Deed of Novation among Baltic Petroleum Limited, Caspian Finance Limited, and OOO Zauralneftegaz (November 9, 2005)

Summary

This agreement transfers all rights and obligations under a previous loan agreement from Baltic Petroleum Limited to Caspian Finance Limited, with the consent of OOO Zauralneftegaz. Caspian Finance Limited will now assume all responsibilities and benefits of the original loan, and Baltic Petroleum Limited is released from any further obligations. The agreement is governed by English law and is effective as of November 9, 2005.

EX-10.2 3 ex10-2.txt DEED OF NOVATION 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 - -------------------------- company number 05303991 and whose registered office is at 18b Charles Street, London W1J 5DU, United Kingdom("BP"); CASPIAN FINANCE LIMITED, a company incorporated in England and Wales under - ------------------------- company number ###-###-#### and whose registered office is at c/o Salans, Millennium Bridge House, 2 Lambeth Hill, London EC4V 2AJ, United Kingdom ("CASPIAN"); and OOO ZAURALNEFTEGAZ, a limited liability company incorporated under the laws of - ------------------- Russian Federation under the main state registration number (ORGN) 1024500513950, located at 27 Lenin Street, Kurgan, 640000, Kurgan 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/ James Charles Pockney -------------------------------- Director /s/ James Mark Colin Gilchrist -------------------------------- Secretary EXECUTED as a DEED by ) CASPIAN FINANCE LIMITED ) acting by a Director and ) a Director/Secretary ) /s/ Simon Escott -------------------------------- Director /s/ James Mark Colin Gilchrist -------------------------------- Secretary EXECUTED as a DEED by OOO ZAURALNEFTEGAZ Signed: /s/ Oleg Zhuravlev Name (print): Oleg Zhuravlev Position: