Form 8-K

0001193125-11-090312.txt : 20110406 0001193125-11-090312.hdr.sgml : 20110406 20110406170247 ACCESSION NUMBER: 0001193125-11-090312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20110401 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110406 DATE AS OF CHANGE: 20110406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSATLANTIC PETROLEUM LTD. CENTRAL INDEX KEY: 0001092289 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 841147944 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34574 FILM NUMBER: 11743771 BUSINESS ADDRESS: STREET 1: 5910 N. CENTRAL EXPRESSWAY SUITE 1755 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 214-220-4323 MAIL ADDRESS: STREET 1: 5910 N. CENTRAL EXPRESSWAY SUITE 1755 CITY: DALLAS STATE: TX ZIP: 75206 FORMER COMPANY: FORMER CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP. DATE OF NAME CHANGE: 20050527 FORMER COMPANY: FORMER CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP DATE OF NAME CHANGE: 20000918 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2011

TRANSATLANTIC PETROLEUM LTD.

(Exact name of registrant as specified in its charter)


Bermuda	001-34574	None
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5910 N. Central Expressway, Suite 1755 Dallas, Texas		75206
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 220-4323

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement Waiver. On April 4, 2011, DMLP, Ltd., TransAtlantic Exploration Mediterranean International Pty. Ltd., Talon Exploration, Ltd., TransAtlantic Turkey, Ltd. (collectively, the “Borrowers”) entered into a waiver (the “Credit Agreement Waiver”) to that certain Credit Agreement (the “Credit Agreement”), dated as of December 21, 2009, among the Borrowers, Incremental Petroleum (Selmo) Pty. Ltd., TransAtlantic Worldwide, Ltd. (“TransAtlantic Worldwide”), TransAtlantic Petroleum (USA) Corp., TransAtlantic Petroleum Ltd. (the “Company”), Standard Bank Plc and BNP Paribas (Suisse) SA. Each of the Borrowers is a wholly owned subsidiary of the Company.

The Credit Agreement Waiver is effective as of March 31, 2011 and waives the requirements pursuant to Sections 7.1(a)(i), 7.1(a)(ii) and 7.1(b) of the Credit Agreement, respectively, to provide to Standard Bank Plc, as administrative agent: (i) an audited consolidated balance sheet of the Company and the related audited consolidated statements of income and cash flows for the fiscal year ended December 31, 2010 within ninety days after the end of the fiscal year, and without a going concern or like qualification or exception, or qualification arising out of the scope of the audit, (ii) an audited combined balance sheet of the Borrowers (including their subsidiaries) and the related audited combined statements of income and cash flows for the fiscal year ended December 31, 2010 within ninety days after the end of the fiscal year, and without a going concern or like qualification or exception, or qualification arising out of the scope of the audit and (iii) an unaudited consolidated balance sheet of the Company and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended March 31, 2011 within forty-five days after the end of the fiscal quarter and an unaudited combined balance sheet of the Borrowers (including their subsidiaries) and the related unaudited combined statements of income and of cash flows for the fiscal quarter ended March 31, 2011 within forty-five days after the end of the fiscal quarter.

Pursuant to the Credit Agreement Waiver, the Borrowers are required to deliver to Standard Bank Plc, as administrative agent, the financial statements required pursuant to Sections 7.1(a)(i), 7.1(a)(ii) and 7.1(b) of the Credit Agreement, respectively, no later than: (i) 105 after the end of the fiscal year, (ii) 150 days after the end of the fiscal year and (iii) 75 days after the end of the fiscal quarter. In addition, the Borrowers are required to deliver, concurrently with the delivery of the financial statements for the fiscal year ended December 31, 2010: (i) compliance certificates containing information and calculations necessary to determine the Borrowers’ compliance with the financial covenants of the Credit Agreement, certifying as to the truth and correctness in all material respects of the representations and warranties in each loan document and that no default or event of default shall have then occurred or be continuing, and (ii) a field development plan and annual budget for the business and operations of the Borrowers and their subsidiaries. The Borrowers may also report the financial statements required under Sections 7.1(a)(i) and 7.1(a)(ii) with a going concern or like qualification or exception. The foregoing description of the Credit Agreement Waiver does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Waiver, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Short Term Credit Agreement Waiver. On April 6, 2011, TransAtlantic Worldwide entered into a waiver (the “Waiver”) to that certain Credit Agreement, dated as of August 25, 2010, among TransAtlantic Worldwide, the Company, TransAtlantic Petroleum (USA) Corp., Amity Oil International Pty Limited (“Amity”), Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş. (“Petrogas”) and Standard Bank Plc, as amended by the amendment effective as of December 20, 2010 and the amendment effective as of February 28, 2011 (as amended, the “Short Term Credit Agreement”). The Waiver is substantially similar to the Credit Agreement Waiver.

The Waiver is effective as of March 31, 2011 and waives the requirements pursuant to Sections 6.1(a)(i), 6.1(a)(ii) and 6.1(b) of the Short Term Credit Agreement, respectively, to provide to Standard Bank Plc, as administrative agent, the same financial statements that are required to be reported under the Credit Agreement for the fiscal year ended December 31, 2010 and the fiscal quarter ended March 31, 2011 within the same timeframes that are required under the Credit Agreement. Pursuant to the Waiver,

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TransAtlantic Worldwide is required to deliver to Standard Bank Plc, as administrative agent, the financial statements required pursuant to Sections 6.1(a)(i), 6.1(a)(ii) and 6.1(b) of the Short Term Credit Agreement, respectively, no later than: (i) 105 after the end of the fiscal year, (ii) 150 days after the end of the fiscal year and (iii) 75 days after the end of the fiscal quarter. In addition, TransAtlantic Worldwide is required to deliver, concurrently with the delivery of the financial statements: (i) compliance certificates certifying as to the truth and correctness in all material respects of the representations and warranties in each loan document and that no default or event of default shall have then occurred or be continuing, and (ii) a certificate as to the existence of any event, development or circumstance during the immediately preceding fiscal quarter that has resulted, or could reasonably be expected to result, in Amity, Petrogas or TransAtlantic Worldwide being exposed to environmental liability greater than $1.0 million and the action that the entity proposes to take with respect thereto. TransAtlantic Worldwide may also report the financial statements required under Sections 6.1(a)(i) and 6.1(a)(ii) with a going concern or like qualification or exception. The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, which is filed hereto as Exhibit 10.2 and incorporated herein by reference.

