Exhibit 10.24
LETTER AGREEMENT
This Letter Agreement, dated as of December 19, 1997, is by and
among Khanty Mansiysk Oil Corporation ("KMOC"), a Delaware corporation,
Brunswick Xxxxxxxxxxx Trust Company LLC ("BFTC"), a Delaware limited liability
company, Waldo Securities S.A. ("Waldo"), an international business company
organized under the laws of the British Virgin Islands, Khanty Holdings LLC, a
Delaware limited liability company ("Holdings"), and each of the investors
listed on Schedule I hereto which has delivered a signed counterpart in
accordance with Section 3.4 of this Agreement (the "Other Investors").
WHEREAS, KMOC, BFTC, Waldo and Holdings are party to the Voting and
Transfer Agreement, dated as of October 15, 1997 (the "Voting and Transfer
Agreement") pursuant to which BFTC has granted to Holdings and Waldo the right
("Tag Along Right") to participate in certain sales by BFTC of shares of common
stock in KMOC ("KMOC Common Stock") held by BFTC upon the terms and in
accordance with the provisions set forth in Article VII thereof;
WHEREAS, KMOC, as additional consideration for Holdings'
participation in the latest round of financing (the "Financing") pursuant to
which KMOC issued notes (the "Notes") and warrants (the "Warrants") to Holdings
in exchange for a capital investment in KMOC by Holdings of $30,000,000, has
granted to Holdings the right to apply the principal on the Notes held by
Holdings as payment for the exercise price of the Warrants held by Holdings in
connection with the exercise by Holdings of its Tag Along Rights where such
exercise is initiated by a proposed sale by BFTC of KMOC Common Stock ("Note
Conversion Rights");
WHEREAS, each of the Other Investors has, in connection with their
participation in the Financing, entered into note and warrant purchase
agreements (the "Other Purchase Agreements") pursuant to which KMOC issued Notes
and Warrants to each such Other Investor in exchange for a capital investment in
KMOC by such Other Investor;
WHEREAS, each Other Investor, as additional consideration for
entering into its respective Other Purchase Agreement, has requested that it be
granted Tag Along Rights and Note Conversion Rights; and
WHEREAS, (i) BFTC has agreed to grant Tag Along Rights to the Other
Investors, (ii) Waldo and Holdings are willing to permit the Tag Along Rights
granted to the Other Investors to be pari passu with the Tag Along Rights
granted to each of them by BFTC pursuant to the Voting and Transfer Agreement
and (iii) KMOC has agreed to grant Note Conversion Rights to the Other
Investors.
NOW, THEREFORE in consideration of the premises and mutual promises
and agreements contained herein, the parties hereto, intending to be legally
bound by the terms hereof, agree as follows:
ARTICLE I
TAG ALONG RIGHTS
Section 1.1 Tag Along Offer. If at any time prior to the date of an
initial public offering of KMOC Common Stock (an "Initial Public Offering"),
BFTC and/or any of its affiliates desires to sell KMOC Common Stock (i)
representing more than 5% of the shares of KMOC Common Stock outstanding to any
one person in a single transaction or in a series of related transactions or
(ii) representing more than 7.5% of the shares of KMOC Common Stock outstanding
on a cumulative basis of all sales made by BFTC subsequent to the date hereof
(but excluding sales which are subject to the preceding clause (i)), then prior
to the consummation of such sale (a "Sale") BFTC shall provide written notice
(the "Tag Along Notice") of the proposed Sale to each of the Other Investors
(the "Tag Along Offerees") at least 45 days prior to the proposed date of the
Sale. The Tag Along Notice shall include:
(a) The principal terms of the proposed Sale, including the number
of shares of KMOC Common Stock to be purchased from BFTC, the percentage such
shares represent of the total number of shares of KMOC Common Stock beneficially
owned (on a fully diluted basis) by BFTC (the "Sale Percentage'), the purchase
price and the name and address of the proposed purchaser (the "Tag Along
Purchaser); and
(b) An offer by BFTC to include, at the option of each Tag Along
Offeree, in the Sale to the Tag Along Purchaser such number of shares of KMOC
Common Stock (not in any event to exceed the Sale Percentage of the total number
of shares of KMOC Common Stock held by such Tag Along Offeree) owned by each Tag
Along Offeree as determined in accordance with Section 1.2, on the same terms
and conditions, wit respect to each share sold, as BFTC shall sell such of its
shares.
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For purposes of determining the number of shares of KMOC Common Stock that each
Other Investor is entitled to sell in the sale and under this Article I
ownership of Warrants by such Other Investor shall be deemed to be ownership of
the KMOC Common Stock underlying such Warrants.
