THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement ("Amendment") is entered into between Compass Bank, an
Alabama state bank ("Lender") and Toreador Royalty Corporation, a Delaware corporation, Toreador
Exploration & Production, Inc., a Texas corporation, and Tormin, Inc., a Delaware corporation (the
"Borrowers") and Toreador Acquisition Corporation, a Texas corporation (the "Guarantor") and is dated as of
May 31, 2000. Terms defined in the Credit Agreement between the Lender and the Borrowers and the
Guarantor dated September 30, 1999, as amended (the "Credit Agreement"), are used herein as therein defined,
unless otherwise defined herein or the context otherwise requires.
WHEREAS, the Borrowers have requested that the Lender increase the Borrowing Base;
WHEREAS, the Lender is willing to amend the Credit Agreement to increase the Borrowing Base under the
terms and conditions set forth herein;
NOW, THEREFORE, the Borrowers, the Guarantor and the Lender hereby agree as follows:
1. The following definitions are hereby added to Section 1.1 of the Credit Agreement as follows:
"Third Amendment to Credit Agreement" means the Third Amendment to Credit Agreement dated May 31,
2000, between the Lenders, the Borrowers and the Guarantor.
2. The Borrowing Base shall be $14,500,000 as of May 31, 2000, and the amount by which the Borrowing
Base shall automatically be reduced on June 1, 2000, and on the first day of each month thereafter shall be
$165,000 per month, until redetermined in accordance with the Credit Agreement.
3. Upon execution of this Amendment, the Borrowers shall immediately repay the Term Loan in full with no right
of reinstatement. Thereafter, all references to the Term Loan in the Credit Agreement shall be deemed to be
references to a Term Loan with a balance outstanding of $0.00.
4. The Borrowers and the Guarantor, as applicable, shall execute such amendments to mortgages and other
security instruments as the Lender may fr