Short Term Credit Agreement Amendment. On April 5, 2011, TransAtlantic Worldwide entered into an Amendment (the “Amendment”) to the Short Term Credit Agreement. The Amendment is effective as of April 1, 2011. Prior to the Amendment, Section 2.4(b)(vi) of the Short Term Credit Agreement required TransAtlantic Worldwide to repay $4.0 million of the outstanding principal amount under the Short Term Credit Agreement (or if less than $4.0 million is outstanding at such time, such outstanding amount) if the Energy Market Regulatory Authority of the Republic of Turkey had not granted a natural gas wholesale license to Petrogas by April 1, 2011. The Amendment extends the compliance date in Section 2.4(b)(vi) from April 1, 2011 to May 15, 2011. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

VEI Letter Agreement Amendment. On April 4, 2011, the Company, TransAtlantic Worldwide and Valuera Energy Inc. (“VEI”) entered into an Amendment (the “Letter Amendment”) to that certain Letter Agreement, dated as of February 8, 2011, by among the Company, TransAtlantic Worldwide and VEI, as amended by the amendment to the Letter Agreement, effective as of March 18, 2011 (as amended, the “Letter Agreement”).

Prior to the Letter Amendment, the Letter Agreement provided that: (i) the parties agreed to negotiate in good faith the terms of certain definitive agreements, including agreements to transfer 61.54% of the shares (the “PTI Shares”) of Pinnacle Turkey, Inc. (“PTI”) and certain interests from PTI and Thrace Basin Natural Gas Turkiye Corporation in certain exploration licenses and production leases on properties in the Thrace Basin and Gaziantep areas of Turkey, together with associated assets (collectively, the “Assets”), and use reasonable commercial efforts to finalize, execute and deliver them by no later than April 4, 2011, and (ii) until April 4, 2011, the Company and TransAtlantic Worldwide will not, subject to certain exceptions, directly or indirectly discuss, negotiate with, solicit, initiate or encourage any inquiries, proposals or offers from any person relating directly or indirectly to the acquisition of the PTI Shares or the Assets. The Letter Amendment extends the compliance date for these provisions from April 4, 2011 to April 18, 2011.

Other than the Credit Agreement and the Short Term Credit Agreement, there are no material relationships between the Company and its affiliates and Standard Bank Plc and BNP Paribas (Suisse) SA and their affiliates. Other than the Letter Agreement and the related option agreement between TransAtlantic Worldwide and Mustafa Mehmet Corporation, there are no material relationships between the Company and its affiliates and VEI and its affiliates.

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Item 2.02 Results of Operations and Financial Condition.

On April 1, 2011, the Company issued a press release announcing its preliminary financial results for the year ended December 31, 2010 and related matters. A copy of the press release is being attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such filing.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 1, 2011, the Company received a deficiency letter from NYSE Amex LLC (the “Exchange”) indicating that the Exchange has determined the Company is not in compliance with Sections 134 and 1101 of the Exchange’s Company Guide (the “Company Guide”) due to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2010 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”). In addition, the Exchange asserted that the Company’s failure to timely file its Annual Report is a material violation of its listing agreement with the Exchange. Pursuant to the Exchange’s rules, the Company has until April 15, 2011 to submit a plan advising the Exchange of action it has taken, or will take, that would bring the Company back into compliance with Sections 134 and 1101 of the Company Guide by no later than June 30, 2011.

The Company expects to submit a plan to the Exchange on or before April 15, 2011 advising the Exchange of action it has taken, or will take, that would bring the Company back into compliance with the Company Guide no later than June 30, 2011. The Exchange will evaluate the plan and determine whether the Company has made a reasonable demonstration in the plan of an ability to regain compliance with the applicable continued listing standards by June 30, 2011, in which case the plan will be accepted and the Company will have until June 30, 2011 to regain compliance with the continued listing standards. Currently, the Company expects to file its Annual Report with the SEC on or before April 15, 2011. On April 6, 2011, the Company issued a press release announcing the receipt of the Exchange’s deficiency letter. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.


Exhibit No.		Description of Exhibit

10.1		Waiver to Credit Agreement, dated as of March 31, 2011, by and among DMLP, Ltd., TransAtlantic Exploration Mediterranean International Pty. Ltd., Talon Exploration, Ltd. and TransAtlantic Turkey, Ltd., as borrowers, Incremental Petroleum (Selmo) Pty. Ltd., TransAtlantic Worldwide, Ltd., TransAtlantic Petroleum (USA) Corp. and TransAtlantic Petroleum Ltd., as guarantors, the lenders as defined in the Credit Agreement, and Standard Bank Plc, as the administrative agent.

10.2		Waiver to Credit Agreement, dated as of March 31, 2011, by and among TransAtlantic Worldwide, Ltd., as borrower, TransAtlantic Petroleum Ltd., TransAtlantic Petroleum (USA) Corp., Amity Oil International Pty Limited and Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş., as guarantors, the lenders as defined in the Credit Agreement, and Standard Bank Plc, as administrative agent and collateral agent.

