EX-99 3 amend_ex99.txt AMENDMENT TO WARRANTY AGREEMENT 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 -1- 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. -2- 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. -3- 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/ Michael B. Young ------------------------------ Name: Michael B. Young Title: Treasurer Address for Notices: Chaparral Resources, Inc. 16945 Northchase Drive, Suite 1440 Houston, TX 77060 Attn: President Telephone: 281-877-7100 Fax: 281-877-0989 SHELL CAPITAL LIMITED By: /s/ Roderick Innes Owen ------------------------------ Name: Roderick Innes Owen Title: Attorney in Fact Address for Notices: Shell Capital Limited Shell Centre London SE1 7NA England Attn: The Financial Controller Tel: Fax: 44-207-934-7058 -4-