-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JU7hd2El/vNCzyDEsYccoiX+moA9cBgh9QIDwJEnelVoYG8b+SI5sDi7JKgG2v9/ W1x2MfGFaSlPAVe5a3qI0g== 0000950134-98-006463.txt : 19980810 0000950134-98-006463.hdr.sgml : 19980810 ACCESSION NUMBER: 0000950134-98-006463 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980807 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOREADOR ROYALTY CORP CENTRAL INDEX KEY: 0000098720 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 750991164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06308 FILM NUMBER: 98679046 BUSINESS ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143690080 MAIL ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIG PETER R CENTRAL INDEX KEY: 0001065751 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 259581581 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10178 BUSINESS PHONE: 18009662141 MAIL ADDRESS: STREET 1: 101 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10178 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934* TOREADOR ROYALTY CORPORATION (NAME OF ISSUER) COMMON STOCK, $.15625 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 891041 10 5 (CUSIP NUMBER) PETER R. VIG 101 PARK AVENUE NEW YORK, NEW YORK 10178 (800) 743-8443 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JULY 13, 1998 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 2 - ------------------------------------------------------------------------------------------------------------------- CUSIP NO. 891041 10 5 SCHEDULE 13D (1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons PETER R. VIG - ------------------------------------------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------------------------------------------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) OO (See Item 3) - ------------------------------------------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------------- (6) Citizenship or Place of Organization UNITED STATES OF AMERICA - ------------------------------------------------------------------------------------------------------------------- (7) Sole Voting Power 0 -------------------------------------------------------------------------------- Number of Shares Beneficially (8) Shared Voting Power 0 Owned By -------------------------------------------------------------------------------- Each Reporting (9) Sole Dispositive Power 0 Person With -------------------------------------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](1) - ------------------------------------------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0% - ------------------------------------------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------------------------------------------
- ------------------- (1) Mr. Vig disclaims beneficial ownership of 6,600 shares of Common Stock held by his children. Page 2 of 5 3 The Schedule 13D filed by Peter R. Vig with the Securities and Exchange Commission on July 10, 1998, is hereby amended as follows: ITEM 1. SECURITY AND ISSUER No modification. ITEM 2. IDENTITY AND BACKGROUND No modification. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No modification ITEM 4. PURPOSE OF TRANSACTION No modification. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") (a copy of which is being filed as Exhibit 2.1 hereto and is incorporated herein by reference), by and between Peter R. Vig and Lee Global Energy Fund, L.P. (the "Fund"), (i) Mr. Vig sold 100,000 shares of Common Stock to the Fund on July 13, 1998 and (ii) Mr. Vig agreed to sell to the Fund and the Fund agreed to purchase from Mr. Vig 190,900 shares of Common Stock on July 17, 1998 or such other date and time as is mutually agreed to by Mr. Vig and the Fund. The parties agreed to extend this date to, and the sale of the remaining 190,900 shares was consummated on, August 3, 1998 (the "Closing Date"). The purchase price per share of the Common Stock sold to the Fund is $3.375, and the aggregate purchase price for the 290,900 shares of Common Stock is $981,787.50. The consideration for 190,900 shares of Common Stock sold to the Fund on the Closing Date will be paid pursuant to that certain Promissory Note dated the Closing Date in the principal amount of $644,287.50 (a copy of which is being filed as Exhibit 2.2 hereto and is incorporated herein by reference) which is secured by that certain Collateral Pledge Agreement dated the Closing Date by and between the Fund and Mr. Vig (a copy of which is being filed as Exhibit 2.3 hereto and is incorporated herein by reference). As a result of Mr. Vig's sale of an aggregate of 290,900 shares of Common Stock to the Fund pursuant to the Stock Purchase Agreement, Mr. Vig no longer beneficially owns any shares of the Issuer's Common Stock. Page 3 of 5 4 Mr. Vig may be deemed to beneficially own 6,600 shares of Common Stock held by Mr. Vig's children. Mr. Vig disclaims beneficial ownership with respect to these 6,600 shares of Common Stock. If the relationships described in Item 