AMENDMENT NO. 1
TO
AMENDED AND RESTATED
WARRANT AGREEMENT
BETWEEN
CHAPARRAL RESOURCES, INC.
AND
SHELL CAPITAL LIMITED
DATED AS OF MAY 7, 2002
Table of Contents
Page
1. DEFINITIONS...............................................................1
2. AMENDMENT.................................................................1
3. RATIFICATION OF AMENDED AND RESTATED WARRANT AGREEMENT....................2
4. NOTICES...................................................................2
5. SUPPLEMENTS; AMENDMENTS; ENTIRE AGREEMENT.................................2
6. SUCCESSORS................................................................2
7. GOVERNING LAW.............................................................2
8. SEVERABILITY..............................................................2
9. CAPTIONS..................................................................3
10. BENEFITS OF THIS AGREEMENT...............................................3
11. COUNTERPARTS.............................................................3
i
AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"),
dated as of May 7, 2002, between CHAPARRAL RESOURCES, INC., a Delaware
corporation (the "Company"), and SHELL CAPITAL LIMITED, a company organised and
existing under the laws of England (the "Purchaser") and its assignees or
designees (the "Holder").
W I T N E S S E T H:
WHEREAS, the Company has entered into a Loan Agreement, dated November 1,
1999, as subsequently amended from time to time (the "Loan Agreement"), between
the Company, Central Asian Petroleum (Guernsey) Limited, Central Asian
Petroleum, Inc. and Closed Type JSC Karakudukmunay, as the Co-Obligors, Shell
Capital Limited as the Facility Agent, Shell Capital Services Limited as the
Arranger and the Modeller and the Lenders (each such term as defined in the Loan
Agreement);
WHEREAS, in order to induce the Shell Capital Limited to enter into the
Loan Agreement as a Lender, the Company, on February 8, 2000, issued warrants
(the "Warrants") to purchase shares of common stock, par value $.0001 per share,
of the Company;
WHEREAS, in connection with a financial restructuring of the Company, the
Company and the Purchaser deemed it prudent and in their respective best
interests to clarify certain terms and conditions of the Warrants and entered
into an Amended and Restated Warrant Agreement, dated April 18, 2001 (the
"Amended and Restated Warrant Agreement");
WHEREAS, in connection with the proposed sale by Shell Capital Inc. to
Central Asian Industrial Holdings N.V. of the loans made under the Loan
Agreement (the "Transfer"), the Purchaser wishes to transfer the Warrants to
Central Asian Industrial Holdings N.V.; and
WHEREAS, this Agreement hereby amends the Amended and Restated Warrant
Agreement to reflect the amendments deemed necessary and appropriate by the
Company and the Purchaser to effect the sale of the loans and the transfer of
the Warrants.
NOW, THEREFORE, in consideration of the premises and the mutual agreement
set forth in this Agreement, the parties hereto agree as follows:
1. DEFINITIONS
Terms defined in the Amended and Restated Warrant Agreement shall, unless
otherwise defined herein, have the same meaning when used in this Agreement.
2. AMENDMENT
(a) This Agreement shall have legal effect upon completion of the Transfer
(the "Effective Date"). If the Transfer does not take place for whatever reason,
this Agreement shall be cancelled and have no further force or effect.
(b) With effect from the Effective Date, the words "; provided, however,
that the Purchaser may only transfer Warrants to affiliates of such Purchaser or
any successor thereof" in
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lines 5 and 6 of Section 7 of the Amended and Restated Warrant Agreement shall
be deleted in their entirety.
3. RATIFICATION OF AMENDED AND RESTATED WARRANT AGREEMENT
(a) The Amended and Restated Warrant Agreement as hereby amended is hereby
ratified and confirmed.
(b) The provisions of the Amended and Restated Warrant Agreement shall,
save as amended hereby, continue in full force and effect.
4. NOTICES
All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly made and sent when delivered,
or mailed by registered or certified mail, return receipt requested:
(a) if to the Purchaser, to the address set forth on the signature pages to
this Agreement or to such other address as the Purchaser may designated by
notice to the Company; or
(b) if to the Company, to the address set forth on the signature pages to
this Agreement or to such other address as the Company may designate by notice
to the Holders.
5. SUPPLEMENTS; AMENDMENTS; ENTIRE AGREEMENT
(a) Any provisions of this Agreement may be amended or waived if, but only
if, such amendment or waiver is in writing and signed by the Company and the
Holders of a Majority of the Warrants and Warrant Shares.
(b) This Agreement (including the Amended and Restated Warrant Agreement to
the extent portions of it are referred to in this Agreement) constitutes the
entire obligations of the parties to this Agreement and supersedes, any previous
expressions of intent or understanding in respect of this transaction.
6. SUCCESSORS.
All of the covenants and provisions of this Agreement shall be binding upon
and inure to the benefit of the Company, the Holders and their respective
successors and assigns hereunder.
7. GOVERNING LAW.
THIS AGREEMENT IS GOVERNED BY NEW YORK LAW.
8. SEVERABILITY.
If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.
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9. CAPTIONS.
The caption headings of the Sections of this Agreement are for convenience
of reference only and are not intended, nor should they be construed as, a part
of this Agreement and shall be given no substantive effect.
10. BENEFITS OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the Holders any legal or equitable right,
remedy or claim under this Agreement. This Agreement shall be for the sole and
exclusive benefit of the Company and any Holders.
11. COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts which when taken together shall
constitute one agreement.
Remainder of page intentionally blank.
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IN WITNESS WHEREOF the parties have caused this Agreement to be duly
executed, as of the day and year first above written.
CHAPARRAL RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Address for Notices:
Chaparral Resources, Inc.
00000 Xxxxxxxxxx Xxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: President
Telephone: 000-000-0000
Fax: 000-000-0000
SHELL CAPITAL LIMITED
By: /s/ Xxxxxxxx Xxxxx Xxxx
------------------------------
Name: Xxxxxxxx Xxxxx Xxxx
Title: Attorney in Fact
Address for Notices:
Xxxxx Xxxxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxxx XX0 0XX
England
Attn: The Financial Controller
Tel:
Fax: 00-000-000-0000
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