exv10w43



 





			
	C L I F F O R D
	 	CLIFFORD CHANCE LLP
	 	 	 
	C H A N C E
	 	EXHIBIT 10.43






EXECUTION COPY




Dated 21 February, 2007




TOREADOR RESOURCES CORPORATION

as Assignor




INTERNATIONAL FINANCE CORPORATION

as Assignee




 






SECURITY ASSIGNMENT

 






 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	1

	 	Definitions And Interpretation
	 	 	1	 
	2

	 	Covenant To Pay
	 	 	2	 
	3

	 	Assignment
	 	 	2	 
	4

	 	Notice Of Assignment
	 	 	2	 
	5.

	 	Further Advances
	 	 	3	 
	6

	 	Assignor’s Representations
	 	 	3	 
	7

	 	Assignor’s Undertakings
	 	 	3	 
	8

	 	Enforcement
	 	 	4	 
	9.

	 	Exercise Of Rights
	 	 	4	 
	10

	 	Further Assurance
	 	 	5	 
	11

	 	Power Of Attorney
	 	 	5	 
	12

	 	Receiver
	 	 	5	 
	13

	 	Effectiveness Of Security
	 	 	6	 
	14

	 	Release Of Security
	 	 	6	 
	15

	 	Subsequent Interests And Accounts
	 	 	7	 
	16

	 	Costs And Expenses
	 	 	7	 
	17

	 	Currency Conversion
	 	 	7	 
	18.

	 	Application Of Moneys
	 	 	7	 
	19

	 	Assignment
	 	 	8	 
	20

	 	Successors
	 	 	8	 
	21

	 	Notices
	 	 	8	 
	22

	 	Governing Law And Jurisdiction
	 	 	9	 
	 
	Schedule 1            Form Of Notice Of Assignment	 	 	12	 
	 
	Schedule 2            Assigned 	 	 	 	 
	 

	 	                 Contracts
	 	 	13	 






 









 




THIS ASSIGNMENT is made as a deed on 21 February 2007.



BETWEEN:





	(1)	 	TOREADOR RESOURCES CORPORATION (the “Assignor”) of 4809 Cole Avenue, Suite 108,
Dallas, Texas 75205; and






	(2)	 	INTERNATIONAL FINANCE CORPORATION (the “Assignee”), an international organization
established by Articles of Agreement among its member countries including Romania.




IT IS AGREED as follows:





	1	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this Assignment:






“Assigned Contract” means any contract referred to in Schedule 2 (Assigned Contract).




“Assigned Property” means the rights and property expressed to be assigned in Clause 3.1
(Assignment).




“Collateral Rights” means all rights, powers and remedies of the Assignee provided by this
Assignment or by law.




“Loan and Guarantee Agreement” means the Loan and Guarantee Agreement dated December 28,
2006 between the Obligors and the Assignee.




“Notice of Assignment” means a notice of assignment substantially in the form of Schedule 1.




“Obligors” means Toreador Resources Corporation, Toreador Turkey Ltd., Toreador Romania
Ltd., Madison Oil France SAS (now known as Toreador France SAS), Toreador Energy France
S.C.S, and Toreador International Holding Limited Liability Company.




“Secured Obligations” means all obligations owing to the Assignee by any or all of the
Assignors and the other Obligors under or pursuant to the Loan and Guarantee Agreement,
including any liability in respect of any further advances made under the Loan and Guarantee
Agreement, whether present or future, actual or contingent (and whether incurred by the
Assignor or any Obligor alone or jointly, and whether as principal or surety or in some
other capacity).




	1.2	 	In this Assignment:






	 	(a)	 	Unless a contrary indication appears, a reference to (i) “this Assignment” is
a reference to this Assignment as amended or novated; (ii) the “Loan and Guarantee
Agreement” is a reference to the Loan and Guarantee Agreement as amended or novated;
and (iii) a “Clause” is a reference to a Clause of this Assignment.
	 
	 	(b)	 	Clause and Schedule headings are for ease of reference only.





