Exhibit 10.6
AGREEMENT
This Agreement is made as of the 8th day of May, 2002 between Chaparral
Resources, Inc., a Delaware Corporation ("Chaparral") and Exeter Finance Group,
Inc., a corporation organized under the law of the Turks and Caicos ("Exeter").
Chaparral and Exeter are sometimes hereinafter collectively referred to as the
"Parties", and individually as a "Party".
WHEREAS, Exeter acquired 50,000 shares of Chaparral's Series A Preferred
Stock ("Preferred Stock") which is currently convertible into 473,980 shares of
Chaparral's common stock for US$5,000,000, pursuant to a Subscription Agreement
dated November 21, 1997, and modified on March 6, 1998 (the Subscription
Agreement as modified is hereinafter referred to as the "Subscription
Agreement").
WHEREAS, Chaparral has entered into a Letter of Intent with Central Asian
Industrial Holdings, NV ("CAIH") dated March 21, 2002 that contemplates that
CAIH will make an investment in Chaparral's common stock.
WHEREAS, the Parties have agreed that in connection with such investment,
the Preferred Stock owned by Exeter should be redeemed by Chaparral.
NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Basic Transaction. Subject to the terms and conditions of this Agreement,
the Chaparral agrees to purchase from Exeter, and Exeter agrees to sell to
the Buyer, all of the Preferred Stock owned by Exeter for the consideration
specified in Paragraph 2 below.
2. Purchase Price. Chaparral agrees to pay to Exeter at the closing of this
transaction, US$2,300,000 (the "Purchase Price") payable in cash or by the
delivery of other immediately available funds pursuant to instructions to
be provided by Exeter in writing.
3. The Closing. The closing of the transactions contemplated by this Agreement
("Closing") shall take place at the offices of Chaparral in Houston, Texas,
commencing at 10:00 a.m. local time on the next business day following the
completion of the investment by CAIH in Chaparral ("Closing Date").
Chaparral will provide Exeter two business days notice of the expected date
of the Closing.
4. Deliveries at the Closing. At the Closing, Exeter will deliver to Chaparral
stock certificates representing all of its Preferred Stock, endorsed in
blank or accompanied by duly executed assignment documents, and Chaparral
will deliver to Exeter the consideration specified in Paragraph 2 above.
5. Representations and Warranties of Exeter. Exeter represents and warrants to
Chaparral that the statements contained in this Paragraph 5 are correct and
complete as of the date of this Agreement and will be correct and complete
as of the Closing Date.
(a) Exeter is duly organized, validly existing, and in good standing under
the laws of the jurisdiction of its incorporation.
(b) Exeter has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Exeter,
enforceable in accordance with its terms and conditions. Exeter need
not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.
(c) Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will (i) violate
any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Exeter is subject or any
provision of its charter or bylaws.
(d) Exeter has no liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which Chaparral could become liable
or obligated.
(e) Exeter holds of record and owns beneficially the Preferred Stock free
and clear of any restrictions on transfer, taxes, security interests,
options, warrants, purchase rights, contracts, commitments, equities,
claims, and demands. Exeter is not a party to any option, warrant,
purchase right, or other contract or commitment that could require it
to sell, transfer, or otherwise dispose of the Preferred Stock (other
than this Agreement).
6. Representations and Warranties of Chaparral. Chaparral represents and
warrants to Exeter that the statements contained in this Paragraph 6 are
correct and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date.
(a) Chaparral is duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation.
(b) Chaparral has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Chaparral,
enforceable in accordance with its terms and conditions. Chaparral
need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.
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(c) Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will (i) violate
any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Chaparral is subject or any
provision of its charter or bylaws.
(d) Chaparral has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which Exeter could
become liable or obligated.
7. Conditions to Obligation to Close.
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The obligation of the Parties to consummate the transactions contemplated
hereunder to be performed in connection with the Closing is subject to
satisfaction of the following conditions:
(a) the representations and warranties set forth in Paragraphs 5 and 6
above shall be true and correct in all material respects as of the
Closing Date and the Parties shall have delivered to each other,
certificates signed by their respective authorized officers or by
their counsel to this effect;
(b) CAIH shall have completed its investment in Chaparral.