4 hereof constitute a group for purposes of Rule 13d- 5 of the Act, then the group may collectively own an aggregate of 2,194,060 shares of Common Stock of the Issuer (which is approximately 41% of the outstanding shares of Common Stock of the Issuer as of June 12, 1998 based on information disclosed in the Issuer's definitive proxy materials filed with the Securities and Exchange Commission on July 1, 1998). Mr. Vig disclaims any beneficial ownership of the other Stockholders' shares. Item 5(b) Mr. Vig has no power to vote or direct the vote or to dispose of or direct the disposition of any shares of Common Stock. As stated above, Mr. Vig disclaims beneficial ownership or shared voting or dispositive power with respect to the 6,600 shares of Common Stock held by Mr. Vig's children and the other Stockholders' shares. Item 5(c) Except as otherwise described herein, Mr. Vig has not effected any transaction in the Common Stock of the Issuer since the filing of this Schedule 13D on July 10, 1998. Item 5(d) Not applicable. Item 5(e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No modification. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The information required by this Item 7 is set forth in the Index to Exhibits accompanying this Schedule 13D filing. Page 4 of 5 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 6, 1998 /s/ PETER R. VIG ------------------------------ Peter R. Vig Page 5 of 5 6 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 1 Stockholder Voting Agreement dated as of June 25, 1998 by and among the Gralee Persons, the Dane Falb Persons and certain other stockholders of the Issuer (previously filed as Exhibit 1 to the Schedule 13D filed on behalf of the Issuer by Peter R. Vig on July 10, 1998, and incorporated herein by reference). 2.1 Stock Purchase Agreement dated as of July 13, 1998 by and between the Fund and Peter R. Vig. 2.2 Promissory Note dated as of August 3, 1998 in the principal amount of $644,287.50. 2.3 Collateral Pledge Agreement dated August 3, 1998 by and between the Fund and Peter R. Vig.
EX-2.1 2 STOCK PURCHASE AGREEMENT DATED JULY 13, 1998 1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This Agreement made as of this 13th day of July, 1998, by and between Peter R. Vig (the "Seller") and Lee Global Energy Fund, L.P. (the "Purchaser"). R E C I T A L S A. Seller currently is the beneficial owner of 290,900 shares of common stock, par value $.15625 per share (the "Shares") of Toreador Royalty Corporation (the "Company"); and B. Seller and Purchaser have come to an agreement respecting the fair value of the Shares taking into account several relevant factors; and C. Seller wishes to sell, and Purchaser wishes to buy, the Shares on the following terms and conditions. NOW, THEREFORE, for and in consideration of the mutual covenants and undertaking of the parties, it is agreed as follows: ARTICLE I - STOCK PURCHASE 1.01. Purchase and Sale of Shares. As of the date hereof, Seller hereby sells and Purchaser hereby purchases from Seller 100,000 Shares. In addition, on the Closing Date (as hereinafter defined), Seller hereby agrees to sell and Purchaser hereby agrees to purchase from Seller 190,900 Shares, constituting the remaining beneficial ownership interest of Seller in the Company. The Shares constitute approximately 5.65% of the issued and outstanding shares of common stock of the Company. 1.02 Purchase Price. The purchase price per share is $3.375 and the aggregate purchase price for the Shares is $981,787.50 (the "Purchase Price"). On the date hereof, in consideration for the Shares, and against delivery of 63,000 Shares, $212,625.00 is being paid by Purchaser to Seller by cashier's check. Also on the date hereof, Seller shall have taken all action necessary or required to cause his individual retirement rollover account (the "IRA") held at Newberger & Co., Inc. to sell to Purchaser 37,000 Shares for $124,875.00. The remainder of the Purchase Price shall be paid by Purchaser to Seller on the Closing Date against delivery of the remaining 190,900 Shares pursuant to that certain Promissory Note attached hereto as Exhibit A and incorporated herein for all purposes. 1.03 Delivery of Shares. As of the date hereof, Seller is delivering to Purchaser stock certificate(s) representing 63,000 Shares, duly endorsed in blank for transfer, and the IRA is selling 37,000 Shares to Purchaser subject to customary settlement procedures. On the Closing Date, Seller shall deliver to Purchaser stock certificate(s) representing the remaining 190,900 Shares, duly endorsed in blank for transfer. If on the Closing Date the 190,900 Shares are held by Seller in book-entry form, in lieu of physical delivery of stock certificate(s), Seller shall have 2 taken all action required by the Depository Trust Company, Cede & Co. or otherwise to effectuate the transfer of the Shares in accordance with the terms hereof, to the reasonable satisfaction of Purchaser. In accordance with the terms of the Promissory Note, on the Closing Date and to secure Purchaser's payment of the Promissory Note, Purchaser shall pledge to Seller the 190,900 Shares delivered to Purchaser as of the Closing Date in accordance with the terms of that certain Collateral Pledge Agreement attached hereto as Exhibit B and incorporated herein by reference. 1.04 Closing. As used herein, "Closing Date" means Friday, July 17, 1998 at 10:00 a.m., Dallas, Texas time or such other date and time as is mutually agreed to by the parties hereto. The closing of the transactions contemplated hereby shall occur at the offices of Haynes and Boone, LLP, 3100 NationsBank Plaza, Dallas, Texas 75202. 1.05 Representations and Warranties of Seller. Seller represents and warrants to Purchaser that: (a) Seller is the sole beneficial owner of the Shares, free and clear of any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership; (b) the Shares have been duly authorized and validly issued and are fully paid, nonassessable and not subject to any preemptive rights; (c) this Agreement and the Collateral Pledge Agreement each constitute the legal, valid, and binding obligations of Seller and are enforceable against him in accordance with their terms; (d) Seller has the absolute and unrestricted right, power, authority, and capacity to execute this Agreement and the Collateral Pledge Agreement and to perform his obligations in accordance with the terms thereof; (e) this Agreement and the Collateral Pledge Agreement will not result in any violation of any of the terms and provisions of any other agreement, including Seller's divorce decree, to which Seller is a party or to which Seller may otherwise be bound, or of any law, rule, regulation, judgment, writ, injunction, order or decree governing or affecting the Shares; (f) no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency or other person are necessary for the execution, delivery or performance of the sale of the Shares contemplated hereby, or the validity or enforceability thereof assuming for these purposes that the representations and warranties of Purchaser set forth in Section 1.06 of this Agreement are true and correct; (g) Seller has not been granted any rights, proxies or options to purchase or vote the Shares; and 3 (h) Seller made a full, complete and informed analysis and judgment regarding the fairness and reasonableness of the Purchase Price. Seller believes and affirms that the Purchase Price reflects a fair and reasonable value for his Shares in the Company at the present time. 1.06 Representations and Warranties of Purchaser. Purchaser represents and warrants that: (a) this Agreement, the Promissory Note and the Collateral Pledge Agreement will not result in any violation of any of the terms and provisions of any other agreement to which Purchaser is a party or to which Purchaser may otherwise be bound, or of any law, rule, regulation, judgment, writ, injunction, order or decree governing or affecting the Shares; (b) Purchaser has the absolute and unrestricted right, power, authority, and capacity to execute this Agreement, the Promissory Note and the Collateral Pledge Agreement and to perform its obligations in accordance with their respective terms; (c) Purchaser is acquiring the Shares for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except (i) in an offering covered by a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") covering the Shares or (ii) pursuant to an applicable exemption under the Securities Act. In acquiring the Shares, Purchaser is not offering or selling, and will not offer or sell, for the Company in connection with any distribution of the Shares, and Purchaser does not have a participation and will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable U.S. federal and state securities laws; (d) Purchaser or its representatives have been furnished with information regarding the Company and its business, assets, results of operations and financial condition, and Purchaser or its representatives have had an opportunity to ask questions of and receive answers from the Company regarding the Company and its business, assets, results of operations and financial condition and the terms and conditions of the issuance of the Shares; (e) Purchaser is able to fend for itself, can bear the economic risk of an investment in the Shares, and has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Shares; (f) Purchaser acknowledges that the Shares were not offered to it by means of publicly disseminated advertisements of sales literature, nor is Purchaser aware of any offers made to other persons by such means; (g) Purchaser acknowledges that the Shares have not been registered pursuant to the Securities Act or any applicable state securities laws and as such will be characterized as "restricted securities" under the federal securities laws, and that under such laws and applicable regulations, the Shares cannot be sold or otherwise disposed 4 of without registration under the Securities Act