0001144204-13-002586.txt : 20130116 0001144204-13-002586.hdr.sgml : 20130116 20130116123911 ACCESSION NUMBER: 0001144204-13-002586 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130116 DATE AS OF CHANGE: 20130116 GROUP MEMBERS: GLENCORE AG GROUP MEMBERS: GLENCORE INTERNATIONAL AG GROUP MEMBERS: GLENCORE INTERNATIONAL PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000061398 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 060842255 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40456 FILM NUMBER: 13532023 BUSINESS ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: (720) 484-2400 MAIL ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN PETROLEUM CORP PANAMA DATE OF NAME CHANGE: 19671130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sopak AG CENTRAL INDEX KEY: 0001559258 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BAARERMATTSTRASSE 3 CITY: BAAR STATE: V8 ZIP: CH-6341 BUSINESS PHONE: 01141417092000 MAIL ADDRESS: STREET 1: BAARERMATTSTRASSE 3 CITY: BAAR STATE: V8 ZIP: CH-6341 SC 13D/A 1 v332161_sc13da.htm SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Magellan Petroleum Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

559091307

(CUSIP Number)

Ann Ormsby

Sopak AG

50 Berkeley Street

London W1J 8HD

United Kingdom

+44 207 412 3235

With copies to:

Matias Vega, Esq.

Curtis, Mallet-Prevost, Colt & Mosle LLP

101 Park Avenue

New York, NY 10178

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 14, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 559091307

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Glencore International plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZEN OR PLACE OF ORGANIZATION Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO; HC

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CUSIP No. 559091307

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Glencore International AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZEN OR PLACE OF ORGANIZATION Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO; HC

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CUSIP No. 559091307

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Glencore AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZEN OR PLACE OF ORGANIZATION Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO

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CUSIP No. 559091307

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Sopak AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZEN OR PLACE OF ORGANIZATION Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO

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Explanatory Note:

The following constitutes Amendment No. 1 to the joint filing on Schedule 13D by Glencore International plc (“Glencore plc”), Glencore International AG (“Glencore International”), Glencore AG and Sopak AG (collectively, the “Reporting Persons”) originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2012 (the “Schedule 13D”). This Amendment No. 1 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons obtained beneficial ownership of the Pledged Shares following the occurrence of the events and actions described in Item 3. On January 14, 2013, in a private transaction, Sopak AG entered into a Collateral Purchase Agreement with the Issuer whereby Sopak AG sold, assigned, transferred and delivered to the Issuer all of Sopak AG’s right, title and interest in and to the Pledged Shares (including the Warrant) and the Registration Rights Agreement for a total purchase price of $10,000,000. On January 15, 2013, the parties amended the Collateral Purchase Agreement to modify Sopak AG’s indemnification obligations thereunder. The proceeds of sale will be applied in accordance with the Pledge Agreement, including for the account of Yamalco to reduce the amount owed to Sopak AG under the Loan Agreement. The foregoing description of the Collateral Purchase Agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed with this Schedule 13D as Exhibits 15 and 16 and is incorporated herein by reference.

Subject to the foregoing, none of the Reporting Persons, nor, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons has any present plan or proposal which relates to or would result in any of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) None of the Reporting Persons may be deemed to beneficially own, directly or indirectly, any shares of Common Stock.

(b) None of the Reporting Persons may be deemed to share the power to vote or to direct the vote and dispose or direct the disposition of any shares of Common Stock.

(c) Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons, has beneficial ownership of, or has engaged in any transaction during the past 60 days, in any shares of Common Stock.

(d) None.

(e) On January 14, 2013, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s outstanding shares of Common Stock.

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Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and restated as follows:

Except as set forth in Items 3 and 4 of this Schedule 13D, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7 Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit No.		Description
1		Joint Filing Agreement, dated as of January 15, 2013, between Glencore International plc, Glencore International AG, Glencore AG and Sopak AG relating to the filing of a joint statement on Schedule 13D.

15		Collateral Purchase Agreement, dated as of January 14, 2013, between Sopak AG and Magellan Petroleum Corporation.

16		Amendment to Collateral Purchase Agreement, dated as of January 15, 2013, between Sopak AG and Magellan Petroleum Corporation.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 15, 2013

	Glencore AG
	By:	/s/ Andreas Hubmann
	Name:	Andreas Hubmann
	Title:	Director

	By:	/s/ Stefan Peter
	Name:	Stefan Peter
	Title:	Officer
	Glencore International AG
	By:	/s/ Andreas Hubmann
	Name:	Andreas Hubmann
	Title:	Director

