==========================================================================
CRI-CAP(D) PLEDGE AGREEMENT
CHAPARRAL RESOURCES, INC.
as Pledgor
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
as Security Trustee
Dated 7 February 2000
==========================================================================
WHITE & CASE
▇-▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
THIS PLEDGE AGREEMENT (this "Agreement") is dated as of 7 February 2000
and is made by CHAPARRAL RESOURCES, INC., a corporation organized and
existing under the laws of Delaware (the "Pledgor") and THE LAW DEBENTURE
TRUST CORPORATION P.L.C., a corporation organized and existing under the
laws of England, acting as security trustee for the Finance Parties (as
defined in the Loan Agreement) (the "Security Trustee"). Except as
otherwise defined herein, terms used herein and defined in the Loan
Agreement (as defined below) shall be used herein as so defined, and
references herein to Sections shall, unless defined, be to Sections of this
Agreement. References in this Agreement to this "Agreement" or any other
deed, agreement or instrument including, without limitation, the Loan
Agreement are references to this Agreement or, as the case may be, to the
relevant deed, agreement or instrument as amended, supplemented, replaced
or novated from time to time and include references to any document which
amends, supplements, replaces, novates or is entered into, made or given
pursuant to, or in accordance with, any of the terms of this Agreement or,
as the case may be, the relevant deed, agreement or instrument.
W I T N E S S E T H :
WHEREAS, the Pledgor, the Co-Obligors, Shell Capital Limited,
Shell Capital Services Limited and the Lenders have entered into a Loan
Agreement, dated as of 1 November, 1999 (as modified, supplemented or
amended from time to time, the "Loan Agreement"), providing for the making
of Advances as contemplated therein;
WHEREAS, at the request of the Facility Agent, the Security
Trustee has agreed to act as trustee under the Security Trust Deed and to
hold the benefit of the security constituted by or pursuant to the Security
Documents and the covenants and obligations of the Obligors under the
Security Documents on trust for the Finance Parties;
WHEREAS, it is a condition precedent to the making of Advances
under the Loan Agreement that the Pledgor shall have executed and delivered
to the Security Trustee this Agreement; and
WHEREAS, the Pledgor desires to execute this Agreement to satisfy
the condition described in the preceding paragraph.
NOW, THEREFORE, in consideration of the benefits accruing to the
Pledgor, the receipt and sufficiency of which are hereby acknowledged, the
Pledgor hereby makes the following representations and warranties to the
Security Trustee and hereby covenants and agrees with the Security Trustee
as follows:
1. SECURITY. This Agreement is for the benefit of the
Security Trustee as trustee for and on behalf of the Finance Parties to
secure the payment by the Obligors of all moneys and liabilities (whether
actual or contingent) which are now or may at any time hereafter be due,
owing or payable to any of the Finance Parties from or by the Obligors
under or in connection with (i) the Loan Agreement, (ii) this Agreement, or
(iii) any other Finance Document, together with all legal and other costs,
charges and expenses which any of the Finance Parties may incur in
enforcing or obtaining or attempting to enforce and obtain, payment of any
such moneys and liabilities (collectively, the "Secured Liabilities").
2. DEFINITION OF STOCK. As used herein, the term "Stock" shall
mean all of the issued and outstanding shares of capital stock of Central
Asian Petroleum, Inc., a corporation organized and existing under the laws
of Delaware (the "Principal Corporation") at any time owned by the Pledgor.
The Pledgor represents and warrants that on the date hereof (a) the Stock
consists of the number and type of shares of the capital stock of the
Principal Corporation as described in Annex A and (b) such Stock
constitutes that percentage of the issued and outstanding capital stock of
the Principal Corporation as is set forth in Annex A.
3. PLEDGE OF STOCK, ETC.
3.1 PLEDGE. To secure the Secured Liabilities and for the
purposes set forth in Section 1, the Pledgor: (a) hereby grants to the
Security Trustee a security interest in all of the Collateral (as defined
in Section 3.4); (b) hereby pledges and deposits as security with the
Security Trustee (except as otherwise permitted below) the Stock owned by
the Pledgor on the date hereof and delivers to the Security Trustee
certificates therefor accompanied by stock powers duly executed in blank by
the Pledgor or such other instruments of transfer as are acceptable to the
Security Trustee; and (c) hereby assigns, transfers, hypothecates,
mortgages, charges and sets over to the Security Trustee all of the
Pledgor's right, title and interest in and to such Stock (and in and to the
certificates or instruments evidencing such Stock), to be held by the
Security Trustee upon the terms and conditions set forth in this Agreement.
