Attached files
17
September 2009
Attn:
JEFF BAILEY Energy Settlements
TENGASCO,
INC.
10215
TECHNOLOGY DRIVE, SUITE 301 KNOXVILLE TN 37932
USA
Facsimile
Number: 001118656751621
Enemy
Option Transaction Confirmation - AMENDMENT Deal Ref. No: HH_3320173,1
The
purpose of this letter is to confirm the terms and conditions of the Transaction
entered into between TENGASCO, INC. ("TENGASCOMM") and Macquarie Bank Limited
("MBL") on the Trade Date specified below (the "Transaction"). This letter
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below.
The
definitions and provisions contained in the 2005 ISDA Commodity Definitions (the
"Commodity Definitions") (as published by the International Swaps and
Derivatives Association, Inc.) are incorporated into this Confirmation. In the
event of any inconsistency between those definitions and this Confirmation, this
Confirmation will govern.
This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of 28 Jul 2009 as amended and supplemented from time to time
(the "Agreement")
between you and us. All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.
The terms
of the particular Transaction to which this Confirmation relates are as follows:
General
Terms:
Deal
Reference
No: HE
3320173,1
Trade
Date: 28
July 2009 (Time of execution will be provided on request)
Option
Style: Asian
Option
Type: Call
Buyer: MBL
(Acting as Principal)
Seller: TENGASCOMM
Commodity
Reference
Price(s): OIL-VTI-NYMEX
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Specified
Price:
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The
settlement price
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Delivery
Date
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First
Nearby Month
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Strike
Price per unit
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USD
81.50 per BBL
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Notional
Quantity per
Calculation
period
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For
a particular Calculation period, the Notional Quantity specified in the
Calculation Period Table below for such Calculation
Period.
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Unit(s):
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US
Barrels (“BBL”)
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Calculation
Period (s):
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As
specified in the Calculation Period Table below, each period from, and
including, one period start date to, and including , the next following
Period End Date.
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Procedure
for Exercise:
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||
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Expiration
Date:
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For
a particular Calculation Period, the Period End Date for such Calculation
Period.
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Cash
Settlement Terms:
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Cash
Settlement
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Applicable
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Settlement
Date(s):
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For
a particular Calculation Period, Twenty-Five (25) Calendar Day(s)
following the end of such Calculation Period.
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For
information purposes only, each date currently expected to be a Settlement
Date (each an “Expected Settlement Date”) is specified in the Calculation
Period Table below. In the event of any inconsistency between a
Settlement Date and an Expected Settlement Date, the Settlement Date will
prevail.
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Other
terms
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Total
Premium
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In
consideration of the above transaction, no payment is
due
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Account
Details
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TENGASCO,
INC. instructions: please advise
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Business
Day Convention:
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If
a Settlement Date or Premium payment date is not a Business Day, such
Settlement Date or Premium Payment Date is subject to adjustment in
accordance with the Modified Following Business Day
Convention.