	By:	/s/ Gerda Schwindt
	Name:	Gerda Schwindt
	Title:	Officer
	Glencore International plc
	By:	/s/ Steven Kalmin
	Name:	Steven Kalmin
	Title:	Director

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	Sopak AG
	By:	/s/ Andreas Hubmann
	Name:	Andreas Hubmann
	Title:	Chairman

	By:	/s/ Stefan Peter
	Name:	Stefan Peter
	Title:	Member

EX-1 2 v332161_ex1.htm EX-1

Page 1 of 2

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that this statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: January 15, 2013

	Glencore AG
	By:	/s/ Andreas Hubmann
	Name:	Andreas Hubmann
	Title:	Director

	By:	/s/ Stefan Peter
	Name:	Stefan Peter
	Title:	Officer
	Glencore International AG
	By:	/s/ Andreas Hubmann
	Name:	Andreas Hubmann
	Title:	Director

	By:	/s/ Gerda Schwindt
	Name:	Gerda Schwindt
	Title:	Officer
	Glencore International plc
	By:	/s/ Steven Kalmin
	Name:	Steven Kalmin
	Title:	Director

Page 2 of 2

	Sopak AG
	By:	/s/ Andreas Hubmann
	Name:	Andreas Hubmann
	Title:	Chairman

	By:	/s/ Stefan Peter
	Name:	Stefan Peter
	Title:	Member

EX-15 3 v332161_ex15.htm EX-15

Exhibit 15

COLLATERAL PURCHASE AGREEMENT

This COLLATERAL PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 14, 2013 by and between Sopak AG, a Swiss corporation (the “Seller”), and Magellan Petroleum Corporation, a Delaware corporation (the “Buyer”).

PREAMBLE

WHEREAS, pursuant to a Loan Facility Agreement, dated July 7, 2009 and amended on December 18, 2009, August 31, 2010 and June 28, 2012 (as amended, the “Loan Agreement”) between the Seller and Yamalco Investments Limited, a Cyprus company (“Yamalco”), the Seller agreed to provide Yamalco with a loan in the principal amount of $15 million (the “Loan”).

WHEREAS, to secure Yamalco’s obligations under the Loan Agreement, Young Energy Prize S.A., a Luxembourg corporation which is a wholly-owned subsidiary of Yamalco (“YEP”), entered into a Pledge and Security Agreement with the Seller, dated as of July 7, 2009 and amended as of July 8, 2009 and March 11, 2010 (as amended, the “Pledge Agreement”), pursuant to which YEP pledged to the Seller collateral (the “Collateral”) including: (i) 9,264,637 shares of the Buyer’s common stock, par value $0.01 per share (the “Common Stock”), (ii) a warrant granting YEP the right to purchase an additional 4,347,826 shares of Common Stock ((i) and (ii) together, the “Pledged Securities”), and (iii) a Registration Rights Agreement, dated as of June 29, 2009 and amended as of October 14, 2009 and June 23, 2010 (as amended, the “Registration Rights Agreement”), between the Buyer, YEP and ECP Fund, SICAV-FIS, a Luxembourg corporation which is a subsidiary of Yamalco. The Collateral is further described in Schedule 1.

WHEREAS, by separate letters dated September 21, 2012 (such letters, together with the Loan Agreement and the Pledge Agreement, the “Original Transaction Documents”) the Seller advised each of the Buyer, Yamalco and YEP that an event of default under the Pledge Agreement had occurred and was continuing.

WHEREAS, at Seller’s direction the Buyer has registered the Pledged Securities in the Seller’s name on the Buyer’s corporate books and records.

WHEREAS, the Seller wishes to sell, assign, transfer and deliver the Collateral to the Buyer, and the Buyer wishes to purchase the Collateral from the Seller, as record owner, upon the terms and conditions set forth in this Agreement.

In consideration of the foregoing, and intending to be legally bound hereby, the parties hereto (the “Parties”) agree as follows:

Article I
PURCHASE AND SALE

Section 1.1 Purchase and Sale of the Collateral

Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells, assigns, transfers and delivers all right, title and interest in and to the Collateral to the Buyer, and the Buyer hereby purchases the Collateral from the Seller, as record owner, for a total purchase price of Ten Million United States dollars ($10,000,000.00) (the “Purchase Price”).

Section 1.2 Payment

On the date hereof, the Buyer shall pay the Purchase Price to the Seller, by wire transfer of immediately available United States funds into the bank account of the Seller listed on Schedule 1.

