SC 13D

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

September 21, 2012

(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).

Page 2 of 12 

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 (see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
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 13,612,463 (see Item 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 13,612,463 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,612,463 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (see Item 5)
14	TYPE OF REPORTING PERSON CO; HC

Page 3 of 12

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 (see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
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 13,612,463 (see Item 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 13,612,463 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,612,463 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (see Item 5)
14	TYPE OF REPORTING PERSON CO; HC

Page 4 of 12

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 (see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
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 13,612,463 (see Item 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 13,612,463 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,612,463 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (see Item 5)
14	TYPE OF REPORTING PERSON CO

Page 5 of 12 

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 (see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
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 13,612,463 (see Item 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 13,612,463 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,612,463 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (see Item 5)
14	TYPE OF REPORTING PERSON CO

Page 6 of 12

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Magellan Petroleum Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 1775 Sherman Street, Suite 1950, Denver, Colorado 80203.

Item 2. Identity and Background

This Schedule 13D is being filed by (a) Glencore International plc (“Glencore plc”), (b) Glencore International AG (“Glencore International”), (c) Glencore AG and (d) Sopak AG (collectively, the “Reporting Persons”). Glencore plc is a company organized under the laws of Jersey. Each of Glencore International, Glencore AG and Sopak AG is a company organized under the laws of Switzerland.

Glencore plc is a public company with its ordinary shares listed on the London Stock Exchange and on the Hong Kong Stock Exchange. Glencore plc is the parent company of Glencore International which, together with its subsidiaries, including Glencore AG and Sopak AG, is a leading integrated producer and marketer of commodities, with worldwide activities in the marketing of metals and minerals, energy products and agricultural products and the production, refinement, processing, storage and transport of these products. Each of the Reporting Persons other than Glencore plc is a direct or indirect wholly-owned subsidiary of Glencore plc. Glencore AG is a direct wholly-owned subsidiary of Glencore International. Sopak AG is a direct wholly-owned subsidiary of Glencore AG.

The address of the principal business and office of each of the Reporting Persons is Baarermattstrasse 3, CH-6341 Baar, Switzerland.

The name, citizenship, occupation and principal business address of each director and executive officer of the Reporting Persons are listed in Schedule 1 hereto (the “Schedule 1 Persons”), which Schedule 1 is incorporated herein by reference.

During the last five years, none of the Reporting Persons, or, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

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 Sopak AG and Yamalco Investments Limited, a Cyprus company (“Yamalco”), Sopak AG agreed to provide Yamalco with a loan in the principal amount of $15 million (the “Loan”). The source of funds for the Loan was Sopak AG’s working capital.

To secure Yamalco’s obligations under the Loan Agreement, Young Energy Prize S.A., a Luxembourg corporation of which Yamalco is a shareholder (“YEP”), entered into a Pledge and Security Agreement with Sopak AG, 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 collateral consisting of (i) 9,264,637 shares of the Issuer’s Common Stock (the “Issued Shares”), (ii) a warrant granting YEP the right to purchase an additional 4,347,826 shares of the Issuer’s Common Stock (the “Warrant”), 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 Issuer, YEP and ECP Fund, SICAV-FIS, a Luxembourg entity. The 13,612,463 shares of the Issuer’s Common Stock comprising the Issued Shares and the shares of Common Stock covered by the Warrant are referred to herein collectively as the “Pledged Shares.”

Page 7 of 12

The Pledge Agreement provides that upon the occurrence of an event of default under the Loan Agreement, Sopak AG may elect to (i) vote or direct the vote of the Issued Shares and dispose or direct the disposition of the Issued Shares, and (ii) exercise or direct the exercise of the Warrant. On September 21, 2012, Sopak AG delivered to Yamalco and YEP a letter (the “Notice Letter”) notifying each of them that an event of default had occurred under the Loan Agreement and demanding immediate payment of all amounts due thereunder. In addition, the Notice Letter indicated Sopak AG’s election to transfer the Issued Shares and Warrant to itself and exercise its rights to vote the Issued Shares.

The foregoing descriptions of the Loan Agreement, the Pledge Agreement, the Warrant, the Registration Rights Agreement and the Notice Letter do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, which are filed with or incorporated by reference into this Schedule 13D as Exhibits 2 through 14, respectively, and are incorporated herein by reference.

Item 4. Purpose of Transaction

The Reporting Persons obtained beneficial ownership of the Pledged Shares following the occurrence of the events and actions described in Item 3. The Reporting Persons intend to exercise their rights with respect to the Pledged Shares under the Pledge Agreement and under law in such a manner as will be most likely to secure full or partial repayment of the amounts due under the Loan Agreement. Such actions may include sale of the Pledged Shares (including the Warrant) in one or more public or private transactions as authorized by the Pledge Agreement. Any net proceeds received in such a sale would be applied to reduce or pay in full the amount owed to Sopak AG under the Loan Agreement, with any remaining proceeds being for the account of YEP.

In addition to the above, depending upon market conditions, the availability of funds, an evaluation of alternative investments, and such other factors as may be considered relevant, each of the Reporting Persons may purchase or sell shares of the Issuer’s Common Stock if deemed appropriate and if opportunities to do so are available, in each case, on such terms and at such times as such Reporting Person considers desirable. The Reporting Persons may talk or hold discussions with various parties, including, but not limited to, the Issuer’s management, its board of directors, other shareholders and third parties, for the purpose of developing and implementing strategies to maximize shareholder value, including strategies that may, in the future, result in the occurrence of one or more of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.

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

(a) Each of the Reporting Persons may be deemed to beneficially own, directly or indirectly, 13,612,463 shares of Common Stock, representing approximately 23.4% of the Issuer’s outstanding Common Stock. Of these shares, 4,347,826 are issuable upon the exercise of the Warrant. The shares of Common Stock reported as beneficially owned by the Reporting Persons are beneficially owned directly by Sopak AG. The beneficial ownership percentages set forth herein are based on (i) 53,835,594 shares of Common Stock outstanding as of September 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, plus (ii) 4,347,826 shares of Common Stock which are issuable upon exercise of the Warrant.

Page 8 of 12

(b) The Reporting Persons may be deemed to share the power to vote or to direct the vote and dispose or direct the disposition of 13,612,463 shares of Common Stock.

(c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons, has engaged in any transaction during the past 60 days, in any shares of Common Stock.

(d) None.

(e) Not applicable.

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

Except as set forth in Item 3 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

Exhibit No.	Description
1	Joint Filing Agreement, dated as of September 28, 2012, between Glencore International plc, Glencore International AG, Glencore AG and Sopak AG relating to the filing of a joint statement on Schedule 13D.
2	Loan Facility Agreement, dated as of July 7, 2009, between Sopak AG and Yamalco Investments Limited.
3	Amendment No. 1 to Loan Facility Agreement, dated as of December 18, 2009, between Sopak AG and Yamalco Investments Limited.
4	Amendment No. 2 to Loan Facility Agreement, dated as of August 31, 2010, between Sopak AG and Yamalco Investments Limited.
5	Amendment No. 3 to Loan Facility Agreement, dated as of June 28, 2012, between Sopak AG and Yamalco Investments Limited.
6	Pledge and Security Agreement, dated as of July 7, 2009, between Sopak AG and Young Energy Prize S.A.
7	Amendment No. 1 to Pledge and Security Agreement, dated as of July 8, 2009, between Sopak AG and Young Energy Prize S.A.
8	Amendment No. 2 to Pledge and Security Agreement, dated as of March 11, 2010, between Sopak AG and Young Energy Prize S.A.
9	Warrant Agreement between the Issuer and Young Energy Prize S.A., dated July 9, 2009 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on July 14, 2009 and incorporated herein by reference).

Page 9 of 12

10	Amended and Restated Warrant Agreement between the Issuer and Young Energy Prize S.A., dated March 11, 2010 (filed as Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q filed on May 14, 2010 and incorporated herein by reference).
11	Registration Rights Agreement between the Issuer and Young Energy Prize S.A., dated July 9, 2009 (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on July 14, 2009 and incorporated herein by reference).
12	First Amendment to Registration Rights Agreement among the Issuer, Young Energy Prize S.A., and YEP I, SICAV-FIS, dated as of October 14, 2009 (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on October 19, 2009 and incorporated herein by reference).
13	Second Amendment to Registration Rights Agreement among the Issuer, Young Energy Prize S.A., and ECP Fund, SICAV-FIS, dated June 23, 2010 (filed as Exhibit 10(xx) to the Issuer’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010 and incorporated herein by reference).
14	Notice Letter, dated as of September 21, 2012, from Sopak AG to Yamalco Investments Limited and Young Energy Prize S.A.

Page 10 of 12

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: September 28, 2012

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

Sopak AG
By:	/s/  Andreas Hubmann
Name:	Andreas Hubmann
Title:	Chairman
By:	/s/ Stefan Peter
Name:	Stefan Peter
Title:	Member

Page 11 of 12

SCHEDULE 1

Set forth below are the names, business addresses and present principal occupations of the directors and executive officers of Glencore International plc, Glencore International AG, Glencore AG and Sopak AG.  Each executive officer of each of Glencore International plc, Glencore International AG, Glencore AG and Sopak AG is also a director of such company.  Where no business address is given for a director, such director’s principal employer is Glencore International plc or one of its subsidiaries, and the business address is Baarermattstrasse 3, CH-6341, Baar, Switzerland.  To the best knowledge of the Reporting Persons, none of the persons listed below beneficially owns any shares of Common Stock.