3.2 SUBSEQUENTLY ACQUIRED STOCK. If the Pledgor shall acquire
(by purchase, stock dividend or otherwise) any additional Stock at any time
or from time to time after the date hereof, the Pledgor will forthwith
pledge and deposit such Stock as security with the Security Trustee and
deliver to the Security Trustee certificates therefor accompanied by stock
powers duly executed in blank by the Pledgor or such other instruments of
transfer as are acceptable to the Security Trustee, and will promptly
thereafter deliver to the Security Trustee a certificate executed by any of
the President, any Vice President, or the Treasurer of the Pledgor
describing such Stock and certifying that the same has been duly pledged
with the Security Trustee hereunder.
3.3 UNCERTIFICATED STOCK. Notwithstanding anything to the
contrary contained in Sections 3.1 and 3.2, if any Stock (whether now owned
or hereafter acquired) is evidenced by an uncertificated security, the
Pledgor shall promptly notify the Security Trustee thereof and shall
promptly take all actions required to perfect the security created hereby
in favour of the Security Trustee under applicable law. The Pledgor
further agrees to take such actions as the Security Trustee deems necessary
or desirable to effect the foregoing and to permit the Security Trustee to
exercise any of its rights and remedies hereunder, and agrees to provide an
opinion of counsel satisfactory to the Security Trustee with respect to any
such pledge of uncertificated Stock promptly upon request of the Security
Trustee.
3.4 DEFINITIONS OF PLEDGED STOCK AND COLLATERAL. All Stock
pledged hereunder is hereinafter called the "Pledged Stock," and the
Pledged Stock, together with all proceeds thereof, including any securities
and moneys received and at any time held by the Security Trustee hereunder,
is hereinafter called the "Collateral."
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Security
Trustee shall have the right with the consent of the Majority Lenders to
appoint one or more sub-agents for the purpose of retaining physical
possession of the Pledged Stock, which may be held (at the discretion of
the Security Trustee) in the name of the Pledgor, endorsed or assigned in
blank or in favor of the Security Trustee or any nominee or nominees of the
Security Trustee or a sub-agent appointed by the Security Trustee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
an Event of Default shall have occurred and be continuing, the Pledgor
shall be entitled to vote any and all Pledged Stock and to give consents,
waivers or ratifications in respect thereof, provided that no vote shall be
cast or any consent, waiver or ratification given or any action taken which
would violate or be inconsistent with any of the terms of this Agreement,
any other Finance Document or any other instrument or agreement referred to
herein or therein, or which would have the effect of impairing the position
or interests of the Security Trustee or any other Finance Party. All such
rights of the Pledgor to vote and to give consents, waivers and
ratifications shall cease in case an Event of Default shall occur and be
continuing, and Section 7 shall become applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an
Event of Default shall have occurred and be continuing, all cash dividends
payable in respect of the Pledged Stock shall be paid to the Pledgor,
provided that all cash dividends payable in respect of the Pledged Stock
which are determined by the Security Trustee, in its absolute discretion,
to represent in whole or in part an extraordinary, liquidating or other
distribution in return of capital shall be paid to the Security Trustee and
retained by it as part of the Collateral. The Security Trustee shall also
be entitled to receive directly, and to retain as part of the Collateral:
(a) all other or additional stock or securities or property
(other than cash) paid or distributed by way of dividend in respect of the
Pledged Stock;
(b) all other or additional stock or other securities or
property (including cash) paid or distributed in respect of the Pledged
Stock by way of stock-split, spin-off, split-up, reclassification,
combination of shares or similar rearrangement; and
(c) all other or additional stock or other securities or
property which may be paid in respect of the Collateral by reason of any
consolidation, merger, exchange of stock, conveyance of assets, liquidation
or similar corporate reorganization.
