Exhibit 10.5
AMENDMENT No. 2
TO THE AGREEMENT FOR THE
PURCHASE AND SALE OF SHARES
AMENDMENT No.2 made this 18 day of December 2000 between AIL Alpha
Corporation Ltd., a company established under the laws of the Isle of Man, with
its legal address at Prospect Xxxxxxxx, Prospect Hill, Douglas, Isle of Man
(hereinafter "Alpha"), represented by Murat Beisenbekovich Safinov, acting
pursuant to authority granted in accordance with a power of attorney dated March
28, 2000; Transmeridian Exploration Inc., a company established under the laws
of the British Virgin Islands with its principal offices located at 00 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxx (hereinafter the "Purchaser"), represented by Nurjan
Sarsekenovich Kurmanov, acting pursuant to a Power of Attorney dated September
21, 2000; and OJSC Caspi Neft (hereinafter "Caspi Neft"), an open joint stock
company established under the laws of the Republic of Kazakhstan, represented by
Murat Beisenbekovich Safinov, acting pursuant to a power of attorney No. 2 dated
November 10, 1999. (Alpha and Caspi Neft are hereinafter referred to together as
the "Sellers," and Purchaser and the Sellers are from time to time hereinafter
referred to individually as a "Party" and collectively as the "Parties".)
RECITALS
WHEREAS, Sellers and Purchaser entered into the Agreement for the Purchase
and Sale of Shares dated March 24, 2000 (the "Sale and Purchase Agreement"), in
accordance with which Sellers agreed to sell, and Purchaser agreed to purchase
the Shares of the subsidiary of Caspi Neft, "OJSC Caspi Neft TME";
WHEREAS, in accordance with Section II (E) of the Sale and Purchase
Agreement Purchaser's payment of the Final Installment and Caspi Neft's delivery
of the Shares and transfer to Purchaser should take place on the Closing Date;
WHEREAS, on the Closing Date (June 22, 2000) Caspi Neft transferred the
Shares to Purchaser, but the Purchaser's obligation for payment of the Final
Installment was extended until November 15, 2000 according to Amendment No. 1 to
the Sale and Purchase Agreement executed on September 21, 2000 among the
Parties:
WHEREAS, Purchaser intends to extend the payment of the Final Installment
until January 31, 2001 and Sellers agree to such extension; and
WHEREAS, the Parties, although intending to effectuate the purposes of the
Sale and Purchase Agreement also wish to amend the Sale and Purchase Agreement
in light of the foregoing developments.
NOW, THEREFORE, the Parties agree as follows:
I. The capitalized terms and expressions used in this Amendment No. 2 shall
have the meanings ascribed to them as set forth in the Sale and Purchase
Agreement.
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II. Purchaser shall pay Alpha Two Million United States Dollars (USD 2,000,000)
from the total amount of the Final Installment on December 18, 2000, and
shall pay the balance owing of the Final Installment in the amount of One
Million Three Hundred Eighty Five Thousand Eight Hundred Forty Two United
States Dollars (USD 1,385,842) to Alpha and Caspi Neft in accordance with
the procedure established in Section II (G)(2) of the Sale and Purchase
Agreement on or before January 31, 2001.
III. This Amendment No.2 is an integral part of the Sale and Purchase Agreement
and is in substitution of Amendment No. 1. Except as expressly amended by
the terms of this Amendment No.2, all terms and conditions of the Sale and
Purchase Agreement shall remain in full force and effect. This Amendment
No.2 may be amended only by an instrument in writing signed by all of the
Parties.
IV. This Amendment No.2 has been executed simultaneously in six (6)
counterparts, three (3) in Russian and three (3) in English, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument. The English and Russian versions of the Amendment
No.2 shall have equal force.
IN WITNESS WHEREOF, the Parties have executed this Amendment No.1 on the date
first above written.
For Transmeridian Exploration Inc.
By: /S/ Nurjan Sarsekonovich Kurmanov
-----------------------------.
Name: Nurjan Sarsekonovich Kurmanov
Title: Authorized representative
For AIL Alpha Corporation Ltd.
By: /S/ Murat Beisenbekovich Safinov
-----------------------------.
Name: Murat Beisenbekovich Safinov
Title: Authorized representative
For OJSC Caspi Neft.
By: /S/ Murat Beisenbekovich Safinov
-----------------------------.
Name: Murat Beisenbekovich Safinov
Title: Authorized representative
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