THIS SUPPLEMENTAL AGREEMENT (the "AGREEMENT") is made this 10th of February
2000 between:
1. SHELL CAPITAL LIMITED ("SCL");
2. SHELL CAPITAL SERVICES LIMITED ("SCSL");
3. CHAPARRAL RESOURCES, INC.;
4. CENTRAL ASIAN PETROLEUM (GUERNSEY) LIMITED;
5. CLOSED TYPE JSC KARAKUDUKMUNAY; and
6. CENTRAL ASIAN PETROLEUM, INC. (together, the "PARTIES").
RECITALS:
(A) Chaparral Resources, Inc., as Borrower, Closed Type JSC
Karakudukmunay, Central Asian Petroleum (Guernsey) Limited and Central
Asian Petroleum, Inc. as the Co-Obligors, Shell Capital Limited, as
Facility Agent and Modeller, Shell Capital Services Limited, as Arranger
and the Lenders (as such term is defined in the Loan Agreement) entered
into a loan agreement on 1 November 1999 (the "LOAN AGREEMENT").
(B) The Parties have agreed to supplement the Loan Agreement pursuant
to the terms of this Agreement.
NOW THEREFORE, the Parties agree as follows:
1. INTERPRETATION
(a) Terms defined in the Loan Agreement shall, unless the context
otherwise requires, have the same meaning in this Agreement.
(b) Clauses 1.2 (INTERPRETATION), 1.3 (CERTAIN REFERENCES), 21.6
(EXECUTION), 28 (REMEDIES, WAIVERS, PARTIAL INVALIDITY), 31.2
(JURISDICTION), 31.3 (PROCESS AGENT), 31.4 (WAIVER OF IMMUNITY), 31.5
(CONSENT TO ENFORCEMENT) and 31.6 (ARBITRATION) of the Loan Agreement shall
apply to this Agreement as though they were set out in full in this
Agreement and all references to "this Agreement" in such clauses were
references to this Agreement.
2. APPOINTMENT OF THE SUCCESSOR FACILITY AGENT
(a) Each of SCSL and SCL agrees that, with effect from 7 February 2000,
SCSL is substituted for SCL as the Facility Agent under the Loan Agreement
and all the right, title and interest of SCL in and to the Loan Agreement
in its capacity as the Facility Agent are transferred absolutely to SCSL
and the obligations and liabilities of SCL under the Loan Agreement in its
capacity as the Facility Agent are assumed absolutely by SCSL.
(b) Each of the Obligors, the Arranger, the Modeller and the Lenders
acknowledges and approves the appointment of SCSL as the successor Facility
Agent and releases and discharges SCL in its capacity as Facility Agent
from any and all liabilities and obligations under the Loan Agreement with
effect from 7 February 2000.
3. APPOINTMENT OF THE SUCCESSOR MODELLER
(a) Each of SCSL and SCL agrees that with effect from the date of this
Agreement SCSL is substituted for SCL as the Modeller under the Loan
Agreement and all the right, title and interest of SCL in and to the Loan
Agreement in its capacity as the Modeller are transferred absolutely to
SCSL and the obligations and liabilities of SCL under the Loan Agreement in
its capacity as the Modeller are assumed absolutely by SCSL.
(b) Each of the Obligors, the Facility Agent, the Arranger and the Lenders
acknowledges and approves the appointment of SCSL as the successor Modeller
and releases and discharges SCL in its capacity as Modeller from any and
all liabilities and obligations under the Loan Agreement with effect from
the date of this Agreement.
4. APPLICABLE INTEREST RATES
Subject to Clause 6(a) below and the terms of the Loan Agreement, for
the purposes of clause 6.5(a) (INTEREST DUE ON OR PRIOR TO THE PROJECT
COMPLETION DATE) of the Loan Agreement, on each Interest Payment Date
falling prior to the Project Completion Date, the Borrower will only be
obliged to pay that portion of interest accrued during the relevant
Interest Period on the amount outstanding under the Senior Facility which
is equal to the rate per annum determined by the Facility Agent to be the
sum of LIBOR for such Interest Period and 0.5% (the "REDUCED INTEREST
RATE"). The remaining accrued interest on each such Interest Payment Date
will be added to the principal amount outstanding under the Subordinated
Facility and shall itself bear interest in accordance with clause 6.5(b)
(INTEREST DUE ON OR PRIOR TO THE PROJECT COMPLETION DATE) of the Loan
Agreement and shall otherwise for all purposes form part of the
Subordinated Facility. In the event that interest cannot for any reason be
capitalised, in accordance with this Clause 4, the Borrower shall pay such
accrued interest when due in accordance with the terms of the Loan
Agreement.