7. REMEDIES IN CASE OF EVENT OF DEFAULT. In case an Event of
Default shall have occurred and be continuing, the Security Trustee shall
be entitled to exercise all of the rights, powers and remedies (whether
vested in it by this Agreement or any other Finance Document or by law) for
the protection and enforcement of its rights in respect of the Collateral,
and the Security Trustee shall be entitled, without limitation, to exercise
the following rights, which the Pledgor hereby agrees to be commercially
reasonable:
(a) to receive all amounts payable in respect of the Collateral
otherwise payable under Section 6 to the Pledgor;
(b) to transfer all or any part of the Pledged Stock into the
Security Trustee's name or the name of its nominee or nominees;
(c) to vote all or any part of the Pledged Stock (whether or not
transferred into the name of the Security Trustee) and give all consents,
waivers and ratifications in respect of the Collateral and otherwise act
with respect thereto as though it were the outright owner of the Collateral
(the Pledgor hereby irrevocably constituting and appointing the Security
Trustee the proxy and attorney-in-fact of the Pledgor, with full power of
substitution to do so); and
(d) at any time or from time to time to sell, assign and
deliver, or grant options to purchase, all or any part of the Collateral,
or any interest therein, at any public or private sale, without demand of
performance, advertisement or notice of intention to sell or of the time or
place of sale or adjournment thereof or to redeem or otherwise (all of
which are hereby waived by the Pledgor), for cash, on credit or for other
property, for immediate or future delivery without any assumption of credit
risk, and for such price or prices and on such terms as the Security
Trustee acting on the instructions of the Facility Agent may determine,
provided that at least 10 days' notice of the time and place of any such
sale shall be given to the Pledgor. The Pledgor hereby waives and releases
to the fullest extent permitted by law any right or equity of redemption
with respect to the Collateral, whether before or after sale hereunder, and
all rights, if any, of marshalling the Collateral and any other security
for the Secured Liabilities or otherwise. At any such sale, unless
prohibited by applicable law, the Security Trustee on behalf of the other
Finance Parties may bid for and purchase all or any part of the Collateral
so sold free from any such right or equity of redemption. Neither the
Security Trustee nor any of the Finance Parties shall be liable for failure
to collect or realize upon any or all of the Collateral or for any delay in
so doing nor shall any of them be under any obligation to take any action
whatsoever with regard thereto.
8. APPLICATION OF PROCEEDS. All moneys collected by the
Security Trustee upon any sale or other disposition of the Collateral,
together with all other moneys received by the Security Trustee hereunder,
shall be applied to the payment of all costs and expenses incurred by the
Security Trustee in connection with such sale, the delivery of the
Collateral or the collection of any such moneys (including, without
limitation, attorneys' fees and expenses), and the balance of such moneys
shall be applied by the Security Trustee to the Secured Liabilities in such
order as the Security Trustee may elect or as may otherwise be agreed by
the Finance Parties. Any amounts remaining after all the Secured
Liabilities have been paid or discharged in full, shall be paid to the
Pledgor.
9. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Security Trustee hereunder (whether by virtue of the power of sale
herein granted, pursuant to judicial process or otherwise), the receipt of
the Security Trustee or the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold, and
such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Security
Trustee or such officer or be answerable in any way for the misapplication
or nonapplication thereof.
10. INDEMNITY. The Security Trustee and every sub-agent,
nominee or nominees appointed by the Security Trustee hereunder shall be
entitled to be indemnified at all times out of the Collateral in respect of
all liabilities and expenses incurred by any of them in the execution or
purported execution of any of their respective rights and against all
actions, proceedings, costs, claims and demands in respect of any matter or
thing done or omitted in any way relating to the Collateral, and the
Security Trustee and any such sub-agent, nominee or nominees appointed by
the Security Trustee hereunder may retain and pay all sums in respect of
the same out of any moneys received.
11. FURTHER ASSURANCES. The Pledgor agrees that it
will join with the Security Trustee in executing and, at its own expense,
file and refile under the Uniform Commercial Code such financing
statements, continuation statements and other documents in such offices as
the Security Trustee may deem necessary or desirable and wherever required
or permitted by law in order to perfect and preserve the Security Trustee's
security in the Collateral and hereby authorizes the Security Trustee to
file financing statements and amendments thereto relative to all or any
part of the Collateral without the signature of the Pledgor where permitted
by law, and agrees to do such further acts and things and to execute and
deliver to the Security Trustee such additional conveyances, assignments,
agreements and instruments as the Security Trustee may require or deem
advisable to carry into effect the purposes of this Agreement or to further
assure and confirm unto the Security Trustee its rights, powers and
remedies hereunder.
