AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of October 24, 2008, is by and among Transmeridian Exploration Inc., a British Virgin Islands company (“Pledgor”), The Bank of New York Mellon (formerly known as The Bank of New York), in its capacity as Collateral Agent for the benefit of the Secured Parties referred to below (in such capacity, the “Collateral Agent”), The Bank of New York Mellon, in its capacity as trustee under the Original Indenture referred to below (in such capacity, the “Original Trustee”), and The Bank of New York Mellon, in its capacity as trustee under the New Indenture referred to below (in such capacity, the “New Trustee”).
Amended and Restated Share Encumbrance and Pledge Agreement Dated October 24, 2008 JSC BTA Securities (“Securities Agent”) Transmeridian Exploration Inc. and Bramex Management, Inc. (“Shareholders”) DentonWildeSapte . . .Encumbrance and Pledge Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas
B WHEREAS, the Securities Agent and the Shareholders entered into the Share Encumbrance and Pledge Agreement, dated as of January 3, 2006, as amended on May 24, 2006 (the “Original SEPA”), to secure the Shareholders’ obligations under the Conditional Share Transfer Agreement, dated as of January 3, 2006, as amended on May 24, 2006;
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 24, 2008, is by and among Transmeridian Exploration Inc., a British Virgin Islands company (the “Company”), the Guarantors and The Bank of New York Mellon, formerly known as The Bank of New York, as trustee under the Indenture referred to herein (the “Trustee”).
AMENDED AND RESTATED SECURITIES AGENCY AGREEMENTSecurities Agency Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED SECURITIES AGENCY AGREEMENT (this “Agreement”) dated as of October 24, 2008 is entered into by and among THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee under the Original Indenture (as defined herein) (the “Original Trustee”), as trustee under the New Indenture (as defined herein) (the “New Trustee”) and as collateral agent under the Original Indenture and the New Indenture (the “Collateral Agent” and, together with the Original Trustee, the New Trustee and the holders of the Notes (as defined below), the “Secured Parties”), JSC BTA SECURITIES, a Kazakhstan joint stock company incorporated under the laws of Kazakhstan, No. 14024-1910-T00, broker-dealer license No. 0401201983, as Securities Agent in the Republic of Kazakhstan (the “Securities Agent”), TRANSMERIDIAN EXPLORATION INC., a company incorporated under the laws of the British Virgin Islands (“TME”), and BRAMEX MANAGEMENT, INC., a compan
AMENDED AND RESTATED CONDITIONAL SHARE TRANSFER AGREEMENTConditional Share Transfer Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas
THIS AMENDED AND RESTATED CONDITIONAL SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of October 24, 2008, is entered into among:
PLEDGE AGREEMENTPledge Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of October 24, 2008, is by and among each of the subsidiaries of Transmeridian Exploration Incorporated (“Parent”) listed on the signature pages hereof (collectively, and together with the Additional Pledgors (as defined in Section 23), the “Pledgors”), The Bank of New York Mellon (formerly known as The Bank of New York), in its capacity as Collateral Agent for the benefit of the Secured Parties referred to below (in such capacity, the “Collateral Agent”), The Bank of New York Mellon, in its capacity as trustee under the Original Indenture referred to below (in such capacity, the “Original Trustee”), and The Bank of New York Mellon, in its capacity as trustee under the New Indenture referred to below (in such capacity, the “New Trustee”).
