Exhibit 10.1
FOURTH AMENDMENT TO CREDIT
AGREEMENT
THIS AGREEMENT is made on
April 28, 2009.
BETWEEN:
DALEA PARTNERS, LP.
,
as Lender
AND:
TRANSATLANTIC PETROLEUM
CORP. ,
as Borrower
WHEREAS:
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A.
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The parties
hereto entered into a credit agreement made as of November 28,
2008 (the “ Credit Agreement ”) wherein the
Lender agreed to establish the Loan in favor of the
Borrower;
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B.
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The parties
hereto entered into a First Amendment to Credit Agreement effective
January 21, 2009;
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C.
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The parties
hereto entered into a Second Amendment to Credit Agreement
effective February 4, 2009;
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D.
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The parties
hereto entered into a Third Amendment to Credit Agreement effective
February 11, 2009;
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E.
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The parties
hereto have agreed to further amend the Credit Agreement, as herein
set out.
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NOW THEREFORE THIS AGREEMENT
WITNESSES THAT in consideration of the premises and of other good
and valuable consideration (the receipt whereof is hereby
acknowledged), the parties hereto agree as follows:
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1.
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Unless
otherwise defined herein or unless the context otherwise requires,
defined words and terms used in the Credit Agreement shall have the
same meanings when used herein.
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2.
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The Credit
Agreement shall be and is hereby modified as follows:
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(a)
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The following
recital is added to “Background”:
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“C.
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To facilitate
the oil and gas exploration and development activities of Borrower,
the Lender has agreed to lend to the Borrower and the Borrower has
agreed to borrow from the Lender the principal amount of up to the
Additional Committed Amount (as defined below), on the terms and
subject to the conditions of this Agreement.”
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(b)
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Paragraph 1 is
amended by adding the following definitions and renumbering the
remaining definitions accordingly:
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“(a)
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“Additional Advance”
has the meaning set forth in
paragraph 2A;
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(b)
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“Additional Committed
Amount” means USD
$14,000,000;
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(c)
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“
Additional Loan ” means the loan to be made by the
Lender to the Borrower pursuant to paragraph 2A;”
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(c)
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Paragraph 1(f)
(“Committed Amount”) shall be amended by replacing
“USD $69,000,000” with “USD
62,000,000”;
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(d)
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Paragraph 1(g)
(“Commitment Termination Date”) shall be amended by
replacing “March 31, 2009” with “May 30,
2009”;
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(e)
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Paragraph 1(x)
(“Transaction Closing Date”) is deleted in its entirety
and replaced with the following:
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““ Transaction
Closing Date ” means April 20,
2009;”
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(f)
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Paragraph 2(b)
shall be amended by replacing “USD $69,000,000” with
“USD 62,000,000”;
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(g)
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The following
Paragraph 2A is inserted immediately following Paragraph
2:
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“2A.
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The Additional
Loan.
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(a) Lender will advance to the
Borrower in multiple advances the aggregate principal amount of up
to the Additional Committed Amount.
(b) Notwithstanding anything to the
contrary, the Additional Loan shall be denominated (and deemed
made) in U.S. Dollars and the Outstanding Balance shall be
denominated, calculated and determined in U.S. Dollars, and shall
be prepaid or paid when due in U.S. Dollars. The advances under the
Additional Loan (each, an “Additional Advance”) shall
be a minimum of USD $1,000,000 each, up to an aggregate maximum
principal amount of USD $14,000,000. For eac
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