Directors of Glencore International plc:

Name	Principal Occupation	Business address	Share Ownership
Simon Murray (Citizen of United Kingdom)	Chairman, General Enterprise Management Services Ltd.	GEMS General Enterprise Management Services Ltd. 3601 Cheung Kong Center 2 Queen's Road Central Hong Kong
Ivan Glasenberg (Citizen of Australia)	Chief Executive Officer
Steven Kalmin (Citizen of Australia)	Chief Financial Officer
Anthony Hayward (Citizen of United Kingdom)	Senior Independent Non-Executive Director.	Genel Energy 31 St. James’s Place London SW1A 1NR United Kingdom
Peter Coates (Citizen of Australia)	Chairman, Santos Ltd.	Santos Level 31, The Chifley Tower, 2 Chifley Square Sydney 2000 Australia
Leonhard Fischer (Citizen of Germany)	Chief Executive Officer, RHJ International S.A.	RHJ International Bahnhofstrasse 69a Zuerich 8001 Switzerland
William Macaulay (Citizen of USA)	Chairman and Chief Executive Officer, First Reserve Corporation.	First Reserve Corporation One Lafayette Place Greenwich, CT 06830 USA
Li Ning (Citizen of United Kingdom)	Executive Director, Henderson Land Development Co. Ltd. and Hong Kong Ferry (Holdings) Company Ltd.	Henderson Land Development Co. Ltd. & Hong Kong Ferry (Holdings) Co. Ltd. 71/F - 76/F, Two International Finance Center 8 Finance Street Central Hong Kong

Page 12 of 12

Directors of Glencore International AG:

Name	Principal Occupation	Business address	Share Ownership
Ivan Glasenberg (Citizen of Australia)	Chief Executive Officer
Steven Kalmin (Citizen of Australia)	Chief Financial Officer
Andreas P. Hubmann (Citizen of Switzerland)	Accountant

Directors of Glencore AG:

Name	Principal Occupation	Business address	Share Ownership
Ivan Glasenberg (Citizen of Australia)	Chief Executive Officer
Steven F. Kalmin (Citizen of Australia)	Chief Financial Officer
Andreas P. Hubmann (Citizen of Switzerland)	Accountant
Aristotelis Mistakidis (Citizen of the United Kingdom)	Co-director zinc/copper/lead

Directors of Sopak AG:

Name	Principal Occupation	Business address	Share Ownership
Andreas P. Hubmann (Citizen of Switzerland)	Chairman
Andrew Gibson (Citizen of the United Kingdom)	Member	50 Berkeley Street London W1J 8HD Great Britain
Martin Häring (Citizen of Switzerland)	Member
Stefan Peter (Citizen of Switzerland)	Member

EX-99.1

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: September 28, 2012

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

Sopak AG
By:	/s/  Andreas Hubmann
Name:	Andreas Hubmann
Title:	Chairman
By:	/s/ Stefan Peter
Name:	Stefan Peter
Title:	Member

EX-99.2

EXHIBIT 2

THIS LOAN FACILITY AGREEMENT is made on the 7th day of July 2009.

BETWEEN:

(1) SOPAK AG, of Вааrrеrmаttstrаssе 3, 6341 Bar, Switzerland (the “Lender”); and

(2) YAMALCO INVESTMENTS LIMITED, a company with limited liability incorporated and existing under the laws of Cyprus with registration number 168231 and having its registered office at Agiou Nikolaou, 41-49, Nimeli Court, Block C, 3rd Floor, Egkomi, Nicosia, Cyprus (the “Borrower”)

RECITALS:

(A) The Borrower wishes to borrow monies for the purposes referred to in Clause 2 below.

(B) The Lender has agreed to make a loan facility available to the Borrower by way of no more than two (2) drawdowns in the overall maximum principal amount hereinafter specified upon and subject to the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Construction

1.1 In this Agreement unless the context requires otherwise the following expressions have the respective meanings shown below:

EXPRESSION

MEANING

“Acquired Shares”

all the shares and warrants relating to Magellan Petroleum Corporation (“МРC”) referred to in the Securities Purchase Agreement dated as of 9th February 2009 between MPC and Young Energy Prize S.A. (“YEP”) as amended by the First Amendment, dated 1st April 2009 and by the Second Amendment, dated 30th June 2009, (the “SРА”) including 8,695,652 shares of common stock and 4,347,826 common stock purchase warrants (and any and all shares to bе delivered therefrom upon the exercise of such warrants by YEP from time to time) including all the Securities (as defined in the SPА) and all the shares relating to MPC referred to in the Securities Purchase Agreement dated 1st April 2009 between ANS Investments LLC, Jonah M Meer and YEP, as amended by the First Amendment, dated 30th June 2009 (the “ANS SРА”) and including 568,985 shares of common stock and all other shares and/or warrants in relation to MPC to which the Borrower or its associates is entitled thereunder.

“Agreed Fee”	A flat fee in the sum of USD5million (USD5,000,000) (subject to the provisions of Clauses 8.2).
“Agreed Rate”	10% (ten percent) per annum.
“Banking Day”	a day on which banks are open for business (including dealings in foreign currency deposits and exchange) in London, New York and Limassol.
“Borrower Party”	each of the Borrower, each Obligor, each of Severgaz, Severgeologiya, and the Guarantor;
“Dollar” or “US$” or “USD” or “US Dollars”	the lawful currency of the United States of America.
“Drawdown Date”	the date for drawdown specified in a Drawdown Notice.
“Drawdown Notice”	a Drawdown Notice, substantially in the form of Schedule 1 hereto signed by the Borrower.
“Event of Default”	any one of the events or circumstances specified in Clause 8.1 below as constituting an Evеnt of Default.
“Facility”	The loan facility, the terms and conditions of which are set out herein.
“Final Repayment Date”	15th December 2009, but if that is not a Banking Day then the first Banking Day thereafter.
“Interest Period”	the interest period in respect of each drawdown of the Loan commencing on (and including) the Drawdown Date therefor and ending on the Final Repayment Date (or an earlier repayment in full of the Loan).

-2-

“Kirkstall Pledge”	an unconditional Cyprus law pledge by the Borrower in favour of the Lender in respect of 25% of all the shares in Kirkstall Ventures Ltd (“KVL”).
“Loan”	the aggregate principal amount of the loan made by the Lender to the Borrower for the time being outstanding hereunder.
“Magellan Pledge”	a pledge by YEP in favour of the Lender in respect of the Acquired Shares
“Obligor”	each of the Borrower, the Guarantor and each Pledgor.
“Outstanding Indebtedness”	all monies which are from time to time owing by the Borrower and/or any other Obligor the Lender under or by virtue of this Agreement and/or any other Transaction Document (whether capital, interest or otherwise) including, but not limited to, the undischarged amount of the Loan, interest, the Agreed Fee and other monies accrued hereunder or thereunder from time to time.
“Pledgors”	KVL and YEP and each is a “Pledgor”
“Potential Event of Default”	any event or circumstance which, with the giving of notice and/or lapse of time or making of any determination would constitute an Event of Default.

“Security Documents”	(a)	the Severgeologiya Pledge;
	(b)	the Severgaznefteprom Pledge;
	(c)	the Kirkstall Plеdge;
	(d)	the Yep Pledge;
	(e)	the Magellan Pledge; and
	(f)	guarantee by Nikolay Bogachev (the “Guarantor”).

and including, but without limitation, any further security, agreement or document contemplated in Clause 3 and each is a “Security Document”.

-3-

“Severgaznefteprorn Pledge”	an unconditional pledge by KVL in favour of the Lender in respect of 12.5% of CJSC Severgaznefteprorn (“Severgaz”).
“Severgeologiya Pledge”	an unconditional pledge by KVL in favour of the Lender in respect of 12.5% of CJSC Severgeologiya (“Severgeologiya”)
“Transaction Documents”	this Agreement and each of the Security Documents and each is a “Transaction Document”.
“Yep Pledge”	a pledge by the Borrower in favour of the Lender in respect of all its shares in YEP.

1.2 In this Agreement unless the context requires otherwise, any references to:

“authorisation” includes any and all approvals, consents, licenses, permits, franchises, permissions, registrations, declarations and exemptions;

“tax” includes any tax, levy, duty, charge, compulsory loan, impost, fee, deduction or withholding of any nature now or hereafter imposed, levied, collected, withheld or assessed and “taxation” shall be interpreted accordingly;

“control” means the power to direct the management and policies of any entity or otherwise the ability to elect the majority of the members of the Board of Directors or management of a company in either case whether through the ownership or voting capital, by contract, or otherwise and any analogous term shall be construed accordingly;

“including” is not limiting whether or not limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto

any document or instrument shall be construed as references to the same as may have been, or may from time to time be, amended, replaced, restated or supplemented and in this Agreement the singular includes the plural and vice versa. Words denoting the masculine gender include the feminine gender and words denoting corporations or companies shall include individuals and words importing the singular number include the plural and vice versa

-4-

2. ТНЕ FАСILIТY

2.1.1 Subject to the terms and conditions of this Agreement, the Lender agrees to make available to the Borrower by a no more than two (2) drawdowns a full recourse loan facility up to a maximum principal amount of US$15,000,000.00 in aggregate.

2.1.2 The first drawdown (the “First Drawdown”) shall be in the sum of US$11,500,000.

2.2.1 The First Drawdown of the Loan shall be used by the Borrower to pay up in full all of Borrower’s shares in YEP and to provide additional funding to YЕP and the Borrower shall procure that YЕР immediately uses such funding to complete its purchase of the Acquired Shares including in accordance with the terms of the SРA and the ANS SPA respectively (a copy of which, in each case, is annexed hereto).

2.2.2 The second drawdown of the Loan shall be used by the Borrower to provide additional funding to YEP and the Borrower shall procure that YEP immediately uses such funding to complete Its acquisition of the further shares in MPC through the exercise by YEP of thе common stock purchase warrants referred to in the definition of Acquired Shares. The amount of the second drawdown shall not exceed the amount then required by YEP to immediately complete such acquisition and shall, in any event, not exceed US$3,500,000.

2.2.3 The Lender shall be entitled but not be obliged to concern itself with the application of the Loan.

2.3 Each drawdown of the Loan shall be made to thе Borrower by direct bank transfer by the Lender to (as irrevocably hereby dirеcted by the Borrower) the account of YЕР as follows:

Beneficiary: Young Energy Prize s.а.

Iban:

Bank:

Swift code:

2.4 The date of a drawdown of the Loan shall be the date when such drawdown has been disbursed as shown by the SWIFT evidence of payment issued by the Lender’s bank and the Borrower shall be unconditionally deemed to have drawdown in respect of the Loan on that date.

