Exhibit 10.9


 


Addendum # 1


to the Joint
Operating Agreement dated February 14, 2002


 


	
  Almaty

  	
   

  	
  August 20,
  2002

  



 


This Addendum is executed
between:


 


“Transmeridian Exploration,
Inc.” (BVI), incorporated pursuant to the laws of British Virgin Islands and
located at: 397 North Sam Houston Pkwy, Suite #300, Houston, Texas, 77060,
hereinafter called “TME” in the person of Lorrie Olivier, the President, acting
on the basis of the Charter, and


 


Kazstroiproject Ltd.,
incorporated pursuant to the laws of the Republic of Kazakhstan, located at: 68
Abai Ave. Office 74, Almaty, Kazakhstan, 
hereinafter called “Kazstroiproject” in the person of A.Donov, the
Director, acting on the basis of the Charter.


 


Parties hereby agreed to enter
the following amendments in the Shareholders’ Joint Operating Agreement dated
February 14, 2002 (hereinafter “Operating Agreement”):


 


Article 1. Terms and definitions used herein


 


Unless otherwise directly
stipulated by this Agreement, capitalized terms and definitions used herein
shall have the meanings implied in the Operating Agreement.


 


2. Subject of the Agreement


 


2.1. In subclause 3.23(F) of
Operating Agreement, the first sentence shall be set forth in the following
manner:


 


“Any payment, transaction,
issue of guarantees and bills,  acquisition
or sale of any assets of the Company shall be effected with at least two
signatures available – those of the Chairman of Company Management (Chief
Executive Officer) and signature of either Deputy Financial Executive Officer
or the Chairman of the Board of Directors, or 
their substitutes, moreover, one of them must be representative of
“Kazstroiproject” Ltd., the other – TME representative. The said order must be
reflected in the Charter of the Company. Violation of the said provision shall
make any transaction or deal invalid. Responsibility for the actions of an
officer who violates the order specified in this Clause shall be taken by the
Party represented by such officer or which proposed to appoint such officer as
the Chairman of Company Management, Deputy Financial Executive Officer or the
Chairman of the Board of Directors, and the Company is entitled to claim
damages for losses caused by such actions of the Chairman of Company
Management, Deputy Financial Executive Officer or the Chairman of the Board of
Directors or their substitutes”.


 

















 


2.2. In clause 11.3 the second
sentence shall be in the following form:


 


“Withdrawal of funds from such
accounts or investments, shall be effected by the persons approved by the Board
of Directors, Chairman of Company Management and pursuant to provisions of
clause 3.23 (F) of this Agreement.


 


3. Additional Terms


 


3.1. This Agreement is an
attachment to the Operating Agreement and is its essential part. The
regulations of the Operating Agreement shall not be considered and/or construed
without consideration of the contents of this Agreement.


 


3.2. The Agreement is executed
in Russian and English, in two copies, both having equal legal force. In the
event of contradictions and discrepancies, the Russian version shall have the
prevailing force.


 


3.3. This Agreement shall
become effective upon its signing.


 


 


	
   

  	
  4. SIGNATURES OF THE PARTIES:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Transmeridian Exploration Inc. BVI:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lorrie Olivier

  	
   

  
	
   

  	
   

  	
  Lorrie
  Olivier

  	
   

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Kazstroiproject” Ltd. :

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Alexander Donov

  	
   

  
	
   

  	
   

  	
  Alexander
  Donov

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  
						



 

















 


Supplement Agreement
#2


 to the Joint Operation Agreement of
Shareholders between TRANSMERIDIAN EXPLORATION Inc. (BVI) and “KAZSTROIPROECT”
Ltd.


dated February 14,
2002.


 


	
  Almaty

  	
   

  	
  November 4,
  2002

  



 


This Supplementary Agreement #2
(hereinafter – Agreement) has been signed between “TRANSMERIDIAN EXPLORATION
Inc.” (BVI), the company established in accordance with the laws of British
Virgin Islands and having the registered office at the following address: 11811
North Freeway, Suite 500, Houston, Texas, USA (hereinafter – “TME”),
Pancontinental Inc., (hereinafter – “the Seller”), the company established in
accordance with the legislation of the state of Belize and having registered
office at the following address: 4 Eve Street, Belize City, Central America,
and Bramex Management Inc., (hereinafter – “the Purchaser”), duly incorporated
in accordance with a registered office located at the following address: Sea
Meadow House, Blackburn Highway, P.O.B. 116 Road Town Tortola, British Virgin
Islands (jointly named as “Parties”),


 


and it shall be considered as a
supplement to the Joint Operation Agreement of Shareholders dated February 14,
2002.


