-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D8Aug8aW0GEBj6eIzQIg5uWyUyG07tST3Saf9M7H9YD2OyZSLtL9l2wqr/DPPvLB gFQiQb67a8zv7ZvKbfST5g== 0001144204-08-068316.txt : 20081208 0001144204-08-068316.hdr.sgml : 20081208 20081208164418 ACCESSION NUMBER: 0001144204-08-068316 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20081208 DATE AS OF CHANGE: 20081208 GROUP MEMBERS: CITADEL DERIVATIVES GROUP LLC GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL HOLDINGS I LP GROUP MEMBERS: CITADEL INVESTMENT GROUP II, L.L.C. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA SHEN ZHOU MINING & RESOURCES, INC. CENTRAL INDEX KEY: 0000790024 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870430816 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83410 FILM NUMBER: 081236215 BUSINESS ADDRESS: STREET 1: NO. 166 FUSHI ROAD ZEYANG TOWER STREET 2: SHIJINGSHAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100043 BUSINESS PHONE: 86-010-68867292 MAIL ADDRESS: STREET 1: NO. 166 FUSHI ROAD ZEYANG TOWER STREET 2: SHIJINGSHAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100043 FORMER COMPANY: FORMER CONFORMED NAME: EARTH PRODUCTS & TECHNOLOGIES INC DATE OF NAME CHANGE: 20000515 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL PLASMA ARC TECHNOLOGY INC DATE OF NAME CHANGE: 19950601 FORMER COMPANY: FORMER CONFORMED NAME: CONCEPT GOLD INC DATE OF NAME CHANGE: 19921224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13D 1 v134189_sc-13d.htm Unassociated Document
 
Page 1 of 14 Pages


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.  )*

China Shen Zhou Mining & Resources, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

16942H109
(CUSIP Number)

John C. Nagel
Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 28, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

CUSIP No.   16942H109
 
Page 2 of 14 Pages



1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Limited Partnership
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                 (a)x
                                                                        (b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
                             
                            £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,465,537 shares*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                           £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                           £
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99 percent*
14
TYPE OF REPORTING PERSON
PN, HC



*
 See Items 3, 5 and 6 below.

 
 

 

CUSIP No.   16942H109
 
Page 3 of 14 Pages



1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Investment Group, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                     (a)S
                                     (b)£
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
                           £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,465,537 shares*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                           £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
                            £
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99 percent*
14
TYPE OF REPORTING PERSON
OO, HC

*
 See Items 3, 5 and 6 below.

 
 

 

CUSIP No.   16942H109
 
Page 4 of 14 Pages


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Equity Fund Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
                                     (b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
 
                           £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,465,537 shares*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                           £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
                            £
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99 percent*
14
TYPE OF REPORTING PERSON
CO
*
See Items 3 and 6 below.

 
 

 

CUSIP No.   16942H109
 
Page 5 of 14 Pages




1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Investment Group II, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                        (a)S
                                    (b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  
 
                           £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,465,537 shares*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                            £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                           £
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99 percent*
14
TYPE OF REPORTING PERSON
OO, HC

*
See Items 3 and 6 below.

 
 

 

CUSIP No.   16942H109
 
Page 6 of 14 Pages


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Holdings I LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                     (a)S
                                    (b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  
 
                           £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,465,537 shares*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                            £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
                           £
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99 percent*
14
TYPE OF REPORTING PERSON
PN, HC

*
See Items 3 and 6 below.

 
 

 

CUSIP No.   16942H109
 
Page 7 of 14 Pages





1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Derivatives Group LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                    (a)S
                                    (b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
                           £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,465,537 shares*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                           £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
                                              £
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99 percent*
14
TYPE OF REPORTING PERSON
OO, BD

*
See Items 3 and 6 below.

 
 

 

CUSIP No.   16942H109
 
Page 8 of 14 Pages


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Kenneth Griffin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                    (a)S
                                    (b)£
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  
 
                                  £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,465,537 shares*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                                                          £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
                                               £
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99 percent*
14
TYPE OF REPORTING PERSON
IN, HC


*
See Items 3, 5 and 6 below.