5. BROKEN FUNDING COSTS
Notwithstanding the terms of clause 7.10 (BROKEN FUNDING COSTS) of the
Loan Agreement, LIBOR applicable on the first day of the relevant Interest
Period will be used for the purposes of calculating the additional interest
that would have been payable by the Borrower to such Lender on any amount
so received or recovered pursuant to paragraph (a) of clause 7.10 (BROKEN
FUNDING COSTS) of the Loan Agreement.
6. SYNDICATION
The Obligors acknowledge that SCSL, as the Arranger of the Facilities,
has reserved the right to syndicate all or any part of its Commitments or,
as the case may be, the Loans at any time at its sole discretion. It is
agreed by the Borrower and the Co-Obligors that:
(a) the Facility Agent will be entitled to increase the Reduced
Interest Rate by up to 3% at any time by notification of such increase
to the Borrower if the Arranger determines, in its sole opinion, that
such increase will facilitate the successful syndication of the
Facilities provided that the Applicable Margin for the Loans remain
unchanged;
(b) at the request of the Arranger, the Obligors shall make best
efforts to procure an amendment to Licence No. 60 For Opening An
Offshore Bank Account dated 30 December, 1999 issued by the National
Bank of the Republic of Kazakhstan which will permit the conversion by
KKM of its Tenge receipts into Dollars and the transfer of all KKM
Gross Revenues to the KKM Proceeds Account if the Arranger determines,
in its sole opinion, that such amendment will facilitate the
successful syndication of the Facilities; and
(c) at the request of the Arranger, the Obligors shall make best
efforts to procure the extension of the duration of the 1999 KTO
Contract (as defined in Clause 7(m) of this Agreement) (or any
replacement agreement entered into between Closed Joint Stock
KazTransOil and KKM) to match the duration of the Facilities if the
Arranger determines, in its sole opinion, that such amendment will
facilitate the successful syndication of the Facilities.
7. AMENDMENTS TO LOAN AGREEMENT
The Parties agree that the Loan Agreement is amended as follows:
(a) EQUITY SUPPORT
(i) Clause 16.22 (CRI LETTER OF CREDIT) of the Loan Agreement is
deleted in its entirety and the following new clause 16.22 (EQUITY
SUPPORT TRANSACTION) is inserted in its place:
"Clause 16.22 (EQUITY SUPPORT TRANSACTION)
The Borrower shall make best efforts to procure that the Rights
Offering is concluded on or prior to 30 June 2000 and that the
Principal Stockholders comply with and perform their obligations and
liabilities under the Equity Support Agreements. The Borrower shall
procure that the proceeds (if any) of any Rights Offering and the
payments (if any) made under any of the Equity Support Agreements are
paid directly into the CRI Disbursement Account.".
(ii) Clause 18.17(b) (FINANCE DOCUMENTS) of the Loan Agreement is
deleted in its entirety and the following new clause 18.17(b) (FINANCE
DOCUMENTS) is inserted in its place:
"(b) The Borrower does not receive into the CRI Disbursement
Account equity contributions from its stockholders in an amount at
least equal to $4,000,000 during the period between the First Drawdown
Date and 30 June 2000.
(c) Either of the Principal Stockholders fail to comply with or
perform any of its obligations or liabilities under any of the Equity
Support Agreements to which it is a party."
(iii) The definitions of "CRI Letter of Credit" and "Unpaid Equity
Contributions" in clause 1.1 (DEFINITIONS) of the Loan Agreement are
deleted in their entirety.
(iv) The CRI Letter of Credit is deleted from sub-paragraph (k) of the
definition of "Finance Documents" in clause 1.1 (DEFINITIONS) of the
Loan Agreement. The schedule to the Loan Agreement entitled "The
Sixth Schedule - Terms of CRI Letter of Credit" is deleted in its
entirety.
