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]
<PAGE>
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 5530897 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 c