or an exemption therefrom. Neither Seller nor the Company is obligated to register or cause the registration of the Shares under the Securities Act. Purchaser is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of the Company in connection with the Shares; (h) Purchaser acknowledges that certificates evidencing the Shares shall bear a legend indicating that the Shares have not been registered under applicable U.S. federal and state securities laws and referring to the restrictions on transferability and sale of the Shares; (i) Purchaser acknowledges that Seller has relied and will rely on the statements of Purchaser in this Agreement with respect to the availability of an exemption from registration of the offering and sale of the Shares under the Securities Act and applicable state securities laws; and (j) Purchaser affirms and believes that the Purchase Price reflects a fair and reasonable value for the Shares at the present time given the nature of this sale and the terms and conditions hereof. 1.07 Survival; Right to Indemnification. All representations, warranties, covenants, and obligations in this Agreement, the Promissory Note and the Collateral Pledge Agreement, and any other certificate or document delivered pursuant to this Agreement shall survive the Closing Date. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations. 1.08 Indemnification and Payment of Damages by Seller. Seller shall indemnify and hold harmless Purchaser for, and shall pay to Purchaser the amount of, any loss, liability, claim, damage (other than incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any breach of any representation, warranty, covenant or obligation made by Seller in this Agreement, the Promissory Note, the Collateral Pledge Agreement, or any other certificate or document delivered by Seller pursuant to this Agreement. The remedies provided in this section shall not be exclusive of or limit any other remedies that may be available to Purchaser. In no event shall the indemnification provided for herein and other damages paid by Seller to Purchaser pursuant to the terms and provisions hereof and the transactions contemplated hereby (including without limitation those available under Section 1.07 hereof), in the aggregate exceed the Purchase Price. 5 1.09 Indemnification and Payment of Damages by Purchaser. Purchaser shall indemnify and hold harmless Seller for, and shall pay to Seller the amount of, any loss, liability, claim, damage (other than incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any breach of any representation, warranty, covenant or obligation made by Purchaser in this Agreement, the Promissory Note, the Collateral Pledge Agreement, or any other certificate or document delivered by Purchaser pursuant to this Agreement. The remedies provided in this section shall not be exclusive of or limit any other remedies that may be available to Seller. In no event shall the indemnification provided for herein and other damages paid by Purchaser to Seller pursuant to the terms and provisions hereof and the transactions contemplated hereby (including without limitation those available under Section 1.07 hereof), in the aggregate exceed the Purchase Price. ARTICLE II - MISCELLANEOUS 2.01 Governing Law. THIS STOCK PURCHASE AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. 2.02 Titles and Subtitles. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 2.03 Assignment. This Agreement shall be binding upon and inure to the benefit of Purchaser, its successors and assigns, and to the benefit of Seller, his heirs and legal representatives. 2.04 Entire Agreement. This Agreement expresses the entire agreement between Seller and Purchaser with reference to the subject matter hereof. 2.05 Brokerage and Attorneys' Fees. Each party shall pay its own brokerage fees in connection with the sale contemplated herein of 37,000 Shares held by the IRA. Except as otherwise expressly provided in this Agreement, each party shall bear its respective fees and expenses in connection with this Agreement and the transactions contemplated hereby. If either party should file a lawsuit against the other to enforce any right such party has hereunder, the prevailing party shall also be entitled to recover a reasonable attorneys' fee and costs of suit in addition to any other relief awarded such prevailing party. 