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ACCOUNTS AGREEMENT
among
CHAPARRAL RESOURCES, INC.
CENTRAL ASIAN PETROLEUM (GUERNSEY) LIMITED
and
CLOSED TYPE JSC KARAKUDUKMUNAY
as Accountholders
and
SHELL CAPITAL SERVICES LIMITED
as Facility Agent
and
ABN AMRO BANK N.V., LONDON BRANCH
as Accounts Bank
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
as Security Trustee
8 February, 2000
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White & Case
▇-▇▇ ▇▇▇▇▇▇▇▇
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This ACCOUNTS AGREEMENT (this "Agreement") is dated 8 February, 2000
between:
(1) CHAPARRAL RESOURCES, INC., a company organised and existing under
the laws of the state of Delaware, as borrower (the "BORROWER");
(2) CENTRAL ASIAN PETROLEUM (GUERNSEY) LIMITED, a company organised
and existing under the laws of Guernsey ("CAP (G)");
(3) CLOSED TYPE JSC KARAKUDUKMUNAY, a company organised and existing
under the laws of the Republic of Kazakhstan ("KKM");
(4) SHELL CAPITAL SERVICES LIMITED, a company organised and existing
under the laws of England, acting as the facility agent for the Lenders
(the "Facility Agent");
(5) ABN AMRO BANK N.V., a company organised and existing under the
laws of the Netherlands, acting through its London branch as the accounts
bank (the "Accounts Bank"); and
(6) THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company organised
and existing under the laws of England, acting as security trustee for the
Lenders (the "Security Trustee").
W H E R E A S:
(A) Pursuant to a loan agreement dated 1 November, 1999 (the "Loan
Agreement") between the Borrower, the Co-Obligors, Shell Capital Limited,
Shell Capital Services Limited and the Lenders (as such terms are defined
therein), the Lenders have agreed to make available to the Borrower secured
loan facilities in an aggregate principal amount not exceeding
US$24,000,000 on the terms and subject to the conditions contained in the
Loan Agreement.
(B) This Agreement sets out the terms and conditions of the
establishment, operation and maintenance of certain bank accounts to be
opened by the Borrower, CAP(G) and KKM.
(C) It is a condition precedent to the Lenders making the Facilities
available to the Borrower that the Borrower, CAP(G) and KKM enter into this
Agreement.
(D) 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.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS:
1. DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS
Words and expressions defined in the Loan Agreement shall bear the
same meanings when used in this Agreement (including the recitals) unless
otherwise defined in this Agreement. The following words have the meanings
shown opposite them:
"Accountholders" means the Borrower, CAP(G) and KKM.
"Account Request" means a written payment request given to the
Facility Agent in respect of a Charged Account substantially in the
appropriate form set out in Parts I to VIII of Schedule 1, or in such other
form as may be agreed between the Facility Agent and the Borrower, and
signed by an Authorised Signatory of the person giving such request.
"Authorised Investments" means (i) cash deposits at a bank in London
having at the time of the deposit capital and surplus of at least
$1,000,000,000 (or the equivalent in any other currency) and having a long-
term debt rating of A or better by Standard & Poor's Rating Group or A2 or
better by ▇▇▇▇▇'▇ Investors Service Limited, or A by Duff & ▇▇▇▇▇▇ Credit
Rating Co., provided that such deposit is in Dollars and is callable on not
more than one months' notice without penalty or otherwise matures on the
last Business Day of the succeeding calendar month and (ii) shares or units
in a money market investment fund company approved by the Facility Agent
with total assets under management of at least $500,000,000 (or the
equivalent in any other currency) and having a money market fund rating of
AAAm by Standard & Poor's Ratings Services or Aaa/MR1+ by ▇▇▇▇▇'▇ Investor
Services Inc., provided that such shares are held in the Dollar fund of the
investment company and are redeemable within one Business Day.
"Bank Instruction" means:
(a) an instruction given by the Facility Agent to the Accounts Bank
in respect of a Charged Account in the form set out in Part IX(A)
(BANK INSTRUCTION) of Schedule 1 (or in such other form as may be
agreed between the Facility Agent and the Accounts Bank); or
(b) an instruction given by the Facility Agent to the Accounts Bank
in respect of an Authorised Investment in the form set out in Part
IX(B) (BANK INSTRUCTION) of Schedule 1 (or in such other form as may
be agreed between the Facility Agent and the Accounts Bank); or
(c) any other written instruction given by the Facility Agent to the
Accounts Bank pursuant to this Agreement.
"CAP(G) Disbursement Account" means the account so designated and
maintained pursuant to Clause 2.1(b)(i) (ESTABLISHMENT OF THE CHARGED
ACCOUNTS).
"CAP(G) Receipts Account" means the account so designated and
maintained pursuant to Clause 2.1(b)(ii) (ESTABLISHMENT OF THE CHARGED
ACCOUNTS).
"Charged Accounts" means the KKM Proceeds Account, the CAP(G)
Disbursement Account, the CAP(G) Receipts Account, the CRI Disbursement
Account, the CRI Receipts Account and the CRI Debt Service Reserve Account.
"CRI Debt Service Reserve Account" means the account so designated and
to be maintained pursuant to Clause 2.1(c)(iii) (ESTABLISHMENT OF THE
CHARGED ACCOUNTS).
"CRI Disbursement Account" means the account so designated and to be
maintained pursuant to Clause 2.1(c)(i) (ESTABLISHMENT OF THE CHARGED
ACCOUNTS).
"CRI Operating Account" means the account so designated and to be
maintained pursuant to Clause 2.4 (ESTABLISHMENT OF THE CRI OPERATING
ACCOUNT).
"CRI Receipts Account" means the account so designated and to be
maintained pursuant to Clause 2.1(c)(ii) (ESTABLISHMENT OF THE CHARGED
ACCOUNTS).
"Default Notice" means a notice given by the Facility Agent to the
Borrower and the Accounts Bank substantially in the form of Part I (DEFAULT
NOTICE) of Schedule 2.
"Default Revocation Notice" means a notice given by the Facility Agent
to the Borrower and the Accounts Bank substantially in the form of Part II
(DEFAULT REVOCATION NOTICE) of Schedule 2.
"Facility Agent's Account" means the account of the Facility Agent at
such office or bank as it may notify to the Borrower from time to time for
the purpose of receiving payments from the Borrower for and on behalf of
the Finance Parties under the Finance Documents.
"Instruction" means any and each of:
(a) a Bank Instruction;
(b) a Default Notice;
(c) a Default Revocation Notice; or
(d) an instruction given by the Security Trustee pursuant to Clause
8.2.
"KKM Dollar Operating Account" means the dollar denominated account so
designated and to be maintained pursuant to Clause 2.3(a)(i) (ESTABLISHMENT
OF THE KKM OPERATING ACCOUNTS) or any account which replaces such account
pursuant to Clause 2.3(c).
"KKM Operating Accounts" means the KKM Dollar Operating Account and
the KKM Tenge Operating Account.
"KKM Tenge Operating Account" means the Tenge denominated account so
designated and to be maintained pursuant to Clause 2.3(a)(ii)
(ESTABLISHMENT OF THE KKM OPERATING ACCOUNTS) or any account which replaces
such account pursuant to Clause 2.3(c).
"KKM Proceeds Account" means the account so designated and to be
maintained pursuant to Clause 2.1(a) (ESTABLISHMENT OF THE CHARGED
ACCOUNTS).
"Operating Accounts" means the KKM Operating Accounts and the CRI
Operating Account.
"Project Accounts" means the Charged Accounts, the Operating Accounts
and any additional account established pursuant to Clause 2.7.
"Related Assets" means, in respect of a Project Account:
(a) the balance for the time being of that Project Account, together
with all interest accrued on that Project Account and the
corresponding debt owing by the Accounts Bank to the relevant
Accountholder; and
(b) all Authorised Investments acquired with moneys standing to the
credit of that Project Account (together with all moneys payable in
respect of, and all rights relating to, such Authorised Investments
and all debts represented by such Authorised Investments, moneys or
rights).
"Reserve Balance" means as of any date of determination, an amount
equal to all principal, fees and interest scheduled to be paid in respect
of the Senior Facility pursuant to the terms of the Loan Agreement in the
six months next succeeding such date of determination.
"Secured Obligations" means all the obligations and liabilities
whatsoever, whether for principal, commission or otherwise in whatever
currency which may now or at any time in the future be due, owing or
incurred by any Accountholder under any of the Finance Documents whether
present or future, actual or contingent and whether alone, severally or
jointly as principal guarantor, surety or otherwise and in whatever name or
style and whether on any current or other account, or in any other manner
whatsoever.
"Security Period" means the period commencing on the date of this
Agreement and terminating on the date on which all the Secured Obligations
have been irrevocably paid and discharged in full.
"Tenge" means the lawful currency for the time being of the Republic
of Kazakhstan.
1.2 CERTAIN REFERENCES
Any reference in this Agreement to:
(a) a statute shall be construed as a reference to such statute as
from time to time amended or re-enacted;
(b) a person includes its permitted successors and lawful assigns;
(c) a Finance Document or any other agreement or document shall be
construed as a reference to that Finance Document or, as the case may
be, such other agreement or document, as the same may have been, or
may from time to time be, amended, novated or supplemented; and
(d) the singular includes the plural and vice versa.
1.3 THE TABLE OF CONTENTS AND THE HEADINGS
The table of contents and Clause and Schedule headings are for ease of
reference only and shall not form part of this Agreement.
2. ESTABLISHMENT OF THE PROJECT ACCOUNTS
2.1 ESTABLISHMENT OF THE CHARGED ACCOUNTS
(a) On or prior to the First Drawdown Date, KKM shall have
established the KKM Proceeds Account in its name with the Accounts Bank and
shall maintain such account throughout the Security Period.
(b) On or prior to the First Drawdown Date, CAP(G) shall have
established the following accounts in its name with the Accounts Bank:
(i) the CAP(G) Disbursement Account; and
(ii) the CAP(G) Receipts Account;
and shall maintain each of those accounts throughout the Security Period.
(c) On or prior to the First Drawdown Date, the Borrower shall have
established the following accounts in its name with the Accounts Bank:
(i) the CRI Disbursement Account;
(ii) the CRI Receipts Account; and
(iii) the CRI Debt Service Reserve Account.
and shall maintain each of those accounts throughout the Security Period.
2.2 LOCATION OF CHARGED ACCOUNTS
Each of the Charged Accounts shall be maintained at the offices of the
Accounts Bank at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or such other place in
England as the Borrower and the Facility Agent may agree in writing.
2.3 ESTABLISHMENT OF THE KKM OPERATING ACCOUNTS
(a) On or prior to the First Drawdown Date, KKM shall have
established the following accounts in its name:
(i) the KKM Dollar Operating Account; and
(ii) the KKM Tenge Operating Account,
and shall maintain each of those accounts throughout the Security Period.
(b) Both of the KKM Operating Accounts shall be maintained at the
Aktau branch of Halyk Savings Bank throughout the Security Period or,
subject to Clause 2.3(c) below, such other bank or financial institution as
KKM and the Facility Agent may agree.
(c) KKM shall promptly upon receipt of instructions from the Facility
Agent (acting at its sole discretion) establish new operating accounts in
its name with the Accounts Bank in the Republic of Kazakhstan (or any
subsidiary of the Accounts Bank located in the Republic of Kazakhstan)
which shall replace the existing operating accounts maintained by KKM at
the Aktau branch of Halyk Savings Bank as the KKM Operating Accounts for
the purposes of this Agreement. Upon the establishment of such new
operating accounts, KKM shall forthwith cause any funds standing to the
credit of the existing operating accounts to be transferred to the new
operating accounts and such existing operating accounts to be closed.
2.4 ESTABLISHMENT OF THE CRI OPERATING ACCOUNT
(a) On or prior to the First Drawdown Date, CRI shall have
established the CRI Operating Account in its name.
(b) The CRI Operating Account shall be maintained at the Houston
branch of Chase Bank of Texas, N.A. or such other bank or financial
institution as the Borrower and the Facility Agent may agree.
2.5 CURRENCY OF THE PROJECT ACCOUNTS
(a) Each of the Charged Accounts and the CRI Operating Account shall
be denominated in Dollars only.
(b) The KKM Dollar Operating Account shall be denominated in Dollars
only and the KKM Tenge Operating Account shall be denominated in Tenge
only.
2.6 TRANSFERS BETWEEN PROJECT ACCOUNTS
Promptly after the Accountholders, or any of them, becomes aware that
any amount deposited to the credit of a Project Account should, under the
terms of this Agreement, have been paid to another Project Account, the
relevant Accountholder shall make the necessary arrangements (including,
where appropriate, the submission of an Account Request to the Facility
Agent who shall, subject to the terms of this Agreement, in turn give a
corresponding Bank Instruction to the Accounts Bank) to procure the
transfer of such amounts into the correct Project Account.
2.7 ADDITIONAL ACCOUNTS
Each Accountholder shall with the consent or at the request of the
Facility Agent from time to time establish such additional accounts
(intended to be the Project Accounts) in its name as may be necessary to
give effect to this Agreement. The relevant Accountholder shall promptly
notify the Facility Agent in writing of the details of any such additional
Project Account opened pursuant to this Clause 2.7.
