EXHIBIT 4
AMENDING AGREEMENT TO SECURITIES PURCHASE AGREEMENT
AND DEBENTURES
THIS AGREEMENT made as of the day of September, 2004.
RECITALS:
(a) InterOil Corporation (the "COMPANY"), Portside Growth and
Opportunity Fund, Manchester Securities Corp. and Provident
Premier Master Fund, Ltd. (collectively, the "INITIAL
PURCHASERS") entered into a securities purchase agreement,
dated August 26, 2004 (the "SECURITIES PURCHASE AGREEMENT")
providing the purchase of Debentures and Warrants.
(b) The Company proposes to issue an additional US$10,000,000
principal amount of Debentures (together with Warrants) as
provided in the Securities Purchase Agreement, and to issue
and additional US$5,000,000 principal amount of Debentures
(together with Warrants), which is not provided for in the
Securities Purchase Agreement.
(c) It is necessary to amend the Securities Purchase Agreement to
evidence the additional purchasers and to amend to Securities
Purchase Agreement to permit up to an aggregate of
US$45,000,000 principal amount of Debentures (together with
Warrants) to be issued at the Initial Closing and the
Subsequent Closing.
(d) This Amending Agreement evidences the consent of the parties
to the Securities Purchase Agreement to the amendments and
modifications to the Securities Purchase Agreement as set
forth below, including the addition of those persons listed on
Schedule "A" hereto as parties to the Securities Purchase
Agreement (the "SUBSEQUENT PURCHASERS").
In consideration of the foregoing and the mutual agreements contained
herein (the receipt and adequacy of which are acknowledged), the Company, the
Initial Purchasers and each of the Subsequent Purchasers agree as follows:
SECTION 1 DEFINED TERMS
In this Amending Agreement and the recitals hereto, unless otherwise
expressly provided, all capitalized terms shall have the meanings given to them
in the Securities Purchase Agreement.
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SECTION 2 SUBSEQUENT PURCHASERS
(1) Each Subsequent Purchaser represents to the Initial Purchasers and the
Company that it is an existing shareholder of the Company and a
"non-U.S." Person (as defined under Rule 902 of Regulation S as
promulgated by the United States Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "1933 Act")) as
required by Section 1.1(b) of the Securities Purchase Agreement.
(2) Schedule "A" hereto shall be deemed to amend the Schedule of Purchasers
and the execution of this Amending Agreement shall satisfy the
obligation of the Company to deliver an amended Schedule of Purchasers
to the Initial Purchasers.
(3) The Company shall issue and sell to each Subsequent Purchaser and such
Subsequent Purchaser shall purchase from the Company on the Subsequent
Closing Date (i) the aggregate principal amount of Debentures set forth
opposite such Subsequent Purchaser's name on Schedule "A" and (ii)
Warrants to purchase that number of Common Shares set forth opposite
such Subsequent Purchaser's name on Schedule "A". The Company and the
Subsequent Purchasers acknowledge that all conditions precedent to the
Subsequent Closing have been fulfilled and that the Subsequent Closing
will occur on September 1, 2004 or such other date as is no more than
seven Trading Days following August 26, 2004.
(4) Each Subsequent Purchaser, by executing this Amending Agreement, (i)
confirms the accuracy of the representations and warranties as to it
set forth in the Securities Purchase Agreement, as amended hereby,
including, without limitation, the representations in Section 2.2(a) of
the Securities Purchase Agreement and (ii) agrees that it shall be
bound by all the terms and conditions set forth in the Securities
Purchase Agreement, as amended hereby.
SECTION 3 AMENDMENTS TO THE SECURITIES PURCHASE AGREEMENT
The Securities Purchase Agreement is amended, effective as of this
date, as follows:
(a) the references in Section 1.1(b) and Section 1.3(a)(ii) of the
Securities Purchase Agreement to "$10,000,000" are amended to
be "$15,000,000";
(b) the references to "60%" in Section 9.5(a) of the Securities
Purchase Agreement are amended to be "55%";
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(c) the parties to the Securities Purchase Agreement shall be the
Company, the Initial Purchasers and each of the Subsequent
Purchasers; and
(d) the address for notice of each of the Subsequent Purchasers
will be as set out in Schedule "A" hereto.
SECTION 4 REFERENCES
Any reference to the Securities Purchase Agreement in any Debenture or
Warrant or in the Registration Rights Agreement shall mean the Securities
Purchase Agreement as amended hereby.
SECTION 5 AMENDMENT TO THE DEBENTURES
The Initial Purchasers and the Company hereby agree that:
(a) the references to "4,000,000 Common Shares" in Section 3(f) of
the Debentures are amended to be "4,500,000 Common Shares";
and
(b) the references to "60%" in Section 3(e) of the Debentures are
amended to be "55%".
SECTION 6 FEES AND EXPENSES
The reasonable fees and expense of counsel to the Initial Purchasers
related to this Amending Agreement shall be reimbursed by the Company up to a
maximum of US$7,000.