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	 	(c)	 	Any reference to an “Assignee”, an “Obligor” or the “Assignor” shall include
its and any subsequent successors and any permitted transferees in accordance with
their respective interests.
	 
	 	(d)	 	The rules of interpretation contained in Section 1.03 (Interpretation) of the
Loan and Guarantee Agreement shall apply to the construction of this Assignment.






	1.3	 	A person who is not a party to this Assignment has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Assignment. 






	2	 	COVENANT TO PAY






The Assignor shall on demand of the Assignee discharge each of the Secured Obligations
and pay to the Assignee when due and payable each sum now or hereafter owing, due or
incurred by the Assignor in respect of the Secured Obligations.




	3	 	ASSIGNMENT






	3.1	 	The Assignor assigns absolutely and with full title guarantee to the Assignee all of its
right, title and interest, present and future, in, under and to:






	 	(a)	 	the Assigned Contract; and
	 
	 	(b)	 	any rights and claims to any compensation or other similar or special payments
in respect of any Assigned Contract or any other oil or gas concession held by it which
are payable by the government of Romania or any agency or instrumentality thereof, or
by any other person, in respect thereof,






including, in each case, without limitation, all present and future claims, causes of
action, payments and proceeds in respect thereof.




	3.2	 	The Assignee shall not be under any obligation in relation to the Assigned Property
or the Assigned Contract as a consequence of this Assignment and the Assignor shall at all
times remain liable to perform all obligations expressed to be assumed by it in respect of the
Assigned Property and the Assigned Contract.






	4	 	NOTICE OF ASSIGNMENT






	4.1	 	The Assignor shall promptly and in any event within five (5) days of the date of this
Assignment deliver to the Assignee a Notice of Assignment duly executed by or on behalf of the
Assignor and shall procure that a Notice of Assignment is acknowledged by each relevant
counterparty to the Assigned Contract listed in Part A of Schedule 2 in the form attached as
Schedule 1.






	4.2	 	The Assignor shall promptly, and in any event within five (5) days of the date of
execution of any Assigned Contract referred to in Part B of Schedule 2 deliver to the Assignee
a Notice of Assignment duly executed by or on behalf of the Assignor and shall procure that a
Notice of Assignment is acknowledged by each relevant counterparty to the Assigned Contract
listed in Part B of Schedule 2 in the form attached as Schedule 1.





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	5.	 	FURTHER ADVANCES






Subject to the terms of the Loan and Guarantee Agreement, to the extent the Assignee is
under an obligation to make further advances to any Obligor, that obligation shall be deemed
to be incorporated into this Assignment as if set out in this Assignment.




	6	 	ASSIGNOR’S REPRESENTATIONS






The Assignor represents and warrants to the Assignee on the date specified above and on
each day for the duration of this Assignment that:




	 	(a)	 	the Assigned Contract is in full force and effect, enforceable in accordance
with its terms and at the date specified above it is not in breach of any term or
condition of the Assigned Contract;
	 
	 	(b)	 	there are no restrictions on the Assignor’s ability to assign all or any of
its rights under the Assigned Contract, whether contained in the Assigned Contract or
in any other document;
	 
	 	(c)	 	it is, and will be, the sole legal and beneficial owner of the Assigned
Property;
	 
	 	(d)	 	it has not sold or otherwise disposed of, or created, granted or permitted to
subsist any security interest over, all or any of its right, title and interest in the
Assigned Property;
	 
	 	(e)	 	it has the necessary power and authority to enable it to enter into and
perform its obligations under this Assignment;
	 
	 	(f)	 	this Assignment constitutes its legal, valid and binding obligation and
creates an effective security over the Assigned Property; and
	 
	 	(g)	 	all necessary authorisations and consents to enable it to enter into this
Assignment have been obtained and are in full force and effect.