Section 1.3 Delivery of Collateral

On the date hereof, (i) Buyer will pay the Purchase Price by wire transfer in immediately available funds to the account of Seller set forth on Schedule 1 and (ii) Seller will deliver the stock certificates and the executed stock power to the Buyer’s agent in London, such payment and delivery being deemed to occur simultaneously. The Parties acknowledge that the original warrant included in the Collateral is in the Buyer’s possession, and the Parties agree that upon payment of the Purchase Price such warrant will be cancelled by the Buyer, such cancellation to be effective simultaneously with the payment and delivery contemplated by the preceding sentence with no further action required by any party.

Article II
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer as follows:

Section 2.1 Organization and Authority

The Seller is a corporation duly organized, validly existing and in good standing under the laws of Switzerland. The Seller has (and at the relevant time had) full corporate power and authority to execute and deliver this Agreement and the Original Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Original Transaction Documents and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action. This Agreement and the Original Transaction Documents have been duly and validly executed and delivered by the Seller and constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their terms.

Section 2.2 Conflicts

None of the execution and delivery by the Seller of this Agreement or the Original Transaction Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of the Seller, (ii) any order applicable to the Seller or by which any of its properties or assets are bound or (iii) any applicable law governing the sale of the Collateral to the Buyer as provided herein.

Section 2.3 Ownership.

The Seller is the sole record owner of the Pledged Securities, and upon delivery of and payment for the Pledged Securities as herein provided, the Buyer will acquire good title thereto, free and clear of any lien, adverse claim or other encumbrance upon or against the Pledged Securities. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any Pledged Securities (other than this Agreement), nor is it party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any shares of Common Stock.

Section 2.4 No Other Representations and Warranties.

Except for the express representations and warranties contained in this Article II, neither Seller, nor any other person on Seller’s behalf, makes any other express or implied representation or warranty with respect to the Seller, the Collateral or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by the Seller or any of its affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article II, Seller hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or its affiliates or representatives (including any information that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its affiliates).

Section 2.5 Non-Reliance

The Seller acknowledges that it has not relied upon any representation or warranty made by the Buyer, or any other person on Buyer’s behalf, except as specifically provided in Article III of this Agreement.

Article III
REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Seller as follows:

Section 3.1 Organization and Authority

The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

Section 3.2 Conflicts

None of the execution and delivery by the Buyer of this Agreement, the consummation of the transactions contemplated hereby, or compliance by the Buyer with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of the Buyer, (ii) any order applicable to the Buyer or by which any of its properties or assets are bound or (iii) any applicable law.

Section 3.3 No Other Representations and Warranties

Except for the express representations and warranties contained in this Article III, neither Buyer, nor any other person on Buyer’s behalf, makes any other express or implied representation or warranty with respect to the Buyer, the Collateral or the transactions contemplated by this Agreement, and Buyer disclaims any other representations or warranties, whether made by the Buyer or any of its affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article III, Buyer hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Seller or its affiliates or representatives (including any information that may have been or may be provided to Seller by any director, officer, employee, agent, consultant, or representative of the Buyer or any of its affiliates).

Section 3.4 Non-Reliance

The Buyer acknowledges that it has not relied upon any representation or warranty made by the Seller, or any other person on Seller’s behalf, except as specifically provided in Article II of this Agreement.

Article IV
INDEMNIFICATION; LIMITATION OF LIABILITY

Section 4.1 Indemnification by the Seller

From and after the date hereof, the Seller shall save, defend, indemnify and hold harmless the Buyer and its affiliates, officers, directors, representatives, successors and assigns (the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities or claims (including, without limitation, reasonable fees and expenses of counsel) (hereinafter collectively, “Losses”), incurred, sustained or suffered by the Buyer Indemnified Parties to the extent arising out of, resulting from or related to any actual or alleged (i) inaccuracy in any representation or warranty made by the Seller contained in this Agreement, (ii) failure by the Seller to perform or breach by the Seller of any agreement contained in this Agreement or the Original Transaction Documents or (iii) breach by the Seller of any law applicable to (A) the sale of the Collateral as provided herein or (B) the rights and obligations of the Seller under the Original Transaction Documents.

Section 4.2 Indemnification by the Buyer

From and after the date hereof, the Buyer shall save, defend, indemnify and hold harmless the Seller and its affiliates, officers, directors, representatives, successors and assigns (the “Seller Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by the Seller Indemnified Parties to the extent arising out of, resulting from or related to any actual or alleged (i) inaccuracy in any representation or warranty made by the Buyer contained in this Agreement (ii) failure by the Buyer to perform or breach by the Buyer of any agreement contained in this Agreement, (iii) claim arising from the Seller’s exercise or non-exercise of voting rights in respect of the Pledged Securities at the Buyer’s annual shareholders meeting on January 16, 2013 or (iv) any claim or proceeding brought by any current or former officer, director or shareholder of the Buyer against the Seller arising from or relating to duties or obligations owed or alleged to be owed to such persons by the Buyer or its board of directors, excluding matters to the extent the Seller is obligated to indemnify the Buyer therefor pursuant to Section 4.1.