2.8 OTHER BANK ACCOUNTS
None of the Accountholders shall at any time during the Security
Period maintain any bank accounts (whether in their own name or otherwise)
other than the Project Accounts except with the prior written consent of
the Facility Agent.
2.9 ACCOUNT FACILITIES
Deposits and withdrawals from the Project Accounts shall be governed
by Clause 4 (THE KKM PROCEEDS ACCOUNT), Clause 5 (THE CAP(G) ACCOUNTS),
Clause 6 (THE CRI ACCOUNTS) and Clause 7 (THE OPERATING ACCOUNTS) of this
Agreement. There will be no cheque drawing facility in respect of any of
the Charged Accounts. None of the Project Accounts may go into overdraft
and the Accounts Bank shall not comply with any Instruction to the extent
that it would cause any of the Project Accounts to do so.
3. ACCOUNT REQUESTS AND INSTRUCTIONS
3.1 SUBMISSION OF INSTRUCTIONS AND ACCOUNT REQUESTS
(a) Any Account Request submitted by an Accountholder to the Facility
Agent shall be executed by an Authorised Signatory of that Accountholder
and, following an Event of Default, shall be copied to the Security
Trustee. Any Bank Instruction given by the Facility Agent shall be copied
to the Borrower and, in the event that the Bank Instruction is in respect
of the KKM Proceeds Account, KKM. Any Account Request given with respect
to the KKM Proceeds Account shall also be copied to the Borrower.
(b) All Bank Instructions and Account Requests shall be given
substantially in the forms set out in Schedule 1.
(a) The Facility Agent shall not be required to issue a Bank
Instruction in respect of an Account Request if a Default Notice is
outstanding and a corresponding Default Revocation Notice has not been
issued.
(b) (i) Subject to Clause 8.1(c), if a Default Notice is
outstanding and a corresponding Default Revocation Notice
has not been issued, the Accounts Bank shall act in
accordance with the terms of such Default Notice
notwithstanding any Bank Instruction which is inconsistent
with the terms of such Default Notice.
(ii) The Accounts Bank shall comply with any Instruction given by
the Security Trustee pursuant to Clause 8.2 without any
further authorisation from the Facility Agent
notwithstanding any Bank Instruction which is inconsistent
with the terms of any such Instruction.
(iii) For the avoidance of doubt, a Bank Instruction, once
given, may subsequently be revoked pursuant to the terms of
any Default Notice issued by the Facility Agent in
accordance with Clause 8.1 or pursuant to the terms of any
Instruction given by the Security Trustee in accordance with
Clause 8.2.
3.2 PAYMENT PROCEDURE
(a) Subject to Clause 3.2(b), upon receipt of any Account Request
from an Accountholder, the Facility Agent shall, not later than three
Business Days following the date of receipt deliver a Bank Instruction to
the Accounts Bank and the Accounts Bank shall make the disbursement or
transfer in accordance with such Bank Instruction as promptly as possible.
(b) Upon receipt of an Account Request from KKM pursuant to Clause
4.2(d), the Facility Agent shall, if such Account Request is received by it
on a Business Day before 1p.m., on the date of its receipt, and if
thereafter, on the next Business Day, deliver a Bank Instruction to the
Accounts Bank and the Accounts Bank shall make the disbursement or transfer
in accordance with such Bank Instruction as promptly as possible.
4. THE KKM PROCEEDS ACCOUNT
4.1 PAYMENTS INTO THE KKM PROCEEDS ACCOUNT
KKM shall procure that all KKM Gross Revenues (including, without
limitation, all KKM Insurance Proceeds and disbursements made under the
CAP(G)-KKM Loan Agreement) are paid into the KKM Proceeds Account,
including by notifying any person who is obligated to pay any amount
forming part of such KKM Gross Revenues to pay that amount in Dollars
direct to the KKM Proceeds Account. If notwithstanding the instructions of
KKM or for any other reason, any such KKM Gross Revenues are received
directly by KKM or are deposited into any other account maintained by KKM,
KKM shall hold such amounts on trust for the Finance Parties and shall
promptly remit such amounts in Dollars to the Accounts Bank for deposit
into the KKM Proceeds Account.
4.2 PAYMENTS OUT OF THE KKM PROCEEDS ACCOUNT
(a) No amounts may be withdrawn from the KKM Proceeds Account without
the prior approval of the Facility Agent.
(b) Subject to Clause 4.4 (LIMITATIONS), KKM may submit an Accounts
Request (substantially in the form set out in Part I of Schedule 1) to the
Facility Agent (which shall give a corresponding Bank Instruction to the
Accounts Bank) for the payment of funds standing to the credit of the KKM
Proceeds Account (other than those funds representing KKM Insurance
Proceeds) to be applied in or towards:
(i) meeting KKM Permitted Expenses (including, without
limitation, Capital Expenditure) contemplated in the Project
Budget or the then current KKM Operating Budget, as the case
may be, and due and payable during the calendar month
falling immediately after the date of receipt of the
relevant Bank Instruction by the Accounts Bank, with
payments being made direct to the person or persons to whom
KKM is required to pay such KKM Permitted Expenses (at the
times and in the amounts set forth in the Accounts Request
attached to the relevant Bank Instruction);
(ii) on the first Business Day of each calendar month falling
immediately after the date of receipt of the relevant Bank
Instruction by the Accounts Bank, the transfer to the KKM
Dollar Operating Account (at the times and in the amounts
set forth in such Accounts Request) of an amount equal to
KKM Permitted Expenses (including, without limitation,
Capital Expenditure) which are due and payable or are
projected (in the Project Budget or the then current KKM
Operating Budget, as the case may be) to be due and payable
during that calendar month and KKM shall apply amounts so
transferred from the KKM Proceeds Account pursuant to this
sub-Clause solely to pay such KKM Permitted Expenses;
(iii) on each Quarterly Date falling prior to the first
Reduction Date, the transfer to the CAP(G) Receipts Account
of such amounts as are necessary to meet the Reserve Balance
for the CRI Debt Service Reserve Account on the Project
Completion Date;
(iv) on each Quarterly Date falling prior to the first Reduction
Date, the transfer to the CAP(G) Receipts Account of an
amount sufficient to pay any Additional Permitted Expenses
due and payable or projected (in the then current CRI
Operating Budget) to be due and payable from such Quarterly
Date to the date falling immediately prior to the next
succeeding Quarterly Date and the Borrower shall apply the
amounts so transferred from the KKM Proceeds Account
pursuant to this sub-Clause solely to pay such Additional
Permitted Expenses.
(c) KKM may from time to time submit an Account Request
(substantially in the form set out in Part V of Schedule 1) to the Facility
Agent (which shall give a corresponding Bank Instruction to the Accounts
Bank) for the payment of those funds standing to the credit of the KKM
Proceeds Account which represent KKM Insurance Proceeds deposited into the
KKM Proceeds Account:
(i) (to the extent that those funds represent KKM Insurance
Proceeds to which clause 7.7(a) of the Loan Agreement
applies) to the CAP(G) Receipts Account for onward transfer
to the CRI Receipts Account in or towards the mandatory
prepayment of the Loan pursuant to clause 7.7(a) of the Loan
Agreement;
(ii) (to the extent that those funds represent KKM Insurance
Proceeds to which clause 7.7(b)(i) of the Loan Agreement
applies) as the Facility Agent and KKM may agree;
(iii) (to the extent that those funds represent KKM Insurance
Proceeds to which Clause 7.7(b)(ii)(A) or Clause
7.7(b)(ii)(B) of the Loan Agreement applies) direct to the
person or persons entitled to be paid in connection with any
reinstatement, replacement or repair in or towards the cost
of such reinstatement, replacement or repair; and
(iv) (to the extent that those funds represent KKM Insurance
Proceeds in respect of third-party liabilities) direct to
any account or person provided that the provisions of clause
7.7(b)(iii) of the Loan Agreement are complied with.
(d) KKM may from time to time submit an Account Request
(substantially in the form set out in Part VIII of Schedule 1) to the
Facility Agent (which shall give a corresponding Bank Instruction to the
Accounts Bank) for the payment of funds standing to the credit of the KKM
Proceeds Account (other than those funds representing KKM Insurance
Proceeds) to be applied in or towards meeting emergency expenditure
permitted to be incurred pursuant to clause 17.14(b) of the Loan Agreement
and due and payable on the date requested for its disbursement with payment
being made direct to the person or persons to whom KKM is required to pay
in respect of emergency expenditure.
4.3 INVESTMENT RECOVERY
(a) Subject to Clause 4.3(b), on each Reduction Date the Facility
Agent shall give a Bank Instruction to the Accounts Bank for the transfer
to the CAP(G) Receipts Account of any and all funds standing to the credit
of the KKM Proceeds Account on such Reduction Date after deducting from
such credit balance an amount equal to:
(i) the aggregate of those funds standing to the credit of the
KKM Proceeds Account which are allocated for transfer
pursuant to Accounts Requests or Bank Instructions received
by the Accounts Bank in accordance with Clause 4.2(b) and
(d) but not yet transferred;
(ii) the aggregate of those funds standing to the credit of the
KKM Proceeds Account which represent KKM Insurance Proceeds;
and
(iii) KKM Permitted Expenses due and payable within the first
45 days immediately succeeding such Reduction Date (to the
extent not otherwise allocated for payment pursuant to
Clause 4.2(b)(ii) (PAYMENTS OUT OF THE KKM PROCEEDS
ACCOUNT)).
(b) Such funds available for transfer pursuant to Clause 4.3(a) are
herein referred to as the "KKM CREDIT BALANCE".
(c) If on any Reduction Date:
the KKM Credit Balance on such Reduction Date
will be greater than
59.8% of the KKM Gross Revenues received into the KKM Proceeds
Account during the immediately preceding three calendar months,
the Facility Agent will determine the amount by which the KKM Credit
Balance exceeds 59.8% of such KKM Gross Revenues (the "EXCESS FUNDS"). The
KKM Credit Balance available for transfer to the CAP(G) Receipts Account on
such Reduction Date shall be reduced by an amount equal to such Excess
Funds and the Facility Agent shall give a Bank Instruction to the Accounts
Bank specifying the reduced amount to be transferred from the KKM Proceeds
Account on such Reduction Date.
(d) On or within 30 days after a Reduction Date, subject to the
payment being permitted under clause 17.9 of the Loan Agreement, KKM may
submit an Account Request (substantially in the form of Part I of Schedule
1) to the Facility Agent (which shall give a corresponding Bank Instruction
to the Accounts Bank) for the payment of an amount equal to the Excess
Funds, if any, available as at such Reduction Date as Shareholder
Distributions to its shareholders. Any Shareholder Distributions for the
account of CAP(G) will be transferred to the CAP(G) Receipts Account. Any
Excess Funds not distributed as Shareholder Distributions within 30 days
after a Reduction Date will form part of KKM Gross Revenues for determining
the KKM Credit Balance on the next succeeding Reduction Date.
4.4 LIMITATIONS
(a) On receipt of an Account Request for the transfer of funds to the
KKM Dollar Operating Account pursuant to Clause 4.2(b)(ii) (PAYMENTS OUT OF
THE KKM PROCEEDS ACCOUNT) to meet KKM Permitted Expenses for any calendar
month, the Facility Agent shall arrange for the budgeted expenses due for
payment in the first half of such calendar month to be transferred to the
KKM Dollar Operating Account on the first Business Day of such calendar
month and for the budgeted expenses due for payment in the second half of
such calendar month to be transferred to the KKM Dollar Operating Account
on the eleventh Business Day of such calendar month.
(b) For the purposes of Clause 4.2(b)(ii) (PAYMENTS OUT OF THE KKM
PROCEEDS ACCOUNT), if:
(i) the payment for which funds are to be transferred into the
KKM Dollar Operating Account is in respect of Royalties or
Project Taxes; or
(ii) more than $100,000 is payable to a single recipient in
respect of KKM Permitted Expenses for which funds are to be
transferred into the KKM Dollar Operating Account,
KKM shall, in the relevant Account Request, direct that those amounts are
paid direct to the person or persons to whom KKM is required to pay such
KKM Permitted Expenses rather than to a KKM Operating Account.
