AMENDMENT
This Amendment ("Amendment"), effective March 4, 1996 ("Effective Date"), is
between Chaparral Resources, Inc. ("Chaparral"), shareholders ("Shareholders")
of Darka Petrol Ticaret Ltd. Sti. ("Darka"), Darka and Central Asian Petroleum
(Delaware) Limited ("CAP (D)"). Chaparral, Shareholders, Darka and CAP (D) are
singly referred to herein as "Party" and collectively as "Parties".
WHEREAS the Parties signed a certain letter agreement ("Agreement") dated
January 3, 1996 which provides for Chaparral to purchase the stock of Darka from
the Shareholders.
WHEREAS, as provided in the CAP(G) Members' Agreement dated January 11, 1996,
the shareholders of Central Asian Petroleum (Guernsey) Limited ("CAP(G)"), as
applicable, have waived their respective preferential rights to acquire shares
of CAP(G) in connection with a transfer of such shares from Darka to Chaparral
such as the transfer as is contemplated in this
Amendment.
NOW THEREFORE: The Parties agree as follows:
1. Chaparral shall not purchase the stock of Darka. Instead, Chaparral
shall purchase from Darka all of Darka's right, title and interest in and to
125,000 shares of CAP(G) stock, representing 25% of the outstanding stock of
CAP(G) ("Stock"). The Shareholders shall receive, on behalf of Darka,
compensation for the Stock totalling: (i) $ 2,000,000 and (ii) 685,000 shares of
restricted common stock of Chaparral ("Chaparral Stock"). This transaction shall
be according to the same terms (as applicable) as the transaction described in
the Agreement, except as otherwise provided in this Amendment.
2. The Closing shall be April 1, 1996, and all of the conditions applied to
the sale of the Darka stock as provided in the Agreement shall be applicable to
the sale of the Stock.
3. Darka and the Shareholders represent and warrant that the
representations and warranties described in Clause 4 (c), (e) and (f), as
applied to the Stock, are true and correct and shall be applied again on March
4, 1996 and at Closing.
4. On Xxxxx 0, 0000 Xxxxxxxxx and the Shareholders shall provide, as
provided in Clause 2(c) of that certain Escrow Agreement dated January 4, 1996
(Exhibit A to the Agreement), joint written instructions for the Escrow Agent to
disburse the "Escrow Funds" ($ 300,000.00 U.S.) to the Shareholders. All of the
conditions, as applicable, applied to the sale of Darka stock as provided in the
Agreement shall be applicable to the sale of the stock, and this payment of
$300,000.00 U.S.
5. On Xxxxx 0, 0000 Xxxxxxxxx shall pay Shareholders irrevocable $300.000
U.S. and shall also transfer to the Shareholders of 625.000 Chaparral Stock, as
directed in writing by the Stockholders, All of the conditions, as applicable,
applied to the sale of the Darka stock as provided in the Agreement shall be
applicable to the sale of the Stock, and this transfer of the Chaparral Stock.
6. At Closing Chaparral shall pay Shareholders $ 1,400,000.00 U.S. and
shall also transfer of 60.000 Chaparral Stock, as directed in writing by the
Shareholders. All of the conditions, as applicable, applied to the sale of the
Darka stock as provided in the Agreement shall be applicable to the sale of the
Stock, and to this payment of $ 1,400,000.00 U.S.
7. Clauses 3(a) shall not be applicable, as Chaparral shall not be
purchasing the stock of Darka.
8. Clause 3 (e) shall not be applicable, as all CAP(G) shareholders
permanently waived all such rights pursuant to the CAP(G) Members' Agreement
dated January 11, 1996.
9. Clause 3(g) shall not be applicable, as Chaparral shall not be
purchasing the stock of Darka.
10. Clauses 3 (f), 5(a) and (b) shall be effective through April 1, 1996.
11. At Closing Darka shall deliver all certificates representing the Stock
to Chaparral, together with executed stock powers and such other instruments as
may be required to vest complete ownership of the Stock in Chaparral.
12. Upon Closing, Shareholders and Darka shall be deemed to have waived,
any and all rights and claims of any nature, whether accruing before or after
Closing, under any Member Agreements, Protocols, Minutes or Agreements of any
nature, pertaining to CAP(G), Chaparral, and/or CAP(D).
This Amendment may be executed in any number of counterparts and each such
counterpart shall be deemed an original Agreement for all purposes, provided no
party shall be bound by the terms of this Agreement unless and until all parties
have executed a counterpart. For purposed of assembling all counterparts into
one document, Chaparral is authorised to detach the signature page from one or
more counterparts and, after signing by the respective party, attach signed
signature page to the counterpart.
CHAPARRAL RESOURCES , INC.
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
SHAREHOLDERS
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Dursun Acykbap
------------------------------
Dursun Acykbap
/s/ Cetin Berkmen
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Cetin Berkmen
/s/ Tugay Ynce
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Tugay Ynce
/s/ Gazenfer Uoural
------------------------------
Gazenfer Uoural
Darka Petrol Ticaret Ltd. Sti.
/s/ Xxxx Xxxxxxx
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by: Xxxx Xxxxxxx, President
Central Asian Petroleum (Delaware) Limited
/s/ Xxxx X. Xxxxxxx
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by: Xxxx X. Xxxxxxx