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10.3		Amendment to Credit Agreement, dated as of April 1, 2011, by and among TransAtlantic Worldwide, Ltd., as borrower, TransAtlantic Petroleum Ltd., TransAtlantic Petroleum (USA) Corp., Amity Oil International Pty Limited and Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş., as guarantors, the lenders as defined in the Credit Agreement, and Standard Bank Plc, as administrative agent and collateral agent.

99.1		Press release, dated April 1, 2011, issued by TransAtlantic Petroleum Ltd.

99.2		Press release, dated April 6, 2011, issued by TransAtlantic Petroleum Ltd.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:	April 6, 2011

		TRANSATLANTIC PETROLEUM LTD.

		By:	/s/ Jeffrey S. Mecom
			Jeffrey S. Mecom
			Vice President and Corporate Secretary

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EXHIBIT INDEX


Exhibit No.		Description of Exhibit

10.1		Waiver to Credit Agreement, dated as of March 31, 2011, by and among DMLP, Ltd., TransAtlantic Exploration Mediterranean International Pty. Ltd., Talon Exploration, Ltd. and TransAtlantic Turkey, Ltd., as borrowers, Incremental Petroleum (Selmo) Pty. Ltd., TransAtlantic Worldwide, Ltd., TransAtlantic Petroleum (USA) Corp. and TransAtlantic Petroleum Ltd., as guarantors, the lenders as defined in the Credit Agreement, and Standard Bank Plc, as the administrative agent.

10.2		Waiver to Credit Agreement, dated as of March 31, 2011, by and among TransAtlantic Worldwide, Ltd., as borrower, TransAtlantic Petroleum Ltd., TransAtlantic Petroleum (USA) Corp., Amity Oil International Pty Limited and Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş., as guarantors, the lenders as defined in the Credit Agreement, and Standard Bank Plc, as administrative agent and collateral agent.

10.3		Amendment to Credit Agreement, dated as of April 1, 2011, by and among TransAtlantic Worldwide, Ltd., as borrower, TransAtlantic Petroleum Ltd., TransAtlantic Petroleum (USA) Corp., Amity Oil International Pty Limited and Petrogas Petrol Gaz ve Petrokimya Ürünleri Inşaat Sanayi ve Ticaret A.Ş., as guarantors, the lenders as defined in the Credit Agreement, and Standard Bank Plc, as administrative agent and collateral agent.

99.1		Press release, dated April 1, 2011, issued by TransAtlantic Petroleum Ltd.

99.2		Press release, dated April 6, 2011, issued by TransAtlantic Petroleum Ltd.

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EX-10.1 2 dex101.htm WAIVER TO CREDIT AGREEMENT, BY AND AMONG DMLP, LTD., TRANSATLANTIC EXPLORATION Waiver to Credit Agreement, by and among DMLP, Ltd., TransAtlantic Exploration

Exhibit 10.1

WAIVER TO CREDIT AGREEMENT

This WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of March 31, 2011, by and among (1) DMLP, LTD., a Bahamas international business company (“DMLP”), (2) TRANSATLANTIC EXPLORATION MEDITERRANEAN INTERNATIONAL PTY. LTD. (ABN 35 121 104 167), an Australian proprietary company (“TEMI”), (3) TALON EXPLORATION, LTD., a corporation duly organized and validly existing under the laws of Bahamas (“Talon”), (4) TRANSATLANTIC TURKEY, LTD., a corporation duly organized and validly existing under the laws of Bahamas (“TAT”, and together with DMLP, TEMI and Talon, each a “Borrower” and, collectively, the “Borrowers”), (5) the Guarantors (as defined in the Credit Agreement defined herein), (6) the Lenders (as defined in the Credit Agreement defined herein) and (7) STANDARD BANK PLC, as the administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of December 21, 2009 (as may from time to time be amended, supplemented, restated or otherwise modified, the “Credit Agreement”).

WHEREAS, as further described in that certain letter dated March 24, 2011 from Transatlantic Petroleum Ltd., on behalf of the Borrowers, to the Administrative Agent (the “Waiver Request Letter”), the Borrowers request the Administrative Agent and Lenders to waive compliance with the financial reporting requirements in respect of the Parent and the Borrowers pursuant to Sections 7.1(a)(i), 7.1(a)(ii) and 7.1(b) of the Credit Agreement, respectively, for the Fiscal Year ended December 31, 2010 and the Fiscal Quarter ended March 31, 2011, respectively, as well as with the delivery requirements pursuant to Sections 7.1(d) and 7.2(d), respectively, in respect of the corresponding Compliance Certificates and Operating Budget (collectively, the “Financial Reporting Requirements”) provided that such waivers shall be subject to extension as set forth herein.

WHEREAS, the Lenders agree to waive the Financial Reporting Requirements on the terms and subject to the conditions set forth in this Waiver.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

1.2 Interpretation. This Waiver shall be construed and interpreted in accordance with the rules of construction set forth in Section 1.2 and Section 1.3 of the Credit Agreement.

SECTION 2. WAIVER.