	7	 	ASSIGNOR’S UNDERTAKINGS






	7.1	 	The Assignor undertakes to the Assignee for the duration of this Assignment that it
shall:






	 	(a)	 	not sell, assign, transfer or otherwise dispose of all or any part of the
Assigned Property;
	 
	 	(b)	 	not create, grant or permit to subsist any security interest over all or any
of its right, title and interest in the Assigned Property;
	 
	 	(c)	 	not do or permit to be done any act or thing which might jeopardise the rights
of the Assignee in the Assigned Property or which might adversely affect or diminish
the value of the Assigned Property;
	 
	 	(d)	 	promptly notify the Assignee of any circumstances which give rise, or may
reasonably be expected to give rise, to a claim on or under the Assigned Property;




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	 	(e)	 	not vary in any material respect or rescind or amend the Assigned Contract
except with the prior written consent of the Assignee;
	 
	 	(f)	 	promptly comply with its obligations under the Assigned Contract;
	 
	 	(g)	 	not take or omit to take any action which might result in: (i) the alteration
or impairment of any rights in the Assigned Property; (ii) any default of any of its
obligations under the Assigned Contract; (iii) any right to terminate the Assigned
Contract becoming exercisable by Petrom Gas SRL; or (iv) any counterclaims or rights of
set-off arising under the Assigned Contract; and
	 
	 	(h)	 	promptly and in any event within five (5) days of the execution thereof,
notify the Assignee of the execution of any contract of the type referred to in Part B
of Schedule 2, and provide the Assignee with a certified copy thereof.






	8	 	ENFORCEMENT






	8.1	 	After the occurrence of an Event of Default under the Loan and Guarantee Agreement, the
Assignee shall be entitled, without prior notice to the Assignor or prior authorisation from
any court, to enforce all or any part of the security constituted by this Assignment in any
manner it sees fit. Without limiting any of the powers conferred on the Assignee by this
Clause 8, the Assignee shall be entitled to:






	 	(a)	 	take possession of the Assigned Property or otherwise exercise in relation to
it all of the rights of an absolute owner;
	 
	 	(b)	 	assign any or all of the Assigned Property to any person on such terms as the
Assignee considers appropriate; and
	 
	 	(c)	 	collect, recover or compromise, and give a good discharge for, any moneys paid
or payable to the Assignor under or in respect of the Assigned Property, and enforce
(in any way whatsoever including, without limitation, by way of instituting proceedings
in the Assignor’s name) any rights or claims arising under or in respect of the
Assigned Property.






	8.2	 	The power of sale or other disposal in Clause 8.2 shall operate as a variation and
extension of the statutory power of sale under Section 101 of the Law of Property Act 1925 and
such power shall arise (and the Secured Obligations shall be deemed due and payable for that
purpose) on execution of this Assignment. The restrictions contained in Sections 93 and 103
of the Law of Property Act 1925 shall not apply to this Assignment or to any exercise by the
Assignee of its right to consolidate mortgages or its power of sale.






	8.3	 	A certificate in writing by an officer or agent of the Assignee that the power of
sale or disposal has arisen and is exercisable shall be conclusive evidence of that fact in
favour of a purchaser of all or any part of the Assigned Property.






	9.	 	EXERCISE OF RIGHTS






Subject always to the terms of this Assignment, the Assignor, as agent for and on
behalf of the Assignee, shall be entitled to exercise all rights and powers which arise
under or in



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respect of the Assigned Contract until notified in writing by the Assignee that an Event of
Default has occurred under the Loan and Guarantee Agreement. The Assignee shall be entitled
upon the giving of such notice to exercise all such rights and powers when they arise and
the Assignor shall thereupon cease to be the agent of the Assignee.




	10	 	FURTHER ASSURANCE






	10.1	 	The Assignor shall promptly execute all documents and do all things (including the
execution and delivery of any Notice of Assignment) that the Assignee may reasonably specify
for the purpose of (a) exercising the Collateral Rights, (b) securing and perfecting its
security over or title to all or any part of the Assigned Property or (c) facilitating any
dealings by the Assignee pursuant to the powers granted to the Assignee under this Assignment.