 
 

 

CUSIP No.   16942H109
 
Page 9 of 14 Pages



ITEM 1. 
SECURITY AND ISSUER

This statement on Schedule 13D relates to the shares of common stock, no par value (the "Common Shares"), of China Shen Zhou Mining & Resources, Inc. (the "Issuer").  The principal executive offices of the Issuer are located at No. 166 Fushi Road, Zeyang Tower, Suite 305, Shijingshan District, Beijing, China 100043, People's Republic of China.
 
ITEM 2. 
IDENTITY AND BACKGROUND
 
The persons filing this Schedule 13D are Citadel Investment Group, L.L.C., a Delaware limited liability company ("CIG"), Citadel Limited Partnership, a Delaware limited partnership ("CLP"), Citadel Equity Fund Ltd., a Cayman Islands company ("CEF"), Citadel Investment Group II, L.L.C., a Delaware limited liability company ("CIG-II"), Citadel Holdings I LP, a Delaware limited partnership ("CH-I"), Citadel Derivatives Group LLC, a Delaware limited liability company ("CDG"), and Kenneth Griffin, a natural person ("Griffin" and, together with CLP, CIG, CEF, CIG-II, CH-I and CDG, the "Reporting Persons").
 
CIG provides general administrative and investment-related services to its affiliated entities. CIG is the general partner of CLP. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CIG is set forth on Exhibit 99.2 attached hereto.
 
CLP provides portfolio management services to investment funds. CLP is the managing member of Citadel Wellington LLC, a Delaware limited liability company ("CW"), and the portfolio manager for CEF and Citadel Kensington Global Strategies Fund Ltd., a Bermuda company ("CKGSF") and, in such capacities, makes all of the investment decisions for each such entity.
 
CEF is a private investment fund and a wholly-owned subsidiary of Citadel Holdings Ltd., a Cayman Islands company ("CH"). CH is a subsidiary of CW and CKGSF. CW and CKGSF are each private investment funds. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CEF is set forth on Exhibit 99.2 attached hereto. Neither CW, CKGSF nor CH has control over the voting or disposition of securities held by CEF.
 
CIG-II is the general partner of CH-I.  The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CIG-II is set forth on Exhibit 99.2 attached hereto.
 
CH-I is the non-member manager of CDG and, in such capacity, makes all of the investment decisions for CDG.
 
CDG is a broker-dealer registered with the Securities and Exchange Commission. CDG's principal businesses are acting as a market maker in equity securities and listed options, providing trade execution and order routing services to clients and investing on a proprietary basis.  Citadel Derivatives Group Investors LLC, a Delaware limited liability company ("CDGI") and CLP Holdings II LLC, a Delaware limited liability company ("CLP II Holdings"), are the owners of CDG.  The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CDG is set forth on Exhibit 99.2 attached hereto.  Neither CDGI nor CLP Holdings II has control over the voting or disposition of securities held by CDG.
 

 
CUSIP No.   16942H109
 
Page 10 of 14 Pages
 
 
Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG. Griffin is a United States citizen.
 
For each of the Reporting Persons, the principal address is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
 
During the last five years, none of the Reporting Persons and, to the best of each of the Reporting Persons' knowledge, none of the executive officers or directors listed on Exhibit 99.2 attached hereto has been convicted in any criminal proceedings. During the last five years, none of the Reporting Persons and, to the best of each of the Reporting Persons' knowledge, none of the executive officers or directors listed on Exhibit 99.2 attached hereto has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
 
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
The Reporting Persons beneficially own 2,428 Common Shares and $28,000,000 in principal face amount of the Issuer's 6.75% Senior Convertible Notes Due 2012 (the "Notes").  The Notes would be convertible into 12,444,444 Common Shares (the "Note Shares") but for the limitation set forth in the remainder of this paragraph. The Notes were issued under an Indenture between the Issuer and The Bank of New York, as indenture trustee, dated December 27, 2006 (as amended or supplemented, the "Indenture").  The number of shares reported as beneficially owned by the Reporting Persons is equal to 2,465,537, or 9.99% of the issued and outstanding shares of the Common Shares,1 because pursuant to the First Supplemental Indenture, dated May 17, 2007, in no event are the Reporting Persons entitled to convert any portion of the Notes for any number of Note Shares that, upon giving effect to such conversion, would cause the aggregate number of Common Shares owned by the Reporting Persons and its affiliates to exceed 9.99% of the outstanding Common Shares immediately after giving effect to such conversion.
 