(v) Clause 18.20 (OWNERSHIP OF BORROWER) of the Loan Agreement is
deleted in its entirety and the following new clause 18.20 (CHANGE OF
CONTROL) is inserted in its place:
"(a) The Borrower consummates or agrees to consummate any transaction
or series of related transactions that would result in a Change of
Control except with the prior written approval of the Facility Agent
(acting on the instructions of the Majority Lenders).
(b) Either of the Principal Stockholders sells or otherwise transfers
any securities of the Borrower on or before 30 June, 2000.
(c) If at the close of business on 30 June 2000 the holdings of
either of the Principal Stockholders are less than 20% of the
outstanding shares of the Borrowers voting securities as a result of
the completion of the Rights Offering, the provisions of Clause
18.20(b) shall continue to apply to such Principal Stockholders;
provided, however, if at any time thereafter such Principal
Stockholder's holdings are 20% or more of the outstanding shares of
the Borrower's voting securities, the provisions of paragraph (b) of
the definition of Change of Control shall apply to such Principal
Stockholders."
(b) CRI SUBORDINATION AGREEMENT
(i) The definition of "CRI Subordination Agreement" in clause 1.1
(DEFINITIONS) of the Loan Agreement is deleted in its entirety and the
following new definition is inserted in its place:
""CRI Subordination Agreements" means each subordination agreement
entered into between the Borrower, the Facility Agent and a CRI Bridge
Noteholder.
(ii) The definitions of "CRI Bridge Notes" and "CRI Existing Notes"
in clause 1.1 (DEFINITIONS) of the Loan Agreement are deleted in their
entirety and the following new definitions are inserted in their
place:
""CRI Bridge Notes" means those notes issued or to be issued to the
CRI Bridge Note Holders in respect of the provision of subordinated
short term bridge financing to the Borrower and provided to the
Facility Agent pursuant to Clause 3.1 (INITIAL CONDITIONS PRECEDENT)
on or prior to the delivery of the first Notice of Drawdown.
"CRI Existing Notes" means those notes issued to the CRI Existing
Note Holders in respect of the provision of subordinated financing to
the Borrower on or prior to the date of this Agreement and provided to
the Facility Agent pursuant to Clause 3.1 (INITIAL CONDITIONS
PRECEDENT) on or prior to the delivery of the first Notice of
Drawdown.".
(c) DIRECTORS' APPOINTMENT LETTERS
The following new paragraph (b) is inserted in clause 18.22 (OWNERSHIP
OF KKM) of the Loan Agreement:
"(b) The person from time to time designated by Shell Capital Services
Limited as its representative on the board of directors of each of the
Obligors is not appointed to such board as a director or is removed
from such board without the prior written consent of Shell Capital
Services Limited.".
(d) 1999 KTO CONTRACT
The following new paragraph (k) is inserted in clause 16.5 (PROJECT
DOCUMENTS) of the Loan Agreement:
"(k) prior to the expiration of the 1999 KTO Contract (or any
replacement agreement), procure the execution of a replacement
agreement between Closed Joint Stock KazTransOil and KKM on terms
substantially similar to the 1999 KTO Contract and with a duration of
at least one year from the date of such replacement agreement. Prior
to the execution and delivery of any such replacement agreement, the
Obligors shall provide the Facility Agent with the final draft of any
such proposed replacement agreement for its approval; if any such
proposed replacement agreement is approved by the Facility Agent it
will, on its execution, be deemed to be a Project Document for the
purposes of this Agreement and the other Finance Documents."
(e) UPDATED RESERVES REPORT
The words "by no later than 31 March 2000" where they appear in the
last line of clause 16.23 (THE UPDATED RESERVES REPORT) of the Loan
Agreement are deleted and are replaced with the words "by no later
than 15 April 2000".
(f) PROHIBITION ON TRANSFERS
The words "The Borrower may not" where they appear at the beginning of
clause 27.2 (THE BORROWER; PROHIBITION ON TRANSFERS ETC.) of the Loan
Agreement are deleted and are replaced with the words "No Obligor
shall".