 


Terms and definitions used in
this Agreement:


 


“Joint Operation Agreement” –
Joint Operation Agreement of Shareholders, concluded between TRANSMERIDIAN
EXPLORATION Inc.” and “Kazstroiproekt Ltd.” that determines an order of
activity of Subsidiary Open Joint Stock Company “ Caspi Neft TME”, dated
February 14,2002;


 


“General Loan Agreement” – Bank
Loan Contract No. 2-0402-2 between Open Joint Stock Company “Bank TuranAlem”,
Subsidiary Open Joint Stock Company “Caspi Neft TME”, “Transmeridian
Exploration Inc. (BVI)” and “Kazstroiproekt Ltd.” dated February 4, 2002.


 


“Shares Sale and Purchase
Agreement #2” – Agreement between the Seller and Purchaser on sale of 9550
(nine thousand five hundred and fifty) registered common shares of SOJSC “Caspi
Neft TME”, NIN KZ1C41630418, par value 1,000 (one thousand) Tenge, issued in
non-paper form.


 


“Shares” (as defined in Joint
Operation Agreement) – the shares of the Company’s (“Caspi Neft TME”) capital,
at the present moment including Class A Shares.


 


“Shares2” (as defined in
General Loan Agreement) – 9,550 (nine thousand and five hundred fifty) common
registered shares of the Borrower (“Caspi Neft TME”), par value 1,000 Tenge
(one thousand) with National Identification Number KZ1C41630418, in the
non-paper and those are a subject to sale and purchase under the Shares Sale
and Purchase Agreement #2.


 

















 


All other terms and
definitions, if any, shall be interpreted as defined in Joint Operation
Agreement.


 


Whereas the Seller has
transferred the Shares 2 to the company Purchaser, on the basis of the Shares
Sale and Purchase Agreement #2;


 


Whereas Article 12.1 of the
Joint Operation Agreement states, that after execution of all formalities
required for transfer of the Shares by the Joint Operation Agreement, “the
recipient (of Shares) shall... take the place of Shareholder in lieu of assignor
concerning to the transferred Shares and enjoy all rights and authorities and
bear all obligations and responsibilities concerning to the Shares, transferred
by the Assignor on the conditions of the (Joint Operation Agreement), the
Assignor puts an end to being a Shareholder in concern to the Shares and has no
further rights, authorities, obligations and responsibilities on condition of
(Joint Operation Agreement) concerning to the Shares”;


 


The Parties agree as follows:


 


1.               All
Seller’s rights and authorities as well as obligations and responsibilities
under the Joint Operation Agreement shall be transferred to the Purchaser after
execution of all procedures and formalities required by the Joint Operation
Agreement, Shares Sale and Purchase Agreement1, General Loan Agreement and
other agreements concerning to the Shares or Shares2, if any, Charter of SOJSC
“Caspi Neft TME” and requirements of the legislation of the Republic of
Kazakhstan.


 


2.               The
Purchaser, on completion of all formalities mentioned in paragraph 1, replace
the Seller as Shareholder for the purposes of Joint Operation Agreement and,
subsequently enjoy all rights and authorities and bear all obligations and
responsibilities as a party of the Joint Operation Agreement and a Shareholder.


 


3.               In
case the Purchaser fails to fulfill its obligations and responsibilities under
Joint Operation Agreement, it becomes a subject to application of all
provisions of Joint Operation Agreement related to default of agreement’s
obligations.


 


In witness
thereof this Additional Agreement has been signed and executed in 4th
day of November 2002 in Almaty.


 


	
   

  	
   

  	
  SIGNATURES OF THE PARTIES:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On behalf of  “Transmeridian Exploration Inc”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Lorrie Olivier

  	
   

  	
   

  
	
   

  	
   

  	
  Lorrie
  Olivier

  	
   

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  On behalf of the Seller

  	
  On behalf of the Purchaser

  
	
   

  	
  By: 

  	
  /s/ K. Bektanov

  	
   

  	
  By: 

  	
  /s/ K. Sadykov

  	
   

  
	
   

  	
   

  	
  K. Bektanov

  	
  K. Sadykov

  
	
   

  	
   

  	
  Director

  	
   

  
									



 

















 


Supplementary
Agreement # 3


to the Joint
Operation Agreement of Shareholders between TRANSMERIDIAN EXPLORATION Inc. and
“KAZSTROIPROECT”


 dated February 14, 2002.