2.5 Subject as otherwise expressly provided herein, a Drawdown Notice shall be irrevocable by the Borrower and the Borrower shall be obliged to borrow accordingly

-5-

3. CONDITIONS

3.1 Conditions Precedent

(а) The Lender shall not be obliged to make available any drawdown of the Loan unless the following pre-conditions have been fulfilled to the Lender’s satisfaction in form and substance on or before the Drawdown Date (and in any event on or before the 8th July 2009):

(а) receipt by the Lender of all the Transaction Documents (save for the Magellan Pledge) executed and delivered with evidence that all necessary or desirable action has been effectively taken so as to perfect the Security Documents (including, without limitations all applicable notices, acknowledgements and registrations, subject to Clause 3.2) in form and substance acceptable to the Lender;

(b) receipt by the Lender of a Drawdown Notice;

(c) all authorisations including all corporate approvals having been obtained in form and substance acceptable to the Lender;

(d) receipt by the Lender of a certified copy of the constitutional documents and/or Charter of each corporate Borrower Party and evidence satisfactory to the Lender of the due authorisation of the Transaction Documents and their signature on behalf of the Borrower and/or the the Pledgors (as the case may be);

(e) receipt by the Lender of a copy of the most recent audited financial statements of YEP (including for the year 2008);

(f) receipt by the Lender of a copу of the current indebtedness information (banking facilities and any trade facilities and respective securities) of each corporate Borrower Partу;

(g) satisfactory legal opinions as determined by the Lender;

(h) such other agreements, documents, security and evidence as the Lender mаy reasonably require in connection with the Facility;

(i) on the date of drawdown the representations and warranties set out in Clause 7 below shall be true and correct and no Event of Default or Potential Event of Default shall have occurred and be continuing or would result from the making of the Loan;

(j) no material adverse circumstances existing оr having occurred concerning any Borrower Party and/or in the national or international financial or loan markets, which may reasonably be expected to adversely affect the successful implementation and repayment of the Facility; and

(k) delivery to the Lender of confirmation from the process agent of its agreement to accept its appointment as process agent as referred to in Clause 15.5 below.

-6-

(b) Thе Lender shall not be obliged to make available the second drawdown of the Loan unless the following pre-conditions have been fulfilled to the Lender’s satisfaction in form and substance on or before the 1^st dаy of December 2009;

(i) the First Drawdown has been made by the Lender;

(ii) no Event of Default or Potential Event of Default has occurred;

(iii) all the representations and warranties on the pаrt of the Borrower and any other Obligor under each Transaction Document are true and accurate in all respects;

(iv) the Lender is satisfied that YEP has elected to exercise the above common stock purchase warrants and that the funds under the second drawdown are required and will immediately be used to complete such election and thereby acquire the consequential additional shares in MPC;

(v) satisfactory legal opinions as determined by the Lender;

(v) such other agreements, documents, security and evidence as the Lender may reasonably require; and

(vii) no material adverse circumstances existing or having occurred concerning any Borrower Party and/or in the national or international financial or loan markets, which may reasonably be expected to adversely affect the successful implementation and repayment of the Facility.

3.2 Conditions Subsequent

The Borrower shall, as conditions subsequent tо the advancing of the Loаn, as soon as possible and in any event within ten (10) days of drawdown of the Loan for the Severgeologiya Pledge and the Severgoznefteprom Pledge and within 15 days of drawdown of the Loan for the Magellan Pledge (a) deliver the Magellan Pledge to the Lender and (b) deliver to the Lender evidence that all necessary or desirable action has been effectively taken so as to perfect the Magellan Pledge and each of thе Severgaznefteprom Pledge and the Severgeoiogiya Pledge (including, without limitations all applicable notices, acknowledgements and registrations) in form and substance acceptable, in each case, to the Lender.

3.3 As soon as the Conditions Subsequent have all been satisfied, the YЕP Pledge will, in the absence of an Event of Default or Potential Event of Default, be cancelled and the Lender shall forthwith sign such documents as shall be necessary to complete such cancellation at the Borrower’s expense.

4. INTEREST

4.1 The Loan (and each drawdown) shall attract interest in respect of the applicable Interest Period at the Agreed Rate.

-7-

4.2 The Borrower shall pаy or discharge all interest accrued in respect of each Interest Period on the last dаy of such Interest Period. The certificate of the Lender as to each Interest Period and as to the rate and amount of interest accrued or payable hereunder in respect of such Interest Period (or part thereof) shall, in the absence of manifest error, be conclusive and binding on the Borrower.

4.3 Interest at the Agreed Rate shall accrue from day to day during each Interest Period and shall be calculated on the basis of a year of 360 days.

4.4 If the Borrower shall fail to pay any amount due from it hereunder (whether in respect of principal, interest, fees, costs or otherwise) then it shall pay interest on such amount (as well after as before judgement) from its due date to the date of actual payment at the rate per annum determined by the Lender to be 5% above the Agreed Rate by reference to periods of such duration as the Lender may select from time to time.

5. REPAYMENT

5.1 The Borrower unconditionally and irrevocably undertakes to рay or discharge the whole of the Outstanding Indebtedness together with all accrued interest and the Agreed Fee to the Lender on or (including as required pursuant to Clause 7.3(f)) before the Final Repayment Date. If an Event of Default has earlier occurred and notice thereof has been issued by the Lender, the Borrower shall repay the Outstanding Indebtedness, all accrued interest and the Agreed Fee immediately (or as specified in the Lender’s notice pursuant to Clause 8.1), provided that if Clause 8.2 applies then the Agreed Fee shall be in the reduced amount determined in accordance with Clause 8.2.

5.2 All sums received or realised at any time bу or in favour of the Lender in or towards discharge of the Outstanding Indebtedness by or on behalf of the Borrower shall be applied as follows: firstly, in or towards the discharge of all fees, costs and expenses payable by the Borrower hereunder, then in or towards the discharge of all accrued interest referred to in Clause 4.4 above, then in or towards the discharge of all accrued interest referred to in Clause 4.1 above, then in or towards the discharge of the outstanding amount of the Loan and then in or towards the discharge of any other monies payable by the Borrower.

5.3 The Lender may at any time set-off any liability of the Borrower under this Agreement which is in default against any liability of the Lender to the Borrower on аny account whatsoever irrespective of the currency in which any such liability is determined (and whether аnу such liability is actual contingent or otherwise).

6. PAYMENTS

6.1 All payments bу or for the Borrower hereunder shall be made In cash in US Dollars in freely transferable, unencumbered and available funds to such account as the Lender may specify from time to time to be applied as set out in Clause 5.2 above.

-8-

6.2 Payment or receipt in any other currency shall only constitute a discharge for the Borrower in respect of the US Dollar amounts expressed to be due to the extent of the amount of freely available, transferable and unencumbered US Dollars which the Lender is able to purchase (clear in its hands) with the amount so received in that other currency as soon as practicable on or after the date of that receipt by the Lender.

6.3 All amounts payable or dischargeable bу the Borrower hereunder (in respect of principal, interest, fees or otherwise) shall be paid or discharged in full without, set- off, counterclaim and without аny deduction or withholding for or on account of any taxes or otherwise (including but without limitation any withholding taх or the like) imposed levied or assessed by any jurisdiction. All such taxes shall be paid by the Borrower for its own account prior to the date on which interest or penalties or adjustments of the amount are due based on inflation rates or any others attached thereto and the Borrower shall indemnify the Lender from and against all such taxes, interest or penalties. In the event of the Borrower being required to make any such deduction or withholding from any payment or discharge under this Agreement, then the Borrower will forthwith pay to the Lender such additional amount as will result in the receipt by the Lender of the full amount which would otherwise have been receivable hereunder had no such deduction or withholding been made. The Borrower shall fully cooperate with the Lender in relation to the implementation of any applicable double tax treaty.

6.4 If and to the extent that the effect of Clause 6.3 above can be mitigated by virtue of the provisions of any double tax treaty, the lender agrees to co-operate with the Borrower and shall provide to the Borrower evidence of the Lenders tax residency and any other documents available to the Lender which may be required for the application of such treaty so far as relevant.

6.5 The Borrower shall pay all present and future stamp and other like duties and taxes and all registration, recording and other like fees, if any, to which this Agreement or any other document or instrument referred to herein may be subject or give rise in whatever jurisdiction.

7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

7.1 Thе Borrower represents and warrants to the Lender in relation to itself and to each other Borrower Party, as provided in Clause 7.2 that:

(a) it is validly existing and an established autonomous and separate legal entity under the laws of Cyprus; has full capacity and has unconditionally obtained and shall maintain in full force and effect all authorisations of аny governmental or other authorities which are required to authorise it to own its assets and to sign and deliver and perform the transactions contemplated in each of the Transaction Documents to which it is a partу;

-9-

(b) each of the Transaction Documents to which it is a party has been duly authorised and executed by It and neither thе signing and delivery thereof nor the performance of any of the transactions contemplated thеrein will contravene or constitute a default under any provision contained in any agreement, instrument, law, judgement, court or arbitral or other order, or authorisation by which it or аnу of its assets is bound or affected;

(c) except as provided In the Security Documents, no registration, recording, filing or notarisation of аny of the Transaction Documents and no payment of any duty or tax and no other action whatsoever is necessary or desirable to ensure the validity, enforceability or priority in the Russian Federation and/or Cyprus and/or Luxembourg of its liabilities and obligations or the rights of the Lender under any of the Transaction Documents;

(d) the obligations expressed to be assumed by it under each of the Transaction Documents to which it is a party are legal and valid obligations binding on it in accordance with the terms hereof and are and will bе its direct, unconditional and general obligations (without prejudice to the Security Documents) аnd rank and will rank at least pari passu with all its other actual and contingent unsubordinated unsecured liabilities (save only for any relevant absolute statutory preferences);

(е) all necessary approvals, authorisations, licences аnd waivers (including corporate approvals required by the Russian Joint Stock Company law, if necessary and governmental approvals) for the implementation of the matters contemplated by the Transaction Documents have been obtained or granted free from onerous conditions and are in full force and effect;

(f) there are no outstanding security interests, pledges or other encumbrances or other contractual restrictions which may affeсt the rights and property intended to be covered by the Security Documents;

(g) it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge аnd belief) threatened against it for its winding up, dissolution, administration or re- organisation or for the appointment of a receiver, administrator, trustee or similar officer of it or of any or all of its assets or revenues;

(h) to the best of its knowledge (having the knowledge of the Guarantor) all information disclosed to the Lender prior to or after the datе hereof in relation to any Borrower Partу or the Acquired Shares or a Realisation (or potential Realisation) by or for the Guarantor or any other Borrower Pаrty or otherwise pursuant to any Transaction Document was, when disclosed, and remains true and accurate in all material respects;

-10-

(i) no material litigation, administrative, arbitration or other proceeding before or of аny court or any judicial, administrative or governmental authority, or arbitrator or other body is taking place, pending or, to the best of its knowledge, information and belief, threatened against it or of any company under the control thereof or against any of the assets thereof;

(j) is not in breach of аny material agreement, obligation, law or regulation by which it or any of its assets are bound and no Event of Default or Potential Event of Default has occurred; аnd

(k) each of the Borrower and KVL is an investment holding company only and does not carry on any trading activity, and each corporate Borrower Party is solvent and has no material indebtedness or liabilities to any third party, save only in respect of its share capital.

