United Energy Group Limited Unit 2112, Two Pacific Place Hong Kong
Exhibit
8
United
Energy Group Limited
Xxxx
0000, Xxx Xxxxxxx Xxxxx
00
Xxxxxxxxx
Xxxx
Xxxx
July 22,
2008
Transmeridian
Exploration Incorporated
0000 Xxx
Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
Attention: Xx.
Xxxxxx Xxxxxxx
Chief
Executive Officer
Dear Xx.
Xxxxxxx,
Reference is made to the Investment
Agreement, dated as of June 11, 2008 (the “Investment
Agreement”), between United Energy Group Limited, an exempted company
with limited liability existing under the laws of Bermuda (“Purchaser”) and
Transmeridian Exploration Incorporated, a Delaware corporation (the “Company”). Except
as otherwise defined herein, terms defined in the Investment Agreement are used
herein as therein defined.
For purposes of clarification and as an
amendment and supplement to the terms of the Investment Agreement, the parties
hereto hereby acknowledge and agree as follows:
1. In
the event Purchaser provides or otherwise guarantees funding of any 12% Senior
Notes Cash Payments made by the Company to exchange 12% Senior Notes tendered in
the Exchange Offer (the total amount of funds provided and guaranteed by
Purchaser for such purpose being the “Senior Notes Tender
Payment”), the Company shall issue to Purchaser a number of shares of
Series B-1 Preferred Stock equal to (i) the amount of the Senior Notes Tender
Payment, divided by (ii) US$100, with the purchase price for such issued shares
of Series B-1 Preferred Stock to be satisfied by Purchaser’s funding of the
Senior Notes Tender Payment. In the case that the quotient above
results in any fractional shares of Series B-1 Preferred Stock, the Company
shall issue one full share of Series B-1 Preferred Stock to Purchaser in lieu of
such fractional share. Any shares of Series B-1 Preferred Stock
issued to Purchaser in accordance with this paragraph, together with any shares
of Series B-1 Preferred Stock issued to Purchaser pursuant to Sections 7.21(a)
and (b) of the Investment Agreement, shall be subject to the 580,000 share
limitation imposed by Section 7.21(c) of the Investment Agreement.
2. Notwithstanding
anything in the Investment Agreement or this letter agreement to the contrary,
in the event Purchaser provides or otherwise guarantees funding for either the
Senior Notes Repurchase Payment or the Senior Notes Tender Payment, Purchaser
shall have the option, in each case, in lieu of receiving Series B-1 Preferred
Stock in accordance with Section 7.21(b) of the Investment Agreement and
paragraph 1 above, to receive New Senior Notes, in an aggregate principal amount
equal to the amount of the
1
applicable
Senior Notes Repurchase Payment or the Senior Notes Tender Payment, as the case
may be. The purchase price for the New Senior Notes shall be
satisfied by Purchaser’s funding of the applicable Senior Notes Repurchase
Payment or Senior Notes Tender Payment, as the case may be. In the
case that the portion of the Senior Notes Repurchase Payment or the Senior Notes
Tender Payment used to purchase New Senior Notes is not an integral multiple of
US$1,000, the Company shall pay cash to Purchaser in the amount of such
difference. At or following the Swap Closing, upon delivery of
written notice five (5) Business Days in advance to the Company, Purchaser shall
specify the allocation between the number of New Senior Notes and the number of
shares of Series B-1 Preferred Stock to be purchased by Purchaser
hereunder. For purposes of calculating the number of shares of Series
B-1 Preferred Stock issuable to Purchaser under Section 7.21(b) of the
Investment Agreement and paragraph 1 above, the amount of the Senior Notes
Repurchase Payment and Senior Notes Tender Payment, as the case may be, used in
such calculation shall be reduced dollar for dollar by the portion of the Senior
Notes Repurchase Payment or Senior Notes Tender Payment, as the case may be,
that is used by Purchaser to purchase New Senior Notes pursuant to this
paragraph.
3. Following
the Swap Closing, Purchaser agrees to exchange any 12% Senior Notes held by
Purchaser, if any, for New Senior Notes or shares of Series B-1 Preferred Stock
subject to and in accordance with the terms of the Investment Agreement and this
letter agreement.
The general provisions set forth in
Article XI of the Investment Agreement shall be incorporated herein by reference
and shall form a part of this letter agreement.
This letter agreement may be executed
and delivered (including by facsimile transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.
2
If this letter
agreement accurately sets forth your understanding regarding the foregoing
matters, please so indicate by executing each duplicate hereof and returning one
fully executed original to us.
| Very truly yours, | |||
|
UNITED
ENERGY GROUP LIMITED
|
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|
|
By:
|
/s/ Mei Xxxx Xxxxx | |
|
Name: Mei
Xxxx Xxxxx
|
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| Title: Executive Director | |||
Accepted and agreed this
22nd day of
July, 2008
| TRANSMERIDIAN EXPLORATION INCORPORATED | |||||
| By: |
/s/
Xxxxxx X. Xxxxxxx
|
|
|||
|
Name:
Xxxxxx X. Xxxxxxx
|
|
||||
|
Title: Chairman
and Chief Executive Officer
|
|
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