(c) no action, suit, or proceeding shall be pending or threatened before
any court or administrative agency of any federal, state, local, or
foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (i)
prevent consummation of any of the transactions contemplated by this
Agreement, or (ii) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation (and no such
injunction, judgment, order, decree, ruling, or charge shall be in
effect);
(d) Either Party may waive any condition specified in this Paragraph 7 if
it executes a writing so stating at or prior to the Closing.
8. Termination.
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This Agreement may be terminated as set forth below in which case all
rights and obligations of the Parties hereunder shall terminate without
any liability of any Party to the other Party (except for any liability
of any Party then in breach).:
(a) By mutual written consent of the Parties at any time prior to the
Closing.
(b) Either Party may terminate this Agreement upon written notice to the
other if the Closing, has not occurred by __________________________.
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9. Miscellaneous.
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(a) No Party shall issue any press release or make any public announcement
relating to the subject matter of this Agreement prior to the Closing;
provided, however, that any Party may make any public disclosure it
believes in good faith is required by applicable law or any listing or
trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its reasonable best efforts to
advise the other Parties prior to making the disclosure).
(b) This Agreement shall not confer any rights or remedies upon any person
or entity other than the Parties and their respective successors and
permitted assigns.
(c) This Agreement (including the documents referred to herein)
constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the
Parties, written or oral, to the extent they related in any way to the
subject matter hereof.
(d) This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns. Exeter
may not assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of
Chaparral; provided, however, that Chaparral may assign any or all of
its rights and interests hereunder to one or more of its affiliates.
As used in this Agreement, the term affiliate shall have the meaning
set forth in Rule 12b-2 of the regulations promulgated under the
Securities Exchange Act of 1934, as amended.
(e) Except as herein expressly provided, the Closing of this Agreement and
the transaction contemplated hereunder shall operate as a full and
complete termination and discharge of all of the obligations of the
Parties to each other. The Parties hereby release and discharge each
other and their respective officers, directors, employees, agents,
affiliates, shareholders, attorneys, representatives, successors and
assigns form any and all claims, liabilities or obligations that are
related to the Preferred Stock, the Subscription Agreement or this
Agreement.
(f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will
constitute one and the same instrument.
(g) For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when personally hand-delivered
or when mailed by registered or certified mail, or by such other
commercially reasonable expedited delivery service as is generally
relied upon by the Company (such as Federal Express), with all fees or
postage prepaid, and addressed as follows or to such other address as
any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective
only upon receipt:
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If to Chaparral:
Chaparral Resources, Inc.
16945 Northchase Drive
Suite 1620
Houston, TX 77060
Attention: Treasurer
Telephone: 281-877-7100
Fax: 281-877-0985
With a copy to:
Alan D. Berlin, Esq.
Corporate Secretary
c/o Aitken Irvin Berlin & Vrooman, LLP
2 Gannett Drive
White Plains, New York 10604
Telephone: 914-694-5717
Fax: 914-694-1647
If to Exeter:
With a copy to:
(h) This Agreement shall be governed by and construed in accordance with
the domestic laws of the State of New York without giving effect to
any choice or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of
New York.
(i) Except as provided in Paragraph 9(i) below, each of the Parties
submits to the jurisdiction of any state or federal court sitting in
New York, New York, in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of
the action or proceeding may be heard and determined in any such
court. Each of the Parties waives any defense of inconvenient forum to
the maintenance of any action or proceeding so brought and waives any
bond, surety, or other security that might be required of any other
Party with respect thereto.
(j) Exeter acknowledges and agrees that Chaparral would be damaged
irreparably in the event any of the provisions of this Agreement are
breached by Exeter. Accordingly, Exeter agrees that Chaparral shall be
entitled to an injunction to prevent any breach of this Agreement and
to enforce specifically this Agreement and the terms and provisions
hereof in any action instituted in any court of the United States or
any state thereof having jurisdiction over Exeter and the matter, in
addition to any other remedy to which Chaparral may be entitled, at
law or in equity.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
CHAPARRAL RESOURCES, INC.
By: /s/ James A. Jeffs
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Title: Co-Chairman
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EXETER FINANCE GROUP, INC.
By: /s/ G. Howard
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Title: Director
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