	10.2	 	Without prejudice to the generality of the foregoing, or the assignments created
hereby, the Assignor undertakes to the Assignee for the duration of the Assignment that in the
event that it enters into any contract of the type referred to in Part B of Schedule 2
relating to any of its operations in Romania, it will, at the request of the Assignee, enter
into a specific assignment of such contract in favor of the Assignee in substantially the same
form as this Assignment.






	11	 	POWER OF ATTORNEY






The Assignor, by way of security, irrevocably appoints the Assignee to be its attorney
and in its name, on its behalf and as its act and deed to execute, deliver and perfect all
documents (including any Notice of Assignment) and do all things that the Assignee may
consider to be necessary for (a) carrying out any obligation imposed upon the Assignor under
this Assignment or (b) exercising any of the Collateral Rights. The Assignor shall ratify
and confirm all things done and all documents executed by the Assignee in the exercise of
that power of attorney.




	12	 	RECEIVER






	12.1	 	Upon the occurrence of an Event of Default or if a petition or application is presented
for the making of an administration order in relation to the Assignor or if any person who is
entitled to do so gives written notice of its intention to appoint an administrator of the
Assignor or files such a notice with the court, the Assignee may by writing (acting through an
authorised officer of the Assignee) without notice to the Assignor appoint one or more persons
to be receiver of the whole or any part of the Assigned Property (each such person being (a)
entitled to act individually as well as jointly and (b) for all purposes deemed to be the
agent of the Assignor).






	12.2	 	In addition to the powers of the Assignee conferred by Clause 8.1, each
person appointed pursuant to Clause 12.1 shall have, in relation to the part of the Assigned
Property in respect of which he was appointed, all the powers (a) conferred by the Law of
Property Act 1925 on a receiver appointed under that Act and (b) all the other powers
exercisable by an administrative receiver in relation to the Assignor by virtue of the
Insolvency Act 1986.





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	13	 	EFFECTIVENESS OF SECURITY






	13.1	 	The security created by this Assignment and the Collateral Rights shall be cumulative,
in addition to and independent of every other security which the Assignee may at any time hold
for the Secured Obligations or any rights, powers and remedies provided by law. No prior
security held by the Assignee over the whole or any part of the Assigned Property shall merge
into the security constituted by this Assignment.






	13.2	 	This Assignment shall remain in full force and effect as a continuing security for
the Secured Obligations unless and until the Assignee discharges it.






	13.3	 	No failure on the part of the Assignee to exercise, or delay on its part in
exercising, any Collateral Right shall operate as a waiver, nor shall any single or partial
exercise of a Collateral Right prevent any further or other exercise of that or any other
Collateral Right.






	13.4	 	If, at any time, any provision of this Assignment is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, the legality, validity or
enforceability of (a) the remaining provisions of this Assignment and (b) such provision under
the law of any other jurisdiction shall not in any way be affected or impaired thereby.






	13.5	 	None of the Assignee, its nominee(s) or any receiver appointed pursuant to this
Assignment shall be liable by reason of (a) taking any action permitted by this Assignment,
(b) any neglect or default in connection with the Assigned Property or (c) the taking
possession or realisation of all or any part of the Assigned Property, except in the case of
gross negligence or wilful default upon its part.






	14	 	RELEASE OF SECURITY






	14.1	 	Upon the Secured Obligations being discharged in full and the Assignee having no actual
or contingent obligation under the Loan and Guarantee Agreement, the Assignee shall, at the
request and expense of the Assignor, reassign to the Assignor the Assigned Property, subject
to Clause 14.2 and without recourse to, or any representation or warranty by, the Assignee.






	14.2	 	If the Assignee considers that any amount paid or credited to it is capable of being
avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws, the
liability of the Assignor under this Assignment and the security constituted by this
Assignment shall continue and such amount shall not be considered to have been irrevocably
paid.