7.2 The representations аnd warranties herein will be deemed to be repeated bу the Borrower on and as of the First Drawdown Date of the Loan on and each day thereafter until the Outstanding Indebtedness has been fully and finally discharged as if made with reference to the facts and circumstances existing at suсh respective date. References in Clause 7 to the Borrower include a separate reference to each Borrower Party and to Russia, Luxembourg or USA, or the Guarantor’s country of residence, as appropriate.

7.3 The Borrower undertakes with the Lender that from the date of this Agreement until all the Outstanding Indebtedness has been finally discharged to the satisfaction of the Lender:

(a) it will ensure that the funds drawndown under the Facility are solely and directly used for the purpose specified in Clause 2.2, YEP complies with the SРА and the ANS SPA and does not amend, cancel, terminate or novate the SPA and/or the ANS SРА without the prior written consent of the Lender and will promptly notify the Lender in writing of all material developments thereunder (together with the supply of copies of all documentation);

(b) it will ensure the maintenance in full force and effect (free from any adverse condition) of, and ensure compliance with, all relevant authorisations (federal or local governmental аnd otherwise) and will ensure the prompt obtaining of any further authorisation which may become necessary to enable each Obligor or the Borrower to perform any of the transactions contemplated by any Transaction Document;

(c) it will not take or omit to take any action, the taking or omission of which may result in any impairment of or jeopardise the benefit of this Agreement or any of the Transaction Documents in the hands of the Lender or of any of the rights of the Lender created hereby or thereby and will promptly notify the Lender of the occurrence of any Event of Default or Potential Event of Default;

(d) it will ensure that all assets which are expressed to be the subject of any of the Security Documents will be and remain free of any charge, lien or encumbrance whatsoever (except pursuant to the Security Documents);

-11-

(e) it will not create or permit to subsist any charge, lien or encumbrance whatsoever over any of the material assets of an Obligor except under a Security Document or (but always subject to the Security Documents) pursuant to the Realisations;

(f) it will actively, and on a bona fide arms length basis, seek to sell, directly or indirectly, or a sufficient portion of, the shares in KVL or KVL’s interests in each of Severgaz and Severgeologiya or the underlying assets of each of Severgaz oг Severgeologiya (the “Realisations”) and agrees to use (or to ensure the use of) the proceeds thereof (on receipt) only and promptly (which shall be sufficient) to finally pay and discharge the Outstanding Indebtedness in full;

(g) it will promptly provide the Lender with a regular update on all proposals for and in effecting the Realisations and on request, with such financial and other information relating to any Borrower Party, and/or any Realisation (or proposed Realisation) as the Lender may from time to time require;

(h) it will promptly and fully cooperate in all matters necessary or desirable for registration and/or perfection of any of the Security Documents;

(i) it will not assert, or allow to be asserted, in any forum that any of the Transaction Documents does not constitute valid, binding and legal obligations of the Borrower or an Obligor enforceable in accordance with its terms;

(j) it will ensure that following the declaration by the US Securities and Exchange Commission of the effectiveness of MPC’s registration statement in respect of those Acquisìtion Shares to be acquired by YЕР pursuant to the SРA (the “SЕС Registration”), the Acquisition Shares are, and will remain, fully listed and quoted for trading on the Nasdaq Capital Market; and

(k) it will deliver to the Lender copies of the audited financial statements for the year 2008 for eасh corporate Borrower Party as soon as the same are available and in any event within 60 days of the date hereof.

8. DEFAULT

8.1 If any of the following events of default shall occur in relation to any Borrower Party:

(a) It fails to pay any amount due under any of the Transaction Documents to which it is a partу on the due date or on demand, if so payable;

(b) It fails to observe or perform any of its obligations under any of the Transaction Documents to which it is a party or under any undertaking or arrangement entered into in connection therewith other than an obligation referred to in (a) above and such default (if capable of remedy) is not remedied within five (5) days thereof;

-12-

(c) any representation, warranty or statement which is made (or acknowledged to have mаdе) by it in any of the Transaction Documents to which it is a party proves to be incorrect in any material respect when made or deemed to be repeated with reference to the facts and circumstances existing at such time;

(d) either of the Conditions Subsequent set out in Clause 3 is not fulfilled within the time specified therein;

(e) any provision of any of the Transaction Documents is or becomes for аny reason invalid or. unenforceable;

(f) an encumbrancer takes possession of, or a trustee, receiver or similar officer is appointed in respect of, all or any part of its assets, or distress or any form of execution Is levied or enforced uрon or sued out against any such assets and is not discharged within seven days of being levied, enforced or sued out or it is declared or threatened to be declared insolvent by any court of competent jurisdiction or any procedure is commenced for its liquidation or dissolution;

(g) anything analogous to any of the events specified in paragraph (f) occurs under the laws of any applicable jurisdiction;

(h) any material indebtedness of a Borrower Pаrty is not paid when due, or any indebtedness thereof is declared to be or otherwise becomes due and payable prior to Its specified maturity or any creditor or creditors thereof become entitled to declare any indebtedness thereof due and payable prior to its specified maturity;

(i) there is any change in the direct or indirect ownership or control of a Borrower Pаrtу (other than in respect of JSC Tatneft’s ownership interest in Severgaz and Severgeologiya);

(j) a material adverse circumstance exists in its business, operations, prospects or financial condition or international financial, political or economic conditions, currency exchange rates or currency exchange controls or in the national or international financial, or any change in law occurs, that could, in the reasonable opinion of the Lender, adversely affect the ability thereof to promptly fulfill their respective obligations under any of the Transaction Documents; or

(k) any adverse circumstances (which may, but without limitation, include any change in the constitution, powers or status thereof) exist which in the reasonable opinion of the Lender materially and adversely affect or may affect the ability thereof to promptly perform any of their respective obligations under the Transaction Documents;

-13-

then, the Lender mау by notice to the Borrower, (a) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate, and/or (b) declare the Loan and all amounts payable hereunder by the Borrower which would otherwise be due after the date of such termination (or part thereof as specified in the Lenders notice) to be due and payable immediately or due and payable on demand by the Lender or on such future date, as the Lender may specify in such notice, whereupon all such amounts shall become so due and payable, without further demand for payment, protest or notice of аnу kind, which are expressly waived by the Borrower.

8.2 This Clause shall apply if the Lender demands immediate payment pursuant to Clause 8.1 for an Event of Default within paragraph (j) or (k). In such event the Agreed Fее shall (provided that the Outstanding Indebtedness is paid immediately by the Borrower to (and received by) the Lender in full) be reduced and be equal to:

AF х A/В

Where:

AF equals USD five million

A represents the period commencing on the Drawdown Date and ending on the date of the Lenders’ applicable notiсe under Clause 8.1

B represents the period commencing on the Drawdown Date and ending on the Final Repayment Date

9. FEES, COSTS AND EXPENSES

9.1 The Borrower shall forthwith against invoice and whether or not any part of the Loan is drawn down pay to the Lender such amounts as are necessary to provide a full indemnity for all reasonable and documented costs, charges and expenses (including, without limitation, legal fees and expenses) incurred bу thе Lender in connection with the negotiation, preparation and/or execution or implementation of the Transaction Documents. The Borrower shall from time to time on demand of the Lender pay and reimburse the Lender for all expenses (including legal fees) incurred in or in connection with the preservation and or enforcement of any of the Lender’s rights under this Agreement or any other Transaction Document and/or any other document contemplated herein.

9.2 It s agreed that if by reason of the introduction of any change in any applicable law, regulation or regulatory requirement or in the interpretation thereof it shall appear to the Lender that it has or will become unlawful or impracticable or otherwise prohibited for the Lender to maintain or fund or be concerned in or continue to fund or be concerned in the whole or any part of the Facility, the Lender shall inform the Borrower in writing whereupon the Borrower shall forthwith repay to thе Lender that рart of the Facility concerned which is still outstanding together with interest at LIBOR plus the Margin and all other amounts accrued and unpaid up to the date of payment. In the case that the repayment is made otherwise than on the last day of an Interest Period the Borrower shall, on demand by the Lender, pay to the Lender such amount as will compensate the Lender for all losses incurred or sustained by it as a result of it having to accept repayment other than at the end of an Interest Period.

-14-

9.3 If after the date hereof as a result of:

(a) the enactment or making of any change after the date hereof in any applicable law, regulation or directive or in the interpretation thereof by any governmental authority charged with the administration thereof, or

(b) compliance bу the Lender with any request (whether or not having the force of law) of any central bank or other comparable governmental authority or agency or the imposition or modification of any reserve requirements applicable to the Lender including, but without limitations, any requirement resulting from the implementation of any report or requirement of the Basle Committee and any requirement which affects the manner in which the Lender allocates capital resources to its commitments, including it funding or refinancing of the Facility, or

(c) the subjection of the Lender to any tax in respect of the funding or refinancing of the Facility or any change in the basis of taxation of аny payment made or to be made to or for its account or interest thereon in relation to the funding or refinancing of the Facility or interest thereon (except for tax on the overall net income or profits of the Lender),

the cost to the Lender of funding or refinancing the whole or any part of the Facility shall be increased or the net value to the Lender of any amount receivable from the Borrower In respect of such funding oг refinancing shall be diminished or the effective return to the Lender is reduced, the Lender shall notify the Borrower of the amount(s) necessary to compensate the Lender in respect of such increased cost or diminution, which amounts) the Borrower shall paу on demand to the Lender. Notwithstanding the foregoing, the Borrower shall not be obligated to reimburse the Lender for any such net incremental costs or reductions in amounts received which are a direct consequence of a participation in the Loan being sold by the Lender to a party whose principal office is located in a jurisdiction different from the jurisdiction applicable to the Lender.

10. INDEMNITY

10.1 The Borrower shall fully indemnify the Lender against any expenses, loss, damage and liability (as to the amount of which the certificate of the Lender shall be conclusive) which it may incur by reason of any Event of Default, or otherwise in connection with this Agreement or any other Transaction Document.

10.2 If the Loan (or any part thereof) is repaid or discharged otherwise than on the last daу of an Interest Period, the Borrower shall pay to the Lender on demand an amount equal to the amount certified by the Lender as the resulting breakage costs (if any) incurred by the Lender.