2.1 Waiver. Subject to the conditions precedent set forth in Section 3, the Lenders party hereto agree to waive the Financial Reporting Requirements as follows:

(a) waive compliance with Section 7.1(a)(i) of the Credit Agreement in respect of the Fiscal Year ended December 31, 2010, provided that the Borrowers shall deliver to the Administrative Agent (with sufficient copies for each Lender) a copy of (i) the audited consolidated balance sheet of the Parent and the related audited consolidated statements of income and of cash flows for such Fiscal Year on or before the date which is one hundred five (105) days from the end of such Fiscal Year, provided further that such financial statements may be reported on with a going concern or like qualification or exception but solely for the reasons set forth in the Waiver Request Letter;

(b) waive compliance with Section 7.1(a)(ii) of the Credit Agreement in respect of the Fiscal Year ended December 31, 2010, provided that the Borrowers shall deliver the audited Combined balance sheet of the Borrowers (which shall include their Subsidiaries) as at the end of such Fiscal Year and the related audited Combined statements of income and of cash flows for such Fiscal Year on or before the date which is one hundred fifty (150) days from the end of such Fiscal Year provided further that such financial statements may be reported on with a going concern or like qualification or exception but solely for the reasons set forth in the Waiver Request Letter; and

(c) waive compliance with Section 7.1(b) of the Credit Agreement for the Fiscal Quarter ended March 31, 2011, provided that the Borrowers shall deliver to the Administrative Agent (with sufficient copies for each Lender) a copy of (i) the unaudited consolidated balance sheet of the Parent and the related unaudited consolidated statements of income and of cash flows for such Fiscal Quarter on or before the date which is seventy-five (75) days from the end of such Fiscal Quarter, and (ii) the unaudited Combined balance sheet of the Borrowers (which shall include their Subsidiaries) as at the end of such Fiscal Quarter and the related unaudited Combined statements of income and of cash flows for such Fiscal Quarter on or before the date which is seventy-five (75) days from the end of such Fiscal Quarter, in the case of each of (i) and (ii) setting forth in comparative form the figures for such Fiscal Quarter in the previous Fiscal Year, certified by a Responsible Officer of the Borrowers as being fairly stated in all material respects (subject to normal year end audit adjustments and the absence of footnotes unless solely in respect of the reasons set forth in the Waiver Request Letter);

provided that, in cases (a) and (b) above, pursuant to Section 7.1(d) of the Credit Agreement, the Borrowers shall deliver, concurrently with the delivery of such financial statements, to the Administrative Agent (with sufficient copies for each Lender) Compliance Certificates containing the information and calculations necessary for determining compliance by the Borrowers and their Subsidiaries with the provisions of Section 8.17 of the Credit Agreement and certifying as to the truth and correctness in all material respects of the representations and warranties in each Loan Document (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and that no Default or Event of Default shall have then occurred and be continuing provided that such Compliance certificates must be delivered concurrently;

provided, further, that, concurrently with the delivery of the financial statements in case (a) above, pursuant to Section 7.2(d) of the Credit Agreement, the Borrowers shall deliver to the Technical Agent (with sufficient copies for each Lender) a field development plan and annual budget (the “Operating Budget”) in respect of the business and operations of the Borrowers and their Subsidiaries for the twelve (12) month period commencing from the end of the Fiscal Year ended December 31, 2010, such Operating Budget to contain the Borrowers’ good faith estimates relating to (i) general corporate overhead and administrative expenses, (ii) Capital Expenditure in respect of Hydrocarbon Interests, (iii) Hydrocarbons to be sold under Eligible Contracts, (iv) EBITDAX and (v) taxes and royalties for such

period, in each case broken down on a calendar month basis, as well as the underlying assumptions and data used in preparing the same, such Operating Budget to be otherwise in form and substance reasonably satisfactory to the Technical Agent.

It is hereby acknowledged and agreed that the foregoing waivers shall not be deemed to be, or construed as, a waiver of any Default or Event of Default that may now be in existence or that may hereafter occur.

SECTION 3. CONDITIONS PRECEDENT

3.1 Conditions Precedent. The waivers referred to in Section 2 shall become effective if:

(a) this Waiver shall have been executed by the Borrowers and the Administrative Agent on behalf of the Lenders and counterparts hereof as so executed shall have been delivered to the Administrative Agent;

(b) the Guarantors shall have consented and agreed to and acknowledged the terms of this Waiver; and

SECTION 4. MISCELLANEOUS

4.1 Representations and Warranties. Each Borrower, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) it is duly organized, validly existing and in good standing (if such concept exists under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization;

(b) the execution, delivery, and performance of this Waiver and the consummation of the transactions contemplated hereby (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene its constitutional documents or any Applicable Law or any of its Contractual Obligations, and (iv) will not result in the creation or imposition of any Lien prohibited by the Credit Agreement;

(c) no consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for its due execution and delivery of this Waiver, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby;

(d) it has duly executed and delivered this Waiver, and upon satisfaction of the conditions set forth in Section 3 above, this Waiver constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity;

(e) both before and after giving effect to this Waiver, no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Waiver; and

(f) to the extent not already made above, each of the other representations and warranties set forth in Article 6 of the Credit Agreement is true and correct in all material respects as of the date hereof, (unless stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date).

4.2 Waiver of Claims. Each Borrower hereby waives and releases each of the Secured Parties and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which it is aware that currently exist and can now be asserted to reduce or eliminate all or any part of the obligation of such Borrower to make any payments to the Secured Parties as provided in the Loan Documents, such waiver and release being made with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

4.3 Expenses. As provided in the Credit Agreement, but without limiting any terms or provisions thereof, each Borrower agrees to pay on demand, upon presentation of a statement of account, all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, and execution of this Waiver, including without limitation the reasonable costs and fees of the Administrative Agent’s legal counsel, regardless of whether this Waiver becomes effective in accordance with the terms hereof.

4.4 Credit Agreement Unaffected. Each reference to the Credit Agreement herein or in any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. This Waiver is a Loan Document.

4.5 Entire Agreement. This Waiver, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein and supersedes all oral representations and negotiations and prior writings with respect to the subject matter hereof.

4.6 Counterparts. This Waiver may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

4.7 Governing Law. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

4.8 Submission to Jurisdiction. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK CITY IN ANY LITIGATION OR OTHER PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF A SECURED PARTY OR AN OBLIGOR IN CONNECTION HEREWITH OR THEREWITH; PROVIDED, THAT NOTHING

HEREIN SHALL LIMIT THE RIGHT OF A SECURED PARTY TO BRING PROCEEDINGS AGAINST AN OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION.

