EXHIBIT 10.15
THIS DEED OF AMENDMENT is made on 16 August 2005.
BETWEEN:
OOO ZAURALNEFTEGAZ, a limited liability company incorporated under the laws of
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the Russian Federation under the main state registration number (ORGN)
1024500513950, located at 00 Xxxxx Xxxxxx, Xxxxxx, 000000, Xxxxxx Oblast,
Russian Federation ("ZNG"); and
BALTIC PETROLEUM LIMITED, a company incorporated in England and Wales under
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company number 05303991 and whose registered office is at 00x Xxxxxxx Xxxxxx,
Xxxxxx X0X 0XX ("BP").
WHEREAS:
ZNG and BP entered into a loan agreement on 28 April 2005, whereby inter alia BP
made available to ZNG a loan facility of US$1,267,860 (the "LOAN AGREEMENT").
BP is willing to make available to ZNG an additional amount of US$173,468, under
the existing loan facility, for the purpose of ZNG making further payments to
OOO Business Standard (the "ADDITIONAL LOAN") upon and subject to the terms of
the Loan Agreement and this Deed.
IT IS THEREFORE AGREED AS FOLLOWS:
1. Terms used in this Deed shall have the same meaning as given in the
Loan Agreement unless otherwise herein.
2. Definitions used in this Deed shall have the same meaning as given
in the Loan Agreement unless otherwise herein.
3. Save as varied by this Deed, the terms of the Loan Agreement shall
remain in full force and effect.
4. Clause 4.1 of the Loan Agreement shall be deleted in its entirety
and the following shall be inserted in its place:
"Subject to clauses 4.2 and 11, the Loan shall be available until 31
August 2005, following which all Outstanding Advances shall, together with
accrued interest, be repaid by 31 October 2005."
5. BP hereby agrees to lend to ZNG, upon and subject to the terms of
this Deed and pursuant to the Loan Agreement, a further amount of
US$173,468.
6. Clause 8.1 (c) of the Loan Agreement shall be deleted in its
entirety and the following shall be inserted in its place:
"US$350,000 to be used by ZNG to account to OOO Business Standard, a
Russian limited liability company, in respect of its services for
coordinating the gathering of data and information on 4 new exploration
licences in the Kurgan region being considered by ZNG, in respect of areas
which shall be designated by BP."
7. For the avoidance of doubt, ZNG acknowledges that under clause
8.1(c) of the Loan Agreement, US$250,000 has been drawn down by ZNG and has
been paid to OOO Business Standard. Upon execution of this Deed, under
clause 8.1(c) of the Loan Agreement, US$100,000 will remain to be drawn
down by ZNG to be made payable to OOO Business Standard once services have
been provided by OOO Business Standard to ZNG in relation to the 4 new
exploration licences.
8. Clause 8.1 (e) of the Loan Agreement shall be deleted in its
entirety and the following shall be inserted in its place:
"subject to clause 10.2, a further amount of US$320,000 shall be
advanced to allow the payment to OOO Business Standard, a Russian limited
liability company, of an additional payment equal to US$320,000."
9. Clause 8.2 (a) of the Loan Agreement shall be deleted in its
entirety and the following shall be inserted in its place:
"US$28,328 to be used to satisfy the Retention Requirement in respect
of the Advances to be made hereunder."
10. The Drawdown Notice to be used for the Additional Loan must be in
the form set out in Schedule 1 to this Deed or in such other form as may be
acceptable to BP and shall relate to only one of the purposes set forth in
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clause 8.1 of the Loan Agreement for which the Advance will be utilized.
The Drawdown Notice shall specify the Drawdown Date and the amount of the
Advance (which shall be the amount stated in the relevant sub-clause of
clause 8.1 of the Loan Agreement which sets out the purpose for which the
Advance will be utilized and an amount in respect of the matters referred
to in clause 8.2 of the Loan Agreement).
11. This Deed shall be governed by and construed in accordance with
the laws of England. Any dispute arising out of or in connection with this
Deed, including any question regarding its existence, validity or
termination, or the legal relationships established by this Deed, shall be
referred to and finally resolved by arbitration under the Rules of the
London Court of International Arbitration, which Rules are deemed to be
incorporated by reference into this clause. All arbitration proceedings
shall be conducted in English before a single arbitrator in London.
Judgment on any resulting award may be entered in any court having
jurisdiction over the affected party, and may be executed against the
assets of the affected party in any jurisdiction. The arbitrator shall have
jurisdiction to award, and shall award, the prevailing party its reasonable
attorneys fees, costs and expenses.
12. This Deed will be executed in English and in Russian. In case of
any conflict between the English and Russian versions, the terms of the
English version should prevail.
IN WITNESS WHEREOF, the parties have executed this Deed as of the date first
above written.
EXECUTED AS A DEED by signed
OOO ZAURALNEFTEGAZ: /s/ Xxxx Xxxxxxxxx
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Authorised signatory
Xxxx Xxxxxxxxx
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Name
EXECUTED AS A DEED by /s/ Xxxxx Xxxxxx
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BALTIC PETROLEUM LIMITED Director
Xxxxx Xxxxxx
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Name
acting by two Directors/ /s/ X.X. Xxxxxxx
a Director and the Secretary: -------------------------
Director/Secretary
Xxxxx Xxxxxxx
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Name
SCHEDULE 1
FORM OF REQUEST FOR AN ADVANCE
To: Baltic Petroleum Limited ("BP")
From: OOO Zauralneftegaz Ltd. ("ZNG")
Date 2005
REQUEST FOR AN ADVANCE
We refer to the loan agreement dated 28 April 2005 between ZNG and BP (the "LOAN
AGREEMENT") and to the deed of amendment dated August 2005 between ZNG and BP
(the "DEED OF AMENDMENT"). Terms defined in the Loan Agreement have the same
meaning in this letter and references to clauses in this letter are references
to clauses of the Loan Agreement as amended by the Deed of Amendment.
We wish to borrow an Advance subject to the terms and conditions of the
Agreement as follows:
(a) Amount: [Must be an amount/amounts specified in clause 8.1
and separate amounts as specified in clause 8.2]
(b) Purpose: [Specify purpose as set out in clause 8.1]
(c) Drawdown Date:
(d) Payment instructions: [To bank as detailed in clause 3.2]
We confirm that the conditions set out in clause 3 will be satisfied on the
Drawdown Date for the proposed Advance.
Yours faithfully
By:
Authorised Signatory
for and on behalf of
OOO Zauralneftegaz