12. THE SECURITY TRUSTEE AS AGENT. The Security Trustee
will hold in trust in accordance with this Agreement all items of the
Collateral at any time received under this Agreement. It is expressly
understood and agreed that the obligations of the Security Trustee as
holder of the Collateral and interests therein and with respect to the
disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement.
13. TRANSFER BY THE PLEDGOR. The Pledgor will not sell or
otherwise dispose of, grant any option with respect to, or create, incur,
assume or suffer to exist any Security Interest on any portion of the
Collateral (except the Security Interest created by this Agreement).
14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR.
The Pledgor represents and warrants that: (a) it is the legal, record and
beneficial owner of, and has good and marketable title to, the Stock
described in Section 2 hereof, subject to no Security Interest (except the
Security Interest created by this Agreement); (b) it has full power,
authority and legal right to pledge all such Stock pursuant to this
Agreement; (c) all the shares of such Stock have been duly and validly
issued, are fully paid and nonassessable; (d) this Agreement and the
delivery of the certificates evidencing the Stock to the Security Trustee
accompanied by stock powers duly executed in blank by the Pledgor creates,
as security for the Secured Liabilities, a valid and enforceable perfected
Security Interest on all of the Collateral, in favor of the Security
Trustee for the benefit of the Security Trustee, and the other Finance
Parties, subject to no Security Interest in favor of any other person; and
(e) no consent, filing, recording or registration is required to perfect
the Security Interest purported to be created by this Agreement. The
Pledgor covenants and agrees that it will defend the Security Trustee's
right, title and security in and to the Collateral against the claims and
demands of all persons; and the Pledgor covenants and agrees that it will
have like title to and right to pledge to the Security Trustee any other
property at any time hereafter pledged to the Security Trustee as
Collateral hereunder.
15. PLEDGOR'S OBLIGATIONS ABSOLUTE, ETC. The obligations of the
Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation: (a)
any renewal, extension, amendment or modification of, or addition or
supplement to or deletion from, any of the Finance Documents or any other
instrument or agreement referred to therein, or any assignment or transfer
of any thereof; (b) any waiver, consent, extension, indulgence or other
action or inaction under or in respect of any such instrument or agreement
or this Agreement or any exercise or non-exercise of any right, remedy,
power or privilege under or in respect of this Agreement or any other
Finance Document; (c) any furnishing of any additional security to the
Security Trustee or any acceptance thereof or any sale, exchange, release,
surrender or realization of or upon any security by the Security Trustee;
or (d) any invalidity, irregularity or unenforceability of all or part of
the Secured Liabilities or of any security therefor.
16. REGISTRATION, ETC. (a) If an Event of Default shall have
occurred and be continuing and the Pledgor shall have received from the
Security Trustee a written request or requests that the Pledgor cause any
registration, qualification or compliance under any federal or state
securities law or laws to be effected with respect to the sale or transfer
of all or any part of the Pledged Stock, the Pledgor as soon as practicable
and at its expense will use its best efforts to cause such registration to
be effected (and be kept effective) and will use its best efforts to cause
such qualification and compliance to be effected (and be kept effective) as
may be so requested and as would permit or facilitate the sale and
distribution of such Pledged Stock, including, without limitation,
registration under the Securities Act of 1933, as then in effect (or any
similar statute then in effect), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate
compliance with any other government requirements, provided that the
Security Trustee shall furnish to the Pledgor such information regarding
the Security Trustee as the Pledgor may request in writing and as shall be
required in connection with any such registration, qualification or
compliance. The Pledgor will cause the Security Trustee to be kept advised
in writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, will furnish to the Security
Trustee such number of prospectuses, offering circulars or other documents
incident thereto as the Security Trustee from time to time may reasonably
request, and will indemnify the Security Trustee and all others
participating in the distribution of such Pledged Stock against all losses,
liabilities, claims or damages caused by any untrue statement (or alleged
untrue statement) of a material fact contained therein (or in any related
registration statement, notification or the like prepared and disseminated
by the Pledgor or the Principal Corporation) or by any omission (or alleged
omission) to state therein (or in any related registration statement,
notification or the like prepared and disseminated by the Pledgor or the
Principal Corporation) a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as
the same may have been caused by an untrue statement or omission based upon
information furnished in writing to the Pledgor by the Security Trustee
expressly for use therein.