4.9 Jury Trial Waiver. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WAIVER, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS WAIVER.

[Remainder of page left blank intentionally.]

IN WITNESS WHEREOF, this Waiver has been duly executed and delivered as of the date first written above.


DMLP, LTD., as Borrower

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

TRANSATLANTIC EXPLORATION MEDITERRANEAN INTERNATIONAL PTY. LTD., as Borrower

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		Director

TALON EXPLORATION, LTD., as Borrower

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

TRANSATLANTIC TURKEY, LTD., as Borrower

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO


STANDARD BANK PLC, as Administrative Agent (acting on the instructions of the Lenders)

By:		/s/ Ola Busari
Name:		Ola Busari
Title:

By:		/s/ Zakia Mannan
Name:		Zakia Mannan
Title:

GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

Each of the undersigned (the “Guarantors”) consents and agrees to and acknowledges the terms of the foregoing Waiver to Credit Agreement, dated as of March 31, 2011 (the “Waiver”). Each of the Guarantors further agrees that its guarantee obligations under Article 10 of the Credit Agreement shall remain in full force and effect and be unaffected hereby. Unless otherwise defined herein, each capitalized term used herein and not defined herein shall have such meaning ascribed to it in the Waiver.

Each Guarantor, by signing below, hereby waives and releases the Administrative Agent and each of the Secured Parties and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which such Guarantor is aware that currently exist and can now be asserted to reduce or eliminate all or any part of the obligation of such Guarantor to repay the Administrative Agent and the Secured Parties as provided in the Credit Agreement executed by such Guarantor, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

This Guarantor Acknowledgement and Agreement shall be governed by and construed and interpreted in accordance with, the law of the State of New York.

EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ACKNOWLEDGEMENT AND AGREEMENT AND THE WAIVER, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES THERETO TO ENTER INTO THE WAIVER.

IN WITNESS WHEREOF, each of the undersigned has executed this Guarantor Acknowledgment and Agreement as of the date of the Waiver.


TRANSATLANTIC WORLDWIDE, LTD., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

TRANSATLANTIC PETROLEUM (USA) CORP., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

INCREMENTAL PETROLEUM (SELMO) PTY. LTD., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		Director

TRANSATLANTIC PETROLEUM LTD., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

EX-10.2 3 dex102.htm WAIVER TO CREDIT AGREEMENT, BY AND AMONG TRANSATLANTIC WORLDWIDE, LTD. Waiver to Credit Agreement, by and among TransAtlantic Worldwide, Ltd.

Exhibit 10.2

WAIVER TO CREDIT AGREEMENT

This WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of March 31, 2011, by and among (1) TRANSATLANTIC WORLDWIDE, LTD., a company organized and existing under the laws of The Commonwealth of the Bahamas (the “Borrower”), (2) each of the Lenders signatory hereto (the “Amendment Lenders”) and (3) STANDARD BANK PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, TransAtlantic Petroleum, Ltd., a Bermuda exempted company with limited liability (the “Parent”), TransAtlantic Petroleum (USA) Corp., a Colorado corporation (together with the Parent, the “Guarantors”), the Subsidiary Guarantors, each of the lenders party thereto from time to time (the “Lenders”), and Standard Bank Plc, as Administrative Agent and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”) are parties to that certain Credit Agreement, dated as of August 25, 2010 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”).

WHEREAS, as further described in that certain letter dated March 29, 2011 from the Borrower, to the Administrative Agent (the “Waiver Request Letter”), the Borrower requests the Administrative Agent and Lenders to waive compliance with the financial reporting requirements in respect of the Parent and the Borrower pursuant to Sections 6.1(a)(i), 6.1(a)(ii) and 6.1(b) of the Credit Agreement, respectively, for the Fiscal Year ended December 31, 2010 and the Fiscal Quarter ended March 31, 2011, respectively, as well as with the delivery requirements pursuant to Sections 6.1(e) and 6.1(f), respectively, in respect of the corresponding Compliance Certificates and certificate regarding environmental compliance (collectively, the “Financial Reporting Requirements”) provided that such waivers shall be subject to extension as set forth herein.

WHEREAS, the Lenders agree to waive the Financial Reporting Requirements on the terms and subject to the conditions set forth in this Waiver.

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

1.2 Interpretation. This Waiver shall be construed and interpreted in accordance with the rules of construction set forth in Section 1.2 and Section 1.3 of the Credit Agreement.

SECTION 2. WAIVER.

2.1 Waiver. Subject to the conditions precedent set forth in Section 3, the Lenders party hereto agree to waive the Financial Reporting Requirements as follows:

(a) waive compliance with Section 6.1(a)(i) of the Credit Agreement in respect of the Fiscal Year ended December 31, 2010, provided that the Borrower shall deliver to the Administrative Agent (with sufficient copies for each Lender) a copy of (i) the audited consolidated balance sheet of the Parent and the related audited consolidated statements of income and of cash flows for such Fiscal Year on or before the date which is one hundred five (105) days from the end of such Fiscal Year, provided further that such financial statements may be reported on with a going concern or like qualification or exception but solely for the reasons set forth in the Waiver Request Letter;

(b) waive compliance with Section 6.1(a)(ii) of the Credit Agreement in respect of the Fiscal Year ended December 31, 2010, provided that the Borrower shall deliver the audited Combined balance sheet of the Borrower (which shall include its Subsidiaries) as at the end of such Fiscal Year and the related audited Combined statements of income and of cash flows for such Fiscal Year on or before the date which is one hundred fifty (150) days from the end of such Fiscal Year provided further that such financial statements may be reported on with a going concern or like qualification or exception but solely for the reasons set forth in the Waiver Request Letter; and