 


This Supplementary Agreement
(hereinafter – Agreement) has been signed between “TRANSMERIDIAN EXPLORATION
Inc.” (BVI), the company established in accordance with the laws of British
Virgin Islands and having the registered office at the following address: 11811
North Freeway, Suite 500, Houston, Texas, USA (hereinafter – “TME”),


Limited Liability Partnership
“Kazstroiproekt” (hereinafter – “KSP”), the company established in accordance
with the legislation of the Republic of Kazakhstan and having the registered
office at the following address: Suite 74, 68 Abai Avenue, Almaty, Republic of
Kazakhstan, and


PANCONTINENTAL Inc., duly incorporated
in Belize, (hereinafter – PANCONTINENTAL Inc.), jointly named as “Parties”, and
it shall be considered as a supplement to the Joint Operation Agreement of
Shareholders dated February 14, 2002.


 


Terms and definitions used in
this Agreement:


 


“Joint Operation Agreement” –
Joint Operation Agreement of Shareholders, concluded between TRANSMERIDIAN
EXPLORATION Inc.” and “Kazstroiproekt Ltd.” that determines an order of
activity of Subsidiary Open Joint Stock Company “ Caspi Neft TME”, dated
February 14,2002;


 


“General Loan Agreement” – Bank
Loan Contract No. 2-0402-2 between Open Joint Stock Company “Bank TuranAlem”,
Subsidiary Open Joint Stock Company “Caspi Neft TME”, “Transmeridian
Exploration Inc. (BVI)” and “Kazstroiproekt Ltd.” dated February 4, 2002.


 


“Shares Sale and Purchase
Agreement1” – Agreement between Kazstroiproekt Ltd. and PANCONTINENTAL Inc. on
sale of 9550 (nine thousand five hundred and fifty) registered common shares of
SOJSC “Caspi Neft TME”, NIN KZ1C41630418, par value 1,000 (one thousand) Tenge,
issued in non-paper form dated April 2, 2002.


 


“Shares” (as defined in Joint
Operation Agreement) – the shares of the Company’s (“Caspi Neft TME”) capital,
at the present moment including Class A Shares.


 


“Shares2” (as defined in
General Loan Agreement) – 9,550 (nine thousand and five hundred fifty) common
registered shares of the Borrower (“Caspi Neft TME”), par value 1,000 Tenge
(one thousand) with National Identification Number KZ1C41630418, in the
non-paper form, owned by the Buyer (“Kazstroiproekt Ltd.”).


 


All other terms and
definitions, if any, shall be interpreted as defined in Joint Operation
Agreement.


 


Whereas KSP has transferred the
Shares 2 to the company PANCONTINENTAL Inc., on the basis of the Shares Sale
and Purchase Agreement1;


 

















 


Whereas Article 12.1 of the
Joint Operation Agreement states, that after execution of all formalities
required for transfer of the Shares by the Joint Operation Agreement, “the
recipient (of Shares) shall... take the place of Shareholder in lieu of assignor
concerning to the transferred Shares and enjoy all rights and authorities and
bear all obligations and responsibilities concerning to the Shares, transferred
by the Assignor on the conditions of the (Joint Operation Agreement), the
Assignor puts an end to being a Shareholder in concern to the Shares and has no
further rights, authorities, obligations and responsibilities on condition of
(Joint Operation Agreement) concerning to the Shares”;


 


The Parties agree as follows:


 


4.               All
KSP’s rights and authorities as well as obligations and responsibilities under
the Joint Operation Agreement shall be transferred to PANCONTINENTAL Inc. after
execution of all procedures and formalities required by the Joint Operation
Agreement, Shares Sale and Purchase Agreement1, General Loan Agreement and
other agreements concerning to the Shares or Shares2, if any, Charter of SOJSC
“Caspi Neft TME” and requirements of the legislation of the Republic of
Kazakhstan.


 


5.               PANCONTINENTAL,
on completion of all formalities mentioned in paragraph 1, replace KSP as
Shareholder for the purposes of Joint Operation Agreement and, subsequently
enjoy all rights and authorities and bear all obligations and responsibilities
as a party of the Joint Operation Agreement and a Shareholder.


 


6.               In
case PANCONTINENTAL fails to fulfill its obligations and responsibilities under
Joint Operation Agreement, it becomes a subject to application of all
provisions of Joint Operation Agreement related to default of agreement’s
obligations.


 


In witness
thereof this Additional Agreement has been signed and executed in 31st
day of October 2002 in Almaty.


 


	
   

  	
  SIGNATURES OF THE PARTIES:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  On behalf of  “Transmeridian Exploration Inc.”

