Exhibit 10.6
AMENDMENT No. 3
TO THE AGREEMENT FOR THE
PURCHASE AND SALE OF SHARES
AMENDMENT No.3 made this 27 day of April 2001 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 April 27, 2001;
Transmeridian Exploration Inc., a company established under the laws of the
British Virgin Islands with its principal offices located at 00000 Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, XX XXX 00000 (hereinafter the "Purchaser"),
represented by Xxxxxx X. Xxxxxxx, acting pursuant to the Charter; and OJSC Caspi
Neft (hereinafter "CaspiNeft"), 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 April 27, 2001.
(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 June 22, 2000 Caspi Neft transferred the Shares to Purchaser;
and Purchase's obligation for payment of the Final Installment was fulfilled in
full amount on April 27, 2001;
NOW, THEREFORE, the Parties agree as follows:
IX. The capitalized terms and expressions used in this Amendment No. 3 shall
have the meanings ascribed to them as set forth in the Sale and Purchase
Agreement.
X. The Parties hereby acknowledge and agree that Purchaser has paid the Final
Installment, the receipt and sufficiency of which is hereby acknowledged.
Further the Seller agree and acknowledge that Buyer has satisfied all other
obligations under, and waive any claims arising in connection with, the
Sale and Purchase Agreement. Sellers agree and warrant that Purchaser
possesses unencumbered right and title to the Shares in accordance with the
Sale and Purchase Agreement, and that Buyer is the lawful owner of the
Shares.
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XI. This Amendment No. 3 is an integral part of the Sale and Purchase Agreement
and is in substitution of all previous Amendments. Except as expressly
amended by the terms of this Amendment No 3, all terms and conditions of
the Sale and Purchase Agreement shall remain in full force and effect. This
Amendment No. 3 may be amended only by an instrument in writing signed by
all of the Parties.
XII. This Amendment No. 3 has been executed simultaneously in eight (8)
counterparts, four (4) in Russian and four (4) 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. 3 shall have equal force.
IN WITNESS WHEREOF, the Parties have executed this Amendment No.3 on the date
first above written.
For Transmeridian Exploration Inc.
By: /S/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and CEO
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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