(c) Any Account Request submitted pursuant to Clause 4.2(b) or Clause
4.2(c) (PAYMENTS OUT OF THE KKM PROCEEDS ACCOUNT) shall contain:
(i) if in respect of Clause 4.2(b)(i) (PAYMENTS OUT OF THE KKM
PROCEEDS ACCOUNT), a certification by KKM that the amounts
of the disbursements requested are to meet KKM Permitted
Expenses which are due for payment on the dates requested
for their disbursement, and that the amounts to be disbursed
do not exceed the amounts projected in the then current
Project Budget or Operating Budget, as the case may be, to
be paid at the relevant time;
(ii) if in respect of Clause 4.2(b)(ii) (PAYMENTS OUT OF THE KKM
PROCEEDS ACCOUNT), a certification by KKM that the amount of
the disbursement requested is to meet KKM Permitted Expenses
which are to be paid within the relevant calendar month and
that the amount to be disbursed does not exceed the amount
projected in the then current Project Budget or Operating
Budget, as the case may be, to be paid, at the relevant
time;
(iii) if in respect of Clause 4.2(c)(iii) (PAYMENTS OUT OF
THE KKM PROCEEDS ACCOUNT), a certification by KKM that the
amount of the disbursement requested is to meet the costs of
any reinstatement, replacement or repair which are due for
payment on the date requested for their disbursement, and
that the amount to be disbursed does not exceed the KKM
Insurance Proceeds available to meet such costs at the
relevant time;
(iv) if in respect of Clause 4.2(c)(iv) (PAYMENTS OUT OF THE KKM
PROCEEDS ACCOUNT), a certification by KKM that the amount of
the disbursement requested is to meet the costs of any third
party liabilities which are due for payment on the date
requested for their disbursement, and that the amount to be
disbursed does not exceed the KKM Insurance Proceeds
available to meet such costs at the relevant time;
(v) if in respect of Clause 4.2(d) (PAYMENTS OUT OF THE KKM
PROCEEDS ACCOUNT), a certification by KKM that the amount of
the disbursement requested is to pay for emergency
expenditures permitted pursuant to clause 17.14(b) of the
Loan Agreement which are due for payment on the date
requested for its disbursement, and that the amount to be
disbursed, when aggregated with all other amounts previously
disbursed pursuant to clause 17.14(b) of the Loan Agreement,
does not exceed, in aggregate, $300,000 (unless the Facility
Agent has countersigned the Bank Instruction for any such
disbursement over and above the aggregated $300,000);
(vi) a certification by KKM that no other amounts have been
withdrawn from any Project Account to meet any such
expenses;
(vii) a statement briefly describing those expenses; and
(viii) where necessary, an irrevocable request on behalf of
KKM to the Facility Agent to pay the amount direct to the
relevant recipient.
4.5 AVAILABLE FUNDS
To the extent that the credit balance of the KKM Proceeds Account
(excluding for this purpose the value of any Authorised Investments
acquired from funds standing to the credit of the KKM Proceeds Account) on
any particular date are insufficient to make all payments due to be made
from the KKM Proceeds Account on or before that date pursuant to Clause
4.2(b) (PAYMENTS OUT OF THE KKM PROCEEDS ACCOUNT), the Facility Agent shall
instruct the Accounts Bank in a Bank Instruction to apply the available
funds in making the relevant payments or transfers in the order of priority
set out in Clause 4.2(b)(i), (ii), (iii) and (iv) (PAYMENTS OUT OF THE KKM
PROCEEDS ACCOUNT).
4.6 AUTHORISED INVESTMENTS
On the last Business Day of each month, KKM may submit an Account
Request (substantially in the form attached as Part II of Schedule 1) to
the Facility Agent (which shall give a corresponding Bank Instruction to
the Accounts Bank) for the investment of part or all of the funds standing
to the credit of the KKM Proceeds Account at that time (subject to such
funds exceeding $250,000) in Authorised Investments. On maturity of any
Authorised Investments all of the proceeds of such Authorised Investments
shall be credited to the KKM Proceeds Account. The Facility Agent shall not
be obliged to give a Bank Instruction pursuant to such an Account Request
unless it is satisfied that the Authorised Investments are the subject of
security in favour of the Security Trustee in form and substance
satisfactory to the Facility Agent.
5. THE CAP(G) ACCOUNTS
5.1 PAYMENTS INTO THE CAP(G) DISBURSEMENT ACCOUNT
CAP(G) shall ensure that the proceeds of each Advance under the CRI-
CAP(G) Loan Agreement and all contributions from the shareholders of CAP(G)
are paid directly into the CAP(G) Disbursement Account.
5.2 PAYMENTS OUT OF THE CAP(G) DISBURSEMENT ACCOUNT
(a) The Accountholders shall ensure that the proceeds of any transfer
from the CRI Disbursement Account for the purpose of further advance from
CAP(G) to KKM under the CAP(G)-KKM Loan Agreement are promptly applied to
meet expenditures required to achieve Project Completion which are
contemplated by the Project Budget or the then current KKM Operating
Budget.
(b) No amounts may be withdrawn from the CAP(G) Disbursement Account
without the prior approval of the Facility Agent.
(c) CAP(G) may from time to time submit an Account Request
(substantially in the form set out in Part III of Schedule 1) to the
Facility Agent (which shall give a corresponding Bank Instruction to the
Accounts Bank) for payment of funds standing to the credit of the CAP(G)
Disbursement Account to be transferred to KKM Proceeds Account on the first
Business Day of each calendar month falling immediately after receipt of
the relevant Bank Instruction in respect of advances under the CAP(G)-KKM
Loan Agreement.
5.3 PAYMENTS INTO THE CAP(G) RECEIPTS ACCOUNT
(a) CAP(G) shall ensure that the following amounts are paid directly
into the CAP(G) Receipts Account:
(i) all amounts due to CAP(G) from KKM under the CAP(G)-KKM Loan
Agreement (including, without limitation, all amounts
transferred from the KKM Proceeds Account pursuant to Clause
4.2(b)(iii) and (iv), Clause 4.2(c)(i) and Clause 4.3); and
(ii) all Shareholder Distributions made by KKM to CAP(G).
5.4 PAYMENTS OUT OF THE CAP(G) RECEIPTS ACCOUNT
(a) No amounts shall be withdrawn from the CAP(G) Receipts Account
without the prior approval of the Facility Agent.
(b) On each Quarterly Date the Facility Agent shall give a Bank
Instruction to the Accounts Bank for the transfer to the CRI Receipts
Account of any and all funds standing to the credit of the CAP(G) Receipts
Account on such Quarterly Date.
5.5 AUTHORISED INVESTMENTS
On the last Business Day of each calendar month, CAP(G) may submit an
Account Request (substantially in the form attached as Part II of Schedule
1) to the Facility Agent (which shall give a corresponding Bank Instruction
to the Accounts Bank) for the investment of part or all of the funds
standing to the credit of the CAP(G) Disbursement Account or the CAP(G)
Receipts Account at that time (subject to such funds exceeding $250,000) in
Authorised Investments. On maturity of any Authorised Investments all of
the proceeds of such Authorised Investments shall be credited to the CAP(G)
Disbursement Account or the CAP(G) Receipts Account, as applicable. The
Facility Agent shall not be obliged to give a Bank Instruction pursuant to
such an Account Request unless it is satisfied that the Authorised
Investments are the subject of security in favour of the Security Trustee
in form and substance satisfactory to the Facility Agent.
6. THE CRI ACCOUNTS
6.1 PAYMENTS INTO THE CRI DISBURSEMENT ACCOUNT
The Borrower shall ensure that the following amounts are paid directly
into the CRI Disbursement Account:
(a) the proceeds of each Advance under the Loan Agreement; and
(b) all contributions and other funds received by the Borrower from
any of its shareholders (including in respect of any of the Bridge Notes
or the Existing Notes).
6.2 PAYMENTS OUT OF THE CRI DISBURSEMENT ACCOUNT
(a) No amounts may be withdrawn from the CRI Disbursement Account
without the prior approval of the Facility Agent.
(b) Subject to Clause 6.3 (LIMITATIONS) the Borrower may from time to
time prior to the Project Completion Date submit an Account Request
(substantially in the form set out in Part IV of Schedule 1) to the
Facility Agent (which shall give a corresponding Bank Instruction to the
Accounts Bank) for the payment of funds standing to the credit of the CRI
Disbursement Account to be applied in or towards:
(i) on the first Business Day of each calendar month following
receipt of the relevant Bank Instruction by the Accounts
Bank, transfer to the CRI Operating Account of an amount
such that, after giving effect to such transfer, the credit
balance of the CRI Operating Account does not exceed the CRI
Overheads which are due and payable or are projected (in the
then current CRI Operating Budget) to be due and payable
within the remainder of that calendar month and the Borrower
shall apply amounts so transferred from the CRI Disbursement
Account pursuant to this sub-Clause solely to pay such CRI
Overheads;
(ii) the Hedging Payment which is contemplated by the Hedging
Agreement and approved by the Special Majority Lenders
current on the date of the requested withdrawal by payment
direct to the Hedging Bank;
(iii) meeting premia in respect of the Political Risk Policy
which is due for payment on the date requested for the
disbursement with payment being made direct to the person or
persons to whom the Borrower is required to pay such
expenditure;
(iv) meeting premia in respect of the Transport Risk Insurance
Policy which is due for payment on the date requested for
the disbursement with payment being made direct to the
person or persons to whom the Borrower is required to pay
such expenditure;
(v) interest due for payment in respect of the Senior Facility
and fees and expenses and other payments due in respect of
any of the Finance Documents; and
(vi) on the first Business Day of each calendar month following
receipt of the relevant Bank Instruction by the Accounts
Bank, transfer to the CAP(G) Disbursement Account in respect
of advances under the CRI-CAP(G) Loan Agreement which
advances are in turn to be advanced by CAP(G) to KKM under
the CAP(G)-KKM Loan Agreement by payment direct to the KKM
Proceeds Account.
6.3 LIMITATIONS
Any Account Request pursuant to Clause 6.2 (PAYMENTS OUT OF THE CRI
DISBURSEMENT ACCOUNT) shall contain:
(a) if in respect of Clause 6.2(b)(i) (PAYMENTS OUT OF THE CRI
DISBURSEMENT ACCOUNT), a certification by the Borrower that the amount of
the disbursement requested is to meet CRI Overheads which are due for
payment in the relevant calendar month, and that the amount to be disbursed
does not exceed the amount projected in the then current CRI Operating
Budget to be paid at the relevant time;
(b) a certification by the Borrower that no other amounts have been
withdrawn from any Project Account to meet any expenses under Clause 6.2(b)
(PAYMENTS OUT OF THE CRI DISBURSEMENT ACCOUNT);
(c) a statement briefly describing those expenses; and
(d) where necessary, an irrevocable request on behalf of the Borrower
to the Facility Agent to pay the amount directly to the specified
recipient.
6.4 PAYMENTS INTO THE CRI RECEIPTS ACCOUNT
The Borrower and CAP(G) shall ensure that the following amounts are
paid into the CRI Receipts Account:
(a) all amounts due to the Borrower from CAP(G) under the CRI-CAP(G)
Loan Agreement;
(b) all proceeds of the Political Risk Insurance;
(c) all Hedging Receipts; and
(d) on each Reduction Date, a transfer from the CRI Debt Service
Reserve Account to the extent the balance of that account is in excess of
the Reserve Balance for the next succeeding six calendar months.
6.5 PAYMENTS OUT OF THE CRI RECEIPTS ACCOUNT
(a) No amounts shall be withdrawn from the CRI Receipts Account
without the prior approval of the Facility Agent.
(b) Subject to Clause 6.7 (LIMITATIONS) the Borrower may submit an
Account Request (substantially in the form set out in Part VI of Schedule
1) to the Facility Agent (which shall give a corresponding Bank Instruction
to the Accounts Bank) for the payment of moneys standing to the credit of
the CRI Receipts Account to be applied in or towards:
(i) meeting any premium in respect of the Political Risk Policy
which is due for payment on the date requested for the
disbursement with payment being made direct to the person or
persons to whom the Borrower is required to pay the same;
(ii) on the first Business Day of each month following receipt of
the relevant Bank Instruction by the Accounts Bank, a
transfer to the CRI Operating Account of an amount such
that, after giving effect to such transfer, the credit
balance of the CRI Operating Account does not exceed the CRI
Overheads which are due and payable or are projected (in the
then current CRI Operating Budget) to be due and payable
during the remainder of such calendar month and the Borrower
shall apply amounts transferred from the CRI Receipts
Account solely to pay such CRI Overheads;
(iii) making payment to the Facility Agent's Account of an
amount equal to any costs, expenses and indemnities payable
by the Accountholders, or any of them, to the Facility
Agent, the Security Trustee, the Accounts Bank, the
Arrangers or any of them under or in respect of any of the
Finance Documents;
(iii) on each Quarterly Date, a transfer to the CRI Debt
Service Reserve Account to the extent the balance of that
account is less than the Reserve Balance at that time; and
(iv) making payment to the Facility Agent's Account of an amount
equal to any fees, interest and principal repayments and
prepayments (other than pursuant to Clause 7.6 of the Loan
Agreement) due to the Finance Parties under or in respect of
the Loan Agreement;
(c) On each Reduction Date, the Facility Agent shall give a Bank
Instruction to the Accounts Bank for all funds standing to the credit of
the CRI Receipts Account at the end of the Payment Period immediately prior
to such Reduction Date to be transferred to the Facility Agent's Account
for application as a mandatory prepayment of the Loan pursuant to clause
7.6 of the Loan Agreement after deducting from such credit balance, an
amount equal to:
(i) the aggregate of those funds allocated for transfer pursuant
to Bank Instructions received by the Accounts Bank in
accordance with Clause 6.5(b) but not yet transferred;
(ii) any CRI Overheads scheduled to be paid prior to the
immediately succeeding Reduction Date (to the extent not
otherwise allocated for payment pursuant to Clause
6.5(b)(ii)); and
(iii) any premia in respect of the Political Risk Policy
scheduled to be paid prior to the immediately succeeding
Reduction Date.