-15-

11. RIGHTS CUMULATIVE, WAIVERS

11.1 No delay or omission on the part of the Lender in exercising аny right or remedy shall impair or be a waiver of that right or remedy, nor shall any single, partial or defective exercise by the Lender of any such right or remedy preclude any other exercise of that or аny other right or remedy. Тhe remedies provided herein are cumulative and are not exclusive of any remedies provided by law. The rights and remedies of the Lender in respect of any misrepresentation or breach of warranty bу the Borrower shall not be prejudiced bу any investigation of the Borrower or аny other person by or on behalf of the Lender or any other act or matter which, but for this provision, might prejudice any such rights or remedies.

11.2 Time shall be of the essence in respect of the Borrower’s obligations under or in respect of this Agreement but no failure by the Lender to exercise or delay by it in exercising any right or remedy under or in respect of this Agreement shall operate as a waiver of it, nor shall any single partial or defective exercise by the Lender of аny such right or remedy preclude any other or further exercise of that or any other right or remedy.

12. NOTICES

12.1 Each communication to be made hereunder shall be made in writing but, unless otherwise stated, mаy be made by telex, letter or facsimile transmission.

12.2 Any notice or other communication required to be given or made by a party hereunder to the other party shall be deemed to have been duly given or made if sent by letter, recorded delivery, telex or facsimile to the respective addresses set out below (or such other address or facsimile or telex number and/or for such other attention as may bе notified to the other party in accordance with this Clause):

the Borrower

YАМАLСO INVESTMENTS LIMITED

Agiou Nikolaou, 41-49, Nimeli Court, Block C. 3rd Floor, Egkomi, Nicosia, Cyprus

Attention: Director

Tel: +357 22 459345

Fax: +357 22 459380

with a copy to

Batha Invest Limited

Nab. Tarasa Shevchenko, 23a, sector B,

121151 Moscow Russian Federation

Attention: Managing Director

Tel: +7495 653 8401

Fax: +7495 653 8402

-16-

the Lender

SOPAK AG

Address: Вааrrеrmаttstrаssе 3, 6341 Bar, Switzerland

Tel: +41 41 709 20 00

Faх: +41 41 709 30 00

Attention: Company Secretary

13. INVALIDITY OF ANY PROVISION

If any of the provisions of this Agreement becomes invalid, illegal or unenforceablе in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. ASSIGNMENT

14.1 The Borrower may not assign any of its rights or obligations hereunder except as expressly provided herein.

14.2 The Lender may assign, sub-participate or transfer its rights and obligations hereunder.

15. LAW AND JURISDICTION

15.1 Any dispute arising out of or in connection with this Agreement (including, but not limited to, any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LOIA) rules, which rules are deemed to be incorporated by reference into this Clause. The number of arbitrations shall be three. The place of arbitration shall be London and the language of the arbitration shall be English. Any award of the arbitrators shall be final and binding on the parties and may be enforced in any competent jurisdiction. Submission of any dispute to arbitration shall not prejudice the right of the Lender to request any judicial or other authority in any country to order any provisional or conservatory measures or relief for the preservation of their rights hereunder.

15.2 This Agreement is governed by, and shall be construed in accordance with the Laws of England.

15.3 The Borrower agrees, for the exclusive benefit of the Lender, that, notwithstanding Clause 15.1, the Lender may, in its sole discretion and without limiting the right of the Lender to take proceedings against the Borrower ¡n any other court of competent jurisdiction, apply to the High Court in England, which shall have the non-exclusive jurisdiction in relation to any matter ¡n connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum and the Borrower irrevocably consents to service of process by mail or in any other manner permitted by the relevant law.

-17-

15.4 The Borrower irrevocably waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction including in respect of the giving of relief by way of injunction, order for specific performance or recovery or the issue of any process for enforcement of a judgment or, in an action in rem, detention or sale.

15.5 The Borrower appoints Alistair Tulloch of Tulloch & Co, 4, Hill Street, London W1J 5NE (fax number: +44207 318 1150) as its process agent to receive on their behalf service of process of any proceedings in England. Service upon the process agent shall be good service on the Borrower whether or not it is forwarded to and received by it. If, for any reason the process agent ceases to be able to act as process agent, or no longer has an address in England, the Borrower irrevocably agrees to appoint a substitute process agent. In the event that a substitute process agent is not appointed, it shall be effective service for the Borrower to serve the process upon the last known address in England of the last known process agent for it notwithstanding that such process agent is no longer found at such address or has ceased to act.

16. COUNTERPARTS

The Agreement may be executed in one or more counterparts and all such counterparts when taken together shall be deemed to constitute one and the same instrument

17. THIRD PARTY RIGHTS

A person who is not a party to a Transaction Document may not enforce the terms of that Transaction Document under the Contracts (Rights of Third Parties) Act 1999.

IN WITNESS whereof the parties hereto have caused this Agreement to be executed in a manner binding upon them the day and year first above written

-18-

SCHEDULE 1

(Drawdown Notice)

QUOTE

From: the Borrower

To: the Lender

Dated: 2009

Dear Sirs,

1. We refer to the agreement (as from time to time amended, vаried novated or supplemented, the “Agreement”) dated 7th July 2009, and made between us as borrower and you as Lender. Terms defined in the Agreement shall have the same meaning in this notice.

2. We hereby give you notice that, pursuant to the Agreement, on               2009, we wish, to borrow the amount of [specify] US dollars and otherwise upon the terms and subject to the conditions contained therein.

3. We confirm that, at the date hereof, the representations set out in Clause 7 of the Agreement are true and correct and no Event of Default or Potential Event of Default has occurred or would result from the making of this Loan.

4. Disbursement of Loan to bе mаde as follows:              Beneficiary:              Yоung Energy Prize s.a.

Iban:

Bank:

Swift code:

Yours faithfully

duly authorised for and on behalf of

YAMALCO INVESTMENTS LIMITED

UNQUOTE

-19-

Duly executed by

/s/ Yana Tikhonova

duly authorised for and on behalf

THE LENDER

Duly executed by

/s/ Nikolay V. Bogachev

duly authorised for and on behalf

ТНЕ BORROWER

-20-

EX-99.3

EXHIBIT 3 

AMENDMENT NO. 1 TO LOAN FACILITY AGREEMENT

This AMENDMENT NO.1 TO LOAN FACILITY AGREEMENT is dated as of 18 December 2009 by and between:

1)           SOPAK AG, of Baarermattstrasse 3, 6341 Baar, Switzerland (the “Lender”); and

2)           YAMALCO INVESTMENTS LIMITED, a company with limited liability incorporated and existing under the laws of Cyprus with registration number 168231 and having its registered office at Agiou Nikolaou, 41-49, Nimeli Court, Block C, 3rd Floor, Egkomi, P.C. 2408, Nicosia, Cyprus (the “Borrower”)

WHEREAS, the Borrower and the Lender entered into a Loan Facility Agreement dated as of 7 July 2009 (the “Agreement”), which they now wish to amend as provided herein.

NOW THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalised terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement.

2. The definition of “Final Repayment Date” in Clause 1.1 is hereby amended to read as follows:

“Final Repayment Date” 30 June 2010, but if that is not a Banking Day then the immediately preceding Banking Day.”

3. The definition of “Interest Period” in Clause 1.1 is hereby amended to read as follows:

“Interest Period” (i) the first interest period commencing on (and including) the Drawdown Date therefor and ending on 30th December 2009 and (ii) the second interest period commencing on (and including) 30th December 2009 and ending on the Final Repayment Date (or on earlier repayment in full of the Loan).”

4. Clause 3.3 of the Agreement is hereby deleted in its entirety.

5. Clause 5.1 of the Agreement is hereby amended to read as follows:

“The Borrower unconditionally and irrevocably undertakes to pay or discharge (i) all interest accrued to the 30th December 2009 in the sum of US$559,027.78, on 30th December 2009 and (ii) the whole of the Outstanding Indebtedness together with all subsequent accrued interest and the Agreed Fee to the Lender on or (including as required pursuant to Clause 7.3(f)) before the Final Repayment Date. If an Event of Default has earlier occurred and notice thereof has been issued by the Lender, the Borrower shall repay the Outstanding Indebtedness, all accrued interest and the Agreed Fee immediately (or as specified in the Lender’s notice pursuant to Clause 8.1).”

6. Clause 8.2 of the Agreement is hereby deleted in its entirety.

7. Conditions Precedent

The provisions of Clauses 2 to 6 (all inclusive) of this Amendment No.1 to the Agreement shall only have effect once the following pre-conditions have been fulfilled to the Lender’s satisfaction in form and substance on or before the 21st December 2009:

(a)The Share Pledge Agreement dated as of 7th July 2009 between YAMALCO INVESTMENTS LTD as Pledgor and SOPAK AG as Pledgee and YOUNG ENERGY PRIZE S.A. as Company (the “YEP Pledge”) shall be amended to provide that the Pledge (as defined in the YEP Pledge) continues until the Secured Obligations (as defined in the YEP Pledge) are discharged in full;

(b)Confirmation from the Guarantor that he is fully aware of and consents to this Amendment No.1 to the Agreement and confirms that his guarantee remains in full force and effect in relation to the Transaction Documents as amended;

(c)Execution by KVL of a supplemental agreement confirming that KVL is fully aware of and consents to this Amendment No.1 to the Agreement and confirms that the Severgaznefteprom Pledge and Severgeologiya Pledge remain in full force and effect in relation to the Transaction Documents as amended;

(d)Execution by the Borrower of a supplemental agreement confirming that the Kirkstall Pledge remains in full force and effect in relation to the Transaction Documents as amended;

(e)The Borrower shall forthwith against invoice pay to the Lender such amounts as are necessary to provide a full indemnity for all reasonable and documented costs, charges and expenses (including, without limitation, legal fees and expenses) incurred by the Lender in connection with the negotiation, preparation and/or execution or implementation of this Amendment No.1 to the Agreement and all agreements referred to herein; and

(f)Such other agreements, documents, security and evidence as the Lender may reasonably require.

8. The Agreement shall remain in full force and effect as amended in accordance with the terms of this Amendment No.1 to the Agreement. The Borrower hereby ratifies and reaffirms each of the terms and conditions of the Agreement and all of its obligations thereunder. The Borrower hereby agrees that all liens and security interest securing payment of the Borrower’s obligations are hereby renewed, ratified and brought forward as security for the payment and performance of such obligations.

-1-

9. This Amendment No.1 may be executed in two (2) or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No,1 to the Agreement to be executed by their respective officers thereunto duly authorised, as of the date first above written.