	14.3	 	The Assignee may retain this Assignment, the security constituted by or pursuant to
this Assignment and all documents relating to or evidencing ownership of all or any part of
the Assigned Property for a period of seven months after any discharge in full of the Secured
Obligations Provided that if at any time during that seven month period a petition or
application is presented for an order for the winding-up of, or the making of an
administration order in respect of, the Assignor or the Assignor or any person who is entitled
to do so gives written notice of its intention to appoint an administrator of the Assignor or
files such a notice with the court or the Assignor commences to be wound-





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up voluntarily or any analogous proceedings are commenced
in respect of it, the Assignee may continue to retain such
security and such documents for such further period as the
Assignee may determine and the security and such documents
shall be deemed to have continued to be held as security
for the Secured Obligations.




	15	 	SUBSEQUENT INTERESTS AND ACCOUNTS






	15.1	 	If the Assignee at any time receives notice of any subsequent mortgage, assignment,
charge or other interest affecting all or any part of the Assigned Property, all payments made
by the Assignor to the Assignee after that time shall be treated as having been credited to a
new account of the Assignee and not as having been applied in reduction of the Secured
Obligations as at the time when the Assignee received notice.






	15.2	 	All monies received, recovered or realised by the Assignee under this Assignment
(including the proceeds of any conversion of currency) may in its discretion be credited to
and held in any suspense or impersonal account pending their application from time to time in
or towards the discharge of any of the Secured Obligations.






	16	 	COSTS AND EXPENSES






	16.1	 	The Assignor shall, on demand of the Assignee, reimburse the Assignee on a full
indemnity basis for all costs and expenses (including legal fees and any value added tax)
incurred by the Assignee in connection with (a) the execution of this Assignment or otherwise
in relation to it, (b) the perfection or enforcement of the security constituted by this
Assignment or (c) the exercise of any Collateral Right, together with interest from the date
the costs and expenses were incurred to the date of payment at such rates as the Assignee may
determine in accordance with the provisions of Section 2.05 of the Loan and Guarantee
Agreement.






	16.2	 	The Assignor shall pay all stamp, registration and other taxes to which this
Assignment, the security contemplated in this Assignment or any judgment given in connection
with it is, or at any time may be, subject and shall, from time to time, indemnify the
Assignee on demand against any liabilities, costs, claims and expenses resulting from any
failure to pay or delay in paying any such tax.






	17	 	CURRENCY CONVERSION






For the purpose of or pending the discharge of any of the Secured Obligations the
Assignee may convert any money received, recovered or realised or subject to application by
it under this Assignment from one currency to another, as the Assignee may think fit, and
any such conversion shall be effected at a published rate of exchange for the time being
selected by the Assignee (acting reasonably) for obtaining such other currency with the
first currency.




	18.	 	APPLICATION OF MONEYS






All moneys received or recovered by the Assignee or any receiver appointed pursuant to
this Assignment or the powers conferred by it shall (subject to the claims of any person
having prior rights thereto and by way of variation of the provisions of the Law of Property
Act 1925) be applied first in the payment of the costs, charges and expenses



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incurred and payments made by such receiver, the payment of his remuneration and the
discharge of any liabilities incurred by the such receiver in, or incidental to, the
exercise of any of his powers, and thereafter shall be applied by the Assignee
(notwithstanding any purported appropriation by the Assignor) in such order and manner as
the Assignee shall think fit:




	 	(a)	 	in or towards the discharge of all or any of the Secured Obligations which are
then due and payable; or
	 
	 	(b)	 	if any of the Secured Obligations are then contingent, in payment to the
credit of any accounts selected by the Assignee to be held until such time as the
Assignee shall think fit pending their application in or towards the discharge of all
or any of the Secured Obligations which are at that time due and payable; or
	 
	 	(c)	 	in payment to the credit of any suspense or impersonal account for so long as
the Assignee shall think fit pending any further application of such moneys (as the
Assignee shall be entitled, but not obliged, to do in its discretion) in accordance
with the previous provisions of this Clause; and
	 
	 	(d)	 	if the Assignor is under no further actual or contingent liability under the
Loan and Guarantee Agreement, in payment of the surplus to the Assignor or any other
person entitled thereto.






	19	 	ASSIGNMENT






The Assignee may assign and transfer all or any of its rights and obligations under
this Assignment. The Assignee shall be entitled to disclose such information concerning the
Assignor and this Assignment as the Assignee considers appropriate to any actual or proposed
direct or indirect successor or to any person to whom information may be required to be
disclosed by any applicable law.