(b) If at any time when the Security Trustee shall, acting on
the instructions of the Facility Agent, determine to exercise its right to
sell or transfer all or any part of the Pledged Stock pursuant to Section
7, and such Pledged Stock or the part thereof to be sold or transferred
shall not, for any reason whatsoever, be effectively registered under the
Securities Act of 1933, as then in effect, the Security Trustee may, acting
on the instructions of the Facility Agent, sell or transfer such Pledged
Stock or part thereof by private sale in such manner and under such
circumstances as the Security Trustee may deem necessary or advisable in
order that such sale or transfer may legally be effected without such
registration, provided that at least 10 days' notice of the time and place
of any such sale shall be given to the Pledgor. Without limiting the
generality of the foregoing, in any such event the Security Trustee, acting
on the instructions of the Facility Agent (i) may proceed to make such
private sale notwithstanding that a registration statement for the purpose
of registering such Pledged Stock or part thereof shall have been filed
under such Securities Act, (ii) may approach and negotiate with a single
possible purchaser to effect such sale or transfer and (iii) may restrict
such sale or transfer to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a
view to the distribution or sale of such Pledged Stock or part thereof. In
the event of any such sale or transfer, the Security Trustee shall incur no
responsibility or liability for selling or transferring all or any part of
the Pledged Stock at a price which the Security Trustee, acting on the
instructions of the Facility Agent, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under
the circumstances, notwithstanding the possibility that a substantially
higher price might be realized if the sale or transfer were deferred until
after registration as aforesaid.
17. TERMINATION AND RELEASE. After all the Secured Liabilities
have been paid in full and irrevocably discharged, this Agreement shall
terminate, and the Security Trustee, at the request and expense of the
Pledgor, will execute and deliver to the Pledgor a proper instrument or
instruments acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to the Pledgor
(without recourse and without any representation or warranty) such of the
Collateral as may be in the possession of the Security Trustee and has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any moneys at the time held by the Security
Trustee hereunder.
18. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND SHALL BE GOVERNED BY THE LAW OF THE STATE OF DELAWARE
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH LAWS WHICH WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF DELAWARE.
19. JURISDICTION. (a) FOR THE EXCLUSIVE BENEFIT OF THE
SECURITY TRUSTEE, THE PLEDGOR IRREVOCABLY AGREES THAT THE COURTS OF THE
STATE OF DELAWARE HAVE JURISDICTION TO SETTLE ANY DISPUTES WHICH MAY ARISE
OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THAT ACCORDINGLY ANY SUIT,
ACTION OR PROCEEDINGS (TOGETHER IN THIS SECTION 19 REFERRED TO AS
"PROCEEDINGS") ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE
BROUGHT IN SUCH COURTS, SUBJECT TO THE OPTION REFERRED TO IN SECTION 22.
(b) THE PLEDGOR IRREVOCABLY WAIVES AND AGREES NOT TO RAISE ANY
OBJECTION WHICH IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OF
ANY PROCEEDINGS IN ANY SUCH COURT AS IS REFERRED TO IN THIS SECTION 19 AND
ANY CLAIM THAT ANY SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT OR
IN APPROPRIATE FORUM AND FURTHER IRREVOCABLY AGREES THAT A JUDGMENT IN ANY
PROCEEDINGS BROUGHT IN THE COURTS OF THE STATE OF DELAWARE SHALL BE
CONCLUSIVE AND BINDING UPON THE PLEDGOR AND MAY BE ENFORCED IN THE COURTS
OF ANY OTHER JURISDICTION.
(c) NOTHING CONTAINED IN THIS SECTION 19 SHALL LIMIT THE RIGHT
OF THE SECURITY TRUSTEE TO TAKE PROCEEDINGS AGAINST THE PLEDGOR IN ANY
OTHER COURT OF COMPETENT JURISDICTION, NOR SHALL THE TAKING OF PROCEEDINGS
IN ONE OR MORE JURISDICTIONS PRECLUDE THE TAKING OF PROCEEDINGS IN ANY
OTHER JURISDICTION, WHETHER CONCURRENTLY OR NOT.
