ex1027k123109.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.27

    


    


    


    State
registration No. 1949 as of 19 January 2006

    


    


    


    


    


    


    


    


    


    ADDENDUM
No. 2

    


    to
the Contract for mining of nickel-cobalt ore at Novo-Shandashinsk and
Kara-Obinsk deposits in Aktyubinsk oblast of the Republic of
Kazakhstan

     in accordance with the Licences
No.420 and No.426 as of 12.10.95

    


    between

    


    MINISTRY
OF ENERGY AND MINERAL RESOURCES

     of
the Republic of Kazakhstan

    


    (Competent
Body)

    


    and

    


    “Kyzyl
Kain Mamyt”LLP

     
 

     (Contractor)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Astana,
2006

    


    


    (English
Translation)

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Present
addendum No. 2 to the Contract for mining of nickel-cobalt ore at
Novo-Shandashinsk and Kara-Obinsk deposits in Aktyubinsk oblast of the Republic
of Kazakhstan in accordance with the
Licenses No.420 and No.426 as of 12.10.95 was made on 19 January 2006
between the Ministry of Energy and Mineral Resources of the Republic of
Kazakhstan (hereafter referred to as “Competent Body”) and “Kyzyl Kain Mamyt”
Limited Liability Partnership (hereafter referred to as
“Contract”).

    


    PREAMBLE

    


    WHEREAS

    


    In view
of the absence of the marketing area, the Contractor intends to proceed with
construction of the nickel processing plant to provide for the nickel ore
production at the contract projects.

    


    The
expert commission for review of requests of the subsurface users to change the
conditions of the Licenses and Contracts (Minutes No. 16 as of 01 June 2005)
decided to introduce amendments into the Work Program of the Contract in
accordance with the perspective plans to construct the nickel processing
plant

     
 

    The
Competent Body and the Contractor have agreed as follows:

     

    
      	
              1.

            	
              Clause
      10 in Section 1 of the Contract “Definitions” shall be amended as
      follows:

            


    

     

    “10. The
Competent Body means the Ministry of Energy and Mineral Resources of the
Republic of Kazakhstan”

    


    
      	
              2.

            	
              Throughout
      the text of the Contract to change the words “Investment Agency of the
      Republic of
      Kazakhstan” to “Ministry of Energy and Mineral
      Resources of the Republic of
Kazakhstan”

            


    

    


    
      	
              3.

            	
              In
      clauses 5.4.-5.7 in Section 5 of the Contract “Title to assets and
      information” to change the words “Committee of Geology and Protection of
      Mineral Resourses under the Ministry of Natural Resources and
      Environmental Protection of the Republic of Kazakhstan” to “Committee of Geology and
      Protection of Subsurface Use  under the Ministry of Energy and
      Mineral Resources of the Republic of
  Kazakhstan”

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              4.

            	
              To
      add clause 7.2.11 in Section 5 of the Contract “General rights and
      obligations of the Parties as follows: “Therewith, when the amount of
      funds under the obligation to train and retrain the personnel and
      computerization exceeds the real need to train the engaged personnel, the
      Contractor will use the remaining amount for financing of the secondary
      education system’s priority tasks in accordance with Agreement on
      Cooperation between the Ministry of Education and Science of the Republic of
      Kazakhstan and  the Ministry of Energy and Mineral
      Resources of the Republic of Kazakhstan. Information on the remaining part
      of funds will be submitted to the Competent Body upon approval of the
      annual Work Program and budget for the following year of the Contract
      term”.

            


    

     

    
      	
               
      

            	
              Section
      8 shall be added clause 8.4. “The Contractor shall finance 100 million USD
      for the construction of the mining-and-metallurgical integrated plant for
      the remaining period of the Contract
term.

            


    

    


    
      	
              5.

            	
              Clause
      31.2. in Section 31 of the Contract “Additional Provisions” shall be
      amended as follows:

            


    

    


    
      	
               
      

            	
              “29.2
      Notices and documents shall be delivered in hand or sent by post,
      registered airmail, fax, by telex at the following
    addresses:

            


    

    


    


    


    COMPETENT
BODY                                                                           CONTRACTOR

    


    Ministry
of Energy
and                                                                           “Kyzyl
Kain Mamyt” LLP

    Mineral
Resources of
the                                                                       Republic of
Kazakhstan

    Republic
of
Kazakhstan                                                                          469830,
Aktyubinsk oblast,

    473000,
Astana                                                                                         Kargalinsk
region,

    Kabanbay
batyr str.,
22                                                                       
    Badamninsk village

    Tel.:
8 (3172)
78-68-55                                                                        
   Lenin str., 20

    Fax:
8 (3172) 78-68-65

    


     

    
      	
              6.

            	
              To
      change the Work Program (Appendix 1a) to the Work
      Program to the Contract (Appendix 1c).

            


    

     

    


     

    Present
addendum No. 2 to the Contract was made on 19 January 2006 in Astana, Republic of
Kazakhstan and signed by the authorized representatives of the
Parties.

     

    


     

    


     

    


     

    SIGNATURES
OF PARTIES

     

    


     

    COMPETENT
BODY                                                                           CONTRACTOR

     

    


     

    


     

    


     

    __________________                                                                ____________________

     

    


     

    B.
Izmukhambetov                                                                           A.
Aleksandrov

     

    First
Vice-Minister                                                                           Director
of

    of
the Ministry of
Energy                                                                           “Kyzyl
Kain Mamyt” LLP

    and
Mineral Resources

     

    of
the Republic of Kazakhstan