2.06 Notices. Any and all notices permitted or required to be given or received under this Agreement and any and all agreements and documents contemplated hereby, may be delivered personally or given by mail, or given by express courier or by facsimile transmission, addressed or transmitted to the appropriate party or parties at the address or transmission number set forth below and shall be effective (i) in the case of personal delivery, when received (ii) in the case of mail or express courier, the actual receipt by the addressee; and (iii) in the case of telex or facsimile notices, when received. The parties may change their respective addresses and transmission numbers by 6 written notice to all other parties, sent as provided in this Section 2.06. All notices must be in writing and properly addressed as follows: If to Seller: Peter R. Vig 101 Park Avenue, 48th Floor New York, New York 10178 Telephone: (212) 984-8847 Telecopy: (212) 661-0163 If to Purchaser: Lee Global Energy Fund, L.P. 4809 Cole Avenue Suite 107 Dallas, Texas 75205 Telephone: (214) 521-8818 Telecopy: (214) 521-8834 2.07 Legal Counsel. Each of the undersigned has read this Agreement, has had the opportunity to consult with legal counsel concerning the matters contained herein, and has either obtained legal counsel with respect to such matters and the execution of this Agreement, or has voluntarily waived such right. 2.08 Termination. This Agreement may, by written notice given prior to or on the Closing Date, be terminated by either Purchaser or Seller if either (i) the closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before August 17, 1998 or (ii) a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived in writing. 2.09 Grant of Proxy. At the request of Purchaser, Seller shall grant to Purchaser an irrevocable proxy to vote the Shares at the Annual Meeting of Shareholders scheduled on July 23, 1998 or for such other purpose as Purchaser shall, in its sole discretion, deem necessary or appropriate so long as the proxy is in conformance with applicable law. 2.10 Distributions. Prior to the Closing Date, Purchaser shall have the right to receive any and all dividends or other distributions paid or payable prior to the Closing Date with respect to the Shares, regardless of the record date therefore. 2.11 Further Assurances. The parties hereby agree to execute and deliver to each other such other documents and instruments and to do such other acts and things as may be necessary to effectuate the purpose and intent of this Agreement and the transactions contemplated hereby. * * * * * 7 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. SELLER: /s/ PETER R. VIG ---------------------------------------------- Peter R. Vig PURCHASER: LEE GLOBAL ENERGY FUND, L.P. By: Gralee Partners, L.P., its general partner By: Gralee Capital Corp., its general partner /s/ G. THOMAS GRAVES, III ---------------------------------------- G. Thomas Graves, III, President EX-2.2 3 PROMISSORY NOTE DATED AS OF AUGUST 3, 1998 1 EXHIBIT 2.2 PROMISSORY NOTE $644,287.50 Dallas, Texas August 3, 1998 FOR VALUE RECEIVED, the undersigned, Lee Global Energy Fund, L.P. ("Maker"), a Texas limited partnership with its mailing address at 4809 Cole Avenue, Suite 107, Dallas, Texas 75205, promises to pay to the order of Peter R. Vig ("Payee") at his residence at 101 Park Avenue, 48th Floor, New York, New York 10178, or such other place as Payee may designate in writing, in lawful money of the United States of America, the principal sum of Six Hundred Forty-Four Thousand Two Hundred Eighty-Seven Dollars And 50/100 Dollars ($644,287.50). This Note has been executed and delivered pursuant to and in accordance with the terms and conditions of the Stock Purchase Agreement, entered into by and between Maker and Payee (the "Agreement"), and is subject to the terms and conditions of the Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used in this Note without definition shall have the respective meanings set forth in the Agreement. In addition, this Note is secured by a Collateral Pledge Agreement of even date herewith from Maker to Payee evidencing a security interest in certain personal property described therein. The indebtedness evidenced by this Note shall bear interest at the rate of 5.75 percent (5.75%) per annum, simple interest. All past due principal and interest shall bear interest at the highest rate for which Maker may legally contract under applicable law. The principal balance of this Note shall be due and payable in one installment of Six Hundred Forty-Four Thousand Two Hundred Eighty-Seven Dollars And 50/100 Dollars ($644,287.50) on November 15, 1998. The accrued and unpaid interest on the outstanding principal balance of this Note shall be due and payable with the installment of principal. All payments of principal and interest shall be made by cashier's check. As used herein, the term "Event of Default" shall mean the occurrence and continuation of any of the following events: (a) The failure of Maker to make any payment with respect to this Note when due; or (b) The adjudication of Maker as bankrupt, or the taking of any voluntary action by Maker seeking relief under any provision of the federal Bankruptcy Code or under any other debtor relief law. 1 2 Upon the occurrence and during the continuation of an "Event of Default," Payee may, at its option, without further notice of nonpayment, demand for payment, presentment for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, or any other notice or demand of any kind to Maker, declare the entire unpaid principal balance and accrued interest on this Note to be immediately due and payable, at which time such amounts shall become immediately due and payable. Payee may exercise this option to accelerate maturity hereof during any default by Maker regardless of any prior forbearance by Payee. Maker shall have the right to prepay, at any time and from time to time without premium or penalty, the entire unpaid principal balance and interest accrued of this Note or any portion thereof. It is the intent of Payee and Maker in the execution of this Note and all other instruments now or hereafter securing this Note to contract in strict compliance with applicable usury law. In furtherance thereof, the Payee and Maker stipulate and agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law; that neither Maker nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note shall ever be obligated or required to pay interest on this Note at a rate in excess of the maximum interest that may be lawfully charged under applicable law; and that the provisions of this paragraph shall control over all other provisions of this Note and any other instruments now or hereafter executed in connection herewith which may be in apparent conflict herewith. The holder of this Note expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of this Note shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of existence of the loan evidenced by this Note exceeds the applicable maximum lawful rate, the holder of this Note shall, at its option, either refund to Maker the amount of such excess or credit the amount of such excess against the principal balance of this Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest. In the event that Payee or any other holder of this Note shall contract for, charge or receive any amount or amounts and/or any other thing of value which are determined to constitute interest which would increase the effective interest rate on this Note to a rate in excess of that permitted to be charged by applicable law, an amount equal to interest in excess of the lawful rate shall, upon such determination, at the option of the holder of this Note, be either immediately returned to maker or credited against the principal balance of this Note then outstanding, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. By execution of this Note, Maker acknowledges that he believes the loan evidenced by this Note to be non-usurious and agrees that if, at any time, Maker should have reason to believe that such loan is in fact usurious, it will give the holder of this Note notice of such 2 3 condition and Maker agrees that said holder shall have ninety (90) days in which to make appropriate refund or other adjustment in order to correct such condition if in fact such exists. The term "applicable law" as used in this Note shall mean the laws of the State of Texas, as such laws now exist or may be changed or amended or come into effect in the future. If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all collection costs and fees incurred by the holder, including reasonable attorneys' fees. This Note shall be governed and construed in accordance with the laws of the State of Texas and the applicable laws of the United States of America. Maker and each surety, guarantor, endorser, and other party ever liable for payment of any sums of money payable on this Note jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and nonpayment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note, all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to release or substitute part or all of the collateral securing this Note, or to grant any other indulgences or forbearance whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder. THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED BY MAKER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE EMBODY THE FINAL, ENTIRE AGREEMENT OF MAKER AND PAYEE WITH RESPECT TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE. * * * * * LEE GLOBAL ENERGY FUND, L.P. By: Gralee Partners, L.P., its general partner By: Gralee Capital Corp., its general partner /s/ G. Thomas Graves III -------------------------------------- G. Thomas Graves, III, President 3 EX-2.3 4 COLLATERAL PLEDGE AGREEMENT DATED AUGUST 3, 1998 1 EXHIBIT 2.3 COLLATERAL PLEDGE AGREEMENT THIS COLLATERAL PLEDGE AGREEMENT dated as of August 3, 1998, is by and between Lee Global Energy Fund, L.P. ("Pledgor") and Peter R. Vig ("Pledgee"). R E C I T A L S: A. Pledgor is indebted to Pledgee in the amount of $644,287.50 pursuant to a Stock Purchase Agreement between the parties hereto and a Promissory Note (the "Note"). B. Pledgee has requested security to secure the payment of the Note. