EXHIBIT 10.3
To: Madison Energy France S.C.S.
(formerly Madison/Chart Energy S.C.S.) ("MEF")
(the "BORROWERS' AGENT")
To: Madison Oil Company Europe ("MOCE")
Madison Oil France S.A. ("MOF")
Madison Energy France S.C.S.
(the "BORROWERS")
To: Madison Oil Company ("MOC")
Madison Petroleum Inc. ("MPI")
Madison Oil Company Europe
Madison Oil France X.X.
Xxxxxxx Energy France S.C.S.
Madison (Turkey) Inc ("MADISON TURKEY")
Madison Oil Turkey Inc ("MOTI")
(the "GUARANTORS")
To: Toreador Resources Corporation
("TOREADOR")
24th June 2003
AMENDMENT LETTER TO MAY WAIVER LETTER - MILESTONE WAIVER
We refer to the waiver letter relating to various issues dated 20th May, 2003
(the "MAY WAIVER LETTER") entered into between those parties listed above and
Barclays Bank PLC.
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. Terms defined or used in the May Waiver Letter have the same meaning in
this letter.
2. Barclays Bank PLC as Facility Agent for and on behalf of the Banks hereby
waives the breach of paragraph 13(j) of the May Waiver Letter further to
the failure by Toreador by 16th June 2003 to take the required action set
out opposite Milestone Date "a" in the table of Milestone Dates contained
in Schedule 3 of the May Waiver Letter.
3. Further, the May Waiver Letter shall be amended so that the words "+ 28
days" are inserted after the letter "a" in the first row of the table of
Milestone Dates contained in Schedule 3 of the May Waiver Letter.
4. Toreador undertakes:
(i) to pay all costs, fees, expenses and liabilities incurred in
connection with the proposed alliance and joint bid for oil assets
in France (as outlined in paragraph (d) of the Strategic Plan
update letter dated 15th June 2003 and addressed to the Facility
Agent) (the "FRENCH BID"); and
(ii) to indemnify and hold harmless each Obligor against all costs,
claims, damages, expenses, losses, liabilities and penalties
incurred or sustained by that Obligor as a consequence of the
French Bid failing to proceed or being aborted for any
reason whatsoever including any arising by reason of the
negligence, misrepresentation or wilful misconduct of any Obligor,
its officers, employees or agents.
5. Toreador expressly confirms that the performance of its obligations under
paragraph 4 of this letter does not require the consent of Bank of Texas
N.A. or, if required, such consent has been obtained.
6. Save as amended by paragraph 3 above, the May Waiver Letter and every
clause thereof shall continue in full force and effect.
7. 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.
8. This letter may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
9. This letter is a Finance Document.
10. 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.
11. If a provision of this letter is or becomes illegal, invalid or
unenforceable in any jurisdiction, that shall not affect:
(i) the legality, validity or enforceability in that jurisdiction
of any other provision of this letter; or
(ii) the legality, validity or enforceability, in other
jurisdictions of that or any other provision of this letter.
12. This letter is governed by English law.
Please indicate your agreement to the foregoing by signing and returning to us
the executed counterpart of this letter.
Yours faithfully
BARCLAYS BANK PLC
as Facility Agent
By: /s/ XXXXXX XXXXXXX
We agree with the above.
BORROWERS' AGENT
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: June 24, 2003
BORROWERS
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: June 24, 2003
GUARANTORS
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON OIL COMPANY
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON PETROLEUM INC
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON (TURKEY) INC
Date: June 24, 2003
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF MADISON OIL TURKEY INC
Date: June 24, 2003
TOREADOR
/s/ XXXXXXX X. XXXX
_________________________________________
ON BEHALF OF TOREADOR RESOURCES CORPORATION
Date: June 24, 2003