20. WAIVER OF IMMUNITY. TO THE EXTENT THAT THE PLEDGOR MAY NOW
OR HEREAFTER BE ENTITLED, IN ANY JURISDICTION IN WHICH PROCEEDINGS MAY AT
ANY TIME BE COMMENCED WITH RESPECT TO THIS AGREEMENT, TO CLAIM FOR ITSELF
OR ANY OF ITS UNDERTAKINGS, PROPERTIES, ASSETS OR REVENUES PRESENT OR
FUTURE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM SUIT, JURISDICTION OF ANY
COURT, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A
JUDGMENT, EXECUTION OF A JUDGMENT OR FROM SET-OFF, BANKER'S LIEN,
COUNTERCLAIM OR ANY OTHER LEGAL PROCESS OR REMEDY WITH RESPECT TO ITS
OBLIGATIONS UNDER THIS AGREEMENT AND/OR TO THE EXTENT THAT IN ANY SUCH
JURISDICTION THERE MAY BE ATTRIBUTED TO THE PLEDGOR, ANY SUCH IMMUNITY
(WHETHER OR NOT CLAIMED), THE PLEDGOR HEREBY TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW IRREVOCABLY AGREES NOT TO CLAIM, AND HEREBY TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WAIVES, ANY SUCH IMMUNITY.
21. CONSENT TO ENFORCEMENT. THE PLEDGOR CONSENTS GENERALLY IN
RESPECT OF ANY PROCEEDINGS TO THE GIVING OF ANY RELIEF OR THE ISSUE OF ANY
PROCESS IN CONNECTION WITH SUCH PROCEEDINGS INCLUDING THE MAKING,
ENFORCEMENT OR EXECUTION AGAINST ANY PROPERTY WHATSOEVER (IRRESPECTIVE OF
ITS USE OR INTENDED USE) OF ANY ORDER OR JUDGMENT WHICH MAY BE MADE OR
GIVEN IN SUCH PROCEEDINGS.
22. ARBITRATION. IF ANY DISPUTE ARISES IN RELATION TO THIS
AGREEMENT, INCLUDING ANY QUESTION AS TO EXISTENCE, VALIDITY OR TERMINATION,
SUCH DISPUTE SHALL, AT THE OPTION ONLY OF THE SECURITY TRUSTEE ACTING ON
THE INSTRUCTIONS OF THE MAJORITY LENDERS, BE REFERRED TO AND FINALLY
RESOLVED BY ARBITRATION UNDER THE RULES OF THE LONDON COURT OF
INTERNATIONAL ARBITRATION WHICH ARE APPLICABLE AT THE TIME OF REFERENCE TO
THE ARBITRATION AND ARE DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS
SECTION 22. SUCH ARBITRATION SHALL TAKE PLACE IN LONDON, ENGLAND AND SHALL
BE CONDUCTED BY THREE ARBITRATORS, ONE OF WHOM SHALL BE NOMINATED BY THE
PLEDGOR, ONE BY THE SECURITY TRUSTEE AND THE THIRD TO BE AGREED BETWEEN THE
TWO ARBITRATORS SO NOMINATED AND IN DEFAULT SHALL BE NOMINATED BY THE
PRESIDENT OF THE LONDON COURT OF INTERNATIONAL ARBITRATION. THE LANGUAGE
IN WHICH SUCH ARBITRATION SHALL BE CONDUCTED SHALL BE ENGLISH. ANY AWARD
RENDERED SHALL BE FINAL AND BINDING ON THE PARTIES THERETO AND MAY BE
ENTERED INTO ANY COURT HAVING JURISDICTION OR APPLICATION MAY BE MADE TO
SUCH COURT FOR AN ORDER OF ENFORCEMENT AS THE CASE MAY REQUIRE. NO PARTY
MAY APPEAL TO ANY COURT FROM ANY AWARD OR DECISION OF THE ARBITRAL TRIBUNAL
AND, IN PARTICULAR, BUT WITHOUT LIMITATION, NO APPLICATIONS MAY BE MADE
UNDER SECTION 45 OF THE ARBITRATION ▇▇▇ ▇▇▇▇ AND NO APPEAL MAY BE MADE
UNDER SECTION 69 OF THE SAID ACT.
