exv10w1



 





Exhibit 10.1









August 9, 2007




Toreador Resources Corporation

4809 Cole Avenue

Suite 108

Dallas, Texas 75205

Facsimile: (214) 559 3933





			
	Attention:	 	Mr. Charles J. Campise, Vice President, Finance & Accounting & CAO





Dear Gentlemen:





			
	     Re: 	 	Toreador Resources Corporation; Investment No. 25485

Amendment
No. 1 to the Loan and Guarantee Agreement





     Reference is made to the Loan and Guarantee Agreement dated December 28, 2006
(the “Loan and Guarantee Agreement”), between Toreador Resources Corporation, Toreador
Turkey Ltd., Toreador Romania Ltd., Madison Oil France SAS, Toreador Energy France S.C.S,
Toreador International Holding Limited Liability Company (collectively the
“Obligors”), and International Finance Corporation (“IFC”).



     Reference is further made to your letter dated June 28, 2007, whereby the parties
requested to amend the Loan and Guarantee Agreement to reflect a change in the current
ratio requirements using EBITDA to EBITDAX.



     Terms defined in the Loan and Guarantee Agreement shall have the same meanings
ascribed thereto when used in this amendment letter.



     Effective as of the date of this letter, it is hereby agreed as follows:



     1. In Section 1.01 the definition of “EBITDA” is hereby deleted in its
entirety;



     2. In Section 1.01 the definition of “Interest Coverage Ratio” is hereby
deleted and replaced in its entirety by the following:



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	“Interest Coverage Ratio”	 	for any Calculation Period, the result obtained by dividing the:
	 
	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	EBITDAX for such Calculation Period; by






2121 Pennsylvania Ave.,
N.W.  •  Washington, D.C. 20433 USA  •   Phone
(202) 473-1000  •   Facsimile: (204) 477-6391










 



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	 	 	 	(ii)
	 	the aggregate amount of all interest paid or
payable for such period, net of any interest
actually earned during such Calculation Period,
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	all such amounts calculated on a
Consolidated Basis; “






     3. Section 6.01(m)(iii) is hereby deleted and replaced in its entirety by the
following:




	 	(iii)	 	Adjusted Financial Debt to EBITDAX ratio of not more than 3.0:1.0;





     Except as otherwise expressly provided herein, the provisions of the Loan and
Guarantee Agreement remain in full force and effect.



     This amendment letter may be executed in several counterparts, each of which shall be
considered an original, but all of which together shall constitute one and the same
agreement.



     Please confirm your acceptance of and agreement with the terms and conditions of this
amendment letter by signing below and returning it to IFC.



Very truly yours,




INTERNATIONAL FINANCE CORPORATION




/s/ Somit Varma

Somit Varma

Director

Oil, Gas, Mining, and Chemicals Department




ACKNOWLEDGED AND AGREED

on this 9th day of August, 2007










 



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TOREADOR RESOURCES CORPORATION




By: /s/
Charles J. Campise               

Name: Charles J. Campise               

Title: VP Finance & Acct/CAO       




TOREADOR TURKEY LTD.




By: /s/ Charles J. Campise                

Name: Charles J. Campise                

Title: Director                                    




TOREADOR ROMANIA LTD.




By: /s/ Charles J. Campise                

Name: Charles J. Campise                

Title: Director                                    




MADISON OIL FRANCE SAS




By: /s/
Emmanuel Mousset               

Name: Emmanuel Mousset               

Title: President                                  




TOREADOR ENERGY FRANCE S.C.S.




By: /s/
Emmanuel Mousset               

Name: Emmanual Mousset               

Title: President                                  










 



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TOREADOR INTERNATIONAL HOLDING LIMITED LIABILITY COMPANY




By: /s/ Charles J. Campise                

Name: Charles J. Campise                

Title: Director