EX-10.1 3 chapex10-1.txt WAIVER LETTER EXHIBIT 10.1 Shell Capital Letterhead August 13, 2001 Mr. Michael B. Young Treasurer Chaparral Resources, Inc. 16945 Northchase Drive Suite 1620 Houston, Texas 77060 Re: Waiver of Default Dear Michael: By letter dated August 9, 2001, Chaparral Resources, Inc. ("Chaparral") advised us that KKM has failed to pay trade payables in an amount of $151,764 for an excess of 90 days. Under Section 17.4(a) of the Loan Agreement dated November 1, 1999, as amended May 31, 2001, among Chaparral Resources, Inc., as Borrower, Central Asian Petroleum (Guernsey) Limited, Central Asian Petroleum, Inc. and Closed Type JSC Karakudukmunay as Co-Obligors, Shell Capital Services Limited, as Arranger, Facility Agent and Modeller, Shell Capital Inc. as Bridge Lender, and the Lenders listed therein, the failure to timely pay such obligations is an event of default. Shell Capital Inc. hereby confirms that it will forego exercising its rights arising from such default through September 30, 2001. You also advised that Chaparral's common stock was delisted from NASDAQ trading on August 9, 2001. Such delisting is a violation of Section 16.1(b) of the Loan Agreement. Shell Capital hereby confirms that it will forego exercising its rights arising from such default. These waivers shall immediately terminate upon the occurrence of any further or other event of default under the Loan Agreement. For the avoidance of doubt, these waivers do not constitute any actual or implied waiver of any right or remedy of the Finance Parties (as defined in the amended Loan Agreement) that may arise upon any further or other event of default under the Loan Agreement. Regards, /s/ Michael Keener ------------------ Michael Keener Director, Business Development Shell Capital Inc.