The Reporting Persons utilized available cash assets in the aggregate amount of $7.28 million to acquire the Notes from a securities dealer in a privately negotiated transaction on November 28, 2008.2  Funds for the purchase of such Notes were derived from general working capital of the Reporting Persons.  For purposes of the Reporting Persons, "general working capital" includes cash on hand and margin account and other borrowings made in the ordinary course of business.
 
ITEM 4.
PURPOSE OF TRANSACTION
 
The Reporting Persons acquired the Notes (and beneficial ownership of the Note Shares into which the Notes may be convertible) for investment purposes.  As described in Item 6 below, the Issuer and the Pledgors (defined below) are presently in default under the Notes and the Indenture, entitling the holders of the Notes to, inter alia, (i) request that the trustee under the Indenture formally notify the Issuer of such default or to give such notice to the Issuer themselves (which default would become an "Event of Default" under the Indenture upon 14 days written notice to the Issuer), and (ii) upon an Event of Default, accelerate the obligations under the Notes.  Therefore, as a result of the default and the acquisition of the Notes, the Reporting Persons may also be deemed to be the beneficial owners of the Pledged Shares (defined below).
 

The Reporting Persons have not asked the trustee under the Indenture to declare a default or event of default under the Indenture nor formally notified the Issuer of such default themselves nor asked the collateral agent to take any actions as a secured creditor with respect to the Pledged Shares.  However, the Reporting Persons have had (and are likely to continue to have) discussions with the Issuer, management, the Board of Directors, potential strategic partners of or investors in the Issuer and/or others, which discussions could result in the actions described in paragraphs (a) to (j) of Item 4 of Schedule 13D, including specifically but not limited to:
 
 
(a)
the disposition of the Reporting Persons' securities of the Issuer, including the Notes;
 
 
(b)
the collection of amounts owed to the Reporting Persons under the Notes and/or the exercise of rights with respect to the pledge of the Pledged Shares;
 
 
(c)
an extraordinary corporate transaction, such as a merger, reorganization or liquidation; and/or
 
 
(d)
a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries.
 
The Reporting Persons intend to review on a continuing basis the investments they have in the Issuer, any plans proposed by the Issuer with respect to repayment of the Notes and all remedies and alternatives that the Reporting Persons have with respect to the Notes, the Pledged Shares and any Common Shares they may own.  There is no assurance that the Reporting Persons will take any such actions nor that the discussions described above will lead to any formal plans or proposals of types discussed.
 
The Reporting Persons may from time to time in the ordinary course of business pledge, lend, or transfer the securities of the Issuer to brokers, banks or other financial institutions (the "Lenders") as collateral for loans or other obligations of the Reporting Persons pursuant to margin, prime brokerage, loan, or other financing arrangements.  If the Reporting Persons enter such arrangements, the Lenders may acquire the right to vote and/or dispose of the securities of the Issuer held as collateral.
 
ITEM 5. 
INTEREST IN SECURITIES OF THE ISSUER
 
 

 
3
The number of beneficially owned shares reported here does not include the Pledged Shares.  If the Reporting Persons are deemed to beneficially own the Pledged Shares, they would have beneficial ownership of 16,789,428 (the total number of Pledged Shares plus the Common Shares owned outright) and none of the Notes would be presently convertible.  See also Item 3 above and Item 6 below.
 
4
According to the Issuer's Form 10-Q, filed with the Securities and Exchange Commission on November 13, 2008, there were 22,214,514 Common Shares issued and outstanding as of November 10, 2008.  The percentage beneficially owned reported here does not include the Pledged Shares.  If the Reporting Persons are deemed to beneficially own the Pledged Shares, they would have beneficial ownership of 75.6 percent of the shares outstanding (the total number of Pledged Shares as a percent of the shares outstanding) and none of the Notes would be presently convertible.  See also Item 3 above and Item 6 below.
 