Section 1.2 Exercise. Each Tag Along Offeree desiring to accept the offer
contained in the Tag Along Notice shall send a written commitment to BFTC
specifying the number of shares of KMOC Common Stock (not in any event to exceed
the Sale Percentage of the total number of shares of Common Stock beneficially
owned (on a fully diluted basis) by such Tag Along Offeree) which such Tag Along
Offeree desires to have included in the Sale (a "Tag Along Commitment") within
thirty (30) days after the effectiveness of the Tag Along Notice (each a
"Participating Seller"). Each Tag Along Offeree who has not so accepted such
offer shall be deemed to have waived all of its rights with respect to the Sale,
and BFTC and the Participating Sellers, if any, shall thereafter be free to sell
to the Tag Along Purchaser, at a price no greater than the purchase price set
forth in the Tag Along Notice and otherwise on terms not more favorable in any
material respect to them than those set forth in the Tag Along Notice, without
any further obligation to such non-accepting Tag Along Offerees. If, prior to
consummation, the terms of such proposed Sale shall change with the result that
the price shall be greater than the maximum price set forth in the Tag Along
Notice or the other terms shall be more favorable to a Participating Seller in
any material respect than as set forth in the Tag Along Notice, it shall be
necessary for a separate Tag Along Notice to have been furnished, and the terms
and provisions of this Article I separately complied with, in order to
consummate such proposed Sale pursuant to this Article I; provided however that
in the case of such a separate Tag Along Notice, the applicable period referred
to in Section 1.1 shall be 20 days and the applicable period referred to above
in this Section 1.2 shall be 15 days.
Section 1.3 Cut Back The acceptance of each Participating Seller shall be
irrevocable except as hereinafter provided, and each such Participating Seller
shall be bound and obligated to sell in the Sale, on the same terms and
conditions specified in the Tag Along Notice as BFTC, such number of shares of
KMOC Common Stock as such Participating Seller shall have specified in such
Participating Seller's written commitment. In the event BFTC shall be unable to
obtain the inclusion in the Sale of all shares of KMOC Common Stock which BFTC
and each Participating Seller desires to have included in the Sale (as evidenced
in the case of BFTC by the Tag Along Notice and in the case of each
Participating Seller by such Participating Seller's written commitment), the
number of shares to be sold in the Sale by BFTC,
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each Participating Seller and, in the case of the concurrent exercise of Tag
Along Rights pursuant to Article VII of the Voting and Transfer Agreement, Waldo
and/or Holdings, as the case may be, shall be reduced on a pro rata basis
according to the proportion which the number of shares which each such seller
desires to have included in the Sale bears to the total number of shares desired
by all such sellers to have included in the Sale.
Section 1.4 Expiration and Release. if at the end of the ninetieth (90th)
day following the date of the effectiveness of the Tag Along Notice BFTC has not
completed the Sale-as provided in the foregoing provisions of this Article I,
each Participating Seller shall be released from its obligations under its
written commitment, the Tag Along Notice shall be null and void, and it shall be
necessary for a separate Tag Along Notice to have been furnished, and the terms
and provisions of this Article I separately complied with, in order to
consummate such Sale pursuant to this Article I; provided, however, that if the
failure to complete such Sale resulted from any failure by any Participating
Seller (any such Participating Seller, a "Defaulting Offeree") to comply in any
material respect with the terms of this Article I, BFTC shall be entitled to
proceed with the Sale as soon thereafter as practicable without having to
separately comply with the provisions of this Article I and each Participating
Seller which is not a Defaulting Offeree shall be entitled, but not obligated,
to participate in such Sale to the extent set forth in the Tag Along Commitment
provided by such Participating Seller pursuant to Section 1.2 of this Agreement.
Upon arranging a new closing date for the Sale, BFTC shall provide notice,
Including all relevant information regarding the Sale required to be included in
a Tag Along Notice, to each Participating Seller entitled to sell shares in such
Sale. The Participating Seller shall have a period of two days from the date of
receipt of such notice to inform BFTC of its intention to participate in such
Sale to the extent set forth in its Tag Along Commitment. The number of shares
to be sold by each participant in such Sale shall be subject to the cutback
provisions set forth in Section 1.3 of this Agreement
Section 1.5 Conformity of Rights In the event that Waldo and/or Holdings
exercise their Tag Along Rights pursuant to Article VII of the Voting and
Transfer Agreement currently with the exercise by any Other Investor of the Tag
Along Rights granted to such Other Investor pursuant to this Article I, Waldo
and Holdings hereby agree that (i) the provisions of Sections 1.3 and 1.4 of
this Agreement shall be the controlling method used by the parties in
determining the allocation of shares among each party desiring to sell shares in
such Sale and (ii) the provisions of Section 7.2 of the Voting and Transfer
Agreement in such circumstance shall be
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superceded to the extent that it conflicts with the allocation procedures set
forth in Sections 1.3 and 1.4 of this Agreement.
