Exhibit 2(2)
DATED 3rd November, 1995
RIBALTA HOLDINGS, INC.
as Vendor
- and -
FOUNTAIN OIL, INCORPORATED
as Purchaser
- and -
XXXX XXXXXXX XXXX
as Warrantor
--------------------------------------------
SUPPLEMENTAL AGREEMENT
relating to the sale and purchase of
all the issued share capital of
GASTRON INTERNATIONAL LIMITED
--------------------------------------------
MARRIOTT XXXXXXXX
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
(Ref DJFI DJ51030B)
AGREEMENT dated 3rd November, 1995
BETWEEN:-
(1) RIBALTA HOLDINGS, INC. of P.O. Box 438, Tropic Isle Building, Road Town,
Tortola, British Virgin Islands ("the Vendor");
(2) FOUNTAIN OIL, INCORPORATED, a corporation organised under the laws of the
state of Delaware USA of 0000 Xxxxxxxxxx, xxxxx 000, Xxxxxxx, Xxxxx 00000
Xxxxxx Xxxxxx of America ("the Purchaser"); and
(3) XXXX XXXXXXX XXXX of 000 Xxxxx Xxxxxx, Xxxxxx XX-00000 Xxxx, Xxxxxx Xxxxxx
of America ("the Warrantor").
WHEREAS:-
(A) By an Agreement dated 10th August, 1995 made between the Vendor (1), the
Purchaser (2) and the Warrantor (3) ("Agreement") the Vendor agreed, subject
to certain conditions, to sell to the Purchaser the entire issued share
capital of Gastron International Limited ("the Company").
(B) The parties hereto wish to enter into this Supplemental Agreement to amend
the terms of the Agreement as set out below.
NOW IT IS HEREBY AGREED as follows:-
1. CONSIDERATIONS
In consideration of the mutual promises set out herein, the parties hereto
agree that, notwithstanding the satisfaction or waiver of any of the other
conditions contained in the Agreement, no cash consideration shall be payable
to the Vendor until Mostrangas JSC has paid to Intergas JSC the sum of
US$1,800,000,000 as set out in condition 4.2(e) of the Agreement. Subject to
such payment having been made by Mostrangas, and subject to the satisfaction
or waiver of all other conditions contained in the Agreement, the Purchaser
will pay to the Vendor, within seven days of such payment, the sum of
US$500,000 as set out in Clause 5.1 of the Agreement.
2. CONTINUATION OF AGREEMENT
The parties hereto hereby confirm that, save as set out in Clause 1 above,
the Agreement shall continue in full force and effect between them.
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3. COSTS
Each party shall pay its own legal and other professional charges and
expenses incurred in connection with this Supplemental Agreement.
4. PROPER LAW AND JURISDICTION
4.1 This Supplemental Agreement shall be governed by and construed in accordance
with English Law.
4.2 Each of the parties agrees to submit to the non-exclusive jurisdiction of
the English Courts as regards any claims or matter arising from, or in
connection with, this Supplemental Agreement.
4.3 The Vendor and the Warrantor each hereby irrevocably appoints Intergro
Finance (UK) Limited, Xxxxxx Bridge, 00 Xxxxxxx Xxxx, Xxxxxx, XX0X 0XX,
Xxxxxx Xxxxxxx as its agent to accept service on its behalf in respect of
this Supplemental Agreement.
AS WITNESS whereof this agreement has been entered into the day and year first
above written.
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SIGNED by )
Xxxx Xxxxx Xxx Xxx Xxxx representing ) /s/Xxxxx Xxx Xxx Xxxx
Padnall Enterprises Limited for and )
on behalf of )
RIBALTA HOLDINGS, INC. )
in the presence of:- /s/Xxxxxxxx P.M. Tang )
XXXXXXXX P.M. XXXX
Rooms 12-14, Ist Floor,
New Xxxxx House,
10 Ice House Street,
Hong Kong,
Assistant Manager
SIGNED by /s/Xxxxxxx Xxxxxx )
Xx. Xxxxxxx Xxxxxx )
Director for and on behalf of )
FOUNTAIN OIL, INCORPORATED )
in the presence of:- )
SIGNED by the said )
XXXX XXXXXXX XXXX ) /s/Xxxx Xxxxxxx Xxxx
in the presence of:- /s/Xxxxx Xxxx )
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