/s/ Yana Tikhonova

duly authorised for and on behalf of
THE LENDER

Duly executed by

/s/ Nikolay Bogachev

duly authorised for and on behalf of
THE BORROWER

-2-

EX-99.4

EXHIBIT 4

AMENDMENT NO. 2 to the Loan Facility Agreement dated 7^th July
2009, as amended by Amendment No. 1 dated as of 18 December 2009 is
made on 31^st August 2010

BETWEEN:

(1) SOPAK AG, Switzerland (the “Lender”); and

(2) YAMALCO INVESTMENTS LIMITED, Cyprus (the “Borrower”);

WHEREBY IT IS AGREED as follows:

1. The parties have agreed to amend in Clause 1.1 definition of “Final Repayment Date” to read as follows:

Final Repayment Date: 30^th November 2010

2. The definition of “Interest Period” in Clause 1.1 is hereby amended to read as follows:

Interest Period: (i) the first interest period commencing on (and including) the Drawdown Date therefore and ending on 30^th December 2009, (ii) the second interest period commencing on (and including) 30^th December 2009 and ending on the June 30, 2010, (iii) the third interest period commencing on (and including June 30, 2010) and ending on August 31, 2010 and (iv) the fourth interest period commencing on (and including August 31, 2010 and ending on the Final Repayment Date (or on earlier repayment in full of the Loan).”

3. Clause 5.1 of the Agreement is hereby amended to read as follows:

“The Borrower unconditionally and irrevocably undertakes to pay or discharge all interest accrued on the last day of each Interest Period and the whole of the Outstanding Indebtedness together with all subsequent accrued interest and the Agreed Fee to the Lender on or (including as required pursuant to Clause 7.3(f)) before the Final Repayment Date; provided, however, that with respect to the payment date for the third interest period (August 30, 2010), the Parties agree that the Borrower shall not be deemed to be in default of its obligations hereunder if the Borrower has made a payment in full to the Lender of the accrued interest due as August 30, 2010 prior to September 30, 2010. If an Event of Default has earlier occurred and notice thereof has been issued by the Lender, the Borrower shall repay the Outstanding Indebtedness, all accrued interest and the Agreed Fee immediately (or as specified in the Lender’s notice pursuant to Clause 8.1).”

4. This Amendment No. 2 forms an integral part of the above mentioned Loan Facility Agreement and Clause 15 of the Loan Facility Agreement applies herein as if fully set out but by reference to this Amendment No. 2.

IN WITNESS whereof the parties hereto have caused this Amendment No. 2 to be executed in a manner binding upon them the day and year first above written.

Duly executed by

/s/ Yana Tikhonova

duly authorised for and on behalf of

THE LENDER

Duly executed by

/s/ Nikolay Bogachev

duly authorised for and on behalf of

THE BORROWER

EX-99.5

EXHIBIT 5

AMENDMENT NO. 3 to the Loan Facility Agreement dated 7th July 2009,
amended by Amendment No. 1 dated as of 18 December 2009 and
Amendment No. 2 dated as of 31 August 2010,
is made on 28^th June 2012

BETWEEN:

(1) SOPAK AG, Switzerland (the “Lender”); and

(2) YAMALCO INVESTMENTS ENTS LIMITED, Cyprus (the “Borrower”);

WHEREBY IT IS AGREED as follows:

1. The parties have agreed to amend in Clause 1.1 definition of “Final Repayment Date” to read as follows:

Final Repayment Date: 31st July 2012

2. The definition of “Interest Period” in Clause 1.1 is hereby amended to read as follows:

Interest Period: (i) the first interest period commencing on (and including) the Drawdown Date therefor and ending on 30^th December 2009, (ii) the second interest period commencing on (and including) 30^th December 2009 and ending on the June 30, 2010, (iii) the third interest period commencing on (and including) June 30, 2010 and ending on August 31, 2010; and (iv) the fourth interest period commencing on (and including) August 31, 2010 and ending on 28^th February 2011; and (v) the fifth interest period commencing on (and including) 28^th February 2011 and ending on the Final Repayment Date (or on earlier repayment in full of the Loan).”

3. Clause 5.1 of the Agreement is hereby amended to read as follows:

"The Borrower unconditionally and irrevocably undertakes to pay or discharge all interest accrued on the last day of each Interest Period and the whole of the Outstanding Indebtedness together with all subsequent accrued interest and the Agreed Fee to the Lender on or (including as required pursuant to Clause 7.3(f)) before the Final Repayment Date; provided, however, that with respect to the payment date for the fourth interest period (February 28, 2011), the Parties agree that the Borrower shall not be deemed to be in default of its obligations hereunder if the Borrower has made a payment in full to the Lender of the accrued interest due as 28^th February 2011 prior to 31^st March 2011. If an Event of Default has earlier occurred and notice thereof has been issued by the Lender, the Borrower shall repay the Outstanding Indebtedness, all accrued interest and the Agreed Fee immediately (or as specified in the Lender’s notice pursuant to Clause 8.1).”

4. This Amendment No. 3 forms an integral part of the above mentioned Loan Facility Agreement and Clause 15 of the Loan Facility Agreement applies herein as if fully set out but by reference to this Amendment No. 3.

IN WITNESS whereof the parties hereto have caused this Amendment No. 3 to be executed in a manner binding upon them the day and year first above written.

Duly executed by

/s/ Ann Ormsby

duty authorised for and on behalf of

THE LENDER

Duly executed by

/s/ Nikolay Bogachev

duly authorised for and on behalf of

THE BORROWER

-2-

EX-99.6

EXHIBIT 6 

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of July 7, 2009, by and between YOUNG ENERGY PRIZE S.A., a Luxembourg corporation (“Pledgor”), and SOPAK AG, a Swiss corporation (“Pledgee”).

WHEREAS, Yamalco Investments Limited (“Yamalco”), which directly owns 100% of the stock of Pledgor, and Pledgee have entered into the Loan Agreement and the proceeds of loans made thereunder will be contributed to Pledgor to enable it to purchase the Pledged Securities.

WHEREAS, Pledgee requires security from Pledgor to secure Yamalco’s obligations to Pledgee under the Loan Agreement and Pledgor’s obligations to Pledgee hereunder and Pledgor wishes to grant such security to Pledgee.

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.          Definitions. Whenever the following terms are used herein, they shall be defined as follows:

“Agreement” or “this Agreement” shall mean and include all amendments, modifications and supplements hereto and shall refer to this Agreement as the same may be in effect at the time such reference becomes operative.

“Collateral” shall mean and include (i) all of the Pledged Securities, all Distributions and rights to Distributions, and all Proceeds thereof and all cash, additional securities, and other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Securities and (ii) the Registration Rights Agreement.

“Commission” shall mean the Securities and Exchange Commission or any other Federal agency then administering the Securities Act.

“Distributions” means all cash, additional securities, and other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities.

“Event of Default” shall mean any of the events listed in Section 5(a) of this Agreement.

“Loan Agreement” shall mean the Loan Facility Agreement, dated as of July 7, 2009, between Yamalco and Pledgee, as amended, modified, supplemented or restated from time to time.

“Magellan” means Magellan Petroleum Corporation, a Delaware corporation.

“Obligations” shall mean and include (i) all liabilities, obligations, covenants and duties of Yamalco, Pledgor and any other Obligor, as applicable, owing to Pledgee arising under this Agreement, the Loan Agreementandanyother instruments, pledge agreements, security agreements or other agreements entered into in connection therewith. The term includes, without limitation, all interest, charges, expenses, fees, attorneys’ fees and other sums chargeable to Pledgor under the Loan Agreement and this Agreement or under any other instruments or agreements entered into in connection therewith.

-1-

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Pledged Securities” shall mean (i) 8,695,652 shares of common stock, par value $0.01 per share, of Magellan represented by Certificate Nos. 112337, 112338, 112339, 112340, 112341, 112342, 112343 and 112344 each representing 966,183 shares and Certificate No. 112345 representing 966,188 shares (together the “Certificates”) and (ii) the Warrant and any and all shares of common stock of Magellan which may be purchased pursuant to the Warrant.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of June 29, 2009, between Pledgor and Magellan.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same may from time to time be in effect.

“Securities Laws” shall mean the Securities Act, the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission thereunder, together with any and all applicable state blue sky laws, all as the same may from time to time be in effect.

“Warrant” means Warrant No. 1, dated as of July 9, 2009, giving Pledgee the right to purchase 4,347,826 shares of common stock, par value $0.01 per share, of Magellan.

All other capitalized terms used in this Agreement which are not specifically defined herein shall have the meanings provided for by the Loan Agreement.

2.          Pledge. To induce Pledgee to enter into the Loan Agreement, and in consideration thereof and of any loans, advances or financial accommodations heretofore or hereafter granted by Pledgee to or for Pledgor’s account, whether pursuant to the Loan Agreement, under this Agreement or otherwise, all of which will inure to Pledgor’s direct benefit, Pledgor hereby pledges, conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to Pledgee a security interest in the Collateral and all of Pledgor’s rights, title, interests, powers, privileges and preferences relating or incidental thereto, whether now or hereafter owned by Pledgor as security for the payment and performance when due of the Obligations.

3.          Representations, Warranties and Covenants Regarding Collateral. Pledgor hereby represents, warrants and covenants to Pledgee that:

(a)           Due Authorization, Etc. The execution, delivery and performance of this Agreement, the creation of the liens and security interests and the delivery to Pledgee of the securities provided for hereunder are within Pledgor’s corporate power, have been duly authorized by all necessary or proper corporate action, are not in contravention of any provision of law or of any agreement or indenture by which Pledgor is bound, or of Pledgor’s articles of association or other applicable constitutive documents, and do not require the consent or approval of any government body, agency, authority or other Person, which has not been obtained and a copy thereof furnished to Pledgee;

-2-

(b)          Valid and Binding Obligation. This Agreement constitutes Pledgor’s valid and legally binding obligation, enforceable in accordance with its terms;

(c)          Title to Collateral. Pledgor is the legal and equitable owner of, and has the complete and unconditional authority to pledge, the Collateral, and holds the same free and clear of all liens, charges, encumbrances and security interests except those in favor of Pledgee granted hereunder, and will defend its title thereto against the claims of all Persons whomsoever;

(d)          Delivery of Pledged Securities. Upon execution and delivery of this Agreement, Pledgor shall deliver to Pledgee the Certificates and the Warrant, accompanied by (1) executed stock powers in blank in favor of Pledgee, the rights of Pledgee under which shall be exercisable only during the continuation of an Event of Default and in accordance with the terms of this Agreement, and (2) such other instruments or documents as Pledgee or its counsel may reasonably request, in each case in a form acceptable to Pledgee;