6.6 AVAILABLE FUNDS
To the extent that the credit balance of the CRI Receipts Account on
any particular date is insufficient to make all payments due to be made
from the CRI Receipts Account on or before that date pursuant to Clause
6.5(b) (PAYMENTS OUT OF THE CRI RECEIPTS ACCOUNT), the Facility Agent shall
instruct the Accounts Bank in a Bank Instruction to apply the available
funds in making the relevant payments or transfers in the order of priority
set out in Clause 6.5(b)(i), (ii), (iii), (iv) and (v) (PAYMENTS OUT OF THE
CRI RECEIPTS ACCOUNT).
6.7 LIMITATIONS
Any Account Request submitted pursuant to Clause 6.5(b) (PAYMENTS OUT
OF THE CRI RECEIPTS ACCOUNT) shall contain:
(a) if in respect of Clause 6.5(b)(ii) (PAYMENTS OUT OF THE CRI
RECEIPTS ACCOUNT), a certification by the Borrower that the amount of the
disbursement requested is to meet CRI Overheads which are due for payment
within the relevant calendar month and that the amount to be disbursed does
not exceed the amount projected in the then current CRI Operating Budget,
to be paid, at the relevant time;
(b) a certification by the Borrower that no other amounts have been
withdrawn from any Project Account to meet any expenses under Clause
6.5(b);
(c) a certification by the Borrower that no amounts have been
withdrawn from the CRI Disbursement Account to meet the obligations of the
Borrower under the Service Contract; and
(d) a statement briefly describing those expenses.
6.8 CRI DEBT SERVICE RESERVE ACCOUNT
(a) Subject to Clause 6.8(b), the Borrower shall at all times on and
with effect from the Project Completion Date maintain a credit balance in
the CRI Debt Service Reserve Account at least equal to the Reserve Balance.
(b) If the Field Life Cover Ratio shall be no less than 2, the Loan
Life Cover Ratio shall be no less than 1.75 and the Debt Service Cover
Ratio shall be no less than 1.5 during the period in which the credit
balance of the CRI Debt Service Reserve Account is below the Reserve
Balance, such credit balance may remain below the Reserve Balance for two
consecutive three month periods before breaching the provisions of Clause
6.8(a).
(c) No amounts shall be withdrawn from the CRI Debt Service Reserve
Account without the prior approval of the Facility Agent.
(d) If the credit balance of the CRI Debt Service Reserve Account at
the close of business on any Reduction Date exceeds the Reserve Balance for
the immediately succeeding six calendar months, the Borrower may, by
delivery of an Account Request (substantially in he form of Part VII of
Schedule 1) to the Facility Agent (which shall give a Bank Instruction to
the Accounts Bank)transfer such excess to the CRI Receipts Account.
(e) The Facility Agent may at any time give a Bank Instruction to the
Accounts Bank for the payment of funds standing to the credit of the CRI
Debt Service Reserve Account to be applied in meeting payments to the
Senior Lenders in respect of principal, fees, interest and indemnities
scheduled or required to be paid to the Senior Lenders pursuant to the
Finance Documents which the Facility Agent considers will not be met out of
funds standing to the credit of the CRI Receipts Account.
6.9 AUTHORISED INVESTMENTS
On the last Business Day of each calendar month, the Borrower may
submit an Account Request (substantially in the form attached as Part II of
Schedule 1) to the Facility Agent (which shall give a corresponding Bank
Instruction to the Accounts Bank) for the investment of part or all of the
funds standing to the credit of the CRI Debt Service Reserve Account, the
CRI Disbursement Account or the CRI Receipts Account at that time (subject
to such funds exceeding $250,000) in Authorised Investments. On maturity of
any Authorised Investment all proceeds from such Authorised Investments
shall be credited to the CRI Debt Service Reserve Account, the CRI
Disbursement Account or the CRI Receipts Account. The Facility Agent shall
not be obliged to give a Bank Instruction pursuant to such an Account
Request unless it is satisfied that the Authorised Investments are the
subject of security in favour of the Security Trustee in form and substance
satisfactory to the Facility Agent.
7. THE OPERATING ACCOUNTS
7.1 PAYMENTS INTO THE KKM OPERATING ACCOUNTS AND THE CRI OPERATING
ACCOUNT
The relevant Accountholder may submit an Account Request with respect
to the KKM Proceeds Account, the CRI Disbursement Account or the CRI
Receipts Account to the Facility Agent (which shall give a corresponding
Bank Instruction to the Accounts Bank) for the transfer of moneys from the
KKM Proceeds Account, the CRI Disbursement Account or the CRI Receipts
Account to the KKM Dollar Operating Account or the CRI Operating Account,
as the case may be, in the circumstances contemplated by, and in accordance
with Clause 4.2(b)(ii) (PAYMENTS OUT OF THE KKM PROCEEDS ACCOUNT), Clause
6.2(b)(i) (PAYMENTS OUT OF THE CRI DISBURSEMENT ACCOUNT) and Clause
6.5(b)(ii) (PAYMENTS OUT OF THE CRI RECEIPTS ACCOUNT), but not otherwise.
7.2 PAYMENTS OUT OF THE KKM OPERATING ACCOUNTS AND THE CRI OPERATING
ACCOUNT
(a) Unless otherwise agreed by the Facility Agent, KKM may only make
the following disbursements or transfers from the KKM Dollar Operating
Account:
(i) disbursements of funds to meet KKM Permitted Expenses
(including, without limitation, Capital Expenditure)
contemplated in the then current budget and due and payable
on the date requested for the disbursement with payment
being made direct to the person or persons to whom KKM is
required to pay such KKM Permitted Expenses; and
(ii) subject to Clause 7.2(c) below, disbursements of funds to
the KKM Tenge Operating Account in order to meet KKM
Permitted Expenses which are due and payable in Tenge within
seven days of such disbursement.
(b) CRI may only make disbursements of funds from the CRI Operating
Account to meet CRI Overheads contemplated in the then current CRI
Operating Budget and due and payable on the date requested for the
disbursement with payment being made direct to the person or persons to
whom CRI is required to pay such Additional Permitted Expenses.
(c) The Borrower and KKM may only make disbursements under this
Clause 7.2 in or towards payment of KKM Permitted Expenses or CRI
Overheads, as the case may be, to the extent that funds have not been
withdrawn from any other Project Account to meet such expenses.
8. DEFAULT
8.1 DEFAULT NOTICE
(a) Notwithstanding any other provision of the Finance Documents and
in addition to the rights and restrictions arising under Clause 8.2
(ENFORCEMENT), no amount may be withdrawn from any Charged Account without
the prior written consent of the Facility Agent if a Default Notice has
been delivered to the Accounts Bank unless the Accounts Bank has received a
Default Revocation Notice relating to that Default Notice.
(b) The Facility Agent may give a Default Notice to the Accounts Bank
(with a copy to the Borrower) at any time when a Potential Event of Default
or an Event of Default is subsisting. Once given, a Default Notice will
continue in force until the Accounts Bank receives a Default Revocation
Notice from the Facility Agent (with a copy to the Borrower). The Facility
Agent shall give a Default Revocation Notice to the Accounts Bank (with a
copy to the Borrower) (promptly upon being asked to do so by the Borrower)
if, at the time the Facility Agent does so, no Potential Event of Default
or Event of Default (whether or not the one in respect of which the Default
Notice then in force was given) is subsisting, but the Facility Agent shall
not be obliged to give any Default Revocation Notice unless so requested by
the Borrower.
(c) For the avoidance of doubt, the Accounts Bank shall not be
obliged to comply with the terms of either a Default Notice or a Default
Revocation Notice until it has received the same from the Facility Agent.
8.2 ENFORCEMENT
(a) Notwithstanding any other provision of the Financing Documents,
the Security Trustee, acting on the instructions of the Facility Agent,
may, at any time during the continuance of an Event of Default take any
action with respect to the Charged Accounts in any manner it sees fit
including:
(i) instructing the Accounts Bank to sell or otherwise realise
any Authorised Investments and pay the proceeds to related
Project Account or otherwise as the Security Trustee may
determine (acting on the instructions of the Facility
Agent); and
(ii) instructing the Accounts Bank to pay any amounts standing to
the credit of any Charged Account to the Security Trustee
for application in accordance with the provisions of clause
14 of the Security Trust Deed.
The Accountholders acknowledge that if an Event of Default is
continuing, the Security Trustee is entitled to apply amounts standing to
the credit of any Charged Account as contemplated in this Clause 8.2.
(b) The Accounts Bank shall promptly comply with an Instruction given
by the Security Trustee as contemplated by this Clause 8.2 (without
reference to any inconsistent request or instruction from any Accountholder
or otherwise).
(c) The Security Trustee may, during the continuance of an Event of
Default, exercise its rights, acting on the instructions of the Facility
Agent, under this Clause 8.2 as frequently as it considers appropriate.
9. GENERAL PROVISIONS RELATING TO THE PROJECT ACCOUNTS
9.1 NO SECURITY INTERESTS
(a) None of the Accountholders shall at any time during the Security
Period:-
(i) create or permit to subsist any Security Interest in all or
any part of the Project Accounts or the Related Assets other
than any Security Interest created by the Finance Documents;
or
(ii) assign, transfer or otherwise dispose of all or any part of
its right or title to the Project Accounts or the Related
Assets otherwise than in accordance with, or as permitted
by, the terms of this Agreement.
9.2 INSTRUCTIONS
(a) The Accountholders and, to the extent necessary, all other
parties to this Agreement, irrevocably and unconditionally instruct the
Accounts Bank to act upon Instructions and to make any other
appropriations, payments and transfers into or between any of the Project
Accounts which this Agreement expressly provides should be made.
(b) Any payments, transfers or withdrawals from any of the Project
Accounts may only be made in accordance with the terms of this Agreement.
No person other than the CAP(G), KKM or the Borrower (as provided in this
Agreement), may give any instructions or requests to the Facility Agent for
any such payments, transfers or withdrawals and no person may give any
instruction to the Accounts Bank for any payment, transfer or withdrawal
other than the Facility Agent, and in the case of any Instruction given
pursuant to Clause 8.2, the Security Trustee.
(c) (i) Except as expressly provided otherwise by this
Agreement, the Accounts Bank shall, as soon as reasonably
practicable after receipt, comply with the terms of an
Instruction and may assume without enquiry that the person
giving an Instruction is entitled to do so under the
provisions of this Agreement and that Instruction is valid
and given in accordance with the terms of this Agreement.
(ii) Without prejudice to any Security Interest over the Charged
Accounts acknowledged by the Accounts Bank, the Accounts
Bank shall not have any responsibility for the subsequent
application of any moneys paid from any Charged Account.
(iii) Save for wilful misconduct or negligence, neither the
Facility Agent nor the Accounts Bank shall be liable for any
loss resulting from any delay or failure to implement an
Account Request or Instruction or to make any other
appropriation, payment or transfer required by this
Agreement where such delay or failure results from:
(A) any act or omission on the part of any other party; or
(B) there being insufficient time between receipt of an
Account Request by the Facility Agent and the date on
which any payment specified in such Account Request is
required to be made; or
(C) an Accounts Bank acting in accordance with a
certificate or Instruction from the Security Trustee or
the Facility Agent issued pursuant to this Agreement.
9.3 CURRENCIES
To the extent that the Accounts Bank receives, in respect of a Charged
Account, any amount in a currency other than Dollars, the Accounts Bank
shall if so requested by the Facility Agent, promptly convert such amount
into Dollars in such manner as directed by the Borrower or, failing
direction, in accordance with the Accounts Bank's normal practice and the
Accounts Bank may charge its usual expenses with respect to such
conversion. If the Accounts Bank is unable to convert any such amount into
Dollars for any reason, it will, if permitted by applicable Law, deposit
such amount in a suspense account at ABN AMRO Bank Kazakhstan Ltd., Almaty
(or such other bank in Kazakhstan as the Accounts Bank may select from time
to time ) and seek the instructions of the Facility Agent.
9.4 INTEREST
(a) Each of the Charged Accounts shall earn interest at such rate(s)
as may be agreed from time to time among the Borrower, the Facility Agent
and the Accounts Bank.
(b) All interest earned on the balance standing to the credit of any
Charged Account shall be credited to such Charged Account.
9.5 RELIANCE ON CERTIFICATES
(a) Any certificate or document (including an Account Request or
Instruction) delivered pursuant to this Agreement shall be conclusive save
in the case of manifest error, and the Facility Agent and the Accounts Bank
shall be entitled to act in reliance on any certificate or document
(including as aforesaid) so delivered.
(b) The Security Trustee, after consulting the Borrower and the
Facility Agent and acting on the instructions of the Facility Agent, and
the Facility Agent, after consulting with the Borrower shall be entitled to
correct what it considers, in its absolute discretion, to be manifest
errors and to make non-material amendments which it considers, in its
absolute discretion, to be necessary to give effect to the provisions of
this Agreement, to any certificate or document of a kind referred to in
Clause 9.5(a) and shall incur no liability for any resulting loss to any
other party to this Agreement.
(c) Neither the Accounts Bank nor the Security Trustee shall be
obliged to enquire into any of the underlying transactions or to verify any
of the contents of any certificate or document of a kind referred to in
Clause 9.6(a).
