Exhibit 10.2
CORPORATE ADMINISTRATIVE AND FINANCIAL ADVISORY
SERVICES AGREEMENT
This Corporate Administrated Services Agreement (the "Agreement") is made as of
the date set forth below by and between Nelson Resources Limited ("Service
Provider"), a company incorporated under the laws of Bermuda, and Chaparral
Resources, Inc. ("Chaparral"), incorporated under the laws of the State of
Delaware.
WHEREAS, Chaparral is a company that is actively engaged in the business of
managing its investments in certain oil and gas exploration and production
activities and requires corporate administrative services and financial advisory
services to support its business activities.
WHEREAS, the Service Provider currently has, and will maintain during the term
of this Agreement, the resources and expertise necessary to perform the required
services for Chaparral.
WHEREAS, the Chaparral has determined that the provision
of the required services as contemplated under this Agreement will enable it to
obtain the services in a cost-efficient manner.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:
1. SERVICES TO BE PROVIDED
1.1. The services covered by this Agreement include the services listed in
Schedule I and Schedule II and/or such other services as specifically
requested by the Chaparral from time to time in writing and accepted by the
Service Provider.
1.2. The specific activities will vary over time, and will be agreed to annually
by designated executives of the Service Provider and Chaparral.
1.3. The Service Provider shall discharge its duties properly, diligently,
faithfully and to the best of its ability in the best interest of
Chaparral, provided that the Service Provider shall not be obliged to do or
omit to do anything which it considers to be in conflict with the lawful
interests of Chaparral, of the Service Provider's and/or the laws and
regulations of England, the United States and/or any other jurisdiction.
1.4. In connection with the proper performance of its duties, Service Provider
may engage the services of accountants, auditors, lawyers or other
professional advisors to obtain such advice or to provide such services, as
the Service Provider reasonably considers necessary or desirable. The costs
of such services will be for the account of the Chaparral.
2. COMPENSATION
2.1. The Chaparral will pay an Administrative Service Fee and Financial Advisory
Fee to the Service Providers in consideration for the services provided
collectively the "Service Fees"). The Service Fees will be based on an
allocation of costs and time incurred by the Service Provider. The
allocation methodology will be based on variables determined by the parties
to the Agreement (the "Allocation Methodology") to be a reasonable basis
for establishing the value of the services provided. The Allocation
Methodology may be modified from time to time by mutual agreement. Expenses
may be allocated directly to the Chaparral or, if the parties agree that a
more reasonable result would occur, the expenses may be allocated first to
other Service Provider units, and then to the Chaparral by means of a
secondary allocation. The Financial Advisory Fee will be a fixed fee as
described on Schedule III in consideration of the financial advisory
services to be rendered by the Service Provider.
2.2. Attached as Schedule III are descriptions of the current Allocation
Methodology. This methodology may be modified from time to time if mutually
agreed by the parties to the Agreement.
2.3. The Service Fees will be settled through cash transfer, internal debit,
credit or allocation as agreed between the parties. Such agreement will
also specify the timing and frequency of such settlements. Attached as
Schedule IV are the initial settlement terms, which may be modified from
time to time through mutual agreement.
3. TERM OF AGREEMENT
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3.1 This Agreement will be in effect for an initial period of two (2) years,
subject to any earlier termination provided for herein. This Agreement may
be extended on such terms and conditions as may be mutually agreed to by
Service Provider and Chaparral.
4. TERMINATION
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4.1 This Agreement may be terminated at any time in the event that:
(a) any party has failed to perform any of its material obligations
hereunder and has failed to correct such failure within thirty (30)
days following written notice thereto, the other party may thereupon
give written notice of termination, and such termination shall take
effect immediately following delivery of such notice;
(b) any party shall at any time become insolvent, file a petition in
bankruptcy or for reorganization, have an involuntary petition in
bankruptcy filed against it (which petition is not dismissed prior to
the earlier of the expiration of thirty (30) days from the date of
filing or the entry of an order for relief) or enter into liquidation
or have a receiver appointed for its assets or any part thereof, the
other parties may thereupon give written notice of termination, and
such termination shall take effect immediately following delivery of
such written notice.
4.2 Any party may, in its sole discretion, notify the other party of its intent
to terminate its participation in the Agreement for any other reason,
subject to the requirement that the termination will take effect not less
than thirty (30) days from the date of notification.
5. GENERAL
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5.1 Notices. Any notices or other communication authorized or required by this
Agreement to be given to any party mentioned herein shall be sufficiently
given if addressed to such party and sent via overnight delivery or
facsimile delivered to its principal office.
5.2 Compliance With Regulatory Requirements. Chaparral agrees to provide such
information as may be required, and in a timely manner, to enable the
Service Provider to comply with all relevant financial reporting and
regulatory requirements. Chaparral further agrees to comply with any
actions or requests they may receive from any regulatory authority, with
respect to the provision of services under this Agreement.
5.3 Confidentiality. The parties to the Agreement agree not to disclose the
terms of the Agreement to third parties, or the results of its
implementation, except as specifically agreed to by the parties to the
Agreement or required according to the applicable laws, rules or
regulations of any government or agency having jurisdiction over the
parties.
5.4 Force Majeure. If the performance of any part of this Agreement by any
party to the Agreement is prevented, restricted, or delayed by reason of
any cause beyond the reasonable control of the relevant party, the relevant
party shall be excused from its obligations provided that said party shall
use its reasonable best efforts to avoid or remove such causes of
non-performance and shall continue to perform its obligations as soon as is
reasonably possible after such causes have been removed. If such
circumstances arise, the parties shall determine what, if any, modification
of the terms of this Agreement may be required to achieve an equitable
solution, and then modify the Agreement accordingly.
