EXHIBIT 4.14 CONVERTIBLE LOAN AGREEMENT
AMENDMENT AGREEMENT NO 1
AGREEMENT dated ________________August 2001 between:
1. TRACER PETROLEUM CORPORATION, a corporation incorporated in Canada
("Tracer");
2. ROC OIL COMPANY LIMITED (ACN 075 965 856), a company incorporated in New
South Wales, Australia ("Roc"); and
3. TEPCO LTD, a company incorporated in Bermuda ("Tepco").
RECITALS
A. Tracer, Roc and Tepco are parties to the Convertible Loan Agreement dated
22 May 2001 ("Convertible Loan Agreement").
B. Tracer, Roc and Tepco have agreed to amend the Convertible Loan Agreement
in the manner set out in this Agreement.
IT IS AGREED AS FOLLOWS.
1. Interpretation
In this Agreement, headings are for convenience only and shall not effect
interpretation and terms defined in the Convertible Loan Agreement and
used in this Agreement and shall have the same meaning as in the
Convertible Loan Agreement.
2. Amendments to Convertible Loan Agreement
The Convertible Loan Agreement shall, with effect from the date of this
Agreement, be amended in the following manner:
(a) Clause 1.1 - add the following definitions in Clause 1.1:
""Future Project" means a petroleum and/or natural gas exploration,
development and/or production project in whatever form carried out
including, without limitation, by way of production sharing
contract, service contract, lease, licence, permit or other
authorization but does not include:
(i) the Project;
(ii) Tracer's direct or indirect interest in Transmeridian
Exploration Inc ("TMIE");
"Future Project Interest" means any direct or indirect interest in a
Future Project including, without limitation, an interest:
(i) in a production sharing contract, service contract, lease,
licence, permit or other authorisation relating to the Future
Project;
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(ii) in a joint operating agreement, joint venture agreement or
other incorporated or unincorporated joint venture that
carries out, or has an interest (including, without
limitation, an interest of the kind described in paragraph (a)
above) in the Future Project;
(iii) (A) in shares or other securities of a company or other body
corporate;
(B) in units in a unit trust; or
(C) in a partnership,
that carries out or has an interest (including, without
limitation, an interest of the kind described in paragraphs
(a) and/or (b)) in the Future Project or is the operator or
the manager of the Future Project;
"Project" means the upstream petroleum exploration and development
opportunity in the Islamic Republic of Iran known as the South Pars
Oil Layer Project";
(b) Clause 2.1(b)(ii)(A) - in Clause 2.1(a)(ii)(A) delete "US$3,137,000"
and substitute in lieu "US$3,507,510";
(c) Clause 2.1(b)(ii)(B) - in Clause 2.1(a)(ii)(B) delete "US$1,568,500"
wherever appearing and substitute in lieu "US$1,753,755";
(d) Clause 2.2 - in Clause 2.2 delete the words "Tracer and TEPCO of an
upstream petroleum exploration and development opportunity in the
Islamic Republic of Iran ("Iran") known as the South Pars Oil Layer
Project (the "Project")" and substitute in lieu:
":
(a) by Tracer and TEPCO of the Project;
(b) by Tracer and its Affiliates of Future Projects."
(e) Clause 2.3(a) - in Clause 2.3(a) delete "US$663,000" and substitute
in lieu "US$292,490";
(f) Clause 2.3(c) - in Clause 2.3(c) delete "US$3,137,000" and
substitute in lieu "US$3,507,510";
(g) Clause 2.4(a) - in Clause 2.4(a):
(iii) delete "and July" in line 2 and substitute in lieu "July,
August, September and October"; and
(iv) delete "July 31, 2001" in line 3 and substitute in lieu
"October 31, 2001";
(h) Clause 2.8 - in Clause 2.8:
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(i) in line 11 delete "interest in any future petroleum or natural
gas, exploration, development or production project or
business opportunity in Iran ("Future Project")" and
substitute in lieu "Future Project Interest";
(ii) add after the words "Future Project" wherever appearing the
word "Interest";
(i) Clause 2.9 - in Clause 2.9 delete "July 31, 2001" in line 3 and
substitute in lieu "October 31, 2001";
(j) "Clause 2.12 - in Clause 2.12, add after "Project" in line 2 the
words "and give details of all Future Projects that Tracer or Tracer
Affiliates have pursued" and add after "Project in line 3 the words
"and pursuing Future Projects"
(k) Clause 3.3(b) - in Clause 3.3(b) delete "US$3,137,000" and
substitute in lieu "US$3,507,510";
(l) Clause 3.3(c) - in Clause 3.3(c) delete "US$3,137,000 and substitute
in lieu "US$3,507,510";
(m) Clause 3.4 (b) - in Clause 3.4(b) delete "US$1,568,500" and
substitute in lieu "US$1,753,755";
(n) Clause 3.4(c) - Clause 3.4(c) delete "US$1,568,500" and substitute
in lieu "US$1,753,755";
(o) Clause 3.4(j) - in Clause 3.4(j) delete "US$1,568,500" and
substitute in lieu "US$1,753,755"; and
(p) Schedule A - delete Schedule A and substitute in lieu the First Roc
Loan Budget set out in Annexure A to this Agreement.
3. Ratification
Tracer, Roc and Tepco ratify and confirm the provisions of the Convertible
Loan Agreement as amended by this Agreement.
4. Counterparts
This Agreement may be executed in counterpart. Once a counterpart executed
by a party has been exchanged for a counterpart executed by each other
party, this Agreement shall be deemed to be fully executed and effective
from its date.
5. Governing Law
This Agreement and all matters arising under it shall be governed by and
construed in accordance with the laws of the Province of Alberta and the
laws of Canada applicable in that Province. Each party attorns and submits
to the jurisdiction of the courts of the Province of Alberta for the
determination of all matters arising under this Agreement.
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Executed by Parties
TRACER PETROLEUM CORPORATION
Per:
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Per:
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ROC OIL COMPANY LIMITED
Per:
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Per:
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TEPCO LTD
Per:
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Per:
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ANNEXURE A
NEW SCHEDULE A TO CONVERTIBLE LOAN AGREEMENT
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