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Security Interest and Pledge As collateral security for the prompt payment of the Note, when due Pledgor hereby pledges and grants to Pledgee a first priority security interest in all of its right, title and interest in and to 190,900 shares of common stock of Toreador Royalty Corporation, all dividends and other property now or hereafter received in exchange for any or all of such shares and all proceeds of any of the foregoing (such property being hereinafter sometimes called the "Collateral"). ARTICLE II Representations and Warranties Pledgor represents and warrants to Pledgee that: Section 2.01. Title. Pledgor owns, legally and beneficially, the Collateral free and clear of any lien, security interest or other pledge. Section 2.02 Authority. Pledgor has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement, and the execution and delivery of this Agreement by Pledgor does not and will not conflict with, or result in the breach of, the provisions of any law, rule, regulation, judgment, writ, injunction, order or decree applicable to Pledgor. 2 ARTICLE III Affirmative and Negative Covenants Pledgor covenants and agrees with Pledgee that: Section 3.01. Encumbrances. Pledgor shall not create, permit, or suffer to exist, and shall defend the Collateral against, any lien, security interest, or other encumbrance on the Collateral except the pledge and security interest or Pledgee hereunder, and shall defend Pledgee's rights in the Collateral and Pledgee's security interest in the Collateral against the claims of all persons and entities. Section 3.02. Sale of Collateral. Pledgor shall not sell, assign, or otherwise dispose of the Collateral or any part thereof without the prior written consent of Pledgee. Section 3.03. Adjustments. If Pledgor shall become entitled to receive or shall receive any shares, whether as an addition to, in substitution of, or in exchange for the Collateral or otherwise, Pledgor agrees to accept the same as Pledgee's agent and to hold the same in trust for Pledgee, and to deliver the same forthwith to Pledgee in the form received, with the appropriate endorsement of Pledgor, when necessary and/or appropriate to be held by Pledgee as additional Collateral for the Note, subject to the terms hereof. Section 3.04. Further Assurances. At any time and from time to time, upon the request of Pledgee, and at the sole expense of Pledgor, Pledgor shall promptly execute and deliver all such further instruments and documents and take such further action as Pledgee may deem necessary or desirable to preserve and perfect his security interest in the Collateral and carry out the provisions and purposes of this Agreement, including, without limitation, the execution and filing of such financing statements as Pledgee may require. A carbon, photographic, or other reproduction of this Agreement or of any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement and may be filed as a financing statement. Section 3.05. Notification. Pledgor shall promptly notify Pledgee of (i) any lien, security interest, encumbrance, or claim made or threatened against the Collateral, (ii) any material change in the Collateral, including, without limitation, any material decrease in the value of the Collateral, and (iii) the occurrence or existence of any Event of Default (hereinafter defined) or the occurrence or existence of any condition or event that, with the giving of notice or lapse of time or both, would be an Event of Default. ARTICLE IV Rights of Pledgee and Pledgor Section 4.01. Pledgee's Duty of Care. Pledgee shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral. Pledgee shall be deemed to have exercised reasonable care in the custody of the Collateral if Pledgee takes reasonable action to safeguard the Collateral. 3 Section 4.02. Assignment by Pledgee. Pledgee may assign the Note and any portion thereof and/or the Collateral and any portion thereof, without the consent of Pledgor. ARTICLE V Default Section 5.01. Events of Default. As used herein, the term "Event of Default" means the occurrence of any of the following: (a) the breach by Pledgor of any covenant or obligation of Pledgor hereunder; or (b) the occurrence of an Event of Default under the Note. Section 5.02. Rights and Remedies; Deficiency. If an Event of Default shall have occurred and be continuing, Pledgee may from time to time in his discretion, without limitation and without notice, exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to him, all the rights and remedies of a secured party on default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Collateral). In the event that the proceeds of any sale, collection or realization of or upon Collateral by Pledgee are insufficient to pay the Note and any other amounts to which Pledgee is legally entitled, Pledgor shall be liable for the deficiency, together with interest thereon as provided in the Note or (if no interest is so provided) at such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees of any attorneys employed by Pledgee to collect such deficiency. ARTICLE VI Miscellaneous Section 6.01. Expenses; Indemnification. Pledgor hereby indemnifies Pledgee and holds him harmless against, any and all losses, liabilities, claims, damages, penalties, judgments, costs, and