have at any time against any Finance Party or MOC,
whether in connection herewith or otherwise;
(B) the bankruptcy, insolvency, reorganisation, winding
up, dissolution or liquidation, or any change in the
status, function, control or ownership of any Obligor
or Toreador or the occurrence of any other proceeding
as a result of such bankruptcy;
(C) any sale, transfer or other disposition by Toreador
of any direct or indirect interest it may have in any
Obligor; and
(D) any of the obligations of Toreador under or in
connection with this letter being or becoming
illegal, invalid or unenforceable in any respect.
17. (a) The Borrowers shall ensure that the last day of an Interest
Period for one or more Loans coincides with repayments or
prepayments to be made under this letter, and shall select
Interest Periods accordingly and for this purpose (but not
otherwise) the Borrower may select an Interest Period of less
than one month; and
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(b) Notwithstanding any provision of this Waiver Letter and
without prejudice to the obligations of any Obligor to repay
or prepay any amount in accordance with the Credit Agreement
or this letter, the Borrowers may not prepay or repay any Loan
without the prior written consent of the Agent (acting on the
instructions of the Banks) if, as a result of such prepayment
or repayment the aggregate amount of all Loans outstanding at
that time would be less than $5,000,000.
18. (a) For the avoidance of doubt, MEF acknowledges and agrees that
the Facility Agent's costs and expenses incurred in connection
with this letter and the agreements referred to in paragraph
15 above fall within Clause 23.1 (Initial and special costs),
and as such, MEF shall immediately on demand pay those costs
and expenses.
(b) The Facility Agent confirms that the payment of the legal fees
of Xxxxx & Xxxxx (the Facility Agent's legal adviser) incurred
in relation to this letter or in connection with the
arrangements contemplated by it shall constitute a Permitted
Payment.
(c) The Obligors shall pay the Permitted Payment referred to in
paragraph (b) above as soon as possible after execution of
this letter from Gross Revenues to the extent any such amount
is available after the payment of any other Permitted Payments
have been paid (other than any referred to in paragraph (c)(i)
of the definition of Permitted Payment in Clause 1.1
(Definitions)).
(d) Any breach of Clause 16.2(b) (Preparation and approval of
Forecasts) constituted by failure of the Technical Agent to
notify the Borrower's Agent, not later than 28 days before the
Redetermination Date determined in accordance with paragraph
6(a) of the Merger Waiver Letter, of the Assumptions to be
used in the preparation of the Forecast is hereby waived.
19. If:
(a) any of the provisions of this letter are not complied with;
(b) any shares are not issued in accordance with the Warrants
issued and delivered under paragraph 16 above;
(c) Toreador does not agree the form of warrants or pay the Cash
Sum as that term is defined in the Warrant Letter) on or
before 17th May 2002; or
(d) any representation and warranty in paragraph 17 above is
incorrect when made or repeated,
then:
(A) the consent to the merger of Toreador and MOC detailed in
paragraph 2 of the Merger Waiver Letter shall be revoked;
(B) the Events of Default detailed in paragraph 2 above shall no
longer be waived; and
(C) that event shall constitute an Event of Default under Clause
20 (Default),
and the Finance Parties may thereafter exercise all of their rights in
respect thereof under the Finance Documents.
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20. This letter, each of the Warrants and the Warrant Letter are a Finance
Document (and each are hereby designated as such by the Facility Agent
and the Borrowers' Agent).
21. The letter and the waivers set out herein shall only take effect on the
date of receipt by the Agent of each of the following documents (in
form and substance satisfactory to the Facility Agent):
(a) duly executed original of the amended and restated
supplemental Fee Letter;
(b) duly executed original of the Warrant Letter; and
(c) an original of this letter duly executed copy of this letter
by all parties hereto.
22. Nothing in this letter shall affect any right of any Finance Party, or
any obligation of any Obligor, except as expressly stated above, and
each Obligor expressly confirms that all such rights and obligations
shall continue in full force and effect except to the extent so stated.
23. This letter does not create any right under the Contracts (Rights of
Third Parties) Xxx 0000 which is enforceable by any person who is not a
party to this letter.