	20	 	SUCCESSORS






This Assignment shall remain in effect despite any amalgamation or merger (however
effected) relating to the Assignee; and references to the Assignee shall be deemed to
include any person who, under the laws of its jurisdiction of incorporation or domicile, has
assumed the rights and obligations of the Assignee under this Assignment or to which, under
such laws, those rights and obligations have been transferred.




	21	 	NOTICES






	21.1	 	Any communication to be made by one person to another under or in connection with this
Assignment shall be made in writing by fax or letter to the fax number or address specified in
Section 8.02 (Notices) of the Loan and Guarantee Agreement (or any substitute address or fax
number as that person may previously have specified).






	21.2	 	Any communication or document made or delivered by one person to another under or in
connection with this Assignment will only be effective:






	 	(a)	 	if by way of fax, when received in legible form; or





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	 	(b)	 	if by way of letter, when it has been left at the relevant address or ten days
after being deposited in the post postage prepaid in an envelope addressed to it at
that address.






	21.3	 	Any communication or document to be made or delivered to the Assignee will be
effective only when actually received by the Assignee and then only if it is expressly marked
for the attention of the department or officer specified by the Assignee for such purpose.






	22	 	GOVERNING LAW AND JURISDICTION
	 
	22.1	 	Governing Law






This Assignment is governed by English law.




	22.2	 	Jurisdiction






	 	(a)	 	This Assignment is governed by and shall be construed in accordance with the
laws of England.
	 
	 	(b)	 	For the exclusive benefit of the Assignee, each Assignor irrevocably agrees
that any legal action, suit or proceeding arising out of or relating to this Assignment
or any other Transaction Document to which such Assignor is a party may be brought in
the courts of England. By the execution of this Assignment, each Assignor irrevocably
submits to the non-exclusive jurisdiction of such courts in any such action, suit or
proceeding. Final judgment against any Assignor in any such action, suit or proceeding
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence of the
judgment, or in any other manner provided by law.
	 
	 	(c)	 	Nothing in this Assignment shall affect the right of the Assignee to commence
legal proceedings or otherwise sue any Assignor in any other appropriate jurisdiction,
or concurrently in more than one jurisdiction, or to serve process, pleadings and other
papers upon any Assignor in any manner authorized by the laws of any such jurisdiction.
	 
	 	(d)	 	Each Assignor hereby irrevocably designates, appoints and empowers HTD
Services Ltd, with offices currently located at Irongate House, Duke’s Place, London,
EC3A 7HX, as its authorized agent solely to receive for and on its behalf service of
the writ of summons or other legal process in any action, suit or proceeding arising
out of or relating to this Assignment or any Transaction Document which the Assignee
may bring in the courts of England.
	 
	 	(e)	 	As long as this Assignment or any other Transaction Document to which an
Assignor is a party remains in force, such Assignor shall maintain a duly appointed and
authorized agent to receive for and on its behalf service of the writ of summons or
other legal process in any action, suit or proceeding brought by the Assignee in the
courts of England with respect to this Assignment or





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such other Transaction Documents. Such Assignor shall keep the Assignee advised of
the identity and location of such agent.




	 	(f)	 	Each Assignor irrevocably waives:






	 	(i)	 	any objection which it may have now or in the future to the laying of
the venue of any action, suit or proceeding in any court referred to in this
Section; and
	 
	 	(ii)	 	any claim that any such action, suit or proceeding has been brought
in an inconvenient forum.






	 	(g)	 	To the extent that any Assignor may be entitled in any jurisdiction to claim
for itself or its assets immunity with respect to its obligations under this Assignment
or any other Transaction Document to which it is a party from any suit, execution,
attachment (whether provisional or final, in aid of execution, before judgment or
otherwise) or other legal process or to the extent that in any jurisdiction that
immunity (whether or not claimed), may be attributed to it or its assets, such Assignor
irrevocably agrees not to claim and irrevocably waives such immunity to the fullest
extent now or in the future permitted by the laws of such jurisdiction.
	 