expenses (including attorneys' fees) to which he become subject which directly or indirectly arise from or relate to (i) the negotiation, execution, delivery, performance, administration, or enforcement of this Agreement, (ii) any of the transactions contemplated by this Agreement, or (iii) any breach by Pledgor of any representation, warranty, covenant, or other agreement contained in this Agreement WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY OR ARISE OUT OF PLEDGEE'S OWN NEGLIGENCE, except to the extent such claims, losses or liabilities are proximately caused by Pledgee's individual gross negligence or willful misconduct. Section 6.02. No Waiver; Cumulative Remedies. No failure on the part of Pledgee to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or 4 partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided for in this Agreement are cumulative and not exclusive of any rights and remedies provided by law. Section 6.03. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Pledgor and Pledgee and their respective heirs, successors, and assigns, except that Pledgor and its heirs, successors and assigns may not assign any rights or obligations under this Agreement without the prior written consent of the Pledgee. Section 6.04. AMENDMENT; ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTE AND THE STOCK PURCHASE AGREEMENT DATED OF EVEN DATE HEREWITH BETWEEN PLEDGOR AND PLEDGEE (THE "STOCK PURCHASE AGREEMENT") EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the parties hereto. Section 6.05. Notices. All notices and other communications provided for in this Agreement shall be given in writing and be personally delivered or sent to the intended recipient by prepaid registered or certified mail, return receipt requested, at the address set forth in the Stock Purchase Agreement. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given, if personally delivered, on the date personally delivered, or, if mailed, on the third business day following the date on which it is deposited in the United States mail. Section 6.06. Applicable Law; Venue; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the applicable laws of the United States of America. This Agreement has been entered into in Dallas County, Texas, and it shall be performable for all purposes in Dallas County, Texas. Any action or proceeding against Pledgor under or in connection with this Agreement or any other instrument or agreement securing, evidencing, or relating to the Note may be brought in any state or federal court in Dallas County, Texas. Pledgor hereby irrevocably (i) submits to the nonexclusive jurisdiction of such courts, and (ii) waives any objection it may now or thereafter have as to the venue of any such action or proceedings brought in such court or that such court is an inconvenient forum. Pledgor agrees that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 6.05 of this Agreement. Nothing in this Agreement or any other instrument or agreement securing, evidencing, or relating to the Note or any part thereof shall affect the right of Pledgee to serve process in any other manner permitted by law. Any action or proceeding by Pledgor against Pledgee may also be brought in a court located in Dallas County, Texas. 5 Section 6.07. Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Section 6.08. Survival. All representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement, and no investigation by Pledgee shall affect the representations and warranties of Pledgor herein or the right of Pledgee to reply upon them. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 6.10. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 6.11. Construction. Pledgor and Pledgee acknowledge that each has had the right to the benefit of legal counsel of its or his own choice and has been afforded an opportunity to review this Agreement with legal counsel, if any, and that this Agreement shall be construed as if jointly drafted by Pledgor and Pledgee. Section 6.12. Term of Security Agreement. The security interest hereby granted and all the terms and provisions hereof shall be deemed a continuing security agreement and shall continue in full force and effect, and all the terms and provisions hereof shall remain effective as between the parties, until such time as the Note has been fully paid. Once the note has been paid in full (including interest) this Agreement shall terminate and be of no further force and effect and Pledgee shall forthwith deliver the Collateral fully endorsed or with executed stock powers attached to Pledgor. * * * * * 6 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. PLEDGOR: LEE GLOBAL ENERGY FUND, L.P. By: Gralee Partners, L.P., its general partner By: Gralee Capital Corp., its general partner /s/ G. Thomas Graves III ------------------------------------ G. Thomas Graves, III, President PLEDGEE: /s/ Peter R. Vig --------------------------------------------- Peter R. Vig -----END PRIVACY-ENHANCED MESSAGE-----