EXHIBIT 10.3
THIS AGREEMENT MADE AS OF
THE 28th DAY OF JUNE, 2002
BETWEEN:
TULLOW PAKISTAN (DEVELOPMENTS) LIMITED
(hereinafter referred to as the "Creditor")
--and--
TOREADOR RESOURCES CORPORATION
(hereinafter referred to as the "Debtor")
WHEREAS the Creditor has commenced proceedings against Trans-Dominion
Energy Corporation and others in Action No. 9901-16339; in the Court of Queen's
Bench of Alberta, Judicial Centre of Calgary, (the "Action");
AND WHEREAS Trans-Dominion Energy Corporation subsequently amalgamated
with Madison Oil Company to form the amalgamated corporation Madison Oil
Company;
AND WHEREAS Madison Oil Company subsequently amalgamated with Toreador
Resources Corporation, a body corporate having a place of business in the City
or Dallas, in the State of Texas, United States of America, to form the
amalgamated corporation Toreador Resources Corporation, the "Debtor" herein;
AND WHEREAS the Creditor and the Debtor have agreed to terms of
compromise of the matters in dispute in the Action, as set out herein;
NOW THEREFORE in consideration of the covenants set out herein the
parties hereto covenant and agree as follows:
-2-
1. The matters set forth in the preamble to this Agreement, above, are
acknowledged to be true.
2. The Debtor shall pay to Macleod Dixon LLP, in trust for the Creditor
the sum of FIFTY THOUSAND DOLLARS ($50,000.00) in United States funds
at the time of execution of this Agreement, which funds shall be
releaseable from trust immediately.
3. The Debtor shall pay to the Creditor the further sum of THREE HUNDRED
AND FIFTY THOUSAND DOLLARS ($350,000.00) in United States funds no
later than February 3, 2003. Such funds shall be paid to Macleod Dixon
LLP (Attention: Andrew R. Robertson) ("counsel for the Creditor") in
trust under trust conditions providing that it shall not be released to
the Creditor until a Discontinuance of Action No. 9901-16339 has been
filed at the Court of Queen's Bench of Alberta and the executed Release
described below bas been provided to the Debtor's counsel.
4. Upon the receipt, no later than February 3, 2003, by counsel for the
Creditor of the funds required herein to be paid, the Creditor shall
instruct such legal counsel to file promptly a Discontinuance of Action
in the Action and deliver promptly to Code Hunter LLP (Attention: David
de Vlieger) a filed copy of the said Discontinuance and an executed
Release in the form attached hereto as SCHEDULE "A". The Debtor shall
instruct Code Hunter LLP to consent to the said Discontinuance without
costs payable to any party.
5. In the event that the Debtor does not pay the funds requited on or
before February 3, 2003, then the parties agree that the Creditor may
discontinue the Action as against Karak Petroleum Pakistan Ltd. and
thereafter the proceedings in the Action shall continue according to
the schedule set out on the draft Consent Order attached hereto as
SCHEDULE "B", and the Debtor and Creditor hereby instruct their legal
counsel to consent irrevocably, immediately upon execution of this
Agreement, to the said Consent Order and that the Consent Order shall
be held by counsel for the Creditor until February 4, 2003 on the
following terms:
-3-
(a) If the sum of THREE HUNDRED AND FIFTY THOUSAND DOLLARS
($350,000.00) (as well as the initial FIFTY THOUSAND DOLLARS
($50,000) (U.S. Funds) is not paid on or before February 3,
2003, the Order may be presented to the Court for signature
and entry, and
(b) If the said sum is paid on or before February 3, 2003, then
the Order shall not be used.
6. If the Creditor discontinues the Action as against Karak Petroleum
Pakistan Ltd., such discontinuance shall be without prejudice to the
respective legal positions of the parties to this Agreement.
7. This Agreement shall be governed by the laws of Alberta and, as
applicable, the laws of Canada.
IN WITNESS WHEREOF the parties have executed this Agreement, in
counterpart and by facsimile, as of the date first set out above.