 
CUSIP No.   16942H109
 
Page 12 of 14 Pages
 
(b)   Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  2,465,537 shares5
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  2,465,537 shares6
 
(c)           The table attached hereto as Exhibit 99.3 lists the transactions effected by the Reporting Persons in the Common Shares during the last 60 days (other than the transactions described in Item 3 above).  All of the transactions summarized in Exhibit 99.3 were open market transactions and were effected in the capacity as a market maker.
 
(d)           Not applicable.
 
(e)           Not applicable.
 
ITEM 6. 
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
At the time that the Indenture was entered into and the Notes were issued, Ms. Yu Xiao Jing and Mr. Xu Xue Ming (collectively, the "Pledgors") entered into a pledge agreement with The Bank of New York, as collateral agent (the "Pledge Agreement") pursuant to which they pledged, respectively 14,917,000 and 1,870,000 Common Shares of the Issuer (the "Pledged Shares").  The pledge of the Common Shares under the Pledge Agreement was as security for the obligations of the Issuer and the Pledgors under the Notes and the Indenture.  The Indenture includes various affirmative and negative covenants, including a requirement that the Issuer achieve certain EBITDA targets by certain dates; if the Issuer fails to meet those EBITDA targets for two quarters, it constitutes a default under the Indenture.
 
On August 14, 2008, the Issuer filed a Form 10-Q with the Securities and Exchange Commission that included reporting of EBITDA for the quarter ended June 30, 2008 that constituted the second quarterly failure to achieve the EBITDA targets mandated by the Indenture.  As secured creditors with respect to the Pledged Shares, the Reporting Persons may be deemed to beneficially own the Common Shares pledged under the Pledge Agreement if the Issuer and/or the Pledgors are in default.
 
Except as otherwise set forth in this Item 6 and in Items 2 and 7, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.
 

 
CUSIP No.   16942H109
 
Page 13 of 14 Pages
 
 
ITEM 7. 
MATERIAL TO BE FILED AS EXHIBITS
 
The following documents are filed as appendices and exhibits (or incorporated by reference herein):
 
Exhibit 99.1:
Joint Filing Agreement for Schedule 13D
   
Exhibit 99.2:
Information concerning Directors and Officers
   
Exhibit 99.3:
Transaction Listing Required by Item 5(c)
   
Exhibit 99.4:
Notes Purchase Agreement, by and between China Shen Zhou Mining & Resources, Inc. and Citadel Equity Fund Ltd. (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K as filed with the Securities and Exchange Commission on December 29, 2006)
   
Exhibit 99.5:
Indenture, by and between China Shen Zhou Mining & Resources, Inc., as issuer, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Issuer's Form 8-K as filed with the Securities and Exchange Commission on December 29, 2006)
   
Exhibit 99.6:
Pledge Agreement, by and between Ms. Yu Xiao Jing and Mr. Xu Xue Ming, as pledgors, and The Bank of New York, as Collateral Agent
   
Exhibit 99.7:
First Supplemental Indenture, by and between China Shen Zhou Mining & Resources, Inc., as issuer, and The Bank of New York, as trustee
   
Exhibit 99.8
Financing Letter Agreement, by and between China Shen Zhou Mining & Resources, Inc., as issuer, and Citadel Equity Fund Ltd., dated September 28, 2007 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K as filed with the Securities and Exchange Commission on October 4, 2007)
   
Exhibit 99.9
Second Supplemental Indenture, by and between China Shen Zhou Mining & Resources, Inc., as issuer, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Issuer's Form 8-K as filed with the Securities and Exchange Commission on October 4, 2007)
 

 
 

 

CUSIP No.   16942H109
 
Page14 of 14 Pages



Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 8th day of December, 2008

CITADEL INVESTMENT GROUP, L.L.C.
 
By:     /s/ John C. Nagel                                                                
          John C. Nagel, Authorized Signatory
CITADEL LIMITED PARTNERSHIP
 
By:    Citadel Investment Group, L.L.C.,
          its General Partner
  
By:    /s/ John C. Nagel                                                                
           John C. Nagel, Authorized Signatory
 
CITADEL EQUITY FUND LTD.
  
By:    Citadel Limited Partnership,
          its Portfolio Manager
  
By:    Citadel Investment Group, L.L.C.,
          its General Partner
  
By:    /s/ John C. Nagel                                                                
          John C. Nagel, Authorized Signatory
 
CITADEL INVESTMENT GROUP II, L.L.C.
  