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Business
Day
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New
York
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Rounding
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The
Floating Price will be rounded to 3 decimal
places
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Calculation
Period Table;
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Period
Start Date
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Period
End Date
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Notional
Quantity in
BBL
("US Barrels")
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Expected
Settlement
Date
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01-Aug-2009
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31-Aug-2009
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9,500
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25-Sep-2009
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O1-Sep-2009
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30-Sep-2009
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9,500
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26-Oct-2009
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O1-Oct-2449
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31-Oct-2009
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9,500
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25-Nov-2009
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O1-Nov-2009
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30-Nov-2009
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9,500
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28-Dee-2009
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01-Dec-2009
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31-Dec-2009
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9,500
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25-Jan-2010
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O1-Jan-2010
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3I-Jan-2010
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9,500
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25-Feb-2010
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01-Feb-2014
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28-Feb-2010
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9,500
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25-Mar-2010
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01-Mar-2010
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31-Mar-2010
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9,500
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26-Apr-2010
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O1-Apr-2010
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30-Apr-2010
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9,500
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25-May-2010
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01-May-2010
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31-May-2010
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9,500
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25-Jun-2010
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01-Jun-2010
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30-Jun-2010
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9,500
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26-Jul-2010
*
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01-Jul-2010
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31-Jul-2010
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9,500
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25-Aug-2010
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01-Aug-2010
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~31-Aug-2010
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9,500
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27-Sep-2010
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01-Sep-2010
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30-Sep-2010
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9,500
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25-Oct-2010
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01-Oct-2010
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31-Oct-2010
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9,500
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26-Nov-2010
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41-Nov-2410
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30-Nov-2010
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9,500
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27-Dec-2410
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01-Dec-2010
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31-Dec-2010
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9,500
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25-Jan-2011
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01-Jan-2011
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31-Jan-2011
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7,375
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25-Feb-2011
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01-Feb-2011
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28-Feb-2011
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7,375
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25-Mar-2011
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01-Mar-2011
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31-Mar-2011
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7,375
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25-Apr-201I
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01-Apr-2011
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30-Apr-2011
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7,375
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25-May-2011
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01-May-201
1
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31-May-2011
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7,375
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27-Jun-2011
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01-Jun-2011
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30-Jun-2011
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7,375
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25-Jul-2.011
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01-Jul-2011
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31-Jul-2011
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Y
7,375
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25-Aug-2011
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Early
Termination Provision - Right
to break (a)In the event
that:
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Party B
does not deliver to Party A the duly executed amendment to the Credit Agreement
(in
a form and substance satisfactory to Party A) on or before the date which
is 15 days after the date of this Transaction;
Party 13
does not deliver to Party A the duly executed Credit Support Documents (in a
form and substance satisfactory to Party A) pursuant to the Agreement on or
before the date which is 15 days after the date of this
Transaction;
any of
the collateral pursuant to the Credit Support Documents is not first ranking;
or
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(IV)
on or before 1 September 2010, any Credit Support Document with a
"termination date" or other similar end date, is not extended to 31
October 2011 to the satisfaction of Party
A,
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on the
date of the occurrence
of any of the above, (the "Break Date"), Party A may terminate this Transaction
before its stated maturity by providing a notice to Party B in accordance with
section 12 of the Agreement. Such notice must specify:
(i) the
Transaction to be terminated;
(ii) the Break
Date; and
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(iii)
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the
date on which the Early Termination Amount is payable by Party B to Party
A ("Break Payment Date").
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(b) If
a notice is given under paragraph (a):
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(i)
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the
Break Date specified in the notice will be deemed to be the Early
Termination Date of the
Transaction;
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(ii)
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the
obligations of the parties to make any further payments under Section
2(a)(i) on or alter the Break Date in respect of the relevant Transaction
will terminate and the Transaction will be deemed to be a Terminated
Transaction; and
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(iii) Party A
will determine the Early Termination Amount.
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(e)
The amount payable under Section 6(e) in respect of the Terminated
Transaction is to be determined on the basis that there is one Affected
Party with Party B as the Affected
Party.
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(d)
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Despite
Section S(d)(ii), payment under Section 6(e) must be made on the Break
Payment Date specified in the
notice.
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(e) In
determining the Close-out Amount, Party A will:
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(i)
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obtain
quotes on the assumption that both parties are of the highest credit
status (whether or not they have such status);
and
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(ii) specify
the rate or rates on which the Close-out Amount is based.
Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to this Transaction (Deal Reference: HH 3324173,1) by signing this
Confirmation in the space provided below and immediately returning a copy of the
executed confirmation via facsimile to Macquarie Bank Limited to the attention
of: Treasury and Commodity Settlements - Energy, fax no. (61 2) 8232
8354.
Name: s/Amanda
Wood s/ Jeffrey R.
Bailey
Name:
Amanda
Wood Name:
Jeffrey R. Bailey CEO
Manager
(352)
Authorized
Signatory Authorized
Signatory
For and
on behalf of Macquarie
Bank Limited For
and on behalf of TENGASCO, INC.