(g) TRANSPORT RISK INSURANCE POLICY
(i) Clause 16.10(c) (INSURANCES) of the Loan Agreement is deleted in
its entirety and the following new clause 16.10(c) (INSURANCES) is
inserted in its place:
"(c) The Borrower shall procure that nothing is done by it or any of
the other Obligors (or that nothing is failed to be done by it or any
of the other Obligors, including making disclosures which should be
made prior to the issuance of the Transport Risk Insurance Policy)
which would result in the Transport Risk Insurance Policy being
rendered void or voidable and shall ensure that the Project will be
operated and maintained in accordance with the requirements of the
Transport Risk Insurance Policy. No Obligor shall disclose the terms
of the Transport Risk Insurance Policy to any person. An Obligor
shall notify the Facility Agent as soon as it becomes aware of any
claim or potential claim it has or may have for compensation under the
Transport Risk Insurance Policy and provide the Facility Agent with
any information that it may from time to time receive in respect of
such claim or potential claim.".
(ii) The words "and the Transport Risk Insurance Policy" shall be
deleted from the second and third lines of clause 16.12(b) (PROJECT
ACCOUNTS) of the Loan Agreement.
(iii) The words "the Transport Risk Insurance Policy," shall be
deleted from the fourth and fifth lines of clause 17.16(a) (DISPOSALS
BY THE BORROWER, CAP(G) AND CAP(D)) of the Loan Agreement.
(iv) Clause 18.30 (OPIC) of the Loan Agreement is deleted in its
entirety and the following new clause 18.30 (POLITICAL RISK INSURANCE
POLICIES) is inserted in its place:
"(a) An event covered by the Political Risk Policy occurs which gives
the Borrower the right to compensation from OPIC pursuant to the terms
of the Political Risk Policy assuming due submission of an application
for compensation to OPIC.
(b) An event covered by the Transport Risk Insurance Policy occurs
which gives the Facility Agent the right to claim compensation from
the insurer pursuant to the terms of the Transport Risk Insurance
Policy."
(h) INDEPENDENT ENGINEER
(i) Clause 26.6(a) (INDEPENDENT ENGINEER) of the Loan Agreement is
deleted in its entirety and replaced with the following:
"(a) The Finance Parties hereby confirm the appointment of the
Independent Engineer, upon the terms and subject to the conditions
separately agreed between the Facility Agent and the Independent
Engineer and set out in a consultancy letter executed by the
Independent Engineer and acknowledged by the Borrower and a warranty
agreement executed by the Independent Engineer in favour of the
Facility Agent (the "Engagement Letter")."
(ii) The second sentence of clause 26.6(a) (INDEPENDENT ENGINEER) of
the Loan Agreement is deleted and replaced with the following:
"The terms of its appointment will be set out in the Engagement
Letter.".
(i) The text of clause 18.27 (PAYMENT OF SALARIES) of the Loan Agreement
is deleted in its entirety and replaced with the following:
"KKM fails to pay any salaries due to its employees on the due date
for payment unless the Facility Agent is satisfied that such failure
is due solely to a technical or administrative delay outside the
control of KKM and such amount is paid within three Business Days of
the due date for payment.".
(j) DEFINITION OF "PROJECT DOCUMENTS"
The definition of "Project Documents" in clause 1.1 (DEFINITIONS) of
the Loan Agreement is deleted in its entirety and the following new
definition is inserted in its place:
""Project Documents" means:
(a) the Petroleum Licence and all other Consents;
(b) the Constitutive Documents and the constitutive documents of
each of the other Obligors;
(c) the Petroleum Agreement;
(d) the Drilling Contracts;
(e) the Drilling/Wellbore Exploration Services Contract;
(f) the Offtake Agreement;
(g) the STASCO Service Agreement;
(h) the 1999 KTO Contract;
(i) the transportation contract dated January 31, 2000 entered
into between JSC NOC KazakhOil and KKM;
(j) the contract of Karakuduk field surface facilities
construction TPS start up minimum construction at station 6
between KKM and Keenoil Limited, UK dated 5 August 1999;
(k) the general contract for geophysical operations between KKM
and Geotex JSC dated 21 November 1995;
(l) the Technical Services Agreements;
(m) the Service Contract;
(n) any other document material to the Project (other than a
Finance Document) entered into or to be entered into by an
Obligor in connection with the Project; and
(o) any other document which the Borrower and the Facility Agent
agree to designate as a Project Document.".