9.6 ACCESS TO RECORDS
(a) Each Accountholder shall, on request from and without charge to
Security Trustee or the Facility Agent, provide such party with copies of
bank statements for any of the Project Accounts maintained in its name and
such other information relating to transactions effected or to be effected
on any of the Project Accounts as the Security Trustee or the Facility
Agent may from time to time request.
(b) Neither the Facility Agent, the Security Trustee nor the Accounts
Bank shall disclose the contents of any statement or information received
under this Agreement to any person, except as may be required under any
applicable law or by any governmental authority, and other than to:
(i) any other party to this Agreement; or
(ii) any Finance Party; or
(iii) where required, any financial or legal adviser or
banker to such party,
provided that, before making any such disclosure, the disclosing party
concerned shall obtain from any person (other than any person described in
(i), (ii) or (iii) above) to whom it proposes to disclose the contents of
any statements or information received under this Agreement (unless such
person is bound by a duty of confidentiality imposed by law, regulation or
practice by virtue of that person's profession or business) an undertaking
that the person concerned shall keep confidential all documents or
information disclosed to it.
9.7 INFORMATION
(a) To enable the Facility Agent and the Security Trustee to perform
their respective obligations under this Agreement, each other party to this
Agreement shall provide to the Facility Agent and the Security Trustee
(upon request), such information as they shall reasonably require and
neither the Facility Agent nor the Security Trustee shall be liable for any
loss resulting from any delay or failure to perform its obligations under
this Agreement, where such delay or failure results from a delay or failure
to provide the Facility Agent or the Security Trustee, as the case may be,
with any information so required by it.
(b) The Facility Agent shall be entitled to rely upon the figures and
limits contained in any Account Request given by any Accountholder.
9.8 RESOLVING ADMINISTRATIVE PROBLEMS
Notwithstanding any provision of the Transaction Documents to the
contrary, the Facility Agent, the Security Trustee, the Accounts Bank and
the relevant Accountholder may agree between themselves in writing rules
governing any of the Project Accounts in order to resolve administrative
problems and thereby facilitate the operation of this Agreement including,
without limitation, rules governing the provision of information relating
to Accounts, but no such rules shall be binding on the other parties to
this Agreement without their respective prior written agreement.
9.9 ACKNOWLEDGEMENTS
(a) Each Accountholder acknowledges that neither any insufficiency of
funds in the Project Accounts (or any of them), nor any inability to apply
any funds in the Project Accounts (or any of them) against any or all
amounts owing under any Finance Document, shall at any time limit, reduce
or otherwise affect the Accountholders' payment obligations under any
Finance Document.
(b) For the avoidance of doubt, nothing in this Agreement shall in
any way limit or affect any person's rights, or any restriction on any
person's rights or actions, under any other Finance Document or be
construed as permitting any person to take any action which would be
prohibited by any provision of any other Finance Document.
(c) Each party to this Agreement acknowledges that neither the
Facility Agent, the Security Trustee nor the Accounts Bank shall incur any
obligation or liability in circumstances where there are insufficient funds
standing to the credit of any Account to make a payment in full which would
otherwise have been made pursuant to the terms of this Agreement, including
where Authorised Investments have been acquired out of funds standing to
the credit of that Account.
10. REPRESENTATIONS AND WARRANTIES
The Accountholders each represent and warrant to each of the other
parties to this Agreement that:
(a) this Agreement constitutes its legal, valid and binding
obligations enforceable in accordance with its terms;
(b) the entry into and performance of this Agreement is within its
powers;
(c) the entry into and performance of this Agreement has been duly
authorised by it;
(d) this Agreement does not and will not breach its constitutional
documents or any agreement by which such party is bound;
(e) all consents and approvals required by it in relation to this
Agreement and in relation to the opening and maintenance of the
Project Accounts have been obtained and are in force and effect; and
(f) each Project Account is free from Security Interests and third
party rights other than in respect of the Security Interests created
by or pursuant to the Finance Documents.
11. THE ACCOUNTS BANK
11.1 ACCOUNTS BANK TERMS AND CONDITIONS
The Accounts Bank shall act in accordance with the terms of this
Agreement and the terms and conditions separately agreed between the
Accounts Bank and the Accountholders with respect to the operation of the
Charged Accounts provided that such terms and conditions shall not be
inconsistent or conflict with the terms of this Agreement.
11.2 WAIVER OF SET-OFF, ETC.
The Accounts Bank confirms that:
(a) each Project Account is and will be at all times maintained in
the sole name of the Borrower, CAP(G) or KKM, as appropriate, and the
Accounts Bank shall not recognise, or be in any way concerned with,
any interest of any other person in (or in respect of) any of the
Project Accounts held with it other than pursuant to the terms of this
Agreement or the other Finance Documents or where required by
applicable law in any relevant jurisdiction; and
(b) it has neither claimed or exercised nor will it claim or exercise
(except with the Security Trustee's prior written consent) any
Security Interest, right of set-off, consolidation of accounts or
counterclaim or any other right against or in respect of any of the
Project Accounts held with it.
11.3 CHANGE OF ACCOUNTS BANK
(a) The Accounts Bank (and any successor Accounts Bank) may at any
time resign by giving its written notice of resignation to the other
parties to this Agreement. The Accounts Bank shall then deliver the funds
held in the Charged Accounts to the successor Accounts Bank designated in
writing by the Facility Agent (with the consent of the Borrower such
consent not to be unreasonably withheld or delayed except if an Event of
Default or Potential Event of Default is continuing, in which event no such
consent shall be required), or failing such appointment within 60 days of
the resignation of the Accounts Bank, to any court of competent
jurisdiction, whereupon the Accounts Bank shall be discharged of and from
any and all further obligations arising in connection with this Agreement.
The resignation of any Accounts Bank will take effect on the earliest of:
(i) the appointment of a successor;
(ii) the payment of funds into a court of competent jurisdiction;
and
(iii) the day which is three months after the date of
delivery of its written notice of resignation to the other
parties to this Agreement. If, at that time, such Accounts
Bank has not received a designation of a successor Accounts
Bank, such Accounts Bank's sole responsibility after that
time shall be to keep the Charged Accounts until receipt of
a designation of successor Accounts Bank or a joint written
disposition instruction by the other parties to this
Agreement or a final order of a court of competent
jurisdiction.
(b) In the event of its replacement or resignation, the resigning
Accounts Bank shall be released from any obligations hereunder in respect
of the Project Accounts maintained by it (save for liabilities and
obligations accrued prior to the date of replacement or resignation) but it
shall remain entitled to its rights (if any) under Clause 8 (GENERAL
PROVISIONS RELATING TO THE PROJECT ACCOUNTS).
11.4 FEES, ETC.
The Borrower will pay to the Accounts Bank for its own account a fee
as agreed in separate fee letters between the Borrower and the Accounts
Bank.
11.5 COSTS OF THE ACCOUNTS BANK
(a) The Borrower shall pay to the Accounts Bank all reasonable costs,
charges and expenses (including travelling expenses) of the Accounts Bank
properly incurred in the negotiation, preparation and execution of this
Agreement and in the exercise and performance of its rights, duties,
powers, liabilities and obligations under this Agreement (in each case
including but not limited to legal fees and any applicable stamp duty).
(b) The Accountholders shall jointly and severally indemnify the
Accounts Bank and keep it indemnified against all liabilities, costs,
claims, penalties, taxes (other than taxes imposed on the net income of
such Accounts Bank or the office or location through which it acts as
Accounts Bank), proceedings, fines, demands, charges and expenses
(including in each case value added tax and any similar tax charged or
chargeable in respect of such costs, charges and expenses):
(i) to which the Accounts Bank becomes subject by reason of
being the Accounts Bank or properly incurred by it in its
capacity as Accounts Bank; and
(ii) in respect of any matter or thing done or omitted in any way
relating to this Agreement,
provided that the indemnities contained in this Agreement shall not extend
to any of the above where they are sustained or incurred by such Accounts
Bank as a result of its negligence or wilful misconduct.
12. REMEDIES AND WAIVERS, PARTIAL INVALIDITY
12.1 REMEDIES AND WAIVERS
Time is of the essence of each of the Accountholder's obligations
under this Agreement but no failure to exercise, nor any delay in
exercising, on the part of the Accounts Bank, the Security Trustee or the
Facility Agent, any right or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or
remedy prevent any further or other exercise thereof or the exercise of any
other right or remedy. The rights and remedies contained in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.
Any of the Accounts Bank, the Security Trustee or the Facility Agent may
agree to any waiver of any of its rights or remedies under this Agreement
on such terms as it sees fit.
12.2 PARTIAL INVALIDITY
If, at any time, any provision of this Agreement is or becomes
illegal, invalid or unenforceable in any respect under the law of any
relevant jurisdiction, neither the legality, validity or enforceability of
the remaining provisions of this Agreement under the law of that
jurisdiction nor the legality, validity or enforceability of that or any
other provision of this Agreement under the law of any other jurisdiction
shall in any way be affected or impaired thereby unless the effect of the
foregoing would be substantially to alter the rights and obligations of the
parties originally agreed in this Agreement.
13. NOTICES
13.1 GIVING OF NOTICES
(a) All notices or other communications shall be in writing addressed
to the relevant party at its address specified in Schedule 3. A written
notice includes a notice by telex or facsimile transmission.
(b) Any such notice shall be deemed to be given:
(i) if by personal delivery or letter, when delivered;
(ii) if by telex, when despatched, but only if, at the time of
transmission, the correct answerback appears at the start
and at the end of the sender's copy of the notice; and
(iii) if by facsimile, when received.
(c) 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.
13.2 ENGLISH LANGUAGE
Each communication and document made or delivered by one party to
another pursuant to the this Agreement shall be in the English language or
accompanied by a translation into English certified (by an officer of the
person making or delivering the same) as being a true and accurate
translation thereof.
14. AMENDMENTS
This Agreement may not be amended except by an instrument in writing
signed by each of the Facility Agent, the Security Trustee (acting on the
instructions of the Facility Agent) and the Accountholders, provided that
no amendment to this Agreement shall impose any additional obligations on
the Security Trustee, the Facility Agent or the Accounts Bank without the
affected party's prior written consent.
15. LAW AND JURISDICTION
15.1 ENGLISH LAW
This Agreement shall be governed by English law.
15.2 JURISDICTION
(a) For the exclusive benefit of the Finance Parties, each of the
Accountholders irrevocably agrees that the courts of England are to 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 Clause 15 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 Clause 15.6 (ARBITRATION).
(b) Each of the Accountholders 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 Clause
15.2 and any claim that any such proceedings have been brought in an
inconvenient or inappropriate forum and further irrevocably agrees that a
judgment in any proceedings brought in the English courts shall be
conclusive and binding upon each of the Accountholders and may be enforced
in the courts of any other jurisdiction.
(c) Nothing contained in this Clause 15.2 shall limit the right of a
Finance Party to take proceedings against any of the Accountholders 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.
15.3 PROCESS AGENT
Each of the Accountholders hereby irrevocably and unconditionally:
(a) appoints Law Debenture Corporate Services Limited, whose address
is at Princes House, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ as
its process agent to receive, for and on its behalf, service of
process in England in any proceedings with respect to any Finance
Document;
(b) agrees that failure by any such process agent to give notice of
such process to it shall not impair the validity of such service or of
any judgment based thereon; and
(c) agrees that nothing in this Agreement shall affect the right to
serve process in any other manner permitted by law.
15.4 WAIVER OF IMMUNITY
To the extent that any of the Accountholders 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
undertaking, 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 to the extent that in any such jurisdiction there may be
attributed to any Accountholder any such immunity (whether or not claimed),
each of the Accountholders 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.
15.5 CONSENT TO ENFORCEMENT
Each of the Accountholders 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.
15.6 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 a Finance Party, 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 Clause
15.6. Such arbitration shall take place in London, England and shall be
conducted by three arbitrators, one of whom shall be nominated by the
Borrower, one by the relevant Finance Party and the third to be agreed
between the two arbitrators so nominated and in default he 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 that Act.
16. TRANSFERS
16.1 TRANSFERS BY THE BORROWER, KKM AND CAP(G)
None of the Accountholders may assign, transfer, novate or dispose of
any of, or any interest in, its rights or obligations under this Agreement.
16.2 TRANSFERS BY THE SECURITY TRUSTEE
The Security Trustee may not assign, transfer, novate or dispose of
any of, or any interest in, its rights or obligations under this Agreement
except in accordance with Clause 10 of the Security Trust Deed.
16.3 TRANSFERS BY THE FACILITY AGENT
The Facility Agent may not assign, transfer, novate or dispose of any
of, or any interest in, its rights or obligations under this Agreement
except in accordance with Clause 25.10 (RESIGNATION OF THE FACILITY AGENT)
of the Loan Agreement.
16.4 TRANSFERS BY THE ACCOUNTS BANK
The Accounts Bank may not assign, transfer, novate or dispose of any
of, or any interest in, its rights or obligations under this Agreement
except in accordance with Clause 11.3 (CHANGE OF ACCOUNTS BANK).
17. 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 instrument.
IN WITNESS WHEREOF the parties hereto have executed and delivered this
Agreement on the date first above written.