5.5 Successors and Assigns. This Agreement shall be binding on, and shall inure
to the benefit of, the parties hereto and their respective successors and
assigns; provided, however, that no assignment or transfer of this
Agreement or any rights or responsibilities hereunder by any party is
permitted without the express written consent of another party, which
consent shall not be withheld unless such another party reasonably believes
that the assignment would adversely affect their interests.
5.6 Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, arrangements and communications, whether oral or written,
pertaining to the subject matter hereof, except to the extent otherwise
specifically provided in this Agreement. This Agreement shall not be
modified, amended, waived or supplemented except by written instrument
executed by all parties. Captions appearing in this Agreement are for
convenience only and shall not be deemed to explain, limit or amplify the
provisions hereof.
5.7 Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this Agreement.
5.8 Governing Law. This agreement and all questions of its interpretation,
performance and enforcement, and the rights and remedies of the parties
hereunder, shall be determined in accordance with English law.
5.9 Counterparts. This Agreement may be signed in counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of June 1, 2004.
NELSON RESOURCES LIMITED
By: /s/ R. Frederick Hodder
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Name: R. Frederick Hodder
Title Chief Financial Officer
CHAPARRAL RESOURCES, INC.
By: /s/ Simon K. Gill
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Name: Simon K. Gill
Title Chief Executive Officer
Schedule I
Specific Administrative Services to be Provided
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(i) providing of conference room for meetings with outside parties;
(ii) secretarial and administrative support as needed;
(iii) file storage and record keeping services as needed;
(iv) executive and managerial support and supervision;
(v) checking and filing of bank correspondence, statements and supporting
documents and, if required, forwarding copies thereof;
(vi) checking and filing of other general correspondence and, if required,
forwarding copies thereof;
(vii) reviewing and executing documents to be signed by or on behalf of the
Company;
(viii) opening and administering bank accounts;
(ix) arranging for an audit if required and giving all the necessary
assistance to the auditors;
(x) handling tax matters in co-operation with the tax consultant (if
appointed for this purpose);
(xi) arranging of any legal or special management or administrative
services if required.
Schedule II
1.1. In consultation with Chaparral's senior management team, the Service
Provider will develop a definitive financing plan taking into account the
various alternative sources of financing available e.g., loans (including
syndicated loans), direct and portfolio investments, issue of stock, bonds,
notes, and any other financial or trade instruments (including options, futures,
forwards, derivatives), debt restructuring and/or offsetting and settlement of
claims. The Service Provider will then recommend to Chaparral management an
appropriate financing structure.
1.2 The Service Provider will prepare a detailed term sheet for the financing as
well as an information memorandum, as well as any presentations or prospectuses
that may be required in connection with the provision of financing for the
Company for circulation to potential lenders and other financing sources.
1.3 The responsibilities of the Service Provider hereunder shall include, but
are not limited to the following:
(a) Familiarizing itself with the business, activities, financial performance
and future prospects of Chaparral and its subsidiaries;
(b) Advising Chaparral's management on the structuring, pricing and timing for
any financing;
(c) Coordinating, as necessary, the work of Chaparral's other advisers,
including lawyers, accountants and tax experts in connection with the
matters contemplated hereby;
(d) Identifying and contacting potential creditors/investors for the purpose of
attracting funds for Chaparral;
(e) Participating as part of the Chaparral's management team in evaluating
proposals, negotiating with interested investors and the preparation of
agreements with investors;
(f) Advising the Company on the financial markets in Kazakhstan;
(g) Advising on business development opportunities; and
(h) Providing such other advice and undertaking such other activities on such
terms as may be agreed between the Parties in connection with the matters
contemplated hereby or otherwise.
1.4 In the event that the Service Provider develops a material acquisition or
merger prospect for Chaparral or is asked by Chaparral to provide advisory
services in connection with a material acquisition or merger transaction in
which the Company is involved, it is the understanding of the Parties that the
scope of such work, the fees and other terms of such advisory activities are
beyond the scope of this Agreement and will be subject to a separate
negotiation and agreement between the Parties. The Parties acknowledge that
Chaparral may engage another financial advisor of its choice in connection with
any merger or acquisition transaction in which the Company is involved.
1.5 The Parties agree that any advice given by the Service Provider is provided
solely for the use and benefit of Chaparral and may not be used for any other
purpose nor disclosed to any other person without the prior written consent of
the Service Provider. It is agreed that any Company profiles, information
memorandums, research reports, presentations, prospectus or other written
materials issued by the Service Provider in connection with the matters
contemplated hereby may contain disclaimers and exclusions of liability to third
parties.
Schedule III
Detail of Cost Allocation Methodology
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Administrative Service Fee
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Fixed fee of $20,000 per month for all services set forth in Schedule I with the
exception of executive and managerial personnel.
Cost plus ten percent (10%) for third party costs and expenses including,
without limitation, transportation and travel, professional services, insurance,
etc.
Cost of executive and managerial personnel will be allocated on the basis of the
cost of personnel involved and on the percentage of time actually spent by such
personnel on matters related to the Chaparral as mutually agreed by the parties
from time to time. The cost for the Chief Financial Officer (CEO) and assistant
to CEO will be charged based on a monthly fixed fee of $16,500 and $2,750,
respectively.
Financial Advisory Fee
Fixed fee of $25,000 per month for all services set forth in Schedule II
Schedule IV
Initial Settlement Terms
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The fees described in and calculated pursuant to Schedule 2 hereto shall be paid
quarterly, within thirty (30) days following the end of each calendar quarter.
Such fees shall be paid by cash transfer, internal debit, credit or set-off as
agreed between the parties for each such quarterly payment. The timing and
method of payment may be changed from time to time as agreed by the parties.