Exhibit 10.2
Agreed terms document under the joint venture shareholders' agreement dated [14]
OcTOber 2005 among Baltic Petroleum (E&P) Limited, Siberian Energy Group Inc.
and Zauralneftegaz Limited
DATED 9TH NOVEMBER 2005
BALTIC PETROLEUM LIMITED
AND
CASPIAN FINANCE LIMITED
AND
OOO ZAURALNEFTEGAZ
DEED OF NOVATION
[NOTE: THIS DEED OF NOVATION MUST BE EXECUTED IMMEDIATELY PRIOR TO THE NEW LOAN
AGREEMENT BEING EXECUTED]
THIS DEED OF NOVATION is made on 9th November 2005.
PARTIES:
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, Xxxxxx Xxxxxxx("XX");
CASPIAN FINANCE LIMITED, a company incorporated in England and Wales under
-------------------------
company number 5530897 and whose registered office is at c/o Salans, Millennium
Bridge House, 2 Xxxxxxx Xxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx ("CASPIAN"); and
OOO ZAURALNEFTEGAZ, a limited liability company incorporated under the laws of
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Russian Federation under the main state registration number (ORGN)
1024500513950, located at 00 Xxxxx Xxxxxx, Xxxxxx, 000000, Xxxxxx Oblast,
Russian Federation ("ZNG").
WHEREAS:
(A) By a Loan Agreement dated 28 April 2005 (the "LOAN AGREEMENT") between BP
and ZNG, BP, as amended by a deed of amendment thereto dated 16 August 2005,
agreed to make a loan facility of up to US$1,441,328 available to ZNG upon the
terms and conditions therein contained.
(B) ZNG has agreed, with effect from the date hereof, to release and discharge
BP from its obligations under the Loan Agreement upon the terms that Caspian
undertakes, with effect from the date hereof, to perform BP's obligations under
the Loan Agreement and to be bound by the terms of the Loan Agreement.
IT IS THEREFORE AGREED AS FOLLOWS:
1. NOVATION
1.1 BP hereby novates and transfers to Caspian all of its rights and
obligations under the Loan Agreement. References to BP in the Loan
Agreement shall be read as references to Caspian.
1.2 Caspian undertakes to perform BP's obligations under the Loan
Agreement and to be bound by the terms and conditions of the Loan Agreement
in every way as if Caspian were a party to the Loan Agreement in place of
BP.
1.3 ZNG hereby consents to the said novation and transfer and releases and
discharges BP from all claims and demands whatever in respect of the Loan
Agreement and accepts the liability of Caspian under the Loan Agreement in
place of the liability of BP. ZNG agrees to be bound by the terms of the
Loan Agreement in every way as if Caspian were named in the Loan Agreement
as a party in place of BP.
2. LAW AND JURISDICTION
This Deed shall be governed by and construed in accordance with
English Law.
3. COUNTERPARTS
This Deed may be executed in any number of counterparts and by the
different parties hereto on separate counterparts each of which, when
executed and delivered, shall constitute an original, but all the
counterparts together shall constitute but one and the same instrument. IN
WITNESS whereof the parties hereto have caused this Deed to be executed and
delivered as a Deed on the day and year first above written:
EXECUTED as a DEED by )
BALTIC PETROLEUM LIMITED )
acting by a Director and )
a Director/Secretary )
/s/ Xxxxx Xxxxxxx Xxxxxxx
--------------------------------
Director
/s/ Xxxxx Xxxx Xxxxx Xxxxxxxxx
--------------------------------
Secretary
EXECUTED as a DEED by )
CASPIAN FINANCE LIMITED )
acting by a Director and )
a Director/Secretary )
/s/ Xxxxx Xxxxxx
--------------------------------
Director
/s/ Xxxxx Xxxx Xxxxx Xxxxxxxxx
--------------------------------
Secretary
EXECUTED as a DEED by
OOO ZAURALNEFTEGAZ
Signed: /s/ Xxxx Xxxxxxxxx
Name (print): Xxxx Xxxxxxxxx
Position:
