No. ANNEX A
96
PROJECT COST AND FINANCIAL PLAN
96
ANNEX B
97
KEY AUTHORIZATIONS
97
ANNEX C
99
INSURANCE REQUIREMENTS
99
ANNEX D
102
PROHIBITED ACTIVITIES
102
SCHEDULE 1
104
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY
104
SCHEDULE 2
106
FORM OF REQUEST FOR LOANS
106
SCHEDULE 3
109
FORM OF LOAN RECEIPT
109
SCHEDULE 4
110
FORM OF SERVICE OF PROCESS LETTER
110
SCHEDULE 5
112
IFC BASE CASE ASSUMPTIONS
112
SCHEDULE 6
115
FORM OF LETTER TO COMPANY'S AUDITORS
115
SCHEDULE 7
117
INFORMATION TO BE INCLUDED IN QUARTERLY AND ANNUAL REVIEW OF
OPERATIONS
117
SCHEDULE 8
123
GROUP OWNERSHIP
123
LOAN AND GUARANTEE AGREEMENT
LOAN AND GUARANTEE AGREEMENT (the "Agreement") dated December 28, 2006, between:
(A)
TOREADOR RESOURCES CORPORATION, a corporation organized and existing under
the laws of Delaware, as a guarantor (the "Company");
(B)
TOREADOR TURKEY
LTD., a company organized and existing under the laws of the Cayman Islands, as
a borrower, and as a guarantor ("Toreador Turkey");
(C)
TOREADOR ROMANIA
LTD., a company organized and existing under the laws of the Cayman Islands, as
a borrower, and as a guarantor ("Toreador Romania");
(D)
MADISON OIL FRANCE
SAS, a sociétés par actions simplifies, organized and existing under the laws of
France, as a borrower and a guarantor ("Madison Oil");
(E)
TOREADOR ENERGY
FRANCE S.C.S, a sociétés en commandite simple, organized and existing under the
laws of France, as a borrower and a guarantor ("Toreador France");
(F)
TOREADOR INTERNATIONAL HOLDING L.L.C., a limited liability company organized and
existing under the laws of Hungary, as a guarantor ("Toreador International");
and
(G)
INTERNATIONAL FINANCE CORPORATION, an international organization
established by Articles of Agreement among its member countries including the
Cayman Islands ("IFC"),
the parties listed as (B), (C), (D) and (E) being each a "Borrower" and the
parties listed as (A) to (F) being each a "Guarantor" (in the case of the
parties listed as (B), (C), (D) and (E), such parties being a Guarantor with
respect to the obligations of the other Borrowers) and the Borrowers and the
Guarantors together being the "Obligors".
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ARTICLE I
Definitions and Interpretation
Section 1.01. Definitions. Wherever used in this Agreement, the following
terms have the meanings opposite them:
"A Loan"
the principal amount of each borrowing under the A Loan
Facility or, as the context requires, the principal amount outstanding of that
borrowing; provided that for avoidance of doubt, and in accordance with
Section 2.02(c) hereof, on each Interest Payment Date all A Loans (including
Rollover Loans) outstanding prior to such Interest Payment Date shall (to the
extent not repaid and subject to the fulfillment of the conditions for the
making of each Rollover Loan set forth in Section 5.02 (Conditions of All
Disbursements) and Section 5.04 (Certification)) be rolled over into a single A
Loan on such Interest Payment Date;
"A Loan Facility"
the facility specified in Section 2.01(a)(i)
(Loan Procedure and Rollover) or, as the context requires, its principal amount
from time to