(c) waive compliance with Section 6.1(b) of the Credit Agreement for the Fiscal Quarter ended March 31, 2011, provided that the Borrower shall deliver to the Administrative Agent (with sufficient copies for each Lender) a copy of (i) the unaudited consolidated balance sheet of the Parent and the related unaudited consolidated statements of income and of cash flows for such Fiscal Quarter on or before the date which is seventy-five (75) days from the end of such Fiscal Quarter, and (ii) the unaudited Combined balance sheet of the Borrower (which shall include its Subsidiaries) as at the end of such Fiscal Quarter and the related unaudited Combined statements of income and of cash flows for such Fiscal Quarter on or before the date which is seventy-five (75) days from the end of such Fiscal Quarter, in the case of each of (i) and (ii) setting forth in comparative form the figures for such Fiscal Quarter in the previous Fiscal Year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year end audit adjustments and the absence of footnotes unless solely in respect of the reasons set forth in the Waiver Request Letter);

provided that, in cases (a), (b) and (c) above, pursuant to Section 6.1(e) of the Credit Agreement, the Borrower shall deliver, concurrently with the delivery of such financial statements, to the Administrative Agent (with sufficient copies for each Lender) Compliance Certificates certifying as to the truth and correctness in all material respects of the representations and warranties in each Loan Document (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and that no Default or Event of Default shall have then occurred and be continuing provided that such Compliance certificates must be delivered concurrently;

provided, further, that, concurrently with the delivery of the financial statements in cases (a), (b) and (c) above, pursuant to Section 6.1(f) of the Credit Agreement, the Borrower shall deliver to the Administrative Agent (with sufficient copies for each Lender) a certificate of a Responsible Officer of the Borrower as to (i) the existence of any event, development or circumstance during the immediately preceding Fiscal Quarter which has resulted, or could reasonably be expected to result, in any Target or the Borrower being exposed to Environmental Liability in an amount greater than $1,000,000 and (ii) what action the relevant Target or the Borrower has taken, or proposes to take with respect thereto.

SECTION 3. CONDITIONS PRECEDENT

3.1 Conditions Precedent. The waivers referred to in Section 2 shall become effective if:

(a) this Waiver shall have been executed by the Borrower and the Administrative Agent on behalf of the Lenders and counterparts hereof as so executed shall have been delivered to the Administrative Agent;

(b) the Guarantors shall have consented and agreed to and acknowledged the terms of this Waiver; and

(c) the Borrower shall have paid all outstanding documented costs and expenses (including invoiced legal fees), invoiced by the Administrative Agent.

SECTION 4. MISCELLANEOUS

4.1 Representations and Warranties. Each Borrower, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) it is duly organized, validly existing and in good standing (if such concept exists under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization;

4.7 Governing Law. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

HEREIN SHALL LIMIT THE RIGHT OF A SECURED PARTY TO BRING PROCEEDINGS AGAINST AN OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION.

[Remainder of page left blank intentionally.]

IN WITNESS WHEREOF, this Waiver has been duly executed and delivered as of the date first written above.


TRANSATLANTIC WORLDWIDE, LTD., as Borrower

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO


STANDARD BANK PLC, as Administrative Agent

By:		/s/ Ola Busari
Name:		Ola Busari
Title:

By:		/s/ Zakia Mannan
Name:		Zakia Mannan
Title:

STANDARD BANK PLC, as a Lender

By:		/s/ Robert Anastasio
Name:		Robert Anastasio
Title:		Senior Vice President

By:		/s/ Albert Maartens
Name:		Albert Maartens
Title:		As Attorney-in-Fact

GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

Each of the undersigned (the “Guarantors”) consents and agrees to and acknowledges the terms of the foregoing Waiver to Credit Agreement, dated as of March 31, 2011 (the “Waiver”). Each of the Guarantors further agrees that its guarantee obligations under Article 9 of the Credit Agreement shall remain in full force and effect and be unaffected hereby. Unless otherwise defined herein, each capitalized term used herein and not defined herein shall have such meaning ascribed to it in the Waiver.

This Guarantor Acknowledgement and Agreement shall be governed by and construed and interpreted in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, each of the undersigned has executed this Guarantor Acknowledgment and Agreement as of the date of the Waiver.


TRANSATLANTIC PETROLEUM, LTD., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

TRANSATLANTIC PETROLEUM (USA) CORP., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

AMITY OIL INTERNATIONAL PTY LIMITED, as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		Director

PETROGAS PETROL GAZ VE PETROKIMYA ÜRUNLERI İNSAAT SANAYI VE TICARET A.Ş., as Guarantor

By:		/s/ Scott C. Larsen
Name:		Scott C. Larsen
Title:		Director

EX-10.3 4 dex103.htm AMENDMENT TO CREDIT AGREEMENT, BY AND AMONG TRANSATLANTIC WORLDWIDE, LTD. Amendment to Credit Agreement, by and among TransAtlantic Worldwide, Ltd.

Exhibit 10.3

AMENDMENT TO CREDIT AGREEMENT

This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 1, 2011, by and among (1) TRANSATLANTIC WORLDWIDE, LTD., a company organized and existing under the laws of The Commonwealth of the Bahamas (the “Borrower”), (2) each of the Lenders signatory hereto (the “Amendment Lenders”) and (3) STANDARD BANK PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, as further described in that certain amendment request letter from the Borrower to the Administrative Agent, dated March 24, 2011 (the “Amendment Request Letter”), EMRA has not yet granted a natural gas wholesale license to Petrogas in accordance with the terms of the Turkish Natural Gas License Regulation (the “Petrogas License Date”).

WHEREAS, the Borrower wishes to amend the Credit Agreement to extend the Petrogas License Date from April 1, 2011 to May 15, 2011.