(k) DEFINITION OF "DRILLING CONTRACT"
The definition of "Drilling Contract" in clause 1.1 (DEFINITIONS) of
the Loan Agreement is deleted in its entirety and the following new
definition is inserted in its place:
""Drilling Contracts" means (i) the Daywork Drilling Contract-Land #
99/KKM/L-1003 dated October 10, 1999 between KKM and Drilling Service
Company "Kazakhoil Drilling" Ltd. and (ii) the Daywork Drilling
Contract-Land dated December 15, 1999 between Drilling Service Company
"Kazakhoil Drilling" Ltd. and Oil and Gas Exploration Company Cracow
Ltd. or either of them as the context so requires.".
(l) DEFINITION OF "DRILLING/WELLBORE EXPLORATION SERVICES CONTRACT"
The definition of "Drilling/Wellbore Exploration Services Contract" in
clause 1.1 (DEFINITIONS) of the Loan Agreement is deleted in its
entirety and the following new definition is inserted in its place:
""Drilling/Wellbore Exploration Services Contract" means agreement
no.99/006 for the supply of drilling/wellbore exploration services
dated 18 November, 1999 between Xxxxx Xxxxxx Services International,
Inc. Kazakhstan and KKM."
(m) ADDITIONAL DEFINITIONS
The following definitions will be inserted in clause 1.1 (DEFINITIONS)
of the Loan Agreement:
""Change of Control" shall mean the occurrence of any of the following
events:
(a) any person or entity, including a "group" as contemplated by
Section 13(d)(3) of the Securities Xxx 0000, as amended, acquires or
otherwise gains ownership or control (including, without limitation,
power to vote) of 20% or more of outstanding shares of the Borrower's
voting securities (based upon voting power); or
(b) the holdings of either of the Principal Stockholders of the
Borrower's voting securities on or after 30 June, 2000 are 20% or
less, after giving effect to the conversion of the CRI Bridge Notes in
accordance with their terms and the Equity Support Transaction.
For the avoidance of doubt, none of (i) the acquisition or control of
additional shares of the Borrower's voting securities by a Principal
Stockholder (other than from the Principal Stockholder), (ii) the
exercise of the warrant to purchase certain shares of common stock of
the Borrower by Shell Capital Limited pursuant to the CRI Warrant
Agreement; (iii) the conversion of Series A Preferred Stock of the
Borrower as specified in its constitutional documents as at 1 November
1999 which is issued and outstanding as at 1 November 1999; (iv) up to
15% of the common stock of the Borrower to be issued in connection
with incentive stock options or grants to officers, directors,
employees or consultants of any Obligor; (v) any sale, transfer or
other disposition by a Principal Stockholder to any Affiliate of such
Principal Stockholder provided such Affiliate makes no subsequent
sale, transfer or disposition of such securities other than to another
Affiliate of such Principal Stockholder, (vi) the Equity Support
Transaction or (vii) the conversion of the CRI Bridge Notes, shall be
deemed or shall cause a Change of Control for purposes of this
Agreement.
"Directors' Appointment Letters" means (i) the letters issued with
respect to the appointment of a representative of Shell Capital
Services Limited to the board of Directors of each of the Obligors by
each of CAP(G), as shareholder of 50% of the KKM Shares, CAP(D), as
shareholder of 20% of the CAP(G) shares, the Borrower as shareholder
of 80% of the CAP(G) Shares, the Borrower as 100% shareholder of the
CAP(D) Shares, and (ii) the undertakings with respect to the
appointment of a representative of Shell Capital Services Limited to
the Board of Directors given in the Equity Support Agreements by Xxxxx
& Company Incorporated and Whittier as shareholders of certain of the
common stock of the Borrower.
"Equity Support Transaction" means the Rights Offering or the
transactions contemplated by the Equity Support Agreements, as the
case may be.
"Equity Support Agreements" means each of the letters issued by each
of the Principal Stockholders to the Facility Agent concerning (i)
the agreement of the Principal Stockholders to subscribe for and
purchase their full pro rata share of the Rights Offering and (ii) an
aggregate cash infusion of $4,000,000 in the Borrower if the Rights
Offering is not consummated by 30 June, 2000.
"KKM Assignment of Insurances" means the agreement entitled "KKM
Assignment of Insurances" dated February 7, 2000 and entered into
between KKM and the Security Trustee.
"1999 KTO Contract" means the agreement #018 on acceptance, storage
and transportation of oil between Closed Joint Stock KazTransOil and
KKM dated 15 December 1999.
"Principal Stockholders" means Xxxxx & Company Incorporated and
Whittier.
