Exhibit 10.15
FIRST AMENDMENT
This First Amendment, dated as of October 2, 1997 (this "Amendment")
is between Khanty Mansiysk Oil Corporation (formerly known as Ural Petroleum
Corporation), a Delaware corporation, and Brunswick Xxxxxxxxxxx Trust Company
LLC, a Delaware limited liability company.
WHEREAS, the above mentioned parties have previously entered into a
Shareholder Rights Agreement, dated as of February 10, 1997 (the "Agreement");
and
WHEREAS, the parties wish to amend the Agreement in the manner set
forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Agreement, and each reference
in the Agreement to "this Agreement," "hereof," "herein," "hereunder," or
"hereby," and each other similar reference shall be deemed to refer to the
Agreement as amended hereby.
2. Section 2.2 (c) of the Agreement is hereby amended to read in its
entirety as follows:
"If a registration pursuant to this Section 2.2 involves an
underwritten offering of securities so being registered, the Company will use
its best efforts to cause the managing Underwriter(s) to include such
Registrable Securities among those securities to be distributed by or through
such Underwriter(s) (on the same terms and conditions as the UPC Common Stock of
the Company included therein to the extent appropriate). Notwithstanding the
foregoing, if the managing Underwriter(s) of such underwritten offering shall
inform the Company in writing (with a copy to the Holders requesting inclusion
of Registrable Securities in such offering) of its good faith belief that the
distribution of all or a specified number of such Registrable Securities
concurrently with the Securities being distributed by the Underwriter(s) would
interfere with the successful marketing of the securities being distributed by
such Underwriter(s) (such writing to state the basis of such belief and the
approximate number of Registrable Securities which may be distributed without
such effect), the Company shall include in such registration the number (if any)
of Registrable Securities so requested to be included which in the opinion of
such Underwriter(s) can be sold, but (i) only after the inclusion in such
registration of UPC Common Stock being sold by the Company and (ii) only after
the inclusion an such registration of UPC Common Stock being sold by persons
exercising any demand registration rights they may have in respect of the
Company. If, in the opinion of such Underwriter(s), some but not all of the
Registrable Securities requested to be included may be included in such
registration, all holders of Registrable Securities requested to be included
therein, and any other holders of UPC Common Stock that have substantially
similar registration rights to the holders of Registrable Securities and have
requested registration of such shares, shall share pro rata in the number of
such shares requested to be included therein based on the number of such shares
so requested to be included by such persons."
3. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of law.
4. This Amendment may be signed in two or more counterparts, each of
which shall be deemed to be an original but all of which shall together
constitute one and the same instrument.
5. As hereinabove amended, the Agreement will remain in full force
and effect.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.
KHANTY MANSIYSK OIL CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
BRUNSWICK XXXXXXXXXXX TRUST COMPANY LLC
By: /s/ Xxxx X. Xxxxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Trustee
3