	 	(h)	 	Each Assignor also consents generally with respect to any proceedings arising
out of or in connection with this Assignment or any other Transaction Document to which
it is a party to the giving of any relief or the issue of any process in connection
with such proceedings including, without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its use or intended use) of
any order or judgment which may be made or given in such proceedings.
	 
	 	(i)	 	To the extent that the Assignor may, in any suit, action or proceeding brought
in any of the courts referred to in Clause 22.2 (b) or a court elsewhere arising out of
or in connection with this Assignment or any other Transaction Document to which such
Assignor is a party, be entitled to the benefit of any provision of law requiring the
Assignee in such suit, action or proceeding to post security for the costs of such
Assignor, or to post a bond or to take similar action, such Assignor hereby irrevocably
waives such benefit, in each case to the fullest extent now or in the future permitted
under the laws of the jurisdiction in which such court is located.
	 
	 	(j)	 	Each Assignor also irrevocably consents, if for any reason such Assignor’s
authorized agent for service of process of summons, complaint and other legal process
in any action, suit or proceeding is not present in England, to service of such papers
being made out of those courts by mailing copies of the papers by registered air mail,
postage prepaid, to such Assignor at its address specified pursuant to Section 8.02
(Notices) of the Loan and Guarantee Agreement. In such a case, the Assignee shall also
send by facsimile, or have sent by facsimile, a copy of the papers to such Assignor.





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IN WITNESS WHEREOF this Assignment has been signed on behalf of the Assignee and executed as a deed
by the Assignor and is intended to be and is hereby delivered by it as a deed on the date specified
above.




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SCHEDULE 1




Part A




Form of Notice of Assignment



To: Petrom Gas SrL




Date: 21, February 2007




Dear Sirs,





	1.	 	We hereby give you notice that we have assigned to International Finance Corporation
(the “Assignee”) pursuant to an assignment entered into by us in favour of the Assignee dated
December 21, 2006 all our right, title and interest in and to the Natural Gas Sale and
Purchase Contract dated December 21, 2006, by and between Toreador Resources Corporation
(Sucursala Bucuresti) and Petrom Gas SrL (the “Assigned Contract”) including all moneys which
may be payable in respect of the Assigned Contract.
	 
	2.	 	With effect from your receipt of this notice:






	 	(a)	 	all payments by you to us under or arising from the Assigned Contract (the
“Payments”) shall be made to the account specified in paragraph 4, or otherwise as the
Assignee may specify in writing from time to time; and
	 
	 	(b)	 	you are authorised and instructed, without requiring further approval from us,
to provide the Assignee with such information relating to the Assigned Contract as it
may from time to time request and to send copies of all notices issued by you under the
Assigned Contract to the Assignee as well as to us.
	 
	 	(c)	 	you are authorised and instructed, without requiring further approval from us,
to provide the Assignee with such information relating to the Assigned Contracts as it
may from time to time request and to send copies of all notices issued by you under the
Assigned Contracts to the Assignee as well as to us.
	 
	 	(d)	 	all remedies provided for in the Assigned Contracts or available at law or in
equity shall be exercisable by, or at the direction of, the Assignee, although we shall
remain liable to perform all the obligations assumed by us under the Assigned
Contracts;;
	 
	 	(e)	 	all rights, interests and benefits whatsoever accruing to or for the benefit
of ourselves arising from the Contract shall belong to the Assignee; and
	 
	 	(f)	 	you should continue to give notices under each Assigned Contract to us, in
each case, unless and until you receive written notice from the Assignee to the
contrary.