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
  October 31, 2002

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lorrie Olivier

  	
   

  	
   

  
	
   

  	
  Lorrie Olivier

  	
   

  
	
   

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  On behalf of “Kazstroiproekt” LLP

  	
  On behalf of PANCONTINENTAL Inc.

  
	
   

  	
  Date:
  October 31, 2002

  	
   Date: October 31, 2002

  
	
   

  	
  By: 

  	
  /s/ A. Abildayev

  	
   

  	
  By: 

  	
  /s/ K. Bektanov

  	
   

  
	
   

  	
   

  	
  A. Abildayev

  	
  K. Bektanov

  
	
   

  	
   

  	
  Director

  	
  Director

  
									



 

















 


Supplementary
Agreement # 4


to
the Shareholders’ Joint Operating Agreement dated February 14, 2002


 


	
   

  	
  August 19, 2003

  



 


This Supplementary Agreement
No.4 has been executed between the Parties of the Shareholders’ Joint Operating
Agreement dated February 14, 2002,


 


BRAMEX MANAGEMENT INC., the
company properly established and registered in accordance with legislation of
the British Virgin Islands, having the registered office at the following
address: Sea Meadow House, Blackburn Highway, Road Town, Tortola, British
Virgin Islands, and


 


TRANSMERIDIAN EXPLORATION INC.,
the company properly established and registered in accordance with legislation
of the British Virgin Islands, having the registered office at the following
address: 397 North Sam Houston Parkway E., Suite 300, Houston, Texas 77060,
(hereinafter – “the Parties”).


 


WHEREAS, BRAMEX MANAGEMENT INC.
has purchased 9550 (nine thousands five hundred and fifty) common stock shares
of SOJSC “Caspi Neft TME” (hereinafter – “the COMPANY) NIN KZIC41630418 per
nominal value 1,000.00 (one thousand) KZ Tenge (hereinafter – “the Shares”) in
accordance with the Shares Sale and Purchase Agreement between Pancontinental
Inc. and Bramex Management Inc. dated November 4, 2002;


 


WHEREAS, it is understood, that
having purchased the mentioned above Shares Bramex Management Inc. has assumed
all rights and obligations of Shareholder of SOJSC “Caspi Neft TME” as it is
discussed in Supplementary Agreement No.2 of November 4, 2002 to the Joint
Operation Agreement of Shareholders between 
TRANSMERIDIAN EXPLORATION Inc. and “KAZSTROIPROECT” dated February 14,
2002;


 


WHEREAS, BRAMEX MANAGEMENT
INC., acting as a Shareholder of the COMPANY, made a Positive decision to keep
the Right of ownership for the Shares, that possibility was discussed in item
4.3 of the Shares Sale and Purchase Agreement dated November 30, 2001, as well
as by item 5.1 of the General Loan Agreement (Bank Loan Contract) No. 2-0404-2
dated February 4, 2002 (hereinafter – “General Loan Agreement”);


 


The parties executed this
Supplementary Agreement as follows:


 


1.               For
the purpose of performance of arrangements due to be performed in case of
making of the Positive Decision as it is discussed in item 4.3 of the Shares
Sale and Purchase Agreement dated November 30, 2001, as well as by item 5.1 of
the General Loan Agreement, BRAMEX MANAGEMENT INC., acting as a Shareholder and
a Party as per Shareholders’ Joint Operating Agreement dated February 14, 2002;
and as the Buyer as per General Loan Agreement; and as a Buyer as per Shares
Sale-Purchase Agreement dated November 30, 2001; undertakes:


 

















 


to provide the
COMPANY with a long-term loan for the amount of 15,000,000.00 (fifteen
millions) US Dollars (hereinafter – “the Loan”). All the terms of granting and
repayment of this Loan are a subject to the Loan Agreement between BRAMEX
MANAGEMENT INC. and SOJSC “Caspi Neft TME” dated November 10, 2003.


 


2.               However,
the Parties hereby agree that the Loan shall be paid from the dividends or
funds from SOJSC “Caspi Neft TME” due Bramex Management Inc., and Transmeridian
Exploration Inc. shall not be directly or indirectly responsible for payment of
any principle, interest or fees related to the Loan. Transmeridian Exploration
Inc. shall be fully indemnified from any and all claims related to repayment of
the Loan amount, including any and all penalties and sanctions caused by the
failure to repay the Loan properly.


 


3.               This
Supplementary Agreement No.4 shall be considered as an integral part of
Shareholders’ Joint Operating Agreement of SOJSC “Caspi Neft TME” dated
February 14, 2002.