TULLOW PAKISTAN (DEVELOPMENTS) LIMITED
Per: /s/ Graham Martin, Director
---------------------------------------------
TOREADOR RESOURCES CORPORATION
Per: /s/ G. Thomas Graves III, President and CEO
---------------------------------------------
SCHEDULE "A"
RELEASE
KNOW ALL PERSONS BY THESE PRESENTS that TULLOW PAKISTAN (DEVELOPMENTS)
LIMITED, being a body corporate incorporated in Jersey, Channel Islands, having
its registered office at Channel House, Green Street, St. Helier, Jersey in the
City of London, in the United Kingdom of Great Britain and Northern Ireland, for
and in consideration of the sum of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00)
in United States Currency, paid by or on behalf of TOREADOR RESOURCES
CORPORATION, the receipt and sufficiency whereof being hereby acknowledged, does
hereby remise and release, and does forever discharge TOREADOR RESOURCES
CORPORATION, as well as TRANS-DOMINION ENERGY CORPORATION and TRANS-DOMINION
HOLDING LTD. as well as their successors and assigns (collectively referred to
herein as the "RELEASEES"), of and from all actions, causes of action, suits,
debts, dues, sums of money, claims and demands whatsoever at law or in equity
which it ever had, or now has, or which it, or its successors or assigns
hereafter can, shall, or may have against the RELEASEES, or any of them, in
relation to any matter or matters or claims whatsoever, including any matter or
matters or claims which arise out of or are in any way connected with:
(a) the matters referred to and alleged in the pleadings filed in
Action Number 9901-16339 in the Court of Queen's Bench of
Alberta, Judicial Centre of Calgary,
(b) that Joint Operating Agreement made the 21st day of July, 1987
between Ranger Oil Limited, Sabre Petroleum Limited and Oil &
Gas Development Corporation, as amended and assigned.
TULLOW PAKISTAN (DEVELOPMENTS) LIMITED acknowledges that the taking of
this Release shall not be construed as an admission of any liability on the part
of any of the RELEASEES.
IN WITNESS WHEREOF the undersigned has executed this Release by its
officer duly authorized in that behalf as of this ___th day of ___________,
200_.
TULLOW PAKISTAN (DEVELOPMENTS) LIMITED
Per:
----------------------------------------
SCHEDULE "B"
Action No. 9901-16339
IN THE COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE OF CALGARY
BETWEEN:
TULLOW PAKISTAN (DEVELOPMENTS) LIMITED
Plaintiff
-and-
TRANS-DOMINION ENERGY CORPORATION, TRANS-DOMINION HOLDING LTD.
AND KARAK PETROLEUM PAKISTAN LTD.
Defendants
BEFORE THE HONOURABLE ) At the Courthouse, in the City of Calgary,
JUSTICE ) in the Province of Alberta, on _________,
IN CHAMBERS ) the ___ day of _________, 2003
CONSENT ORDER
UPON the application of Counsel for the Plaintiff; AND UPON noting the
consent endorsed thereon by Counsel for the Defendant, Trans-Dominion Energy
Corporation and Trans-Dominion Holding Ltd.; AND UPON BEING ADVISED that the
Defendant, Karak Petroleum Pakistan Ltd., is in bankruptcy proceedings in the
Isle of Man, British Isles; IT IS HEREBY ORDERED as follows:
1. The Defendant Trans-Dominion Energy Corporation shall provide answers
to all undertakings given by its representative at Examinations for
Discovery no later than Friday, February 14, 2003.
2. Examinations for Discovery by both Plaintiff and Defendants on matters
arising out of undertakings shall be completed on or before March 31,
2003.
3. A pre-trial conference shall be arranged for the first date following
March 31, 2003 as is convenient to the Court's schedule as well as
counsel for the Plaintiff and the Defendant, Trans-Dominion Energy
Corporation and Trans-Dominion Holding Ltd.
4. The Plaintiff's discontinuance of its claim against Karak Petroleum
Pakistan Ltd. shall be without prejudice to its claim against the
remaining Defendants.
5. The parties are given leave to return to the Court for any further
Order as may be necessary to achieve the expeditious trial of this
matter.
-----------------------------------------
J.C.Q.B.A
Entered this ___ day of ____________, 2002
- -----------------------------------------
Clerk of the Court
CONSENTED TO this __day of July, 2002.
MACLEOD DIXON LLP
Per:
-----------------------------------
Andrew R. Robertson
Solicitors for the Plaintiff
CODE HUNTER LLP
Per:
-----------------------------------
David de Vlieger
Solicitors for the Defendants,
Trans-Dominion Energy Corporation
and Trans-Dominion Holding Ltd.
Action No. 9901-16339
- --------------------------------------------------------------------------------
IN THE COURT OF QUEEN'S BENCH
OF ALBERTA
JUDICIAL CENTRE OF CALGARY
- --------------------------------------------------------------------------------
BETWEEN:
TULLOW PAKISTAN
(DEVELOPMENTS) LIMITED
Plaintiff
-and-
TRANS-DOMINION ENERGY
CORPORATION, TRANS-DOMINION
HOLDING LTD.
AND KARAK PETROLEUM
PAKISTAN LTD.
Defendants
- --------------------------------------------------------------------------------
CONSENT ORDER
- --------------------------------------------------------------------------------
Macleod Dixon LLP
Barristers & Solicitors
3700, 400 - Third Avenue SW
Calgary, Alberta T2P 4H2
Andrew R. Robertson
Telephone: 267-8287
Telecopier: 264-5973
File No. 169951