WHEREAS, the Amendment Lenders agree to amend certain provisions of the Credit Agreement to extend the Petrogas License Date to May 15, 2011 on the terms and subject to the conditions set forth in this Amendment.

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

1.2 Interpretation. This Amendment shall be construed and interpreted in accordance with the rules of construction set forth in Section 1.2 through Section 1.6 of the Credit Agreement.

SECTION 2. AMENDMENT

2.1 Amendment. Subject to the conditions precedent set forth in Section 3, the Amendment Lenders agree to amend Section 2.4(b)(vi) of the Credit Agreement in its entirety to read as follows:

“(vi) Petrogas Natural Gas Wholesale License. If, by May 15, 2011, EMRA shall not have granted a natural gas wholesale license to Petrogas in accordance with the terms of the Turkish Natural Gas License Regulation and otherwise on terms satisfactory to the Majority Lenders, the Borrower shall prepay $4,000,000 in outstanding principal amount of the Loans (or if less than $4,000,000 is outstanding at such time, such outstanding amount); and”.

SECTION 3. CONDITIONS PRECEDENT

3.1 Conditions Precedent. The amendment referred to in Section 2 shall become effective if:

(a) this Amendment shall have been executed by the Borrower and the Amendment Lenders and counterparts hereof as so executed shall have been delivered to the Administrative Agent; and

(b) the Guarantors and the Subsidiary Guarantors shall have consented and agreed to and acknowledged the terms of this Amendment.

SECTION 4. MISCELLANEOUS

4.1 Representations and Warranties. The Borrower, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) it is duly organized, validly existing and in good standing (if such concept exists under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization;

(b) the execution, delivery, and performance of this Amendment and the consummation of the transactions contemplated hereby and as contemplated by the Amendment Request Letter (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene its constitutional documents or any Applicable Law or any of its Contractual Obligations, and (iv) will not result in the creation or imposition of any Lien prohibited by the Credit Agreement;

(c) no consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for its due execution and delivery of this Amendment, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby;

(d) it has duly executed and delivered this Amendment, and upon satisfaction of the conditions set forth in Section 3 above, this Amendment constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity;

(e) both before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment; and

(f) to the extent not already made above, each of the other representations and warranties set forth in Article 5 of the Credit Agreement is true and correct in all material respects as of the date hereof, (unless stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date).

4.2 Waiver of Claims. The Borrower hereby waives and releases each of the Secured Parties and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which it is aware that currently exist and can now be asserted to reduce or eliminate all or any part of the obligation of such Borrower to make any payments to the Secured Parties as provided in the Loan Documents, such waiver and release being made with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

4.3 Expenses. As provided in the Credit Agreement, but without limiting any terms or provisions thereof, the Borrower agrees to pay on demand, upon presentation of a statement of account, all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, and execution of this Amendment, including without limitation the reasonable costs and fees of the Administrative Agent’s legal counsel, regardless of whether this Amendment becomes effective in accordance with the terms hereof.

4.5 Entire Agreement. This Amendment, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein and supersedes all oral representations and negotiations and prior writings with respect to the subject matter hereof.

4.6 Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

4.7 Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

HEREIN SHALL LIMIT THE RIGHT OF A SECURED PARTY TO BRING PROCEEDINGS AGAINST AN OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION.

4.9 Jury Trial Waiver. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO AMENDMENT.

[Remainder of page left blank intentionally.]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first written above.


TRANSATLANTIC WORLDWIDE, LTD., as Borrower

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

STANDARD BANK PLC, as Administrative Agent

By:		/s/ Ola Busari
Name:		Ola Busari
Title:

By:		/s/ Zakia Mannan
Name:		Zakia Mannan
Title:

STANDARD BANK PLC, as a Lender

By:		/s/ Robert Anastasio
Name:		Robert Anastasio
Title:		Senior Vice President

By:		/s/ Javier M. Rocio
Name:		Javier M. Rocio
Title:		Managing Director

ACKNOWLEDGMENT AND AGREEMENT

Each of the undersigned (the “Guarantors”) consents and agrees to and acknowledges the terms of the foregoing amendment, dated as of February 28, 2011 (the “Amendment”). Each of the Guarantors further agrees that its guarantee obligations under Article 9 of the Credit Agreement shall remain in full force and effect and be unaffected hereby. Unless otherwise defined herein, each capitalized term used herein and not defined herein shall have such meaning ascribed to it in the Amendment.

This Guarantor Acknowledgement and Agreement shall be governed by and construed and interpreted in accordance with, the law of the State of New York.

EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ACKNOWLEDGEMENT AND AGREEMENT AND THE AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES THERETO TO ENTER INTO THE AMENDMENT.

IN WITNESS WHEREOF, each of the undersigned has executed this Guarantor Acknowledgment and Agreement as of the date of the Amendment.


TRANSATLANTIC PETROLEUM, LTD., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

TRANSATLANTIC PETROLEUM (USA) CORP., as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		CEO

AMITY OIL INTERNATIONAL PTY LIMITED, as Guarantor

By:		/s/ Matt McCann
Name:		Matt McCann
Title:		Director

PETROGAS PETROL GAZ VE PETROKIMYA ÜRUNLERI İNSAAT SANAYI VE TICARET A.Ş., as Guarantor

By:		/s/ Scott C. Larsen
Name:		Scott C. Larsen
Title:		Director

EX-99.1 5 dex991.htm PRESS RELEASE, DATED APRIL 1, 2011 Press Release, dated April 1, 2011

Exhibit 99.1

TransAtlantic Petroleum Ltd.