Section 1.6 Special Transactions. The exercise of the Tag Along Rights
granted hereunder may be limited by BFTC's existing contractual obligations in
the following circumstances:
(a) In the event that BFTC, pursuant to existing contractual
obligations, is required to sell its shares of KMOC Common Stock in connection
with a sale of shares by KMOC shareholders at the request of such selling
shareholders (a "Drag Along Sale"), the Tag Along Rights granted to each Other
Investor pursuant to this Article I shall be applicable only to the extent that
such selling shareholder does not exercise any contractual rights it may have to
preclude the Other Investors from selling their shares pursuant to the exercise
of their Tag Along Rights hereunder. In the event of any such conflict, BFTC
shall not be deemed to have breached this Agreement if the selling shareholder
exercises any such contractual right to preclude shares requested to be sold by
any Other Investor pursuant to this Agreement. BFTC shall notify each Other
Investor as soon as practicable upon receipt of notice of its obligation to sell
its shares pursuant to a Drag Along Sale. In connection with such notice, the
acceptance and notice periods set forth in Section 1.1 hereof shall, if
necessary, be adjusted by BFTC (with appropriate explanation therefore provided
in such notice) such that BFTC shall remain in compliance with the requirements
set forth in the agreement pursuant to which BFTC is obligated to sell its
shares in such Drag Along Sale.
(b) In the circumstance where BFTC is exercising its own Tag Along
Rights in connection with a sale of KMOC Common Stock by another shareholder of
KMOC, the Tag Along Rights granted to each Other Investor pursuant to this
Article I shall be applicable only to the extent that such selling shareholder
permits BFTC to include in its allocation of shares, to be sold pursuant to such
sale, shares to be sold by BFTC on behalf of an Other Investor pursuant to this
Agreement. BFTC shall notify each Other Investor as soon as practicable upon
receipt of notice that BFTC, pursuant to its exercise of its Tag Along Rights,
has been allocated a specific number of shares for inclusion in a sale of shares
by another KMOC shareholder. In connection with such notice, the acceptance and
notice periods set forth in Section 1.1 hereof shall, if necessary, be adjusted
by BFTC (with appropriate explanation therefore provided in such notice) such
that BFTC shall remain in compliance with the requirements set forth in the
agreement with the selling KMOC shareholder pursuant to which BFTC is exercising
its Tag Along Rights.
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Section 1.7. Reciprocal Tag Along Rights. Each Other Investor hereby
agrees that if at any time prior to an Initial Public Offering, such Other
Investor and/or any of its affiliates desires to sell KMOC Common Stock (i)
representing more than 5% of the shares of KMOC Common Stock outstanding to any
one person in a single transaction or in a series of related transactions or
(ii) representing more than 7.5% of the shares of KMOC Common Stock outstanding
on a cumulative basis of all sales made by such Other Investor subsequent to the
date hereof (but excluding sales which are subject to the preceding clause (i))
BFTC shall be entitled to Tag Along Rights in connection with such sales to the
same extent that BFTC has granted such rights to the Other Investors pursuant to
this Article I.
ARTICLE II
CONVERSION RIGHTS
Section 2.1. Exercise of Conversion Rights. Each Other Investor
participating in a Sale pursuant to Article I of this Agreement shall be
entitled to exercise Warrants held by such Other Investor to acquire KMOC Common
Stock by delivering Notes held by it in an aggregate principal amount equal to
the aggregate exercise price of the Warrants required to be exercised by such
Other Investor in order for it to hold a sufficient number of shares of KMOC
Common Stock necessary to honor its commitment to sell shares to the Tag Along
Purchaser pursuant to the exercise of its Tag Along Rights.
ARTICLE III
MISCELLANEOUS
Section 3.1 Termination. This Agreement shall be effective as of the
date first set forth above and shall terminate on the date of an Initial Public
Offering.
Section 3.2 Notices. All notices, requests and other communications
hereunder shall be in writing and shall be delivered by hand, by nationally
recognized courier service or by facsimile transmission, receipt confirmed to
each party at the address or telephone number set forth in Schedule II hereto.
Each such notice, request or communication shall be effective (A) if delivered
by hand or by nationally recognized courier service, when delivered at the
address specified in
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Schedule II hereto (or in accordance with the latest unrevoked written direction
from such party) or (B) if given by fax, when such fax is transmitted to the fax
number specified in Schedule II hereto (or in accordance with the latest
unrevoked written direction from such party), and the appropriate confirmation
is received.