THE ACCOUNTHOLDERS
SIGNED on behalf of
CHAPARRAL RESOURCES, INC.
by /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Chairman
In the presence of:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SIGNED on behalf of
CENTRAL ASIAN PETROLEUM (GUERNSEY)
LIMITED
by /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
In the presence of:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SIGNED on behalf of
CLOSED TYPE JSC KARAKUDUKMUNAY
by /S/ ▇▇▇▇▇▇▇ ▇. KLINCHEV
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. Klinchev
Title: General Director
by /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Finance Director
THE FACILITY AGENT
SIGNED on behalf of
SHELL CAPITAL SERVICES LIMITED
by /S/ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
Title: Attorney-in-Fact
In the presence of:
/S/ ZURINA SABAR
-----------------------------
Name: Zurina Sabar
SECURITY TRUSTEE
The COMMON SEAL of
THE LAW DEBENTURE TRUST CORPORATION
p.l.c.
was hereunto affixed in the presence of:
by /S/ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Title: Director
by /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorised Signatory
ACCOUNTS BANK
SIGNED on behalf of
ABN AMRO BANK N.V.
by /S/ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇. ▇▇▇▇▇▇▇
Title: Vice President
by /S/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
SCHEDULE 1
ACCOUNT REQUESTS
PART I
FORM OF KKM PROCEEDS ACCOUNT REQUEST
To: SHELL CAPITAL SERVICES LIMITED
as Facility Agent (the "Facility Agent")
cc: Chaparral Resources, Inc.
[Date]
Dear Sirs,
KKM PROCEEDS ACCOUNT REQUEST
EITHER
[1. We refer to Clause 4.2(b)(i) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby certify that:
(a) the items (if any) listed in Schedule 1(a) to this Account
Request constitute KKM Permitted Expenses which are to be paid in
the amounts and on the dates set out opposite such items in
Schedule 1(a) direct to the accounts of the relevant payees set
out opposite such items in Schedule 1(a) to meet expenditures
required to achieve Project Completion; and
(b) each of the amounts set out in Schedule 1(a) do not exceed the
amounts projected to be paid under the [Project Budget/KKM
Operating Budget] on or before the dates set out in Schedule
1(a).
2. We hereby irrevocably request that the amounts set out opposite the
items of expenses listed in Schedule 1(a) are transferred for value on
the relevant dates from the KKM Proceeds Account to the relevant
payees to meet such items of expenditure.
OR
[1. We refer to Clause 4.2(b)(ii) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
certify that:
_______________
Delete as applicable.
(a) the items (if any) listed in Schedule 1(a) to this Account
Request constitute KKM Permitted Expenses which are due and
payable or are projected to be due and payable during the
calendar month following receipt of the Bank Instruction
corresponding to this Account Request; and
(b) the amount set out in paragraph 2 below does not exceed the
aggregate amount projected to be paid under the [Project Budget/
KKM Operating Budget] during the calendar month following receipt
of this Account Request.
2. We hereby irrevocably request that on the first Business Day of the
calendar month following receipt of the Bank Instruction corresponding
to this Account Request, an amount equal to $[ ] be transferred
from the KKM Proceeds Account to *[insert name of payee and account
details][the KKM Dollar Operating Account] and on the eleventh
Business Day of the calendar month following receipt of this Bank
Instruction corresponding to this Account Request, an amount equal to
$[ ] be transferred from the KKM Proceeds Account to *[insert name
of relevant payee and account details][the KKM Dollar Operating
Account].
*3. We confirm that *[no more than $100,000 is payable to a single
recipient in respect of KKM Permitted Expenses.] *[an amount equal to
or more than $100,000 is payable to [insert details of single
recipient] and we instruct you to make such payment direct to the
recipient in accordance with the request in paragraph 2 above].
*4. We confirm that the payment requested in paragraph 2 *[is not required
to make payments of [Royalties][Project Taxes.] *[is required to make
payments of [Royalties][Project Taxes] and we instruct you to make
such payment direct to the recipient in accordance with the request in
paragraph 2 above.]
OR
[1. We refer to Clause 4.2(b)(iii) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others.
2. We hereby irrevocably request that on the first Quarterly Date
following receipt of the Bank Instruction corresponding to this
Account Request, an amount equal to $[ ] be transferred from the
KKM Proceeds Account to the CAP(G) Receipts Account which will be
applied in or towards meeting the Reserve Balance for the CRI Debt
Service Reserve Account on the Project Completion Date.]
OR
[1. We refer to Clause 4.2(b)(iv) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
certify that:
(a) the items (if any) listed in Schedule 1(a) to this Account
Request constitute Additional Permitted Expenses which are due
and payable during the period commencing on the Quarterly Date
following receipt of the Bank Instruction corresponding to this
Account Request and ending on the date falling immediately prior
to the next succeeding Quarterly Date;
(b) the amount set out in paragraph 2 below does not exceed the
aggregate amount projected to be paid under the CRI Operating
Budget during the relevant period.
2. We hereby irrevocably request that on the first Quarterly Date
following receipt of the Bank Instruction corresponding to this
Account Request, an amount equal to $[ ] be transferred from the
KKM Proceeds Account to the CAP(G) Receipts Account.]
OR
[1. We refer to Clause 4.3(d) of the Accounts Agreement dated [ ] 2000
(the "Accounts Deed"), made between ourselves and others and certify
that the amount to be transferred from the KKM Proceeds Account in
accordance with paragraph 2 below:
(a) will be used to make payments permitted under Clause 17.9 of the
Loan Agreement; and
(b) is equal to the Excess Funds available as at the Reduction Date.
2. We hereby irrevocably request that as soon as reasonably practicable
and in any event for value within 30 days following the Reduction
Date, an amount equal to $[ ] be transferred from the KKM
Proceeds Account. $[ ] of the amount shall be transferred to the
CAP(G) Receipts Account and $[ ] of the amount shall be
transferred to [insert name of payee and account details].]
*[3/5]. In respect of the direct payment of [Additional Permitted
Expenses][KKM Permitted Expenses], we certify that the amounts
set out
in Schedule 1(a) are:
(a) [Additional Permitted Expenses][KKM Permitted Expenses] which
[are][is] due and payable and [has][have] not been paid;
(b) no amounts have been previously requested or withdrawn from any
Project Account to meet such expenses; and
(c) we attach a statement briefly listing the [Additional Permitted
Expenses][KKM Permitted Expenses] and identifying the person to
whom we are required to pay such amounts and confirm that the
details in such list are accurate and correct.
*[4/6]. We confirm that the payments requested in this Account Request,
and the application of such payments, will not result in a
contravention of the Finance Documents and are consistent with
the
terms of Clauses 4 of the Accounts Agreement.
*[5/7]. We confirm that no Potential Event of Default or Event of Default
has occurred and is continuing under the Finance Documents.
Unless otherwise defined herein, defined terms used in this Account
Request have the meaning provided in the Accounts Agreement.
This Account Request is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
CLOSED TYPE JSC KARAKUDUKMUNAY
*Delete as applicable.
SCHEDULE 1(A) TO KKM PROCEEDS ACCOUNT REQUEST
[insert items constituting Additional Permitted Expenses, expenditures or
KKM Permitted Expenses, as applicable, which are to be paid directly to the
account of the recipient or to the Project Accounts]
SCHEDULE 1
PART II
FORM OF INVESTMENT REQUEST
To: SHELL CAPITAL SERVICES LIMITED as Facility Agent (the "FACILITY
AGENT")
[Date]
Dear Sirs,
INSTRUCTION IN RESPECT OF PAYMENTS TO BE APPLIED TOWARDS AUTHORISED
INVESTMENTS
1. We refer to Clause *[4.6] *[5.5] *[6.9] of the Accounts Agreement,
dated [ ] 2000 (the "Accounts Deed"), made between and among
ourselves and yourselves and others.
2. We irrevocably request the transfer, on [DATE], of an amount equal to
$ [ ] from the *[KKM Proceeds Account] *[CAP(G) Disbursement
Account] *[CAP(G) Receipts Account] *[CRI Debt Service Reserve
Account] *[CRI Disbursement Account] *[CRI Receipts Account] to
[insert details of investment account].
3. We confirm that the credit balance of the *[KKM Proceeds Account]
*[CAP(G) Disbursement Account] *[CAP(G) Receipts Account] *[CRI Debt
Service Reserve Account] *[CRI Disbursement Account] *[CRI Receipts
Account] at the date of this Account Request exceeds $250,000.
4. We confirm that the payments requested in this Account Request, and
the application of such payments, will not result in a contravention
of the Finance Documents and are consistent with the terms of Clause
*[4.6] *[5.5] *[6.9] of the Accounts Agreement.
5. We confirm that no Potential Event of Default or Event of Default has
occurred and is continuing under the Finance Documents.
Unless otherwise defined herein, defined terms used in this Account
Request have the meaning provided in the Accounts Agreement.
This Account Request is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
*[CLOSED TYPE JSC KARAKUDUKMUNAY] *[CENTRAL ASIAN PETROLEUM (GUERNSEY)
LIMITED] *[CHAPARRAL RESOURCES, INC.]
*Delete as applicable.
SCHEDULE 1
PART III
FORM OF CAP(G) DISBURSEMENT ACCOUNT REQUEST
To: SHELL CAPITAL SERVICES LIMITED as Facility Agent (the "FACILITY
AGENT")
[Date]
Dear Sirs,
CAP(G) DISBURSEMENT ACCOUNT REQUEST
1. We hereby irrevocably request that for value on the first Business Day
of the calendar month following receipt of the Bank Instruction
corresponding to this Account Request an amount equal to $[ ] be
transferred from the CAP(G) Disbursement Account to the KKM Proceeds
Account in respect of advances under the CAP(G)-KKM Loan Agreement.
2. We confirm that the payments requested in this Account Request, and
the application of such payments, will not result in a contravention
of the Finance Documents and are consistent with the terms of Clause
5.2 of the Accounts Agreement.
3. We confirm that no Potential Event of Default or Event of Default is
continuing under the Finance Documents.
Unless otherwise defined herein, defined terms used in this Account
Request have the meaning provided in the Accounts Agreement.
This Account Request is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
CENTRAL ASIAN PETROLEUM (GUERNSEY) LIMITED
SCHEDULE 1
PART IV
FORM OF CRI DISBURSEMENT ACCOUNT REQUEST
To: SHELL CAPITAL SERVICES LIMITED as Facility Agent (the "FACILITY
AGENT")
[Date]
Dear Sirs,
CRI DISBURSEMENT ACCOUNT REQUEST
EITHER
[1. We refer to Clause 6.2(b)(i) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby certify that:
(a) the items (if any) listed in Schedule 1(a) to this Account
Request constitute CRI Overheads which are due and payable or
projected to be due and payable during the calendar month
following receipt of the Bank Instruction corresponding to this
Account Request; and
(b) the amount set out in paragraph 2 below does not exceed the
aggregate amount projected to be paid under the CRI Operating
Budget during the calendar month following receipt of the Bank
Instruction corresponding to this Account Request.
2. We hereby irrevocably request that for value on [DATE]] an amount
equal to $[ ] be transferred from the CRI Disbursement Account to
the CRI Operating Account to meet the expenses referred to in
paragraph 1 above.
OR
[1. We refer to Clause 6.2(b)(ii) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Disbursement Account to
Deutsche Bank AG, New York Branch [insert details of account] in
respect of the Hedging Payment which is due and payable as
contemplated under the Hedging Agreement.]
OR
_______________
Delete as applicable.
[1. We refer to Clause 6.2(b)(iii) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Disbursement Account to
[insert name of payee and account details] in respect of premiums
which are due for payment under the Political Risk Policy.]
OR
[1. We refer to Clause 6.2(b)(iv) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Disbursement Account to
[insert name of payee and account details] in respect of premiums
which are due for payment under the Transportation Risk Insurance
Policy.]
OR
[1. We refer to Clause 6.2(b)(v) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Disbursement Account to
[insert name of payee and account details] in respect of interest due
for payment under the Senior Facility and fees and expenses due for
payment in respect of any of the Finance Documents.]
OR
[1. We refer to Clause 6.2(b)(vi) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Disbursement Account to
[insert name of payee and account details] in respect of advances
under the CRI-CAP(G) Loan Agreement which advances are in turn to be
advanced by CAP(G) to KKM under the CAP(G)-KKM Loan Agreement.]
[2/3.] We certify that:
(a) no amounts have been previously requested or withdrawn from any
Project Account to meet any of the expenses detailed above; and
(b) no amounts have been withdrawn from the CRI Disbursement Account
to meet any of our obligations under the Service Contract.
[3/4.] We confirm that the payments requested in this Account Request,
and the application of such payments, will not result in a
contravention of the Finance Documents and are consistent with
the
terms of Clause 6 of the Accounts Agreement.
[4/5.] We confirm that no Potential Event of Default or Event of Default
has occurred and is continuing under the Finance Documents.
Unless otherwise defined herein, defined terms used in this Account
Request have the meaning provided in the Accounts Agreement.
This Account Request is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
CHAPARRAL RESOURCES INC.