By:    /s/ John C. Nagel                                                                
          John C. Nagel, Authorized Signatory
CITADEL HOLDINGS I LP
 
By:    Citadel Investment Group II, L.L.C.,
          its General Partner
  
By:    /s/ John C. Nagel                                                                
          John C. Nagel, Authorized Signatory
CITADEL DERIVATIVES GROUP LLC
 
By:    Citadel Limited Partnership,
          its Managing Member
  
By:    Citadel Investment Group, L.L.C.,
          its General Partner
  
By:    /s/ John C. Nagel                                                                
          John C. Nagel, Authorized Signatory
 
KENNETH GRIFFIN
 
By:    /s/ John C. Nagel                                                                
          John C. Nagel, attorney-in-fact*
 



*
John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.
 

 
EX-99.1 2 v134189_ex99-1.htm Unassociated Document
EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, no par value, of China Shen Zhou Mining & Resources, Inc., a Nevada corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Dated this 8th day of December, 2008

CITADEL INVESTMENT GROUP, L.L.C.
 
By:     /s/ John C. Nagel                                                                
           John C. Nagel, Authorized Signatory
 
CITADEL LIMITED PARTNERSHIP
 
By:     Citadel Investment Group, L.L.C.,
           its General Partner
  
By:     /s/ John C. Nagel                                                                
           John C. Nagel, Authorized Signatory
 
CITADEL EQUITY FUND LTD.
  
By:     Citadel Limited Partnership,
           its Portfolio Manager
  
By:     Citadel Investment Group, L.L.C.,
           its General Partner
  
By:     /s/ John C. Nagel                                                                
           John C. Nagel, Authorized Signatory
 
CITADEL INVESTMENT GROUP II, L.L.C.
  
By:     /s/ John C. Nagel                                                                
           John C. Nagel, Authorized Signatory
CITADEL HOLDINGS I LP
 
By:     Citadel Investment Group II, L.L.C.,
           its General Partner
  
By:     /s/ John C. Nagel                                                                
           John C. Nagel, Authorized Signatory
CITADEL DERIVATIVES GROUP LLC
 
By:     Citadel Limited Partnership,
           its Managing Member
  
By:     Citadel Investment Group, L.L.C.,
           its General Partner
  
By:     /s/ John C. Nagel                                                                
           John C. Nagel, Authorized Signatory
 
KENNETH GRIFFIN
 
By:     /s/ John C. Nagel                                                                
           John C. Nagel, attorney-in-fact*
 



*
John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

 
 

 
EX-99.2 3 v134189_ex99-2.htm Unassociated Document
Exhibit 99.2

Directors and Executive Officers of Citadel Investment Group, L.L.C.

The name, business address, title, present principal occupation or employment and citizenship of the sole executive officer of Citadel Investment Group, L.L.C. ("CIG") is set forth below.  CIG has no directors.

Name (title at CIG)
Present Principal Occupation
Citizenship
Residence or Business Address
Kenneth Griffin (President and Chief Executive Officer)
President and Chief Executive Officer of CIG and CIG-II
United States
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
 
 
Directors and Executive Officers of Citadel Equity Fund Ltd.

The name, title, present principal occupation or employment, residence or business address and citizenship of each of the directors and executive officers of Citadel Equity Fund Ltd. ("CEF") are set forth below.

Name (title at CEF)
Present Principal Occupation
Citizenship
Residence or Business Address
Austin John O'Connor (Director and Vice President)
Company director
United Kingdom
4 rue de l'eglise
Wormeldange, Luxembourg L-5481
Adam C. Cooper (Director and Assistant Secretary)
Senior Managing Director and General Counsel of CIG
United States
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Clarendon Hugh (Hal) Masters (Director)
Company director
British Overseas Territories
48 Pitt's Bay Road,
Pembroke, HM 06, Bermuda


Directors and Executive Officers of Citadel Investment Group II, L.L.C.

The name, business address, title, present principal occupation or employment and citizenship of the sole executive officer of Citadel Investment Group II, L.L.C. ("CIG-II") is set forth below. CIG-II has no directors.