24. If a provision of this letter is or becomes illegal, invalid or
unenforceable in any jurisdiction, that shall not affect:
(a) the legality, validity or enforceability in that jurisdiction
or any other provision of this letter; or
(b) the legality, validity or enforceability, in other
jurisdictions of that or any other provision of this letter.
25. Clauses 1.2 (Construction), 28.1 (Transfers by Obligors) and 32-37
(inclusive) shall apply to this letter as though set out in full in
this letter, except that:
(a) references in those Clauses to the Credit Agreement are to be
construed as references to this letter;
(b) each reference to "Obligor" in Clauses 1.2 (Construction),
28.1 (Transfers by Obligors), 35 (Jurisdiction) and 37 (Waiver
of Jury Trial) shall be deemed to include Toreador; and
(c) the reference to "the Guarantor" in Clause 35.2(f) (Service of
Process) shall be deemed to include Toreador.
Please countersign this letter (or a copy of it) where marked below to confirm
your agreement to its terms.
Yours faithfully,
/s/ XXXXXX XXXXXXX
--------------------------------
ON BEHALF OF BARCLAYS BANK PLC
AS FACILITY AGENT
12
We agree with the above.
BORROWERS' AGENT
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 4/4/02
BORROWERS
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: 4/4/02
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: 4/4/02
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 4/4/02
GUARANTORS
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON OIL COMPANY
Date: 4/4/02
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON PETROLEUM INC
Date: 4/4/02
13
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: 4/4/02
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: 4/4/02
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 4/4/02
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON (TURKEY) INC
Date: 4/4/02
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF MADISON OIL TURKEY INC
Date: 4/4/02
TOREADOR
/s/ XXXXXXX X. XXXX
----------------------------------------------
ON BEHALF OF TOREADOR RESOURCES CORPORATION
Date: 4/4/02
14
SCHEDULE 1
PART A
MINIMUM PAYMENT SCHEDULE
PAYMENT DATE REQUIRED PAYMENT
1. 28th March, 2002 $300,000
2. On the 28th day of each of April, May, $200,000
July and August, 2002
3. On the 28th Day of each of October and $75,000
November, 2002
4. On the 28th day of each of June, An amount calculated as
September and December, 2002 follows:
TQP - A
where:
TQP = the total quarterly payment
for that month (as set out
in Part B of this
Schedule); and
A = the aggregate of the amounts
paid in accordance with 2
and 3 above.
15
PART B
TOTAL QUARTERLY PAYMENTS
MONTH TOTAL QUARTERLY PAYMENT
June, 2002 $650,000
September, 2002 $600,000
December, 2002 $250,000
16
SCHEDULE 2
AUTHORISED CAPITAL EXPENDITURE
PERIOD PERMITTED FOR PAYMENT
ITEM OF From date of 1st April - 1st July - 30th 1st October -
EXPENDITURE this letter to 30th June, September, 31st December,
31st March, 2002 2002 2002 2002
Trinidad capital expenditure Nil $ 650,000 Nil Nil
Zeynel 15 and Cendere 19 Nil $ 670,000 $ 150,000 $ 20,000
capital expenditure and
seismic studies
Thrace Basin capital Nil $ 400,000 $ 660,000 $ 500,000
expenditure
Boyabat capital expenditure Nil Nil $ 225,000 $ 225,000
French capital expenditure* $ 282,875 $ 602,928 $ 346,667 Nil
* = Xxxxxxxx 58 new drill, CR17 re-entry, SF119 re-entry, SF47B
re-drill, CHUR39 re-entry and CR56 re-entry.
17
SCHEDULE 3
MINIMUM CASHFLOW
QUARTER PERIOD
1st Feb - 31st 1st April - 1st July - 30th 1st October -
March, 2002 30th June, September, 31st December,
2002 2002 2002
FRENCH CASHFLOW $ 300,000 $ 900,000 $ 900,000 $ 825,000
TURKISH CASHFLOW $ 450,000 $ 450,000 $ 450,000 $ 600,000
AGGREGATE AMOUNTS $ 750,000 $ 1,350,000 $ 1,350,000 $ 1,425,000
TOTAL MINIMUM
CASHFLOW AMOUNT $ 4,875,000
18