"Reinsurance Assignment" means the agreement entitled "Assignment of
Reinsurance" dated February 8, 2000 and entered into between KKM, the
Security Trustee, the Original Insurers and the Reinsurers (as such
terms are defined therein).
"Rights Offering" means the issuance by the Borrower to its
stockholders of rights to acquire not less than $6 million of the
Borrower's common stock.
"Security Trust Deed" means the agreement entitled "Security Trust
Deed" dated February 7, 2000 and entered into between the Obligors,
the Security Trustee and the Facility Agent.
"Whittier" means together, Whittier Ventures, LLC and Whittier Energy
Company.".
(n) DEFINITION OF "SECURITY TRUSTEE"
The definition of "Security Trustee" in clause 1.1 (DEFINITIONS) of
the Loan Agreement is deleted and replaced with the following:
""Security Trustee" means The Law Debenture Trust Corporation p.l.c.
or such other person as may be nominated by the Facility Agent (acting
on the instructions of the Lenders) from time to time.".
(o) DEFINITION OF "SECURITY DOCUMENTS"
Sub-paragraphs (vi) and (viii) of the definition of "Security
Documents" in clause 1.1 (DEFINITIONS) of the Loan Agreement are
deleted and the following new sub-paragraphs (vi) and (viii) are
inserted in their place:
"(vi) first priority assignment by way of security by the Borrower
of its right, title and interest in and to (A) the Hedging Agreement
and the Hedging Receipts; (B) the CRI-CAP(G) Loan Agreement and its
proceeds; and (C) the Service Contract and its proceeds, in favour of
the Security Trustee;"; and
"(viii) first priority assignment by way of security by KKM of its
right, title and interest in and to the Offtake Agreement in favour of
the Security Trustee;".
8. MISCELLANEOUS
(a) Each of the following agreements is designated as a Security Document
pursuant to sub-paragraph (b) of the definition of "Security Documents" in
clause 1.1 (DEFINITIONS) of the Loan Agreement:
(i) The Reinsurance Assignment; and
(ii) The KKM Assignment of Insurances,
(as each such agreement is defined in Clause 7(m) above).
(b) Each of the following agreements is designated as a Finance Document
pursuant to sub-paragraph (m) of the definition of "Finance Documents" in
clause 1.1 (DEFINITIONS) of the Loan Agreement:
(i) the Security Trust Deed;
(ii) the Equity Support Agreements; and
(iii) the Directors' Appointment Letters,
(as each such agreement is defined in Clause 7(m) above).
(c) This Agreement shall be deemed to constitute a Finance Document for
the purpose of the Loan Agreement and any reference to a Finance Document
shall, unless the context clearly requires otherwise, include this
Agreement.
(d) This Agreement is supplemental to the Loan Agreement and any reference
in the Finance Documents to the Loan Agreement shall be to the Loan
Agreement as supplemented by this Agreement.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of England.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
on the date stated at the beginning of this Agreement and it is intended to
be and is hereby delivered as a deed by Central Asian Petroleum (Guernsey)
Limited.
CHAPARRAL RESOURCES, INC.
By: /S/ XXXXX X. XXXXX
----------------------------
Name: Xxxxx X. Xxxxx
Title: Co-Chairman
By:
Name:
Title:
EXECUTED as a DEED and DELIVERED
by CENTRAL ASIAN PETROLEUM
(GUERNSEY) LIMITED acting by
By: /S/ XXXXX X. XXXXX
----------------------------
Name: Xxxxx X. Xxxxx
Title: Director
By:
Name:
Title:
CENTRAL ASIAN PETROLEUM, INC.
By: /S/ XXXXX X. XXXXX
----------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman
By:
Name:
Title:
CLOSED TYPE JSC KARAKUDUKMUNAY
By: /S/ XXXXXXX X. KLINCHEV
----------------------------
Name: Xxxxxxx X. Klinchev
Title: General Director
By: /S/ XXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Finance Director
SHELL CAPITAL LIMITED
By: /S/ XXXX X.X. XXXXXX
----------------------------
Name: Xxxx X.X. Xxxxxx
Title:
By:
Name:
Title:
SHELL CAPITAL SERVICES LIMITED
By: /S/ XXXX X.X. XXXXXX
----------------------------
Name: Xxxx X.X. Xxxxxx
Title:
By:
Name:
Title:
