Attached files
file | filename |
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EX-31.2 - EX-31.2 - TRANSATLANTIC PETROLEUM LTD. | tat-ex312_7.htm |
EX-21.1 - EX-21.1 - TRANSATLANTIC PETROLEUM LTD. | tat-ex211_10.htm |
EX-23.2 - EX-23.2 - TRANSATLANTIC PETROLEUM LTD. | tat-ex232_298.htm |
EX-99.1 - EX-99.1 - TRANSATLANTIC PETROLEUM LTD. | tat-ex991_299.htm |
EX-23.1 - EX-23.1 - TRANSATLANTIC PETROLEUM LTD. | tat-ex231_386.htm |
10-K - 10-K - TRANSATLANTIC PETROLEUM LTD. | tat-10k_20151231.htm |
EX-32.1 - EX-32.1 - TRANSATLANTIC PETROLEUM LTD. | tat-ex321_14.htm |
EX-31.1 - EX-31.1 - TRANSATLANTIC PETROLEUM LTD. | tat-ex311_18.htm |
EX-32.2 - EX-32.2 - TRANSATLANTIC PETROLEUM LTD. | tat-ex322_16.htm |
Exhibit 10.22
Confidential
Amended Promissory Note
Term Sheet
March 30, 2016
This term sheet summarizes certain terms proposed by the Special Committee of the Board of Directors of TransAtlantic Petroleum LTD. (the “Company”) regarding the potential amendment of the Promissory Note made by Dalea Partners, LP (“Dalea Partners”) on June 13, 2012 in favor of the Company (the “Note”).
Certain Terms of the Note as Currently in Effect
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Principal Amount: |
$11,500,000.00
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Interest Rate and Payment: |
3% per annum, with accrued interest paid quarterly on each January 1, April 1, July 1 and October 1 during the term of the Note
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Maturity Date (without acceleration): |
June 13, 2017
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Certain Events Resulting in Acceleration of the Note: |
(1) (2)
(3) (4)
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IPO by Viking Services B.V. (“Viking”) or majority holder of equity securities of Viking; disposal by Viking of majority of equity of subsidiaries of Viking (Viking International Ltd. (“VIL”) and Viking Geophysical Services) or substantially all of the assets of either subsidiary to a person not an affiliate of Viking; reduction of Dalea Partners’ and its affiliates’ equity interest in Viking below 35%; disposal by Dalea Partners or Viking of all or substantially all of its assets to any person that did not own a controlling equity interest in Dalea Partners or Viking when the Note was made; or acquisition by any person that did not own a controlling equity interest in Dalea Partners or Viking when the Note was made of more than 50% of the voting interests of Dalea Partners or Viking.
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Original Collateral: |
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None, but the Note is subject to a Guaranty, dated June 13, 2012, executed by N. Malone Mitchell, 3rd (“NMM”) in favor of the Company.
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The principal amount of the Note would be reduced by offsetting the principal amount of the Note against and in exchange for the payable owed by TransAtlantic Albania Ltd. to VIL and subject to an indemnity obligation of the Company in the amount of $3,535,946.79 (the “Account”), which account has been assigned, or is assignable, by VIL to a person designated by NMM in connection with the Viking Restructuring. In connection with the foregoing, NMM would cause VIL to assign (and to obtain any third party consents necessary to permit the assignment of) the Account to Dalea Partners so that it may be exchanged for the reduction in the Note contemplated above.
As a result of the foregoing, the principal balance of the Note, as amended, would be $7,964,053.21.
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Collateral: |
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Dalea Partners would pledge as security for the Note the 13% Convertible Notes of the Company held by Dalea Partners in the principal amount of $2,050,000 (the “Dalea Convertible Notes”). NMM may convert or exchange the Dalea Convertible Notes into or for other securities of the Company. Any newly exchanged or converted security would then be pledged as substitute collateral.
