EX-10.23



 






EXHIBIT 10(23)




WAIVER AND CONSENT




     This WAIVER AND CONSENT (this “Agreement”) is made and entered into as of the 28th
day of June, 2006 by and among CanArgo Energy Corporation, a Delaware corporation (the “Company”),
and the individuals and entities who or which are signatories hereto (hereby referred to as a
“Subordinated Noteholder” and collectively as the “Subordinated Noteholders”).



     WHEREAS, the Company and certain individuals propose to enter into a Note and Warrant Purchase
Agreement (the “Note and Warrant Purchase Agreement”) pursuant to which the Company shall issue up
to $10,000,000 in convertible promissory notes (the “12% Subordinated Notes”) on the Closing Date
(as defined in the Note and Warrant Purchase Agreement) and warrants to purchase up to 12.5 million
shares, at an exercise price of $1.00 per share, subject to adjustment, of the Company’s common
stock, par value $.10 per share, on the Closing Date, expiring on the second anniversary of the
Closing Date (the “Warrants,” and together with the 12% Subordinated Notes, the “12% Subordinated
Offering”) thereafter and in accordance with the terms thereof; and



     WHEREAS, the principal amount of each 12% Subordinated Note shall be from time to time in
whole or in part convertible at the option of the holder thereof into shares of the Company’s
common stock at a price per share equal to $1.00 per share, as such price may be adjusted pursuant
to the terms of the Note and Warrant Purchase Agreement; and



     WHEREAS, the Subordinated Noteholders have certain rights (the “Subordinated Noteholder
Rights”) acquired in connection with the purchase of the Company’s Subordinated Notes due September
1, 2009 (“Subordinated Notes”) under that Note and Warrant Purchase Agreement dated March 3, 2006
by and among the Company and the Subordinated Noteholders signatory thereto (the “Subordinated Note
Purchase Agreement”) and the ancillary documents associated therewith, which rights may include,
without limitation, (i) anti-dilution rights and protections, and preemptive and notice rights with
respect to certain issuances of securities by the Company, (ii) rights in connection with negative
covenants provided by the Company in Section 12 of the Subordinated Note Purchase Agreement and
(ii) other rights as described therein; and



     WHEREAS, each of the Subordinated Noteholders desires to waive certain of the Subordinated
Noteholder Rights that it may have in connection with the Note and Warrant Purchase Agreement and
the transactions contemplated thereby and to amend certain provisions of the Subordinated Note
Purchase Agreement;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency or which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:




	 	6.	 	Definitions.
	 
	 	8.	 	As used in this Agreement, the following term shall have the following meaning
ascribed thereto: “Tethys Spin Out” means an offering of Tethys Common Stock with
aggregate gross proceeds to Tethys of not less than $18 million and may include in
connection therewith the sale of shares of Tethys Common Stock by the Company in such
offering in which case the Company at its sole discretion shall be entitled to sell in
such offering up to such number of shares of Tethys Common Stock as would take its
equity interest in Tethys to below 50% of the total issued share capital of Tethys,
provided however, that (a) the offering values Tethys on a pre-money basis at a
minimum of $52 million; and (b) at least 50% of the net proceeds received by the
company following any sale of its shares of Tethys Common Stock are immediately upon
receipt of such proceeds by the Company used to make a prepayment in respect of the
Senior Secured Notes.
	 
	 	9.	 	Capitalized terms used herein but not otherwise defined have the meanings
assigned to them in the Subordinated Note Purchase Agreement.





     7. Consent and Waivers. Notwithstanding the provisions of any Loan Document, in
accordance with Section 19 of the Subordinated Note Purchase Agreement the Subordinated Noteholders
hereby irrevocably and



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unconditionally consent to, and waive any rights they may have under the Subordinated Note
Purchase Agreement or any other Loan Documents in connection with: (i) the 12% Subordinated
Offering, including, without limitation, (w) the terms of the Note and Warrant Purchase Agreement,
(x) the sale and issuance of the 12% Subordinated Notes and the Warrants pursuant to the terms and
provisions of the Note and Warrant Purchase Agreement, (y) the application of any of the negative
covenants set forth in Section 12 of the Subordinated Note Purchase Agreement to the 12%
Subordinated Offering and (z) the Subordinated Subsidiary Guaranty (as defined in the Note and
Warrant Purchase Agreement) to be entered into in connection with the 12% Subordinated Offering,
and (ii) the Tethys Spin Out, including, without limitation (x) the application of the negative
covenants set forth in Section 12 of the Subordinated Note Purchase Agreement; and (y) the release
of Tethys and Tethys Kazakhstan Limited as Subsidiary Guarantors under the Subsidiary Guaranty.
The waivers granted in this Section 2 only apply to the matters described in clause (i) and (ii)
above, and do not constitute any consent to any other action or a waiver of any other provisions of
the Loan Documents, including, without limitation, the provisions of Section 11.7(d) of the
Subordinated Note Purchase Agreement.




     8. Effect on Loan Documents. This Agreement is limited to the specific purpose for
which it is granted and, except as specifically set forth above, (a) shall not be construed as a
consent, waiver or other modification with respect to any term, condition or other provision of any
Loan Document and (b) each of the Loan Documents shall remain in full force and effect and are each
hereby ratified and confirmed.



     9. Miscellaneous.



     (a) Representations and Warranties. Each of the parties hereto hereby represents and
warrants to the other parties hereto that this Waiver Agreement has been duly executed by the party
hereto or by its representatives, thereunto duly authorized and this Waiver Agreement is
enforceable in accordance with its terms except as such enforceability is limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally
or general equitable principles. The undersigned Subordinated Noteholders hereby represent and
warrant to the Company that by virtue of their aggregate holdings of Subordinated Notes they
constitute Required Holders whose consent is required in order to consummate the transactions
contemplated hereby.



     (b) Successors and Assigns. This Agreement shall be binding on and shall inure to the
benefit of the Company and the Subordinated Noteholders and their respective successors and
assigns; provided that the Company may not assign its rights hereunder without the prior written
consent of the Company and the Required Holders. There shall be no third party beneficiaries of
any of the terms and provisions of this Agreement.



     (c) Entire Agreement. This Agreement, including all documents attached hereto,
incorporated by reference herein or delivered in connection herewith, constitutes the entire
agreement of the parties with respect to the subject matter hereof and supersedes all other
understandings, oral or written, with respect to the subject matter
hereof.



     (d) Severability. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.



     (e) Counterparts.
This Agreement may be executed in any number of counterparts
and by the different parties on separate counterparts, and each such counterpart shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Agreement.



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     IN WITNESS WHEREOF, this Waiver Agreement has been duly executed and delivered as of the day
and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	CANARGO ENERGY CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Dr David Robson 	 	 
	 

	 	 	 	Name:
	 	Dr David Robson	 	 
	 

	 	 	 	Title:
	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 






SUBORDINATED NOTEHOLDERS:




PENRITH LTD




	 	 	 	 	 
	By:
	 	/s/ Yvonne Koenig 	 	 
	 

	 		 	 
	Name:

	 	Yvonne Koenig	 	 
	Title:
	 	 	 	 
	 
	 
	/s/ Thomas Gipson 	 	 
	Thomas L. Gipson	 	 
	 
	 
	/s/ Robert Gipson 	 	 
	Robert Gipson	 	 






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