Section 3.3 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
parties shall negotiate in good faith with a view to the substitution therefor
of a suitable and equitable solution in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid provision;
provided, however, that the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be in any way impaired thereby, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.
Section 3.4 Counterparts; Facsimile. This Agreement may be executed
and delivered by facsimile in two or more counterparts, each of which shall be
deemed an original and all of which shall, taken together, be considered one and
the same agreement, it being understood that all parties need not sign the same
counterpart.
Section 3.5 Execution by an Investor Listed on Schedule I. Each
investor set forth on Schedule I hereto desiring to be party to this Agreement
must deliver a signed counterpart, in the form of Exhibit A hereto, to KMOC, by
facsimile or other means, on or before January 15, 1998.
Section 3.6 Entire Agreement; No Third Party Beneficiaries. This
Agreement (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (b) is not intended to confer upon any
person, other than the parties hereto, any rights or remedies hereunder.
Section 3.7 Further Assurances. Each party hereto shall execute,
deliver and acknowledge such other documents and take such further actions as
may be reasonably requested from time to time by the other parties hereto to
give effect to and carry out the transactions contemplated herein.
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Section 3.8 Governing Law; Equitable Remedies. This Agreement 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. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to equitable
relief, including in the form of injunctions, in order to enforce specifically
the provisions of this Agreement, in addition to any other remedy to which they
are entitled at law or in equity.
Section 3.9 Assignment. (a) Except as otherwise provided in Section
3.8(b), neither this Agreement nor any of the rights or obligations hereunder
shall be assigned by any of the parties hereto without the prior written consent
of the other parties hereto, except that any party may assign all its rights and
obligations to the assignee of all or substantially all of the assets of such
party including an acquisition through merger, provided that such party shall in
no event be released from its obligations hereunder without the prior written
consent of the other parties hereto. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns. Any attempted
assignment in contravention hereof shall be null and void.
(b) Notwithstanding the provisions of Section 3.8(a), in the event
that the shares of KMOC Common Stock held by Fractor Investments Limited are
transferred to Overseas Private Investment Corporation ("OPIC") pursuant to a
foreclosure by OPIC on its first priority lien on such shares, OPIC or its
nominee or transferee shall be entitled, but not obligated, to assume the rights
and obligations of Fractor Investments Limited hereunder by delivering to each
of the parties hereto a duly executed assignment and assumption agreement
acknowledging such assignment.
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IN WITNESS WHEREOF, the partes have ceased this Agreement to be duly
executed and delivered, all as of the date first set forth above.
KHANTY MANSIYSK OIL CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
KHANTY HOLDINGS LLC
By: The Beacon Camp Energy Investment Fund, L.P.
By: Beacon Energy Investors, L.L.C., its General Partner
By: Energy Fund GP, Inc., a member
By:
-----------------------------------
Name:
Title:
WALDO SECURITIES S.A.
By: /s/ Nikolai Vladimirovich Bogatchev
-----------------------------------
Name: Nikolai Vladimirovich Bogatchev
Title:
9
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered, all as of the date first set forth above.
KHANTY MANSIYSK OIL CORPORATION
By:
-----------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
KHANTY HOLDINGS LLC
By: The Beacon Camp Energy Investment Fund, L.P.
By: Beacon Energy Investors, L.L.C., its General Partner
By: Energy Fund GP, Inc., a member
By: /s/ [ILLEGIBLE]
-----------------------------------
Name:
Title:
WALDO SECURITIES S.A.
By:
-----------------------------------
Name: Nikolai Vladimirovich Bogatchev
Title:
9
BRUNSWICK XXXXXXXXXXX TRUST COMPANY LLC,
as Trustee
By: /s/ Xxxx X. Xxxxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Manager
10
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: 1/14/98
ACORN INVESTMENT TRUST,
For its series designated Acorn International
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Asst. Treasurer
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: January 13, 1998
SPINDRIFT PARTNERS, L.P.
By: Wellington Management Company, LLP.
as investment adviser
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: January 13, 1998
SPINDRIFT PARTNERS. L.P.
By: Wellington Management Company, LLP.
as investment adviser
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: January 13, 1998
XXXX CAPITAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Exhibit A
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: 1/5/98
Deltec Asset Management Corporation
[INVESTOR NAME]
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Exhibit A
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: 23/ December 1997
Fractor Investments Limited
[INVESTOR NAME]
By: /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Director
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: December 22, 1997
XXXXX XXXXXXX
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Exhibit A
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: 22 Dec, 1997
[INVESTOR NAME]
Xxxxx X. Xxxxxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------------
Name:
Title:
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: December 29, 1997
XXXXX XXXXXX
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: 1/12/98
XXXX XXXXXXXX
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxx
Exhibit A
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: 14/1/98
Xxxxxx Xxxx
[INVESTOR NAME]
By /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: MR.
