Additional Return Agreement - June 18, 2007



 Exhibit 10.2 
  

			
	Kenmont Special Opportunities Master Fund, L.P.	  	Whitebox Convertible Arbitrage Partners, LP
	Man Mac Miesque 10B Ltd.	  	Whitebox Hedged High Yield Partners, LP
	c/o Kenmont Investments Management, L.P.	  	Pandora Select Partners, LP
	711 Louisiana, Suite 1750	  	Whitebox Intermarket Partners, LP
	Houston, TX 77002	  	3033 Excelsior Boulevard, Suite 300
		  	Minneapolis, MN 55416-4675
		  	
	Fursa Master Global Event Driven Fund, LP	  	Guggenheim Portfolio Company XXXI, LLC
	444 Merrick Road, Suite 104	  	GPC LIX, LLC
	Lynbrook, NY 11563	  	135 East 57th Street, 11th Floor
		  	New York, NY 10022

 CONFIDENTIAL 
 June 18, 2007 
 Transmeridian Exploration Incorporated 
 397 N. Sam Houston Pkwy. E., Suite 300 
 Houston, Texas 77060 
 Attention: Earl W. McNiel, Chief Financial Officer 
 20% Junior Redeemable Convertible Preferred Stock

 Additional Return Agreement 
 Ladies
and Gentlemen: 
 Reference is made to the amended and restated commitment letter dated the date hereof (including Exhibit A thereto,
the “Commitment Letter”) among the various investors set forth on the signature pages hereto (collectively, the “Initial Investors”), and you. This Additional Return Agreement is the “Letter
Agreement” referred to therein. Terms used but not defined in this Additional Return Agreement shall have the meanings assigned thereto in the Commitment Letter. 
  

	1.	Additional Returns. 

 As consideration for our
respective agreements under the Commitment Letter with respect to the Transaction, you agree to pay to each Initial Investor (i) a commitment preferred return (collectively, and as the same may be adjusted as provided for below,
“Commitment Return”) equal to 25% of the commitment amount of such Initial Investor, as set forth under the heading “Commitment Amount” in the table appearing in Paragraph 1 of the Commitment Letter, which preferred
return is subject to adjustment as described below and (ii) for its own account, in consideration of its standby pledge with respect to the Transaction, a transaction preferred return (collectively, “Transaction Return”
and together with the Commitment Return, the “Returns”) equal to 10% of the commitment amount of such Initial Investor, as set forth under the heading “Commitment Amount” in the table appearing in Paragraph 1 of the
Commitment Letter. 
 The Transaction Return is fully vested upon your acceptance of the Commitment Letter, without regard to whether any
closing of the purchase and sale of Securities contemplated by the Commitment Letter shall take place (unless, in the case of an Initial Investor, such failure to close is the result of such Initial Investor’s default under the Commitment
Letter). The Commitment Return, as applicable to each of Tranche 1 and Tranche 2 of the Securities, is fully vested upon consummation of the Transaction as it occurs with respect to each such tranche; provided, however, all Returns are
due and payable at the earlier of: (i) the occurrence of a Change of Control, as such term is defined in the Certificate and (ii) June 18, 2008. 







 If the Returns are not paid by December 31, 2007, from and after such date the principal amount of
the Company’s obligation to pay such Returns shall thereafter be increased, without the need for further act or evidence, at the rate of 10% per annum. 
 You shall make payment of the Returns when due without the need for any demand or other action by any of us, in each case by wire transfer to the respective accounts that each Initial Investor shall have previously
designated to you; provided, however, if the Returns become due other than upon the occurrence of a Change of Control, you may elect to satisfy your payment obligations with respect thereto by delivery of duly authorized, fully paid
and non-assessable shares of your Common Stock, valued for such purpose as prescribed by Section (3A)(b) of the Certificate. 
  