Announces Preliminary Financial Results for 2010; Delay in Filing Annual Report on Form 10-K

FOR IMMEDIATE RELEASE

Hamilton, Bermuda (April 1, 2011) – TransAtlantic Petroleum Ltd. (TSX: TNP)(NYSE-AMEX: TAT) today reported its preliminary financial results for the year ended December 31, 2010. TransAtlantic Petroleum Ltd. (the “Company”) is providing these preliminary and unaudited results in an effort to keep its shareholders informed about the performance of the Company while it works to complete its Annual Report on Form 10-K for the year ended December 31, 2010.

Form 10-K for Year Ended December 31, 2010

On March 16, 2011, the Company filed a Form 12b-25 with the Securities and Exchange Commission (the “SEC”) giving the Company an additional fifteen days to file its Form 10-K for the year ended December 31, 2010. The Company was unable to file the Form 10-K within the period prescribed under Rule 12b-25 because unanticipated delays arose in connection with the preparation of the Company’s financial statements, disclosures, and management’s assessment of internal control over financial reporting. The Company reasonably expects to complete the Form 10-K and file it with the SEC during the week of April 11th.

Preliminary Financial Results

The Company expects total revenues for the year ended December 31, 2010 to increase to between approximately $80.0 million and $90.0 million compared to $29.3 million for the year ended December 31, 2009. The increase was the result of full year production in the Selmo oil field, additional production in the Arpatepe oil field and production in the Thrace Basin gas fields in Turkey.

The Company expects net loss for the year ended December 31, 2010 to be between approximately $60.0 million and $80.0 million compared to a net loss of $62.1 million for the year ended December 31, 2009. The Company cautions that the estimation of net loss is preliminary and subject to change, possibly materially, following the completion and analysis of the Company’s data for its operations in Turkey.

The Company expects total stockholders’ equity for the year ended December 31, 2010 to be between approximately $260.0 million and $290.0 million compared to $264.6 million for the year ended December 31, 2009.

The Company cautions that all of these financial results are preliminary and subject to change, possibly materially, following the completion and analysis of the financial statements for 2010. The Company reiterates that the above preliminary and unaudited financial information does not represent all of the information that would normally be included in an Annual Report on Form 10-K with respect to the Company’s financial results.

About TransAtlantic

TransAtlantic Petroleum Ltd. is a vertically integrated, international energy company engaged in the acquisition, development, exploration, and production of crude oil and natural gas. The Company holds interests in developed and undeveloped oil and gas properties in Turkey, Morocco, Bulgaria, and Romania. The Company owns its own drilling rigs and oilfield service equipment, which it uses to develop its properties in Turkey and Morocco. In addition, the Company provides oilfield services and drilling services to third parties in Turkey.

Forward-Looking Statements

This news release contains statements regarding the preparation and filing of statements or reports, including financial statements, the Company’s expectations concerning financial conditions, including changes in revenues, net income and stockholders’ equity as well as other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect.

Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include, but are not limited to, the continuing ability of the Company to prepare and timely file statements or reports with the SEC, to operate effectively internationally, fluctuations in currency and interest rates, the ability to obtain necessary regulatory approvals, weather and general economic and business conditions. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.

The forward-looking statements or information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

(NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)

Contact:

Matt McCann, CEO

Phone: (214) 220-4323


Internet:		http://www.transatlanticpetroleum.com
Address:		5910 N. Central Expressway
		Suite 1755
		Dallas, Texas 75206

EX-99.2 6 dex992.htm PRESS RELEASE, DATED APRIL 6, 2011 Press Release, dated April 6, 2011

Exhibit 99.2

TransAtlantic Petroleum Ltd.

Receives Notice of Noncompliance with NYSE Amex Continued Listing Standards

FOR IMMEDIATE RELEASE

Hamilton, Bermuda (April 6, 2011) – TransAtlantic Petroleum Ltd. (TSX: TNP)(NYSE-AMEX: TAT) reported that on April 1, 2011, TransAtlantic Petroleum Ltd. (the “Company”) received a notice from NYSE Amex LLC (the “Exchange”) that the Exchange has determined that the Company is not in compliance with Sections 134 and 1101 of the Exchange’s Company Guide (the “Company Guide”) due to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2010 with the Securities and Exchange Commission (the “SEC”). In addition, the Exchange asserted that the Company’s failure to timely file its Annual Report on Form 10-K is a material violation of its listing agreement with the Exchange.

Currently, the Company expects to file its Annual Report on Form 10-K with the SEC on or before April 15, 2011. The Exchange has notified the Company that it is not required to file a plan if it files its Annual Report on Form 10-K on or before April 15, 2011. In the event that the Company is unable to file its Annual Report on Form 10-K on or before April 15, 2011, the Company expects to submit a plan to the Exchange on or before April 15, 2011 advising the Exchange of action it has taken, or will take, that would bring the Company back into compliance with the Company Guide by no later than June 30, 2011. The Exchange will evaluate the plan and determine whether the Company has made a reasonable demonstration in the plan of an ability to regain compliance with the applicable continued listing standards by June 30, 2011, in which case the plan will be accepted and the Company will have until June 30, 2011 to regain compliance with the continued listing standards.

About TransAtlantic

Forward-Looking Statements

This news release contains statements regarding the preparation and filing of statements, plans or reports, including financial statements, the Company’s expectations concerning the filing of statements, plans or reports with the SEC or the Exchange, and other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect.

Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include, but are not limited to, the continuing ability of the Company to prepare and timely file statements, plans or reports with the SEC or the Exchange, to operate effectively internationally, fluctuations in currency and interest rates, the ability to obtain necessary regulatory approvals, weather and general economic and business conditions. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.

(NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)

Contact:

Matt McCann, CEO


Phone:		(214) 220-4323
Internet:		http://www.transatlanticpetroleum.com
Address:		5910 N. Central Expressway
		Suite 1755
		Dallas, Texas 75206