SCHEDULE 1(A) TO CRI DISBURSEMENT ACCOUNT REQUEST
[insert items constituting CRI Overheads which are to be paid directly to
the account of the recipient or to the CRI Operating Account]
SCHEDULE 1
PART V
FORM OF INSURANCE REQUEST
To: SHELL CAPITAL SERVICES LIMITED as Facility Agent (the "Facility
Agent")
[Date]
Dear Sirs,
INSURANCE REQUEST
1. We refer to Clause 4.2(c) of the Accounts Agreement dated [ ] 2000
(the "Accounts Deed"), made between ourselves and others and hereby
certify that:
(a) the items (if any) listed in Schedule [1 ] attached to this
Account Request constitute Insurance Proceeds to which Clause
7.7(a) of the Loan Agreement apply;
(b) the items (if any) listed in Schedule [2 ] attached to this
Account Request constitute Insurance Proceeds to which Clause
7.7(b)(i) of the Loan Agreement apply;
(c) the items (if any) listed in Schedule [3 ] attached to this
Account Request constitute Insurance Proceeds to which Clause
7.7(b)(ii)(A) of the Loan Agreement apply;
(d) the items (if any) listed in Schedule [4 ] attached to this
Account Request constitute Insurance Proceeds to which Clause
7.7(b)(ii)(B) of the Loan Agreement apply; and
(e) the items (if any) listed in Schedule [5 ] attached to this
Account Request constitute Insurance Proceeds in respect of third-
party liabilities and the provisions of Clause 7.7(b)(iii) of the
Loan Agreement have been complied with.
2. We irrevocably request you to transfer, as soon as is reasonably
practicable, and in any event for value on [DATE]]:
(a) with respect to the items listed in the attached Schedule [ 1 ],
$[ ] from the KKM Proceeds Account to the CAP(G)
Receipts Account;
(b) with respect to the items listed in the attached Schedule [ 2 ],
$[ ] from the KKM Proceeds Account to [insert name of
payee and details of account];
(c) with respect to the items listed in the attached Schedule [ 3 ],
$[ ] from the KKM Proceeds Account to [insert name of
payee and account details];
(d) with respect to the items listed in the attached Schedule [ 4 ],
$[ ] from the KKM Proceeds Account to [insert name of payee
and details of account]; and
(e) with respect to the items listed in the attached Schedule [ 5 ],
$[ ] from the KKM Proceeds Account to [insert name of
payee and details of account].
3. We certify that:
(a) in respect of any transfer contemplated under paragraph 2(b)
above, the Facility Agent has approved the application of such
Insurance Proceeds to the recipient named therein;
(b) in respect of the transfer contemplated under paragraphs 2(c) and
2(d) above, the amount of the disbursement is required to meet
the costs of any reinstatement, replacement or repair which is
due for payment on the date of the requested disbursement and the
amount disbursed does not exceed the Insurance Proceeds available
to meet such costs on or before such date;
(c) in respect of the transfer contemplated under paragraph 2(e)
above, the amount of the disbursement is required to meet the
costs of third party liabilities which are due for payment on the
date of the requested disbursement and the amount disbursed does
not exceed the Insurance Proceeds available to meet such costs on
or before such date;
(d) the payments requested in this Account Request, and the
application of such payments, will not result in a contravention
of the Finance Documents and are consistent with the terms of
Clauses 4.2(c) and 4.4 of the Accounts Agreement;
(e) no other amounts have been previously requested and withdrawn
from any Project Account to meet the payments contemplated by
this Account Request; and
(f) no Potential Event of Default or Event of Default has occurred
and is continuing under the Finance Documents.
Unless otherwise defined herein, defined terms used in this Account
Request have the meaning provided in the Accounts Agreement. This Account
Request is governed by and shall be construed in accordance with the laws
of England.
Yours faithfully,
...........................................
For and on behalf of
CLOSED TYPE JSC KARAKUDUKMUNAY
SCHEDULE 1
PART VI
FORM OF CRI RECEIPTS ACCOUNT REQUEST
To: SHELL CAPITAL SERVICES LIMITED as Facility Agent (the "FACILITY
AGENT")
[Date]
Dear Sirs,
CRI RECEIPTS ACCOUNT REQUEST
EITHER
[1. We refer to Clause 6.5(b)(i) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Receipts Account to [insert
name of payee and account details] in respect of premiums which are
due for payment under the Political Risk Policy;]
OR
[1. We refer to Clause 6.5(b)(ii) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby certify that:
(a) the items (if any) listed in Schedule 1(a) to this Account
Request constitute CRI Overheads which are due and payable during
the calendar month following receipt of the Bank Instruction
corresponding to this Account Request; and
(b) the amount set out in paragraph 2 below does not exceed the
aggregate amount projected to be paid under the CRI Operating
Budget during the relevant period.
2. We hereby irrevocably request that for value on [DATE]] an amount
equal to $[ ] be transferred from the CRI Receipts Account to the
CRI Operating Account.
OR
[1. We refer to Clause 6.5(b)(iii) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Receipts Account to the
Facility Agent [insert details of Facility Agent's account] in respect
of any costs, expenses and indemnities payable by the Accountholders,
or any
_______________
Delete as applicable.
of them, to the Facility Agent, the Security Trustee, the Accounts
Bank, the Arranger or any of them under or in respect of any of the
Finance Documents.]
OR
[1. We refer to Clause 6.5(b)(iv) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby certify that the amount set out in paragraph 2 below is
required to ensure that the balance in the CRI Debt Service Reserve
Account is at least equal to the Reserve Balance.
2. We hereby irrevocably request that for value on [DATE] an amount equal
to $[ ] be transferred from the CRI Receipts Account to the CRI
Debt Service Reserve Account.]
OR
[1. We refer to Clause 6.5(b)(v) of the Accounts Agreement dated [ ]
2000 (the "Accounts Deed"), made between ourselves and others and
hereby irrevocably request that for value on [DATE]] an amount equal
to $[ ] be transferred from the CRI Disbursement Account to the
Facility Agent [insert details of Facility Agent's account] in respect
of [fees/interest/ principal repayments/prepayments] due to the
Finance Parties under or in respect of the Loan Agreement.]
[2/3/5.] We certify that:
(a) no amounts have been previously requested and withdrawn from any
Project Account to meet the expenses contemplated by this Account
Request;
(b) no amounts have been withdrawn from the CRI Disbursement Account
to meet our obligations under the Service Contract; and
[3/4/6.] We confirm that the payments requested in this Account Request,
and the application of such payments, will not result in a
contravention of the Finance Documents and are consistent with
the
terms of Clause 6.5 of the Accounts Agreement.
[4/5/6.] We confirm that no Potential Event of Default or Event of Default
has occurred and is continuing under the Finance Documents.
Unless otherwise defined herein, defined terms used in this Account
Request have the meaning provided in the Accounts Agreement.
This Account Request is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
CHAPARRAL RESOURCES, INC.
* Delete as applicable.
SCHEDULE 1(A) TO CRI RECEIPTS ACCOUNT REQUEST
[insert items constituting CRI Overheads which are to be paid directly to
the account of the recipient.]
SCHEDULE 1
PART VII
FORM OF CRI DEBT SERVICE ACCOUNT REQUEST
To: SHELL CAPITAL SERVICES LIMITED as Facility Agent (the "Facility
Agent")
[Date]
Dear Sirs,
DEBT SERVICE ACCOUNT REQUEST
1. We refer to Clause 6.8 of the Accounts Agreement dated [ ] 2000
(the "Accounts Deed"), made between ourselves and others.
2. We hereby certify that the amount requested to be transferred from the
Debt Service Reserve Account to the CRI Receipts Account in accordance
with paragraph 3 constitutes the credit balance of the CRI Debt
Service Reserve Account which is in excess of the Reserve Balance.
3. We irrevocably request the payment for value on [DATE]] of $[ ]
from the CRI Debt Service Account to the CRI Receipts Account.
4. We confirm that the payments requested in this Account Request, and
the application of such payments, will not result in a contravention
of the Finance Documents and are consistent with the terms of Clause
6.8 of the Accounts Agreement.
5. We confirm that no Potential Event of Default or Event of Default is
continuing under the Finance Documents other than as specified below.
Unless otherwise defined herein, defined terms used in this Account
Request have the meaning provided in the Accounts Agreement.
This Account Request is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
CHAPARRAL RESOURCES, INC.
SCHEDULE 1
PART VIII
FORM OF KKM EMERGENCY ACCOUNT REQUEST
To: SHELL CAPITAL SERVICES LIMITED (the "Facility Agent").
Cc: CHAPARRAL RESOURCES, INC.
Dear Sirs,
BANK INSTRUCTION
1. We refer to Clause 4.2(d) the Accounts Agreement dated [ ]
2000 (the "Accounts Deed") made between, amongst others, ourselves as
an Accountholder, yourselves as Facility Agent and ABN AMRO Bank N.V.,
London Branch as Accounts Bank (the "Accounts Bank").
2. We hereby irrevocably request that an amount equal to $[ ]
be transferred from the KKM Proceeds Account to [insert name of payee
and account details].
3. We certify that:
(a) the amount of the disbursement requested in paragraph 2 above is
to pay for emergency expenditures permitted pursuant to clause
17.14(b) of the Loan Agreement which are due for payment on the
date of this Bank Instruction;
(b) *[the amount to be disbursed, when aggregated with all other
amounts previously disbursed pursuant to clause 17.14(b) of the
Loan Agreement, does not exceed, in aggregate, $300,000] *[the
amount to be disbursed, when aggregated with all other amounts
previously disbursed pursuant to clause 17.14 (b) of the Loan
Agreement does exceed, in aggregate, $300,000 and the Facility
Agent has countersigned this Bank Instruction];
(c) no other amounts have been withdrawn from any Project Account to
meet any such expenses; and
(d) we attach a statement briefly listing the expenses and
identifying the person to whom we are required to pay such
amounts and confirm that the details in such list are accurate
and correct.
4. We confirm that the payments requested in this Bank Instruction, and
the application of such payments, will not result in a contravention
of the Finance Documents and are consistent with the terms of Clauses
4.2(d) and 4.4 of the Accounts Agreement.
5. We confirm that no Potential Event of Default or Event of Default has
occurred and is continuing under the Finance Documents.
Unless otherwise defined herein, defined terms used in this Bank
Instruction have the meaning provided in the Accounts Agreement.
This Bank Instruction is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
CLOSED TYPE JSC KARAKUDUKMUNAY
* Delete as applicable.
SCHEDULE 1
PART IX(A)
FORM OF BANK INSTRUCTION
To: ABN AMRO BANK N.V., LONDON BRANCH as Accounts Bank (the "Accounts
Bank")
Cc: CHAPARRAL RESOURCES, INC.
[CLOSED TYPE JSC KARAKUDUKMUNAY]
Dear Sirs,
BANK INSTRUCTION
We refer to the Accounts Agreement dated [ ] 2000 (the "Accounts
Deed") made between, amongst others, ourselves as Facility Agent and
yourselves as Accounts Bank.
1. We confirm that we have received the attached request in respect of
*[KKM Proceeds Account / CAP(G) Disbursement Account / CRI Debt
Service Reserve Account / CRI Disbursement Account / CRI Receipts
Account / KKM Emergency Account] Request (the "REQUEST") from *[ the
Borrower / KKM / CAP(G)].
OR
[2. Pursuant to Clause 4.3 of the Accounts Agreement we irrevocably
instruct you to transfer from account number [ ], the
KKM Proceeds Account, to account number [ ], the
CAP(G) Receipts Account, an amount equal to $[ ]
representing the KKM Credit Balance [after deduction of an amount of
$[ ] representing Excess Funds] for value on [Date].]
OR
[2. Pursuant to Clause 4.2(d) of the Accounts Agreement we irrevocably
instruct you to transfer from account number [ ],
the KKM Proceeds Account, to the [insert details of payee and account
details] an amount equal to $[ ] to meet emergency
expenditure permitted to be incurred pursuant to Clause 17.14(b) of
the Loan Agreement for value on [DATE].]
OR
[2. Pursuant to Clause 5.2 of the Accounts Agreement we irrevocably
instruct you to transfer from account number [ ],
the CAP(G) Receipts Account, to account number [ ],
the CRI Receipts Account, an amount equal to $[ ]
representing all funds standing to the credit of the CAP(G) Receipts
Account for value on [Date].]
OR
[2. Pursuant to Clause 6.5(c) of the Accounts Agreement we irrevocably
instruct you to transfer from account number [ ],
the CRI Receipts Account, to the Facility Agent [insert details of
Facility Agent's account] an amount equal to $[ ] as a
mandatory prepayment of the Loan pursuant to clause 7.6 of the Loan
Agreement for value on [DATE].]
OR
[2. Pursuant to Clause 6.8(e) of the Accounts Agreement we irrevocably
instruct you to transfer from account number [ ],
the CRI Debt Service Reserve Account, to the Facility Agent [insert
details of Facility Agent's account] an amount equal to $[ ]
representing the shortfall in funds standing to the credit of the CRI
Receipts Account to meet payments due to the Senior Lenders under the
Finance Documents for value on [DATE].]
*[2/3.] We irrevocably instruct you to make the payments for value on
[DATE]] *[on the next Reduction Date] *[on the next Quarterly
Date]
and otherwise in accordance with the Request and Clause 3.2 of
the
Accounts Agreement.
