made is: [
].
[ Remainder of page left blank intentionally.]
104
Exhibit C
FORM OF LETTER OF CREDIT
TO: NAME OF BANK
FORM OF DOCUMENTARY CREDIT
IRREVOCABLE STANDBY
DOCUMENTARY CREDIT NUMBER
DATE OF ISSUE
DATE AND PLACE OF EXPIRY..........[
]
APPLICANT BANK - NAME AND ADDRESS
BNP PARIBAS (SUISSE) SA
APPLICANT
BNP PARIBAS (SUISSE) SA
LONDON
BENEFICIARY - NAME AND ADDRESS
CURRENCY CODE, AMOUNT
AVAILABLE WITH
BNP PARIBAS (SUISSE) SA
BY PAYMENT
DOCUMENTS REQUIRED
CLAIM DOCUMENTATION
BENEFICIARY'S BANKERS AUTHENTICATED SWIFT STATING THAT
.....................................................................................
.....................................................................................
AND THAT THE BENEFICIARY IS THEREBY CLAIMING THE SUM DUE
ADDITIONAL CONDITIONS
WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER .............DATED
................FOR AN AMOUNT OF .................. IN FAVOUR OF (INSERT NAME OF BENEFICIARY) (THE
BENEFICIARY), THIS STANDBY LETTER OF CREDIT COVERS................
................................................................................................
AND IS AVAILABLE WITH BNP PARIBAS (SUISSE) SA BY PAYMENT AGAINST THE ABOVE
MENTIONED CLAIM DOCUMENTATION.
TT REIMBURSEMENT AND PARTIAL DRAWINGS ARE ALLOWED.
THIS STANDBY LETTER OF CREDIT EXPIRES AT OUR COUNTERS ON
................
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (2007 REVISION) INTERNATIONAL CHAMBER OF COMMERCE
(PUBLICATION NO. 600).
WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO HONOR ALL CLAIMS MADE BY
THE BENEFICIARY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS STANDBY
LETTER OF CREDIT WITHIN THREE WORKING DAYS AFTER OUR RECEIPT THEREOF.
105
EXHIBIT D
FORM OF COMPLIANCE certificate
Date:
, 20
To:
BNP Paribas (Suisse) SA
Re:
Credit Agreement, dated as of May 6, 2014 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
made by and among (among others), AMITY OIL INTERNATIONAL PTY LTD, DMLP, LTD.,
PETROGAS PETROL GAZ VE PETROKIMYA ÜRÜNLERI İNŞAAT SANAYI VE TICARET A.Ş., TALON
EXPLORATION, LTD., TRANSATLANTIC EXPLORATION MEDITERRANEAN INTERNATIONAL PTY.
LTD. and TRANSATLANTIC TURKEY, LTD. (collectively, the "Borrowers") and BNP
PARIBAS (SUISSE) SA (the "Administrative Agent"). Capitalized terms used but not
otherwise defined herein have the meanings provided in the Credit Agreement.
Ladies and Gentlemen:
The undersigned Responsible Officer hereby certifies as of the date hereof that
[he/she] is the
of the Borrowers, and that, in [his/her] capacity
as such, [he/she] is authorized to execute and deliver this Certificate to the
Lender on the behalf of the Borrowers, and that:
[Use following paragraph for Fiscal Year-end financial statements]
[1.
Attached hereto as Schedule 1 are the year-end unaudited financial
statements required by Section 7.1(a)(ii) of the Credit Agreement for the fiscal
year of the Borrowers ended as of the above date, together with the report and
opinion of an independent certified public accountant required by such section.]
[Use following paragraph for Fiscal Quarter end financial statements]
[1.
Attached hereto as Schedule 1 are the unaudited Combined financial
statements of the Borrowers required by Section 7.1(b)(ii) of the Credit
Agreement for the Fiscal Quarter ended as of the above date. Such financial
statements fairly present the financial condition, results of operations and
cash flows of the Borrowers and their Subsidiaries in accordance with GAAP as