(e)          Delivery of Additional Securities and Property. Except as provided in Section 4(a) hereof, Pledgor will cause any additional Pledged Securities or property issued to or received by it with respect to any of the Collateral, whether for value paid by it or otherwise, to be forthwith deposited and pledged with Pledgee, in each case accompanied by stock powers or other instruments of assignment duly executed in blank by Pledgor and in a form acceptable to Pledgee;

(f)          No Liens or Security Interests. Pledgor will not permit any lien, claim, charge, security interest or encumbrance to exist with respect to the Collateral, other than those in favor of Pledgee with respect to the Collateral;

(g)          Disposition of Collateral or Retained Securities. Except as expressly provided herein, Pledgor will not sell, exchange, hypothecate, pledge, assign, convey, mortgage or abandon any Collateral;

(h)          Payment of Taxes and Charges. Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon the Collateral before the same become delinquent or become liens upon any of the Collateral except where the same may be contested in good faith by appropriate proceedings and as to which adequate reserves have been provided;

(i)          Further Acts. Pledgor agrees to perform all acts and do all things which Pledgee may request, now or hereafter, to evidence, preserve or protect the creation, attachment or perfection of the security interests herein granted to Pledgee;

(j)          Pledgee’s Right to Take Action. In the event that Pledgor fails or refuses to perform any of its obligations set forth herein, Pledgee shall have the right, without obligation, to do all things it deems necessary or advisable to discharge the same, and any sums paid by Pledgee, or the cost thereof, including without limitation, reasonable attorneys’ fees, shall constitute secured Obligations and bear interest until paid;

-3-

(k)          No Obligation by Pledgee. Pledgor acknowledges and agrees that nothing contained herein shall obligate Pledgee or impose a duty upon Pledgee to assume any duties or obligations of Pledgor with respect to any of the Collateral; and

(l)          Filings. Pledgor hereby authorizes Pledgee to file any Uniform Commercial Code financing statements in any appropriate jurisdiction to protect and perfect its security interest in the Collateral.

4.          Dividends; Etc.

(a)          Right to Receive Dividends, Etc. Until the occurrence of an Event of Default, Pledgor shall have the right to receive cash dividends declared and paid by Magellan with respect to the Collateral. Any and all stock or liquidating dividends, other distributions in property, returns of capital or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of Magellan, received in exchange for the Collateral or any part thereof or received as a result of any merger, consolidation, acquisition or other exchange of assets to which Magellan may be a party or otherwise, shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Pledgee, to be held subject to the terms of this Agreement.

(b)          Termination of Right to Receive Dividends. Upon the occurrence and during the continuation of an Event of Default, all of Pledgor’s rights to receive any cash dividends pursuant to Section 4(a) hereof shall cease, and all such rights shall thereupon become vested in Pledgee, who shall have the sole and exclusive right to receive and retain the dividends which Pledgor would otherwise be authorized to receive and retain pursuant to Section 4(a) hereof. In such event, Pledgor shall pay over to Pledgee any dividends received by Pledgor with respect to the Collateral and any and all money and other property paid over to or received by Pledgee, pursuant to the provisions of this Section 4(b) shall be retained by Pledgee as Collateral hereunder and shall be applied in accordance with the provisions hereof.

5.          Events of Default; Remedies.

(a)          Default. Each of the following shall constitute an Event of Default hereunder:

(i)           if there shall occur any “Event of Default” under the Loan Agreement, as such term is defined therein;

(ii)          if any of the Collateral shall be attached or levied upon or seized in any legal proceedings, or held by virtue of any lien or distress;

(iii)         if Pledgor makes any misrepresentation of any material fact to Pledgee in connection with this Agreement or any transaction relating hereto; or

-4-

(iv)         if Pledgor shall violate any term, covenant or agreement contained in this Agreement, and such violation continues unremedied for a period of fifteen (15) days after the earlier of (i) notice from Pledgee to Pledgor of such violation, or (ii) Pledgor knows or should have known of the existence of such violation.

(b)         Pledgee’s Rights and Remedies. If any Event of Default shall occur and be continuing:

(i)          Pledgee shall thereupon have, in addition to all other rights provided herein and in the Loan Agreement and any other instruments or agreements entered into in connection therewith, the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York or other applicable law and further, Pledgee may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (A) exercise any of Pledgor’s rights under the Registration Rights Agreement, (B) apply any cash dividends received by Pledgee pursuant to Section 4(b) hereof to the Obligations and (C) if following the application of any such cash dividends any of the Obligations remain outstanding, sell the remaining Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as Pledgee shall deem appropriate. Pledgee shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders, or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on Pledgor’s part, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. Further, Pledgee shall have the right to transfer the Pledged Securities to itself and to exercise its rights to vote the same.

(ii)           Pledgee agrees to give written notice to Pledgor, in the manner specified herein, not less than ten (10) days prior to the date of the disposition of the Collateral subject to the security interest created herein at any such public sale or sale at any broker’s board or on any such securities exchange, or prior to the date after which private sale or any other disposition of said Collateral will be made, and Pledgor agrees that (A) such notice, if given in such manner, shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient; (B) without precluding any other methods of sale, the sale of Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of asset-based lenders disposing of similar property, but in any event Pledgee may sell on such terms as it may choose without assuming any credit risk and without any obligation to advertise or give notice of any kind; and (C) the proceeds of any such sale or disposition shall be applied first to the satisfaction of Pledgee’s reasonable attorneys’ fees, legal expenses, and other costs and expenses incurred in connection with the taking, retaking, holding, preparing for sale, and selling of the Collateral, and second to the payment (in whatever order Pledgee elects) of the Obligations. After the application of all such proceeds, Pledgee will return any excess to Pledgor and Pledgor shall remain liable for any deficiency. To the extent permitted by applicable laws, Pledgor waives all claims, damages and demands against Pledgee arising out of the repossession, retention or sale of the Collateral, except to the extent that any of the foregoing arises out of the willful misconduct or gross negligence of Pledgee.

-5-

(c)           Restrictions Imposed by Securities Laws. Pledgor understands that compliance with the Securities Laws may very strictly limit the course of Pledgee’s conduct in the disposition of all or any part of the Pledged Securities in accordance with this Section 5, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may dispose of the same. Pledgor clearly understands that Pledgee shall be entitled to place all or any part of the Pledged Securities for private placement by an investment banking firm, that any such investment banking firm may purchase all or any part of the Pledged Securities for its own account, and that Pledgee shall be entitled to place all or any part of the Pledged Securities privately with a purchaser or purchasers who will represent and agree that they are purchasing the Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof in violation of the Securities Laws, notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which Pledgee sells.

(d)           Pledgee’s Right to Take Action With Respect to Collateral. As between Pledgee and Pledgor, if any Event of Default shall occur and be continuing, Pledgee may, in its sole discretion, (i) exchange, enforce, waive or release any security or portion of the Collateral, (ii) apply such security or any proceeds of the Collateral and direct the order or manner of sale thereof as Pledgee may, from time to time, determine, and (iii) settle, compromise, collect or otherwise liquidate any such security or Collateral for the Obligations in any without affecting or impairing Pledgee’s right to take any other further action with respect to any security for the Obligations or any part thereof.

(e)           Legal Remedy Inadequate. Pledgor recognizes that, in the event Pledgor fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to Pledgee; therefore, Pledgor agrees that Pledgee, if Pledgee so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

(f)           Remedies Cumulative. Pledgee’s rights and remedies under this Agreement will be cumulative and not exclusive of any other right or remedy which Pledgee may have.

6.            Power of Attorney. Pledgor appoints Pledgee, or any other Person whom Pledgee may designate, as Pledgor’s attorney, with power upon the occurrence and during the continuation of an Event of Default to (i) endorse Pledgor’s name on any checks, notes, acceptances, money orders, drafts or other form of payment or security that may come into Pledgee’s possession, (ii) exercise any of Pledgor’s rights under the Registration Rights Agreement and (iii) do all things necessary to carry out this Agreement. Pledgor ratifies and approves all acts of such attorney. Neither Pledgee nor any other Person designated by Pledgee as attorney hereunder will be liable to Pledgor for any acts or omissions except in the case of willful misconduct or gross negligence on the part of Pledgee, nor for any errors of judgment or mistakes of fact or law. This power, coupled with an interest, is irrevocable until the termination of the Loan Agreement pursuant to the terms thereof and the satisfaction in full of the Obligations.

-6-

7.           Termination of Agreement. This Agreement shall continue in full force and effect until the termination of the Loan Agreement pursuant to the terms thereof and the satisfaction in full of the Obligations.

8.           General Provisions.

(a)           Waiver of Presentment and Notice. Pledgor waives presentment and protest of any instrument and notice thereof, notice of default and all other notices to which Pledgor might otherwise be entitled, except as otherwise specifically provided herein.

(b)           Waiver of Failure or Delay. Failure by Pledgee to exercise any right, remedy or option under this Agreement or in any other agreement between the parties hereto, or delay by Pledgee in exercising the same, will not operate as a waiver. No waiver by Pledgee will be effective unless it is in a writing signed by Pledgee, and then only to the extent specifically stated, and no waiver by Pledgee on any occasion shall affect or diminish Pledgee’s right thereafter to require strict performance by Pledgor with any provision of this Agreement.

(c)           Waiver of Trial by Jury. Each party hereto waives all right to trial by a jury in any litigation relating to transactions under this Agreement.

(d)           No Oral Amendments. No modification of this Agreement shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcements is sought.

(e)           Successors and Assigns; Right to Assign. All of the rights, privileges, remedies and options given to Pledgee hereunder shall inure to the benefit of its successors and permitted assigns; and all the terms, conditions, promises, covenants, provisions and warranties of this Agreement shall inure to the benefit of and shall bind the representatives, successors and permitted assigns of Pledgee and Pledgor. Pledgee shall have the right to assign this Agreement and to transfer, assign or sell participations in its interests hereunder from time to time in connection with any sale, assignment, transfer or other disposition of the Loan Agreement or any portion thereof, but Pledgor shall not be permitted to assign this Agreement or any interest herein.

(f)           Further Acts, Etc. Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as Pledgee may at any time request in connection with the administration and enforcement of this Agreement or relative to the Collateral or any part thereof or in order better to assure and confirm unto Pledgee its rights and remedies hereunder.

-7-

(g)          Section Headings. Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this Agreement.

(h)          Severability. Wherever 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 applicable 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.

