Exhibit 10.1


 


PARENT CORPORATE GUARANTY


 


This PARENT CORPORATE
GUARANTY, dated as of September 17, 2008 (the “Guaranty”), made by PETROL
OFISI AS, a company established and operating under the laws of Turkey (the “Parent”),
in favor of TOREADOR TURKEY LIMITED, a company established and operating under
the laws of the Cayman Islands, and TOREADOR TURKEY LIMITED, ANKARA TURKEY
BRANCH, a branch office established and operating under the laws of Turkey
(collectively, “Toreador”).


 


Unless
otherwise defined in this Guaranty, terms defined in the Assignment Agreement
shall have the meaning ascribed thereto when used in this Guaranty.


 


RECITALS


 


WHEREAS, the Parent and its subsidiary, PETROL OFISI
ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM
ŞİRKETİ, a company established and operating under the laws of
Turkey (the “Subsidiary”) have entered into an Assignment Agreement dated September 17,
2008 (the “Assignment Agreement”) by and between Toreador, Toreador Resources
Corporation, a company established and operating under the laws of the state of
Delaware, USA, the Parent and the Subsidiary.


 


WHEREAS, the Parent has agreed to guarantee the obligations
that will arise during the Interim Period of the Subsidiary under the
Assignment Agreement as described in this Parent Corporate Guaranty as well as
the payment of the Assignment Price which shall be fulfilled at the Closing
Date, subject to provisions of Article 110 of Turkish Code of Obligations a
security for the duly and punctual fulfillment by the Subsidiary and the Parent
of all of obligations that will arise during the Interim Period under the
Assignment Agreement (“Guaranty”).


 


NOW THEREFORE, in consideration of the mutual
covenants and premises contained herein, the Parent and Toreador agree as
follows:


 


SECTION 1.    Guaranty.    The
Parent hereby irrevocably and unconditionally guarantees the duly and punctual
performance of any and all obligations of Assignee that will arise
during the Interim Period contained in the Assignment Agreement. If for any reason whatsoever the
Subsidiary shall fail or be unable duly, punctually and fully to perform
obligations related to the Interim Period, the Parent shall promptly perform
each and every such obligation, or cause each such obligation to be promptly
performed.


 


SECTION 2.    Guaranty
Absolute.    The liability of the Parent related to Guaranty
with respect to the guaranteed obligations shall be absolute and unconditional,
irrespective of:


 


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(a)           any release or amendment or waiver of
or consent to departure from any other guaranty of the obligations of the
Subsidiary under the Agreement;


 


(b)           any change in ownership of the
Subsidiary or any change, whether direct or indirect, in the Parent’s
relationship to the Subsidiary, including, without limitation, any such change
by reason of any merger or any sale, transfer, issuance, or other disposition
of any stock of the Subsidiary, ,provided that public shares of the Parent are
excluded from this obligation; or


 


(c)           notice of the occurrence of any of
the foregoing.


 


In no event shall the
obligations of the Parent hereunder exceed the obligations the Parent has as a
party to the Assignment Agreement, and the Parent shall have all rights and
defenses, set-offs, counter claims, reductions, diminutions or limitations of
the Subsidiary under the terms of the Assignment Agreement.


 


SECTION 3.    Representations.    The
Parent hereby represents as follows:


 


(a)           The Parent is duly established,
validly existing and in good standing under the laws of Turkey and has all
requisite corporate powers and authorities to own its properties and assets and
to carry out its business as now conducted;


 


(b)           The Parent has all requisite
corporate powers and authorities to enter into and executed this Guaranty and carry
out its obligations hereunder.  The
execution and delivery of this Guaranty and the performance of the Parent’s
obligations hereunder have been duly authorized by its board of directors and
no other corporate proceedings are necessary to authorize such execution and
performance.  This Guaranty has been duly
executed by the Parent and constitutes its valid and binding obligations,
enforceable against it in accordance with its terms;


 


(c)           The execution and
performance by the Parent of this Guaranty do not and will not violate or
conflict with any provision of its memorandum or articles of association and do
not and will not violate any provision of law, or any order, judgment or decree
of any court or other governmental or regulatory authority, nor violate nor
will result in a breach of or constitute (with due notice or lapse of time or
both) a default under any contract, lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which the Parent
is a party or by which it is bound or to which any of their respective
properties or assets is subject.