	2.	General. 

 The assignment of any portion of an
Initial Investor’s commitment under the Commitment Letter shall be deemed to include an assignment of the corresponding portion of the unvested Commitment Return applicable to the portion of such commitment so assigned. No Returns, once vested,
are assignable without the prior written consent of the Company, which shall not unreasonably be withheld; provided, however, notwithstanding the foregoing, an Initial Investor may assign its vested Returns, or any part thereof, to an
affiliate and in such case the assignor must provide written notice thereof to the Company promptly upon completion of such assignment. Notwithstanding any provision of this Additional Return Agreement or the Commitment Letter to the contrary, an
Initial Investor may elect in writing to waive all or any portion of its Returns, whether vested or unvested. 
 You agree that, once paid,
the Returns or any part thereof payable hereunder will not be refundable under any circumstances. All Returns payable hereunder will be paid in immediately available funds and shall not be subject to reduction by way of setoff or counterclaim.

 You agree that (i) you will not disclose this Additional Return Agreement or the contents hereof other than as permitted by the
Commitment Letter and (ii) your obligations under this Additional Return Agreement shall survive the expiration or termination of the Commitment Letter and the purchase of the Securities. 
 It is understood that this Additional Return Agreement shall not constitute or give rise to any obligation on our part to purchase any Securities; such
an obligation will arise only under the Commitment Letter if accepted in accordance with its terms. This Additional Return Agreement amends, restates and supersedes in its entirety that certain letter agreement among the Initial Investors and the
Company, dated June 18, 2007, regarding the matters addressed herein. This Additional Return Agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.
THIS ADDITIONAL RETURN AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Additional Return Agreement may be executed in any number of counterparts, each of which shall be an
original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Additional Return Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart of this Additional Return Agreement. Section headings used herein are for convenience of reference only, are not part of this Additional Return Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Additional Return Agreement. 
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 If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms
hereof by returning to each of us an executed counterpart hereof, whereupon this Additional Return Agreement shall become a binding agreement between us. 
  

			
	Very truly yours,
	
	KENMONT SPECIAL OPPORTUNITIES MASTER FUND, L.P.
		
	By	 	Kenmont Investments Management, L.P.
		
	By	 	 /s/ John Harkrider

	Name:	 	John Harkrider
	Title:	 	Managing Director & CFO
	
	MAN MAC MIESQUE 10B LTD.
		
	By	 	Kenmont Investments Management, L.P.
		
	By	 	 /s/ John Harkrider

	Name:	 	John Harkrider
	Title:	 	Managing Director & CFO
	
	FURSA MASTER GLOBAL EVENT DRIVEN FUND, LP
		
	By	 	 /s/ Mickey Harley

	Name:	 	Mickey Harley
	Title:	 	President & CIO


 Additional Return Agreement Signature Page 








			
	
	WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP
		
	By	 	 /s/ Jonathan Wood

	Name:	 	Jonathan Wood
	Title:	 	Director - COO
	
	WHITEBOX HEDGED HIGH YIELD PARTNERS, LP
		
	By	 	 /s/ Jonathan Wood

	Name:	 	Jonathan Wood
	Title:	 	Director - COO
	
	PANDORA SELECT PARTNERS, LP
		
	By	 	 /s/ Jonathan Wood

	Name:	 	Jonathan Wood
	Title:	 	Director - COO
	
	WHITEBOX INTERMARKET PARTNERS, LP
		
	By	 	 /s/ Jonathan Wood

	Name:	 	Jonathan Wood
	Title:	 	Director - COO


 Additional Return Agreement Signature Page 








			
	
	GUGGENHEIM PORTFOLIO COMPANY XXXI, LLC
		
	By	 	 /s/ Jonathan Wood

	Name:	 	Jonathan Wood
	Title:	 	Director - COO
	
	GPC LIX, LLC
		
	By	 	 /s/ Jonathan Wood

	Name:	 	Jonathan Wood
	Title:	 	Director - COO


  

			
	 Accepted and agreed to as of
 the date first
above written:

	
	 TRANSMERIDIAN EXPLORATION INCORPORATED

		
	By:	 	 /s/ Earl W. McNiel

		 	Earl W. McNiel
		 	Vice President and Chief Financial Officer

 Additional Return Agreement Signature Page