EX-10.6 Management and Work Fee Letter

EX-10.6 8 d08206exv10w6.txt EX-10.6 MANAGEMENT AND WORK FEE LETTER EXHIBIT 10.6 BARCLAYS CAPITAL To: Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.) ("MEF") (the "BORROWERS' AGENT") To: Madison Oil Company Europe ("MOCE") Madison Oil France S.A. ("MOF") Madison Energy France S.C.S. (the "BORROWERS") To: Madison Oil Company ("MOC") Madison Petroleum Inc. ("MPI") Madison Oil Company Europe Madison Oil France S.A. Madison Energy France S.C.S. Madison (Turkey) Inc ("MADISON TURKEY") Madison Oil Turkey Inc ("MOTI") (the "GUARANTORS") 19th May, 2003 Dear Sirs, MANAGEMENT AND WORK FEE LETTER This is the Management and Work Fee Letter, referred to in the waiver letter dated 19th May, 2003 (the "MAY WAIVER LETTER"), between those parties listed above and the Arranger, as referred to in the credit agreement dated 30th March, 2001 (the "CREDIT AGREEMENT"). This Management and Work Fee Letter sets out the amount and due dates of certain fees to be paid to the Arranger. In this letter, terms defined or used in the Credit Agreement and the May Waiver Letter have the same meanings as in the Credit Agreement and the May Waiver Letter. 1. MANAGEMENT FEE In consideration of the extraordinary management time and resource costs incurred by the Facility Agent in respect of the continuing amendments and negotiations concerning the Finance Documents, the parties listed above to this letter agree to pay to the Facility Agent a fee of $25,000 per month beginning on 31st May, 2003 and then on the last Business Day of each following month until the earlier of (i) the Settlement Date as defined in the letter dated on or about the date of this letter and entitled the Settlement Fee Letter and (ii) such time as the ratio of Relevant NPV to Total Indebtedness exceeds 1.5:1. 2. PAYMENTS All payments under this letter shall be made in Dollars to such bank account as the Arranger may specify from time to time, which shall be the following until further notice: Barclays Bank PLC 75 Wall Street New York SWIFT Address BARC US 33 Account: GSU re Agency Loans Account Number: 050036211 ABA Number: 026002574 Reference: GSU/Madison Management and Work Fee. 3. CREDIT AGREEMENT The terms of the Credit Agreement (and in particular Clauses 9.3, 10.5, 10.6, 11, 22.3, 23, 25, 27.3, 30, 32, 35) shall apply in respect of this Management Letter (except to the extent inconsistent with the terms of this letter) regardless of whether any Loan or other amount is still outstanding, or any Commitment is still in force, under the Credit Agreement; 4. DESIGNATION AS A FINANCE DOCUMENT This letter is a Finance Document. 5. GOVERNING LAW This Management Work Fee Letter is governed by English Law. Please countersign this letter (or a copy of it) where marked below to confirm your agreement to its terms. Yours faithfully, /s/ STEVEN FUNNELL For and on behalf of BARCLAYS BANK PLC acting through its investment banking division BARCLAYS CAPITAL We agree to the above: We agree with the above. BORROWERS' AGENT /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON ENERGY FRANCE S.C.S. Date: May 19, 2003 BORROWERS /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON OIL COMPANY EUROPE Date: May 19, 2003 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON OIL FRANCE S.A. Date: May 19, 2003 2 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON ENERGY FRANCE S.C.S. Date: May 19, 2003 GUARANTORS /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON OIL COMPANY Date: May 19, 2003 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON PETROLEUM INC Date: May 19, 2003 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON OIL COMPANY EUROPE Date: May 19, 2003 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON OIL FRANCE S.A. Date: May 19, 2003 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON ENERGY FRANCE S.C.S. Date: May 19, 2003 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON (TURKEY) INC Date: May 19, 2003 /s/ DOUGLAS W. WEIR - ---------------------------------------------- ON BEHALF OF MADISON OIL TURKEY INC Date: May 19, 2003 3