Name (title at CIG-II)
Present Principal Occupation
Citizenship
Residence or Business Address
Kenneth Griffin (President and Chief Executive Officer)
President and Chief Executive Officer of CIG and CIG-II
United States
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Gerald A. Beeson (Chief Financial Officer and Treasurer)
Senior Managing Director, Chief Financial Officer and Treasurer of CIG
United States
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Adam C. Cooper (Secretary)
Senior Managing Director and General Counsel of CIG
United States
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603


 
 

 
 
Exhibit 99.2, p. 2
 
Directors and Executive Officers of Citadel Derivatives Group LLC

The name, title, present principal occupation or employment, residence or business address and citizenship of each of the directors and executive officers of Citadel Derivatives Group LLC ("CDG") are set forth below.  CDG has no directors.

Name (title at CDG)
Present Principal Occupation
Citizenship
Residence or Business Address
Matthew Andresen
(Co-Chief Executive Officer)
Co-Chief Executive Officer of CDG
United States
131 S. Dearborn Street
Chicago, Illinois 60603
David Smith
(Co-Chief Executive Officer)
Co-Chief Executive Officer of CDG
United States
131 S. Dearborn Street
Chicago, Illinois 60603
Peter Jenson
(Chief Financial Officer)
Managing Director and Global Controller of CIG
United States
131 S. Dearborn Street
Chicago, Illinois 60603
 
 
 

 

EX-99.3 4 v134189_ex99-3.htm Unassociated Document
EXHIBIT 99.3

 
Trade
 
Account
Trans Type
Quantity (Shares)
 
Symbol
Cost/Share
9/16/2008
 
CDG
Buy Transaction
300
 
SHZ
1.053333
9/16/2008
 
CDG
Buy Transaction
390
 
SHZ
1.200100
9/16/2008
 
CDG
Sell Transaction
-300
 
SHZ
1.053330
9/16/2008
 
CDG
Sell Transaction
-200
 
SHZ
1.100000
9/16/2008
 
CDG
Buy Transaction
150
 
SHZ
0.900000
9/16/2008
 
CDG
Buy Transaction
89950
 
SHZ
0.901250
9/16/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.200000
9/16/2008
 
CDG
Buy Transaction
200
 
SHZ
1.250000
9/16/2008
 
CDG
Sell Transaction
-89850
 
SHZ
0.901169
9/16/2008
 
CDG
Sell Transaction
-490
 
SHZ
1.153061
9/16/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.300000
9/17/2008
 
CDG
Buy Transaction
400
 
SHZ
1.060000
9/17/2008
 
CDG
Sell Transaction
-1400
 
SHZ
1.059900
9/17/2008
 
CDG
Sell Transaction
-400
 
SHZ
1.059900
9/17/2008
 
CDG
Sell Transaction
-200
 
SHZ
1.060000
9/17/2008
 
CDG
Buy Transaction
200
 
SHZ
1.060000
9/17/2008
 
CDG
Sell Transaction
-200
 
SHZ
1.060000
9/18/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.360000
9/18/2008
 
CDG
Sell Transaction
-25
 
SHZ
1.430000
9/18/2008
 
CDG
Buy Transaction
100
 
SHZ
1.360000
9/19/2008
 
CDG
Buy Transaction
1050
 
SHZ
1.410100
9/19/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.419900
9/22/2008
 
CDG
Buy Transaction
100
 
SHZ
1.540000
9/22/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.540000
9/22/2008
 
CDG
Sell Transaction
-3000
 
SHZ
1.500000
9/22/2008
 
CDG
Buy Transaction
1000
 
SHZ
1.500000
9/22/2008
 
CDG
Buy Transaction
2000
 
SHZ
1.500000
9/22/2008
 
CDG
Buy Transaction
100
 
SHZ
1.540000
9/22/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.540000
9/25/2008
 
CDG
Sell Transaction
-1000
 
SHZ
1.000000
9/25/2008
 
CDG
Sell Transaction
-1000
 
SHZ
1.000000
9/25/2008
 
CDG
Buy Transaction
700
 
SHZ
1.242860
9/25/2008
 
CDG
Buy Transaction
1780
 
SHZ
1.190000
9/25/2008
 
CDG
Sell Transaction
-900
 
SHZ
1.299900
9/25/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.299900
9/25/2008
 