Unless otherwise defined herein, defined terms used in this Bank
Instruction have the meaning provided in the Accounts Agreement.
This Bank Instruction is governed by and shall be construed in
accordance with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
SHELL CAPITAL SERVICES LIMITED
as Facility Agent
* Delete as applicable.
SCHEDULE 1
PART IX(B)
FORM OF BANK INSTRUCTION
To: ABN AMRO BANK N.V., LONDON BRANCH as Accounts Bank (the "Accounts
Bank")
Cc: CHAPARRAL RESOURCES, INC.
[CLOSED TYPE JSC KARAKUDUKMUNAY]
Dear Sirs,
INVESTMENT INSTRUCTION
We refer to the Accounts Agreement dated [ ] 2000 (the "Accounts
Deed") made between, amongst others, ourselves as Facility Agent and
yourselves as Accounts Bank.
1. We confirm that we have received the attached Investment Request.
2. We have consented to the Investment Request and have agreed to the
payment being made from the *[KKM Proceeds Account / CAP(G)
Disbursement Account / CAP(G) Receipts Account / CRI Debt Service
Reserve Account / CRI Disbursement Account / CRI Receipts Account] and
we irrevocably instruct you to make the payment for value on [DATE]]
and otherwise in accordance with the Investment Request and Clause 3.2
of the Accounts Agreement.
3. We also confirm that the Security Trustee will receive satisfactory
security in accordance with the terms of the Accounts Agreement in
respect of amounts invested as Authorised Investments pursuant to this
Instruction.
Unless otherwise defined herein, defined terms used in this
Instruction have the meaning provided in the Accounts Agreement.
This Instruction is governed by and shall be construed in accordance
with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
SHELL CAPITAL SERVICES LIMITED
as Facility Agent
* Delete as applicable.
SCHEDULE 2
DEFAULT AND ENFORCEMENT NOTICES
PART I
DEFAULT NOTICE
To: ABN AMRO BANK N.V. LONDON BRANCH as Accounts Bank
cc: CHAPARRAL RESOURCES, INC.
[Date]
Dear Sirs,
DEFAULT NOTICE
1. We refer to Clause 8.1 (Default Notices) of the Accounts Agreement
dated [ ], 2000 (the "Accounts Deed") made between ourselves
and others.
2. We hereby inform you that * [a Potential Event of Default/Event of
Default] is subsisting.
3. We hereby instruct you, unless you receive our express written consent
to the contrary, not to withdraw any amount from any Charged Account
upon the instruction or request of the Borrower whilst this Default
Notice is in force.
4. This Default Notice shall remain in force until you receive a Default
Revocation Notice from us.
Unless otherwise defined herein, defined terms used in this
Instruction have the meaning provided in the Accounts Agreement.
This Instruction is governed by and shall be construed in accordance
with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
SHELL CAPITAL SERVICES LIMITED
as Facility Agent
* Delete as applicable.
SCHEDULE 2
PART II
FORM OF DEFAULT REVOCATION NOTICE
To: ABN AMRO BANK N.V. LONDON BRANCH as Accounts Bank
cc: CHAPARRAL RESOURCES, INC. as Borrower
[Date]
Dear Sirs,
DEFAULT REVOCATION NOTICE
1. We refer to Clause 8.1 (Default Notices) of the Accounts Agreement
dated [ ] (the "Accounts Deed"), 2000, made between
ourselves and others and the Default Notice addressed to you dated [
] a copy of which is attached to this notice.
2. We hereby revoke the Default Notice referred to in paragraph 1 with
effect commencing upon the date of this Default Revocation Notice.
Unless otherwise defined herein, defined terms used in this
Instruction have the meaning provided in the Accounts Agreement.
This Instruction is governed by and shall be construed in accordance
with the laws of England.
Yours faithfully,
...........................................
For and on behalf of
SHELL CAPITAL SERVICES LIMITED
as Facility Agent
SCHEDULE 3
ADDRESSESS FOR NOTICES
(a) The address and facsimile number of the Borrower is:
Chaparral Resources, Inc.,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇.
Attention: President
Facsimile: (▇▇▇) ▇▇▇ ▇▇▇▇
or such other as the Borrower may notify to the other parties by not less
than five Business Days' notice.
(b) The address and facsimile number of CAP(G) is:
Central Asian Petroleum (Guernsey) Limited,
c/o Chaparral Resources, Inc.,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇.
Attention: President
Facsimile: (▇▇▇) ▇▇▇ ▇▇▇▇
or such other as CAP(G) may notify to the other parties by not less than
five Business Days' notice.
(c) The address and facsimile number of KKM is:
Closed Type JSC ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Kazakhstan.
Attention:
Facsimile: (7-3292) 518 336
Cc: the Borrower
or such other as KKM may notify to the other parties by not less than five
Business Days' notice.
(d) The address and facsimile number of the Facility Agent is:
Shell Capital Services Limited,
▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: The Financial Controller
Facsimile: 44 207 934 7058
or such other as the Facility Agent may notify to the other parties by not
less than five Business Days' notice.
(e) The address and facsimile number of the Accounts Bank is:
ABN AMRO Bank N.V., London Branch,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: Accounts Administration Department
Facsimile: 00 44 207 678 6690
or such other as the Accounts Bank may notify to the other parties by not
less than five Business Days' notice.
(f) The address and facsimile number of the Security Trustee is:
The Law Debenture Trust Corporation p.l.c.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: The Manager, Trust Management
Facsimile: ▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇/▇▇▇▇ ▇▇▇▇
Telex: 888347/8956803
or such other as the Security Trustee may notify to the other parties by
not less than five Business Days' notice.
TABLE OF CONTENTS
PAGE
1. Definitions and Construction . . . . . . . . . . . . . . . . . . 2
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Certain References . . . . . . . . . . . . . . . . . . . . 4
1.3 The Table of Contents and the Headings. . . . . . . . . . . 5
2. Establishment of the Project Accounts. . . . . . . . . . . . . . 5
2.1 Establishment of the Charged Accounts . . . . . . . . . . . 5
2.2 Location of Charged Accounts. . . . . . . . . . . . . . . . 5
2.3 Establishment of the KKM Operating Accounts . . . . . . . . 5
2.4 Establishment of the CRI Operating Account. . . . . . . . . 6
2.5 Currency of the Project Accounts. . . . . . . . . . . . . . 6
2.6 Transfers between Project Accounts. . . . . . . . . . . . . 6
2.7 Additional Accounts . . . . . . . . . . . . . . . . . . . . 6
2.8 Other Bank Accounts . . . . . . . . . . . . . . . . . . . . 7
2.9 Account Facilities . . . . . . . . . . . . . . . . . . . . 7
3. Account Requests and Instructions . . . . . . . . . . . . . . . 7
3.1 Submission of Instructions and Account Requests . . . . . . 7
3.2 Payment Procedure . . . . . . . . . . . . . . . . . . . . . 8
4. The KKM Proceeds Account . . . . . . . . . . . . . . . . . . . . 8
4.1 Payments into the KKM Proceeds Account. . . . . . . . . . . 8
4.2 Payments out of the KKM Proceeds Account. . . . . . . . . . 8
4.3 Investment Recovery . . . . . . . . . . . . . . . . . . . . 10
4.4 Limitations . . . . . . . . . . . . . . . . . . . . . . . . 11
4.5 Available Funds . . . . . . . . . . . . . . . . . . . . . . 12
4.6 Authorised Investments. . . . . . . . . . . . . . . . . . . 12
5. The CAP(G) Accounts. . . . . . . . . . . . . . . . . . . . . . . 13
5.1 Payments into the CAP(G) Disbursement Account . . . . . . . 13
5.2 Payments out of the CAP(G) Disbursement Account . . . . . . 13
5.3 Payments into the CAP(G) Receipts Account . . . . . . . . . 13
5.4 Payments out of the CAP(G) Receipts Account . . . . . . . . 13
5.5 Authorised Investments. . . . . . . . . . . . . . . . . . . 14
6. The CRI Accounts . . . . . . . . . . . . . . . . . . . . . . . . 14
6.1 Payments into the CRI Disbursement Account. . . . . . . . . 14
6.2 Payments out of the CRI Disbursement Account. . . . . . . . 14
6.3 Limitations . . . . . . . . . . . . . . . . . . . . . . . . 15
6.4 Payments into the CRI Receipts Account. . . . . . . . . . . 15
6.5 Payments out of the CRI Receipts Account. . . . . . . . . . 16
6.6 Available Funds . . . . . . . . . . . . . . . . . . . . . . 17
6.7 Limitations . . . . . . . . . . . . . . . . . . . . . . . . 17
6.8 CRI Debt Service Reserve Account. . . . . . . . . . . . . . 17
6.9 Authorised Investments. . . . . . . . . . . . . . . . . . . 18
7. The Operating Accounts . . . . . . . . . . . . . . . . . . . . . 18
7.1 Payments into the KKM Operating Accounts and the CRI
Operating Account . . . . . . . . . . . . . . . . . . . . . 18
7.2 Payments out of the KKM Operating Accounts and the CRI
Operating Account . . . . . . . . . . . . . . . . . . . . . 19
8. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.1 Default Notice . . . . . . . . . . . . . . . . . . . . . . 19
8.2 Enforcement . . . . . . . . . . . . . . . . . . . . . . . . 20
9. General Provisions Relating to the Project Accounts. . . . . . . 20
9.1 No Security Interests . . . . . . . . . . . . . . . . . . . 20
9.2 Instructions. . . . . . . . . . . . . . . . . . . . . . . . 20
9.3 Currencies. . . . . . . . . . . . . . . . . . . . . . . . . 21
9.4 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 22
9.5 Reliance on certificates. . . . . . . . . . . . . . . . . . 22
9.6 Access to records . . . . . . . . . . . . . . . . . . . . . 22
9.7 Information . . . . . . . . . . . . . . . . . . . . . . . . 23
9.8 Resolving administrative problems . . . . . . . . . . . . . 23
9.9 Acknowledgements. . . . . . . . . . . . . . . . . . . . . . 23
10. Representations and Warranties . . . . . . . . . . . . . . . . . 24
11. The Accounts Bank. . . . . . . . . . . . . . . . . . . . . . . . 24
11.1 Accounts Bank Terms and Conditions. . . . . . . . . . . . . 24
11.2 Waiver of set-off, etc. . . . . . . . . . . . . . . . . . . 24
11.3 Change of Accounts Bank . . . . . . . . . . . . . . . . . . 25
11.4 Fees, etc. . . . . . . . . . . . . . . . . . . . . . . . . 25
11.5 Costs of the Accounts Bank. . . . . . . . . . . . . . . . . 25
12. Remedies and waivers, partial invalidity . . . . . . . . . . . . 26
12.1 Remedies and Waivers. . . . . . . . . . . . . . . . . . . . 26
12.2 Partial Invalidity. . . . . . . . . . . . . . . . . . . . . 26
13. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
13.1 Giving of Notices . . . . . . . . . . . . . . . . . . . . . 26
13.2 English Language. . . . . . . . . . . . . . . . . . . . . . 27
14. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
15. Law And Jurisdiction . . . . . . . . . . . . . . . . . . . . . . 27
15.1 English Law . . . . . . . . . . . . . . . . . . . . . . . . 27
15.2 Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . 27
15.3 Process Agent . . . . . . . . . . . . . . . . . . . . . . . 28
15.4 Waiver of Immunity . . . . . . . . . . . . . . . . . . . . 28
15.5 Consent to Enforcement. . . . . . . . . . . . . . . . . . . 28
15.6 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . 28
16. Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
16.1 Transfers by the Borrower, KKM and CAP(G) . . . . . . . . . 29
16.2 Transfers by the Security Trustee . . . . . . . . . . . . . 29
16.3 Transfers by the Facility Agent . . . . . . . . . . . . . . 29
16.4 Transfers by the Accounts Bank. . . . . . . . . . . . . . . 29
17. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Schedule 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
FORM OF KKM PROCEEDS ACCOUNT REQUEST . . . . . . . . . . . . . . 32
FORM OF INVESTMENT REQUEST . . . . . . . . . . . . . . . . . . . 37
FORM OF CAP(G) DISBURSEMENT ACCOUNT REQUEST. . . . . . . . . . . 38
FORM OF CRI DISBURSEMENT ACCOUNT REQUEST . . . . . . . . . . . . 39
FORM OF INSURANCE REQUEST. . . . . . . . . . . . . . . . . . . . 43
FORM OF CRI RECEIPTS ACCOUNT REQUEST . . . . . . . . . . . . . . 45
FORM OF CRI DEBT SERVICE ACCOUNT REQUEST . . . . . . . . . . . . 48
FORM OF KKM Emergency Account Request. . . . . . . . . . . . . . 49
FORM OF BANK INSTRUCTION . . . . . . . . . . . . . . . . . . . . 51
FORM OF BANK INSTRUCTION . . . . . . . . . . . . . . . . . . . . 53
Schedule 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
DEFAULT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . 54
FORM OF DEFAULT REVOCATION NOTICE. . . . . . . . . . . . . . . . 55
Schedule 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
ADDRESSESS FOR NOTICES . . . . . . . . . . . . . . . . . . . . . 56