Exhibit A
COUNTERPART SIGNATURE PAGE
The undersigned, intending to be legally bound as a party thereto,
does hereby deliver this signed counterpart in accordance with Section 3.4 of
the Letter Agreement, dated as of December 19, 1997, by and among Khanty
Mansiysk Oil Corporation, a Delaware corporation, Brunswick Xxxxxxxxxxx Trust
Company LLC, a Delaware limited liability company, Waldo Securities S.A., an
international business company organized under the laws of the British Virgin
Islands, Khanty Holdings LLC, a Delaware limited liability company, and each of
the investors listed on Schedule I thereto which has delivered a signed
counterpart in accordance with Section 3.4 thereof.
Date: _______________
[INVESTOR NAME]
By:_________________________
Name:
Title:
SCHEDULE I
INVESTOR
--------
Fractor Investments Limited (AIG-Brunswick)
Deltec Asset Management Corporation
Xxxx Capital Services, Inc.
Acorn International (Xxxxxx)
Spindrift Partners, L.P.
Spindrift Investors (Bermuda) L.P.
Xxxxx Xxxxxxxxxxx
Xxxxxx Xxxx
Xxxxx Xxxxxx
Xxxx Xxxxxxxx
Xxxxx Xxxxxxx
SCHEDULE II
All notices pursuant to Section 3.2 of this Agreement should be
provided to the respective party as follows:
If to KMOC, to:
Khanty Mansiysk Oil Corporation
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxxxx
Phone:(000) 000-0000
Fax: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Holdings, to:
Khanty Holdings LLC
c/o The Beacon Group
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. XxxXxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Waldo, to:
Waldo Securities SA.
x/x Xxxxxxx Xxxxxxxxx
00 Xxxxxxxxxxxxx xx.
XX-0
000000 Xxxxxx, Xxxxxx
Phone: 000-0000-000-0000
Fax: 000-0000-000-0000
with copy to:
Frere Cholmeley Xxxxxxxx
0 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxx XX0X ONH
Attention: Xxxxxxxx Xxxxxxx
Phone: 000-00-000-000-0000
Fax: 000-00-000-000-0000
If to BFTC, to:
Brunswick Xxxxxxxxxxx Trust Company LLC
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Fractor Investments Limited, to:
Fractor Investments Limited
2-4 Arch. Makarios III Avenue
Capital Center, 9th Floor
Nicosia, Cyprus
with copy to:
AIG-Brunswick Capital Management, LTD.
Xxxxxxxxx Xxxxxx
00/0 Xxxxxxxxxxxxxxxx Xxx.
Xxxxxx, Xxxxxx 000000
Attention: Xxxxx Xxxx, CEO
Phone: 000 0000 000 0000
Fax: 000 0000 000 0000
II-2
If to Acorn International, to:
Acorn International, a series of Acorn Investment Trust
c/o Wanger Asset Management, L.P.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Spindrift Investors (Bermuda) L.P., to:
Spindrift Investors (Bermuda) L.P.
c/o Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Regulatory Affairs Department
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Spindrifi Partners, L.P., to:
Spindrift Partners, L.P.
c/o Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Regulatory Affairs Department
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Deltec Asset Management Corporation, to:
Deltec Asset Management Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000/5940
II-3
If to Xxxx Capital Services, Inc., to:
Koch Capital Services, Inc.
0000 Xxxx 00xx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxx 00000
Attention: Xxxx X. Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Xxxxx Xxxxxx, to:
Xxxxx Xxxxxx
Fowler, Goedecke, Xxxxx & X'Xxxxxx
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxxx 00000
Phone: (000) 000-0000 x-00
Fax: (000) 000-0000
If to Xxxxx Xxxxxxxxxxx, to:
Xxxxx Xxxxxxxxxxx
00 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Xxxx X. Xxxxxxxx, to:
Xxxx X. Xxxxxxxx
000 Xxxx 00xx Xxxxxx
Xxxxxxxxx 00X
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
If to Xxxxx Xxxxxxx, to:
Xxxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (212) 535-269
II-4
Fax: (000)000-0000
If to Xxxxxx Xxxx, to:
Xxxxxx Xxxx
Xxxxxx Xxxxxxxx & Co. Ltd.
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Phone: 000-00-000-000-0000
Fax: 000-00-000-000-0000
II-5