SECTION 7 NO WAIVER
The parties hereby acknowledge and confirm that, except as specifically
amended by the provisions of this Amending Agreement, all of the terms and
conditions contained in the Securities Purchase Agreement are and shall remain
in full force and effect, unamended, in accordance with the provisions thereof.
SECTION 8 GOVERNING LAW.
THIS AMENDING AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT,
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ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE
ADDRESS FOR SUCH NOTICES TO IT UNDER THIS AMENDING AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. IF ANY PROVISION OF THIS
AMENDING AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF THE REMAINDER OF THIS AMENDING AGREEMENT IN THAT JURISDICTION OR THE VALIDITY
OR ENFORCEABILITY OF ANY PROVISION OF THIS AMENDING AGREEMENT IN ANY OTHER
JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.
SECTION 9 HEADINGS.
The headings of this Amending Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Amending Agreement.
SECTION 10 SEVERABILITY.
If any provision of this Amending Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Amending
Agreement in that jurisdiction or the validity or enforceability of any
provision of this Amending Agreement in any other jurisdiction.
SECTION 11 COUNTERPARTS
This Amending Agreement may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
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IN WITNESS WHEREOF the parties hereto have executed this Amending
Agreement on the date first referenced above.
INTEROIL CORPORATION
By:
------------------------------------
Authorized Signing Officer
PORTSIDE GROWTH AND OPPORTUNITY FUND
By:
------------------------------------
Authorized Signing Officer
MANCHESTER SECURITIES CORP.
By:
------------------------------------
Authorized Signing Officer
PROVIDENT PREMIER MASTER FUND, LTD.
By:
------------------------------------
Authorized Signing Officer
PURCHASER:
By:
------------------------------------
Authorized Signing Officer
SCHEDULE "A"
<Table>
<Caption>
PRINCIPAL
AMOUNT OF NUMBER OF
SUBSEQUENT PURCHASER DEBENTURES WARRANTS PURCHASE PRICE ADDRESS FOR NOTICE
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1. Middlemarch Partners Limited $375,000 2,995 $375,000 Brant Investments Limited
SL Level, Royal Bank Plaza
South Tower, 200 Bay Street
Toronto, ON M5J 2J5
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2. Middlemarch Partners Limited $375,000 2,995 $375,000 Haywood Securities Inc.
BCE Place, 181 Bay Street
Suite 2910, P.O. Box 808
Toronto, ON M5J 2T3
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3. TD Proprietary $500,000 3,993 $500,000 Investerco
77 Bloor Street West
3rd Floor
Toronto, ON M4Y 2T1
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4. Kings Road Investments Limited $2,950,000 23,561 $2,950,000 UBS Securities LLC
667 Washington Blvd.
9th Floor
Stamford, CT06901
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5. Waterfall Vanilla LP $330,000 2,635 $330,000 CIBC Wood Gundy
161 Bay Street, 5th Floor
Toronto, ON M9J 2S8
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<Table>
<Caption>
PRINCIPAL
AMOUNT OF NUMBER OF
SUBSEQUENT PURCHASER DEBENTURES WARRANTS PURCHASE PRICE ADDRESS FOR NOTICE
- -----------------------------------------------------------------------------------------------------------------------------------
6. Waterfall Tipping Point LP $70,000 559 $70,000 CIBC Wood Gundy
161 Bay Street, 5th Floor
Toronto, ON M9J 2S8
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7. AIG Global Investment Corp. $2,500,000 19,967 $2,500,000 AIG Global Investment Corp.
(Canada) (Canada)
C/O Royal Trust
Royal Trust Plaza
South Plaza, 2nd Floor
Toronto, ON M5J 2J6
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8. TD Asset Management Inc. $214,000 1,709 $214,000 CIBC Mellon GSS Company
Securities Level
Commerce Court West
Toronto, ON M5L 1G9
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9. TD Asset Management Inc. $214,000 1,709 $214,000 CIBC Mellon GSS Company
Securities Level
(a split of one purchase of Commerce Court West
$428,000) Toronto, ON M5L 1G9
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10. TD Asset Management Inc. $72,000 575 $72,000 TD Waterhouse
Securities Department
3rd Floor
77 Bloor Street West
Toronto, ON M5S 1M2
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11. Front Street Investment $1,000,000 7,978 $1,000,000 87 Front Street East
Management Suite 400
Toronto, ON M5E 1B8
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<Table>
<Caption>
PRINCIPAL
AMOUNT OF NUMBER OF
SUBSEQUENT PURCHASER DEBENTURES WARRANTS PURCHASE PRICE ADDRESS FOR NOTICE
- -----------------------------------------------------------------------------------------------------------------------------------
12. BTR Global Arbitrage Trading $4,000,000 31,948 $4,000,000 C/O Ogier Fiduciary Services
Limited (Cayman) Limited
P.O. Box 1234 GT
Queensgate House
South Church Street
George Town, Grand Cayman,
Cayman Islands
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13. Centrum Bank AG $2,400,000 19,168 $2,400,000 Centrum Bank AG
Postfach 1168
FL-9490 Vaduz
Liechenstein
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</Table>