Section 4.3 Limitation of Liability

Notwithstanding Sections 4.1 and 4.2 above, neither Party shall be liable to the other Party for any consequential damages, special damages, punitive damages, exemplary damages, indirect damages or loss of profits arising out of a breach of this Agreement, it being understood that indemnification pursuant to Sections 4.1 and 4.2 for claims against a Party by a third party shall not be limited by this Section 4.3.

Article V
GENERAL PROVISIONS

Section 5.1 Fees and Expenses

All fees and expenses incurred in connection with or related to this Agreement and the transactions contemplated hereby (other than fees and expenses which are indemnifiable under Article IV) shall be paid by the Party incurring such fees or expenses, whether or not such transactions are consummated.

Section 5.2 Governing Law

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.3 Consent to Jurisdiction; Waiver of Jury Trial

EACH PARTY AGREES THAT ANY AND ALL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE COMMENCED AND PROSECUTED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN A STATE COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK. EACH PARTY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH FEDERAL OR STATE COURT IN THE STATE AND COUNTY OF NEW YORK IN RESPECT OF ANY SUCH PROCEEDING. EACH PARTY CONSENTS TO SERVICE OF PROCESS UPON IT WITH RESPECT TO ANY SUCH PROCEEDING BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND BY ANY OTHER MEANS PERMITTED BY APPLICABLE LAWS. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 5.4 Further Assurances

The parties hereto agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

Section 5.5 Counterparts

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Seller and the Buyer have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

		SOPAK AG

	By:	/s/ Ann Ormsby
		Name: Ann V. Ormsby
		Title: Authorized Signatory


		MAGELLAN PETROLEUM CORPORATION

	By:	/s/ Mark Brannum
		Name: Mark Brannum
		Title: Vice President, General Counsel & Secretary

SCHEDULE 1

COLLATERAL

9,264,637 shares of common stock, par value $0.01 per share, of Magellan Petroleum Corporation, represented by Certificate No. 114951 for 4,632,318 shares and Certificate No. 114952 for 4,632,319 shares.

Warrant dated as of September 2012 granting Sopak AG the right to purchase an additional 4,347,826 shares of common stock, par value $0.01 per share, of Magellan Petroleum Corporation.

A Registration Rights Agreement, dated as of June 29, 2009 and amended as of October 14, 2009 and June 23, 2010, between Magellan Petroleum Corporation, Young Energy Prize S.A. and ECP Fund, SICAV-FIS, a Luxembourg corporation which is a subsidiary of Yamalco Investments Limited.

SELLER’S ACCOUNT

XXXXX

EX-16 4 v332161_ex16.htm EX-16

Exhibit 16

AMENDMENT TO COLLATERAL PURCHASE AGREEMENT

This AMENDMENT TO COLLATERAL PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2013 by and between Sopak AG, a Swiss corporation (the “Seller”), and Magellan Petroleum Corporation, a Delaware corporation (the “Buyer”).

WHEREAS, Buyer and Seller wish to amend the Agreement to add the language provided below.

NOW THEREFORE, the Buyer and Seller agree that Section 4.1 of the Agreement is amended to read in full as follows:

From and after the date hereof, the Seller shall save, defend, indemnify and hold harmless the Buyer and its affiliates, officers, directors, representatives, successors and assigns (the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities or claims (including, without limitation, reasonable fees and expenses of counsel) (hereinafter collectively, “Losses”), incurred, sustained or suffered by the Buyer Indemnified Parties to the extent arising out of, resulting from or related to any actual or alleged (i) inaccuracy in any representation or warranty made by the Seller contained in this Agreement; (ii) failure by the Seller to perform or breach by the Seller of any agreement contained in this Agreement or the Original Transaction Documents; (iii) breach by the Seller of any law applicable to (A) the sale of the Collateral as provided herein or (B) the rights and obligations of the Seller under the Original Transaction Documents; (iv) the Buyer’s failure to withhold applicable United States taxes, if any (including but not limited to any penalties, interests or other amounts), from the payments made hereunder or the consummation of the transactions herein contemplated; or (v) the failure to file applicable United States tax forms, if any, relating to the matters described in clause (iv) above.

IN WITNESS WHEREOF, the Seller and the Buyer have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

		SOPAK AG

	By:	/s/ Ann Ormsby
		Name: Ann V. Ormsby
		Title: Authorised Signatory


		MAGELLAN PETROLEUM CORPORATION

	By:	/s/ Mark Brannum
		Name: Mark Brannum
		Title: Vice President, General Counsel & Secretary