Additional Agreement to Credit Line Agreement No. 250 between Kazkommertsbank OJSC and Karakudukmunay JSC (June 6, 2002)

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Summary

Kazkommertsbank OJSC and Karakudukmunay JSC have signed an additional agreement to modify their existing credit line agreement. The changes update the methods of securing the loan, including a pledge of funds, a guarantee from Chaparral Resources, Inc., and a pledge of shares. The borrower must also obtain written consents from third parties and sign a debt subordination agreement within 51 days. This agreement is effective upon signing and is legally binding as part of the original credit line agreement.

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EX-10.3 5 chap10-3.txt ADDITIONAL AGREEMENT Exhibit 10.3 Additional agreement to the Agreement for establishing a credit line # 250 dated May 6, 2002 City of Almaty June 6, 2002 (1) Kazkommertsbank OJSC hereinafter referred to as "the Bank" in the person of the Managing Director Mr. Almat Turtaev acting on the basis of Power of attorney # 557 dated May 31, 2002, on the one side, and (2) Closed joint-stock company Karakudukmunay hereinafter referred to as "the Borrower" in the person of the General Director Mr. N. D. Klinchev acting on the basis of the Charter on the other side, hereinafter collectively referred to as "the Parties" and separately as mentioned above or as "the Party" have concluded this Additional agreement (hereinafter "the Additional agreement") to the Agreement for establishing a credit line # 250 dated May 6, 2002 (hereinafter "the Agreement") on the following: 1. The Parties agreed to change Appendix # 3 to the Agreement and formulate it as set forth in Appendix # 1 to this Additional agreement, which is an integral part of it. 2. The Parties agreed to change Appendix # 4 to the Agreement and formulate it as set forth in Appendix # 2 to this Additional agreement, which is an integral part of it. 3. This Additional agreement is an integral part of the Agreement and comes into effect upon signing by authorized representatives of the Parties. 4. This Additional agreement is executed in three copies having equal legal force: two copies for the Bank and one for the Borrower. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES: BANK: Kazkommertsbank OJSC - Republic of Kazakstan, Almaty, 480060, 135/H Gagarin av., correspondent account 900161126, MFO 190501926 in the Department of payment systems of the National Bank of the Republic of Kazakstan, RNN 600400055239, residency code 1, economy sector code 4; BORROWER: Karakudukmunay JSC - Republic of Kazakstan, Mangistau oblast, Aktau, 466200, District 3, Building 82, proceeds account 06467365, currency account 05070546 in Aktau affiliate of Kazkommertsbank OJSC, RNN 430600001175, residency code 1, economy sector code 7. BANK COMPANY -------------------- --------------------
Appendix # 1 to Additional agreement dated June 6, 2002 to Agreement for establishing a credit line # 250 of May 6, 2002 Appendix # 3 to Agreement for establishing a credit line # 250 of May 6, 2002 Methods of ensuring fulfillment of the Company's Obligations under the Agreement - ------------ ----------------------------------------------------------------------- --------------------------------- Item No. Method of ensuring Date by which security it to be provided - ------------ ----------------------------------------------------------------------- --------------------------------- 1. Pledge of money on the savings account with Kazkommertsbank OJSC in June 26, 2002 the amount of 2,597,000,000 (two billion five hundred ninety-seven million tenge) - ------------ ----------------------------------------------------------------------- --------------------------------- 2. Guarantee of Chaparral Resources, Inc. June 26, 2002 - ------------ ----------------------------------------------------------------------- --------------------------------- 3. Pledge of all shares of Closed joint-stock company Karakudukmunay June 26, 2002 belonging to Central Asia Petroleum (Guernsey) Limited (shares of first issue numbering 100,000 [one hundred thousand], nominal value of one share is 75 (seventy five) tenge, NIN KZ1C32430216). - ------------ ----------------------------------------------------------------------- --------------------------------- - ------------------------------------------------------------ --------------------------------------------------------- Bank Borrower - ------------------------------------------------------------ --------------------------------------------------------- --------------- --------------- - ------------------------------------------------------------ ---------------------------------------------------------
Appendix # 2 to Additional agreement dated June 6, 2002 to Agreement for establishing a credit line # 250 of May 6, 2002 Appendix # 4 to Agreement for establishing a credit line # 250 of May 6, 2002 Additional (including financial) Obligations of the Company: 1. Obtaining a written consent of Shell Capital Services Limited to conclusion of the Agreement for establishing a credit line between Kazkommertsbank OJSC and Closed joint-stock company Karakudukmunay with a limit of 33,000,000 (thirty three million) US dollars within 51 days of concluding this Agreement; 2. Obtaining a written consent of The Law Debenture Trust Corporation p.l.s. to participation of Central Asia Petroleum (Guernsey) Limited in the general shareholders meeting of the Closed joint-stock company Karakudukmunay that was held on April 19 and 20, 2002, and also confirming the right of Central Asia Petroleum (Guernsey) Limited to vote with the shares pledged to The Law Debenture Trust Corporation p.l.s. within 51 days of concluding this Agreement; 3. Signing a debt subordination agreement within 51 days of concluding this Agreement. - ------------------------------------------------------------ --------------------------------------------------------- Bank Borrower - ------------------------------------------------------------ --------------------------------------------------------- --------------- --------------- - ------------------------------------------------------------ ---------------------------------------------------------