(i)          Reimbursement of Expenses. Pledgor shall reimburse Pledgee for all of Pledgee’s expenses incurred in connection with this Agreement and the transactions contemplated hereby, including all of Pledgee’s reasonable attorneys fees and expenses (including expenses incurred to enforce any of Pledgee’s rights to collect any of the Obligations). Pledgor also agrees to pay, and to hold Pledgee harmless from any delay in paying any intangibles, documentary stamp and other taxes, if any, which may be payable in connection with the execution and delivery of this Agreement, or any modification hereof.

(j)          Choice of Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York for all purposes, and the validity of this Agreement and of all transactions provided for herein shall be governed by, interpreted and construed under, and in accordance with, the laws of the State of New York.

(k)          Survival of Rights, Duties, Etc. No termination, amendment, extension or modification (regardless of cause or procedure and whether or not consented to by Pledgor) of the Loan Agreement shall in any way affect or impair Pledgor’s representations and warranties contained in this Agreement and the powers, obligations, duties, rights and liabilities of the parties hereto in any way with respect to (i) any transaction or event occurring prior to such termination or cancellation, (ii) the Collateral, or (iii) any of Pledgor’s undertakings, agreements, covenants, warranties and representations contained in this Agreement and all such undertakings, agreements, covenants, warranties and representations shall survive such termination or cancellation until all of the Obligations of every nature whatsoever shall have been fully paid and satisfied.

(l)           Payments. Pledgee shall have the continuing and exclusive right to apply or reverse and reapply any and all payments to any portion of the Obligations as provided in the Loan Agreement. To the extent that Pledgor makes a payment or payments to Pledgee or Pledgee receives any payment or proceeds of the Collateral for Borrower’s account, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by such Pledgee.

-8-

(m)         Notices. All notices and other communications from either party to the others hereunder shall be in writing and shall be given (1) to Pledgee by the methods and to the address provided in Section 12 of the Loan Agreement and (2) to Pledgor by the methods provided in Section 12 of the Loan Agreement at the following address:

Young Energy Prize S.A.
7 Rue Thomas Edison
L-1445 Strassen
Grand Duchy of Luxembourg

Fax:     (+352) 27 02 1 200

Attention: President & CEO

with a copy to:

Batha Invest Limited
Nab. Tarasa Shevchenko, 23a, sector B
121151 Moscow Russian Federation
Attention:      Managing Director

Tel:     +7495 653 8401
Fax:     +7495 653 8402

(n)           Indemnity. Pledgor agrees to indemnify Pledgee from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Pledgee in any litigation, proceeding or investigation, including, without limitation, any of the foregoing brought under any federal or state securities laws, which is threatened, instituted or conducted by any government agency or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement, whether or not Pledgee is a party thereto except to the extent that any of the foregoing arises out of the willful misconduct or gross negligence of Pledgee.

-9-

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

PLEDGOR: YOUNG ENERGY PRIZE S.A.
By:	/s/ Patrick Hansen
	Name:	Patrick Hansen
	Title:	Director
	Attest:	/s/ Philippe Kauffman
	Name:	Philippe Kauffman
	Title:	Risk Manager

PLEDGEE: SOPAK AG
By:	/s/ Yana Tikhonova
	Name:	Yana Tikhonova
	Title:	Under Power of Attorney

-10-

EX-99.7

EXHIBIT 7 

AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT

This AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is dated as of July 8, 2009, by and between YOUNG ENERGY PRIZE S.A., a Luxembourg corporation (“Pledgor”), and SOPAK AG, a Swiss corporation (“Pledgee”).

WHEREAS, Pledgor and Pledgee entered into a Pledge and Security Agreement, dated as of July 7, 2009 (the “Agreement”), which they now wish to amend as provided herein.

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.        Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement.

2.        The definition of “Pledged Securities” set forth in the Agreement is hereby amended to read as follows:

“Pledged Securities” shall mean (i) 8,695,652 shares of common stock, par value $0.01 per share, of Magellan represented by Certificate Nos. 112337, 112338, 112339, 112340, 112341, 112342, 112343 and 112344 each representing 966,183 shares and Certificate No. 112345 representing 966,188 shares, (ii) 568,985 shares of common stock, par value $0.01 per share of Magellan, represented by Certificate No. 114012 (the “ANS Certificate” and together with the Certificates described in clause (i), the “Certificates”) and (iii) the Warrant and any and all shares of common stock of Magellan which may be purchased pursuant to the Warrant.

3.        Upon execution and delivery of this Amendment, Pledgor shall deliver to Pledgee the ANS Certificate, accompanied by (i) an executed stock power in blank in favor of Pledgee, the rights of Pledgee under which shall be exercisable only during the continuation of an Event of Default and in accordance with the terms of the Agreement, and (ii) such other instruments or documents as Pledgee or its counsel may reasonably request, in each case in a form acceptable to Pledgee;

4.        Except as specifically amended hereby, the Agreement shall remain in full force and effect. Notwithstanding anything contained herein, the terms of this Amendment are not intended to and do not effect a novation of the Agreement. Pledgor hereby ratifies and reaffirms each of the terms and conditions of the Agreement and all of its obligations thereunder. Pledgor hereby agrees that all liens and security interest securing payment of the Obligations are hereby renewed, ratified and brought forward as security for the payment and performance of the Obligations.

-1-

5.        This Amendment may be executed in two (2) or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to Pledge and Security Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PLEDGOR:
YOUNG ENERGY PRIZE S.A.
By:	/s/ Patrick Hansen
	Name:	Patrick Hansen
	Title:	Director
	Attest:
	Name:
	Title:
PLEDGEE:
SOPAK AG
By:	/s/ Yana Tikhonova
	Name:	Yana Tikhonova
	Title:	Under Power of Attorney

-2-

EX-99.8

EXHIBIT 8

AMENDMENT NO. 2 TO PLEDGE AND SECURITY AGREEMENT

This AMENDMENT NO. 2 TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 11, 2010, by and between YOUNG ENERGY PRIZE S.A., a Luxembourg corporation (“Pledgor”), and SOPAK AG, a Swiss corporation (“Pledgee”).

WHEREAS, Pledgor and Pledgee entered into a Pledge and Security Agreement, dated as of July 7, 2009 (as later amended by an Amendment No. 1 to Pledge and Security Agreement, dated as of July 8, 2009, the “Agreement”), which they now wish to further amend as provided herein.

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.        Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement.

2.        The definition of “Registration Rights Agreement” set forth in the Agreement is hereby amended to read as follows:

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of June 29, 2009, between Pledgor and Magellan, as the same may be amended, modified, supplemented or restated from time to time.

3.        The definition of “Warrant” set forth in the Agreement is hereby amended to read as follows:

“Warrant” means Amended and Restated Warrant No. 2, dated as of March 11, 2010, giving Pledgee the right to purchase 4,347,826 shares of common stock, par value $0.01 per share, of Magellan, as the same may be amended, modified, supplemented, restated or replaced from time to time.

4.        Upon execution and delivery of this Amendment, (i) Pledgor shall deliver to Pledgee the Warrant, accompanied by such other instruments or documents as Pledgee or its counsel may reasonably request, in each case in a form acceptable to Pledgee and (ii) Pledgee shall return Warrant No. 1 to Pledgor.

5.        Except as specifically amended hereby, the Agreement shall remain in full force and effect. Notwithstanding anything contained herein, the terms of this Amendment are not intended to and do not effect a novation of the Agreement. Pledgor hereby ratifies and reaffirms each of the terms and conditions of the Agreement and all of its obligations thereunder. Pledgor hereby agrees that all liens and security interest securing payment of the Obligations are hereby renewed, ratified and brought forward as security for the payment and performance of the Obligations.

6.        This Amendment may be executed in two (2) or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to Pledge and Security Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PLEDGOR:
YOUNG ENERGY PRIZE S.A.
By:	/s/ Nikolay Bogachev
	Name:	Nikolay Bogachev
	Title:	President & CEO
	Attest:
	Name:
	Title:	Personal Assistant to the President & CEO
PLEDGEE:
SOPAK AG
By:	/s/ Yana Tikhonova
	Name:	Yana Tikhonova
	Title:	Under Power of Attorney

-2-

EX-99.14

EXHIBIT 14

Sopak AG

September 21, 2012

Yamalco Investments Limited
Agiou Nikolao
41-49, Nimeli Court, Block C
3rd Floor
Egkomi, Nicosia, Cyprus

Attn:    Director

Fax:      +357-22-45-9345

Young Energy Prize S.A.
7 Rue Thomas Edison
L-1445 Strassen
Grand Duchy of Luxembourg

Attn:   President and CEO

Fax:     +352-27-02-1200

Re:          Notice of Default under Loan Facility Agreement

Ladies and Gentlemen:

Reference is made to the Loan Facility Agreement, dated July 7, 2009 (as amended from time to time, the “Loan Agreement”), between Sopak AG, as lender (“Sopak”) and Yamalco Investments Limited, as borrower (“Yamalco”) and the Pledge and Security Agreement, dated as of July 7, 2009 (as amended from time to time, the “Pledge Agreement”) between Young Energy Prize S.A., as pledgor (“YEP”) and Sopak, as pledgee.

As you are aware, Yamalco is in continuing default of its obligations under the Loan Agreement by virtue of its failure to pay all amounts (principal, interest and fees) owed to Sopak thereunder when due. In furtherance of the foregoing, Sopak hereby declares that (i) an Event of Default has occurred and is continuing under both the Loan Agreement and the Pledge Agreement (as such term is defined in each of those agreements), (ii) the sum of US$18,324,027.77, which represents all amounts now due to Sopak under the Loan Agreement (not including interest, fees and expenses which may accrue hereafter) is immediately due and payable, (iii) Sopak has no further obligations to Yamalco under the Loan Agreement and (iv) concurrently with the delivery of this notice, Sopak will exercise its rights under the Pledge Agreement (a) to transfer the Collateral (as defined in the Pledge Agreement) into Sopak’s name, (b) to receive dividends and distributions declared and paid by Magellan Petroleum Corporation in respect of the Collateral and (c) to exercise voting rights in respect of the Collateral.

Sopak reserves all other rights it may have now or in the future under the Loan Agreement, the Pledge Agreement, all related agreements and applicable law including, without limitation, the right to effect a subsequent disposition of the Collateral in accordance with the terms of the Pledge Agreement.

SOPAK AG
By:	/s/ Ann Ormsby
Name:	Ann V. Ormsby
Title:	Authorised Signatory under P.O.A

cc: Batha Invest Limited
Nab. Tarasa Shevchenko, 23a, sector B
121151 Moscow Russian Federation
Attn:     Managing Director
Fax:      +7495-653-8402

-2-