 


4.               On
making of the reference to any contracts, agreements or documents in the course
of the text of this Supplementary Agreement, all amendments and modifications
to these contracts, agreements or documents those have come into force up to
the date of signing of this Supplementary Agreement, shall be taken into
consideration, until otherwise is directly provided by the texts of these
contracts, agreements and documents or amendments and modifications.


 


In witness
hereof, the Parties sign this Supplementary Agreement today, at 19th
day of August, 2003.


 


On behalf of
TRANSMERIDIAN EXPLORATION INC., Lorrie Olivier, the President and Chief
Executive Officer.


 


On behalf of
BRAMEX MANAGEMENT INC., Sadykov K. on the basis of PA issued on October 22,
2002.


 


	
   

  	
  SIGNATURES OF THE PARTIES:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  On behalf of

  	
  On behalf of BRAMEX

  
	
   

  	
  TRANSMERIDIAN EXPLORATION INC.

  	
  MANAGEMENT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lorrie Olivier

  	
   

  	
  By: 

  	
  /s/ K. Sadykov

  	
   

  
	
   

  	
   

  	
  Lorrie
  Olivier

  	
  K. Sadykov

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  	
  Director

  
							



 

















 


Supplementary
Agreement No.5


to the Shareholders’
Joint Operating Agreement dated February 14, 2002


 


	
   

  	
  February 1,
  2004

  



 


This Supplementary Agreement
No.5 has been executed between the Parties of the Shareholders’ Joint Operating
Agreement dated February 14, 2002,


 


BRAMEX MANAGEMENT INC., the
company properly established and registered in accordance with legislation of
the British Virgin Islands, having the registered office at the following
address: Sea Meadow House, Blackburn Highway, Road Town, Tortola, British
Virgin Islands, and


 


TRANSMERIDIAN EXPLORATION INC.,
the company properly established and registered in accordance with legislation
of the British Virgin Islands, having the registered office at the following
address: 397 North Sam Houston Parkway E., Suite 300, Houston, Texas 77060,
(hereinafter – “the Parties”).


 


WHEREAS, TRANSMERIDIAN
EXPLORATION INC., acting as a Shareholder of the COMPANY “CASPI NEFT TME”, as a
Seller in the Shares Sale and Purchase Agreement dated November 30, 2001, as
well as the Seller in the General Loan Agreement (Bank Loan Contract) No.
2-0402-2 dated February 4, 2002 (hereinafter – “General Loan Agreement”);


 


1.               For
the purpose of performance of arrangements due to be performed by the paragraph
5.1.1.b) of the General Loan Agreement as amended by Addendum No. 4, dated
February 1, 2004, TRANSMERIDIAN EXPLORATION INC. undertakes to provide the
COMPANY “CASPI NEFT TME” with a long-term loan for the amount of 2,233,000.00
(two million two hundred and thirty-three thousand) US Dollars plus the
Interest accrued on the date of repayment of the principal amount (hereinafter
– “the Loan”). All the terms of granting and repayment of this Loan are a
subject to the Loan Agreement between TRANSMERIDIAN EXPLORATION INC. and SOJSC
“Caspi Neft TME”.


 


2.               However,
the Parties hereby agree that the Loan shall be paid from the dividends or
funds of SOJSC “Caspi Neft TME” due to Transmeridian Exploration Inc., and
Bramex Management Inc. shall not be directly or indirectly responsible for
payment of any principle amounts, interest or fees related to the Loan. Bramex
Management Inc. shall be fully indemnified from any and all claims related to
repayment of the Loan amount, including any and all penalties and sanctions
caused by the failure to repay the Loan.


 


3.               This
Supplementary Agreement No.5 shall be considered as an integral part of
Shareholders’ Joint Operating Agreement of SOJSC “Caspi Neft TME” dated
February 14, 2002.


 


4.               When
making reference to any contracts, agreements or documents in the course of the
text of this Supplementary Agreement, all amendments and modifications to these
contracts, agreements or documents, which have come into force up to the date
of signing


 

















 


of this Supplementary
Agreement, shall be taken into consideration, until otherwise is directly
provided by the texts of these contracts, agreements and documents or
amendments and modifications to them


 


 In witness hereof, the Parties sign this
Supplementary Agreement today, at 1st day of February, 2004.


 


	
   

  	
  SIGNATURES OF THE PARTIES:

  
	
   

  	
   

  	
   

  
	
   

  	
  On behalf of TRANSMERIDIAN EXPLORATION INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lorrie Olivier

  	
   

  
	
   

  	
   

  	
  Lorrie
  Olivier

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  On behalf of BRAMEX MANAGEMENT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ K. Sadykov

  	
   

  
	
   

  	
   

  	
  K. Sadykov