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Principal Reduction: |
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Dalea Partners would agree that interest payable to Dalea Partners under the Dalea Convertible Notes would not be paid to Dalea Partners and instead would be credited against the outstanding principal balance of the Note. If the Dalea Convertible Notes are converted or exchanged as contemplated in the collateral provision above, any interest or dividends payable to Dalea Partners on these other securities of the Company would also be credited against the outstanding principal balance of the Note. Dalea Partners would execute an irrevocable instruction to the paying agent for the Dalea Convertible Notes (and would agree to execute a similar letter if the Dalea Convertible Notes are converted or exchanged as described above) to pay any interest otherwise due under the Dalea Convertible Notes to the Company and the Company would agree to apply such amounts against the outstanding principal of the Note.
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Maturity Date: |
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The maturity of the Note would be extended by two years to June 13, 2019.
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Interest Rate: |
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The interest rate and interest payment terms of the Note would remain the same.
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Guaranty: |
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The Guaranty of the Note by NMM would remain in effect, but be amended so that the Guaranty would be deemed applicable to the Note as modified.
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(1) (2) (3) (4) (5) |
The following operative documents will be prepared in connection with these proposed terms:
Note Amendment Agreement outlining the transaction and the obligations of the parties thereunder. Amended and Restated Note Pledge Agreement Assignment Agreement (relating to the assignment of the Account) Irrevocable Instruction to Paying Agent |
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The undersigned agree that this Summary of Terms reflects our mutual intentions to enter into definitive agreements based on the foregoing terms.
In furtherance of the foregoing, the Company hereby waives any requirement under the Note that Dalea Partners pay any amount of the principal of the Note that is or may be otherwise due in connection with the Viking Restructuring; provided that not later than April 15, 2016 Dalea Partners shall (1) enter into the Note Amendment Agreement, the Amended and Restated Note and the Pledge Agreement, each in accordance with the terms set forth herein and (2) concurrently execute and deliver to the Company an assignment of the Account pursuant to the foregoing agreements and in the form of Exhibit A hereto.
TRANSATLANTIC PETROLEUM LTD., |
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a Bermuda exempted company |
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By: |
/s/ Chad Burkhardt |
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Name: |
Chad Burkhardt |
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Title: |
Vice President |
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By: |
Dalea Management, LLC, its General Partner |
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By: |
/s/ N. Malone Mitchell, 3rd |
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Name: |
N. Malone Mitchell, 3rd |
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Title: |
Manager |
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/s/ N. Malone Mitchell, 3rd |
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N. MALONE MITCHELL, 3rd |
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Address: |
4321 St. Johns Dr |
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Dallas, Texas 75205 |
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ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “Agreement”), dated as of April ___, 2016, is made by and between DALEA PARTNERS, LP, an Oklahoma limited partnership (“Dalea Partners”), and TRANSATLANTIC PETROLEUM LTD, an exempted company incorporated with limited liability under the laws of Bermuda (the “Company”).
RECITALS
WHEREAS, Dalea Partners and the Company are parties to that certain Note Amendment Agreement, dated as of the date hereof (the “Note Agreement”);
WHEREAS, pursuant to and in accordance with the Note Agreement, as partial payment for the Note, Dalea Partners has agreed to assign, transfer and deliver to the Company, free and clear of all liens, charges, claims and encumbrances, an account payable of $3,535,946.79 owed by a former subsidiary of the Company, TransAtlantic Albania Ltd., to Dalea Partners (as a result of an assignment to Dalea Partners by the original obligee of such account, Viking International Limited), which account is the subject of an indemnity obligation of the Company (the “Account”);
WHEREAS, the parties are entering into this Agreement to accomplish the assignment and transfer of the Account by Dalea Partners to the Company; and
WHEREAS, any capitalized term used herein and not otherwise defined shall have the meaning assigned to it in the Note Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dalea Partners hereby assigns, transfers and delivers unto the Company and its successors and assigns all right, title and interest in and to the Account.
Dalea Partners hereby represents and warrants to the Company that it is the sole owner of the Account and that the Account, and the transfer thereof to the Company in accordance with the preceding paragraph, is free and clear of all liens, charges, claims and encumbrances.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document.
This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
[Remainder of page intentionally left blank – signature pages follow]
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EXECUTED AND DELIVERED on the date first written above.
DALEA PARTNER, LP |
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By: |
Dalea Management, LLC, its General Partner |
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By: |
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N. Malone Mitchell, 3rd, Manager |
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TRANSATLANTIC PETROLEUM LTD. |
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By: |
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Name: |
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Title: |
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