 


SECTION 4.    Amendments.  No amendment or waiver of any provision of
this Guaranty nor consent to any departure by the Parent therefrom shall, in
any event, be effective unless the same shall be in writing and signed by
Toreador, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose given.


 


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SECTION 5.    Addresses for Notices.  Notices and other
communications required or permitted hereunder shall be delivered in person or
sent by registered or certified mail (preceded by a voluntary facsimile copy if
desired by the sender), postage prepaid, addressed to:


 


In
case of the Parent:


 


Attn. Mr. Ramazan Güney


Fax:
+90 312 427 44 06


Email:
ramazang@poas.com.tr


Address:
Atatürk Bulvarı Celal Bayar İş Merkezi No. 211 Kat 9
Kavaklıdere, Ankara, Turkey


 


In case of Toreador:


 


Attn. Mr. Roy A. Barker


Fax:+ 90 312 468 50 84


Email:
rbarker@toreadorturkey.com


Address : Cinnah Caddesi
Göreme Sokak No:1/3 Kavaklıdere, Ankara, Turkey


 


or to such other
address or number as shall be furnished in writing by any such Party; provided
however, that notices or communications consisting of notices of default,
termination or rescission shall be sufficiently given only if delivered via a
Turkish notary, by registered mail or by courier, and shall be deemed to have
been received on the actual date of receipt


 


SECTION 6.    No
Waiver, Remedies.  No failure on the
part of the Parties to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise thereof, or the exercise of any other right operate as a waiver
thereof.


 


SECTION 7.    Continuing
Guaranty.


 


(a)           This Guaranty shall be only valid
with respect to the obligations of the Subsidiary that may arise during the
Interim Period and shall survive for a period of 3 (three) years from
the Closing Date for the claims other than Tax and 5 (five) years  plus 120 days from the Closing Date for the claims related
to Tax.


 


(b)           None of the parties hereto shall
assign this Guaranty or any portion hereof, or any of the rights or obligations
hereunder, whether by operation of law or otherwise, without the prior written
consent of the other party, which consent may be withheld for any reason. This
Guaranty shall inure to the benefit of, and be binding upon, the successors and
permitted assigns of the parties.


 


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SECTION 8.    Severability.  If any provision hereof is invalid or
unenforceable in any jurisdiction, the other provisions hereof shall remain in
full force and effect in such jurisdiction and the remaining provisions hereof
shall be construed in order to carry out the provisions hereof.  The invalidity or unenforceability of any
provision of this Guaranty in any jurisdiction shall not affect the validity or
enforceability of any such provision in any other jurisdiction.


 


SECTION 9.    Expenses. All costs and expenses of Toreador incurred in connection with the
enforcement of this Corporate Guarantee including but not limited to legal fees
shall be for the account of the Parent.


 


SECTION 10.  Governing Law.  This
Guarantee shall be governed by the laws of Turkey and any disputes will be
brought before Ankara Courts and Execution Offices.


 


IN WITNESS WHEREOF,
the parties has caused this Guaranty to be duly executed and delivered as of
the date first above written.


 


SIGNATORIES


 


	
  Parent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Melih Türker

  	
   

  	
  /s/
  Ogeday Çağtay

  
	
  Mr. Melih
  Türker

  	
   

  	
  Mr. Ogeday
  Çağtay

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Toreador
  Turkey Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Roy A. Barker

  	
   

  	
   

  
	
  Mr. Roy
  A. Barker

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Toreador
  Turkey Limited, Ankara Branch

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Represented
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Roy A. Barket

  	
   

  	
   

  
	
  Mr. Roy
  A. Barker

  	
   

  	
   

  



 


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