23. NOTICES. (a) All notices or other communications shall be
in writing addressed to the relevant party. A written notice includes a
facsimile transmission. Any such notice shall be deemed to be given as
follows:
(i) if by personal delivery or letter, when delivered; and
(ii) if by facsimile, when the answerback is received.
However, a notice given in accordance with the above but received
on a non-working day or after business hours in the place of receipt shall
only be deemed to be given on the next working day in that place.
(b) The address and facsimile number of the Security Trustee
are:
The Law Debenture Trust Corporation p.l.c.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: The Manager, Trust Management
Facsimile: ▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇/▇▇▇▇ ▇▇▇▇
or such other as the Security Trustee may notify to the Pledgor by not less
than five Business Days' notice.
(c) The address and facsimile number of the Pledgor are:
Chaparral Resources, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇ ▇▇▇▇
or such other as the Pledgor may notify to the Security Trustee by not less
than five Business Days' notice.
(d) Each communication and document made or delivered by one party to
another pursuant to this Agreement shall be in the English language or
accompanied by a translation thereof into English certified (by an officer
of the person making or delivering the same) as being a true and accurate
translation thereof.
24. MISCELLANEOUS. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, that the Pledgor may not
assign or transfer any of its rights or obligations hereunder. This
Agreement may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. The headings of the
several sections and subsections in this Agreement are inserted for
convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. This Agreement may be
executed in any number of counterparts and by the different parties hereto
on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Pledgor and the Security Trustee have
caused this Agreement to be executed by their representatives duly
authorized as of the date first above written.
CHAPARRAL RESOURCES, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
In the presence of:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Witness
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
The COMMON SEAL of
THE LAW DEBENTURE TRUST
CORPORATION p.l.c.
was hereunto affixed in the presence of:
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Title: Director
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorised Signatory
ANNEX A to
CRI-CAP(D)
PLEDGE AGREEMENT
LIST OF STOCK
PERCENTAGE OF
OUTSTANDING
NUMBER OF SHARES OF
NAME OF ISSUING CORPORATION TYPE OF SHARES SHARES CAPITAL STOCK
--------------------------- --------------- --------- --------------
Common Stock,
Central Asian Petroleum, Inc. no par value 1500 100%
TABLE OF CONTENTS
PAGE
1. SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITION OF STOCK. . . . . . . . . . . . . . . . . . . . . . . 2
3. PLEDGE OF STOCK, ETC. . . . . . . . . . . . . . . . . . . . . . . 2
3.1 Pledge. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Subsequently Acquired Stock. . . . . . . . . . . . . . . . . 2
3.3 Uncertificated Stock. . . . . . . . . . . . . . . . . . . . 2
3.4 Definitions of Pledged Stock and Collateral. . . . . . . . . 2
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. . . . . . . . . . . 3
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. . . . . . . . . . . . . 3
6. DIVIDENDS AND OTHER DISTRIBUTIONS. . . . . . . . . . . . . . . . 3
7. REMEDIES IN CASE OF EVENT OF DEFAULT. . . . . . . . . . . . . . . 3
8. APPLICATION OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . 4
9. PURCHASERS OF COLLATERAL. . . . . . . . . . . . . . . . . . . . . 4
10. INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
11. FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . . . 5
12. THE SECURITY TRUSTEE AS AGENT. . . . . . . . . . . . . . . . . . 5
13. TRANSFER BY THE PLEDGOR. . . . . . . . . . . . . . . . . . . . . 5
14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. . . . . 5
15. PLEDGOR'S OBLIGATIONS ABSOLUTE, ETC. . . . . . . . . . . . . . . 6
16. REGISTRATION, ETC. . . . . . . . . . . . . . . . . . . . . . . . 6
17. TERMINATION AND RELEASE. . . . . . . . . . . . . . . . . . . . . 7
18. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . 7
19. JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
20. WAIVER OF IMMUNITY. . . . . . . . . . . . . . . . . . . . . . . . 8
21. CONSENT TO ENFORCEMENT. . . . . . . . . . . . . . . . . . . . . . 8
22. ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
23. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
24. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 10