	3.	 	With effect from your receipt of this notice, you are irrevocably instructed to pay
all payments due and payable under the Assigned Contract to the following account:





     Account Name: Toreador Resources Corporation USA (Sucursala Bucuresti)



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Account Bank: ING BANK NV AMSTERDAM (Sucursala Bucuresti), 11-13, KISELEFF Avenue, PO BOX
2-202, 011342, Bucharest 1, Romania



	 	 	 	 	 	 	 	 	 
	Account Number:

	 	RON Account:
	 	 	8168598910	 	 	 
	 
	Bank SWIFT Code:

	 	INGBROBU	 	 	 	 	 	 
	 
	Bank IBAN Code:

	 	RON Account:
	 	 	RO79INGB0001008168598910
	 	 







(the “Specified Account”). We acknowledge and agree that any such payment into the
aforementioned accounts will constitute a payment to us in discharge of the applicable
obligation owed to us under the Assigned Contract.




	4.	 	The instructions contained in this notice may not be revoked, nor may the terms of the
Assigned Contract be amended, varied or waived in any material manner, or terminated without
the prior written consent of the Assignee.






	5.	 	Please acknowledge receipt of this notice by signing the acknowledgement on the
enclosed copy letter and returning it to the Assignee at 2121 Pennsylvania Avenue, N.W.,
Washington, D.C., 20433, USA marked for the attention of Director, Oil, Gas, Mining and
Chemicals Department.





     6. This notice is governed by English law.



Yours faithfully,




/s/ Nigel Lovett




For and on behalf of




TOREADOR RESOURCES CORPORATION, as Assignor



We confirm our agreement to the terms of this notice and instruct you, in accordance with Clause 2
of this notice, and with effect from the date of your receipt of this notice, that:





	(a)	 	the Payments shall be made to the Specified Account;
	 
	(b)	 	all remedies provided for in the Assigned Contract (or otherwise available) and all
rights to compel performance of the Assigned Contract shall be exercisable by Toreador
Resources Corporation; and
	 
	(c)	 	all rights, interests and benefits whatsoever accruing to or for the benefit of
ourselves arising from the Assigned Contract shall belong to Toreador Resources Corporation,




in each case until you receive written notification from us to the contrary.




/s/ Somit Varma




For and on behalf of



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     INTERNATIONAL FINANCE CORPORATION



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Part B




Acknowledgement



To: International Finance Corporation



We acknowledge receipt of a notice in the terms set out above and confirm that we have not received
notice of any previous assignments or charges of or over any of the rights, interests and benefits
in and to the Assigned Contract and that we will comply with the terms of the notice from the
Assignor.



We further confirm and agree that:





	(a)	 	we have not claimed or exercised and have no outstanding right to claim or exercise
any right of set-off, counterclaim or other right relating to the Payments;
	 
	(b)	 	no amendment, waiver or release in any material manner of any rights, interests and
benefits in and to the Assigned Contract shall be effective without your prior written
consent;
	 
	(c)	 	no termination of those rights, interests or benefits shall be effective unless we
have given you thirty (30) days written notice of the proposed termination, specifying the
action necessary to avoid such termination; and
	 
	(d)	 	all payments shall be paid by us into the Specified Account unless we are instructed
in writing by you to the contrary.




We acknowledge receipt of instructions from you in connection with the assignment of the Assigned
Contract and confirm that we shall act in accordance with them until we receive written
notification from you to the contrary.



For and on behalf of Petrom Gas SrL




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






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SCHEDULE 2




Assigned Contract




Part A



Natural Gas Sale and Purchase Contract between Toreador Resources Corporation (Bucharest branch)
and Petrom Gas Srl dated December 21, 2006




Part B



Any contract entered into by the Assignor from time to time relating to oil or gas production in
Romania.




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THE ASSIGNOR




EXECUTED as a DEED




TOREADOR RESOURCES CORPORATION




	 	 	 
	/s/ Nigel Lovett
	 	 
	 

Director

	 	 
	 
	 	 
	/s/ Shirley Z. Anderson
	 	 
	 

Director/Secretary

	 	 






	 	 	 	 	 
	THE ASSIGNEE	 	 
	 
	INTERNATIONAL FINANCE CORPORATION	 	 
	 
	By:

	 	/s/ Somit Varma	 	 
	 

	 	 	 	 
	Name:

	 	Somit Varma	 	 
	Title:

	 	Associate Director	 	 







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