CDG
Buy Transaction
100
 
SHZ
1.300000
9/25/2008
 
CDG
Sell Transaction
-700
 
SHZ
1.242857
9/25/2008
 
CDG
Buy Transaction
2000
 
SHZ
1.000000
9/26/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.100000
9/26/2008
 
CDG
Buy Transaction
100
 
SHZ
1.100000
9/26/2008
 
CDG
Sell Transaction
-10
 
SHZ
1.180000
9/26/2008
 
CDG
Buy Transaction
10
 
SHZ
1.180000
9/29/2008
 
CDG
Sell Transaction
-900
 
SHZ
1.000000
9/29/2008
 
CDG
Sell Transaction
-200
 
SHZ
1.150000
9/29/2008
 
CDG
Buy Transaction
500
 
SHZ
0.910100
9/29/2008
 
CDG
Buy Transaction
1200
 
SHZ
1.025000
9/29/2008
 
CDG
Sell Transaction
-100
 
SHZ
1.000000
9/30/2008
 
CDG
Buy Transaction
200
 
SHZ
0.987500
9/30/2008
 
CDG
Buy Transaction
4042
 
SHZ
0.957422
9/30/2008
 
CDG
Sell Transaction
-3200
 
SHZ
0.950000
9/30/2008
 
CDG
Sell Transaction
-3742
 
SHZ
0.950000
9/30/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.950000
9/30/2008
 
CDG
Buy Transaction
3200
 
SHZ
0.950000
9/30/2008
 
CDG
Sell Transaction
-200
 
SHZ
1.100000
10/1/2008
 
CDG
Sell Transaction
-8000
 
SHZ
0.750000
10/1/2008
 
CDG
Sell Transaction
-2000
 
SHZ
0.980000
10/1/2008
 
CDG
Sell Transaction
-1200
 
SHZ
0.950000
10/1/2008
 
CDG
Sell Transaction
-200
 
SHZ
0.720000
10/1/2008
 
CDG
Sell Transaction
-159
 
SHZ
0.700000
10/1/2008
 
CDG
Sell Transaction
-41
 
SHZ
0.720000
10/1/2008
 
CDG
Buy Transaction
150
 
SHZ
0.911200
10/1/2008
 
CDG
Sell Transaction
-150
 
SHZ
0.990600
10/1/2008
 
CDG
Buy Transaction
1200
 
SHZ
0.550000
10/1/2008
 
CDG
Buy Transaction
27696
 
SHZ
0.726490
10/1/2008
 
CDG
Sell Transaction
-300
 
SHZ
0.720000
10/1/2008
 
CDG
Sell Transaction
-50
 
SHZ
1.050000
10/1/2008
 
CDG
Buy Transaction
17800
 
SHZ
0.830917
10/1/2008
 
CDG
Sell Transaction
-27196
 
SHZ
0.730176
10/1/2008
 
CDG
Sell Transaction
-500
 
SHZ
0.526000
10/1/2008
 
CDG
Sell Transaction
-900
 
SHZ
0.799900
10/1/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.795000
10/1/2008
 
CDG
Sell Transaction
-2000
 
SHZ
0.750000
10/1/2008
 
CDG
Buy Transaction
550
 
SHZ
0.913636
10/1/2008
 
CDG
Sell Transaction
-3000
 
SHZ
0.819900
10/1/2008
 
CDG
Sell Transaction
-3800
 
SHZ
0.950000
10/1/2008
 
CDG
Sell Transaction
-500
 
SHZ
0.900000
10/2/2008
 
CDG
Buy Transaction
500
 
SHZ
0.760100
10/2/2008
 
CDG
Sell Transaction
-500
 
SHZ
0.760000
10/2/2008
 
CDG
Buy Transaction
250
 
SHZ
0.800000
10/2/2008
 
CDG
Sell Transaction
-250
 
SHZ
0.800000
10/2/2008
 
CDG
Sell Transaction
-10
 
SHZ
0.750000
10/2/2008
 
CDG
Buy Transaction
500
 
SHZ
0.760100
10/2/2008
 
CDG
Sell Transaction
-1500
 
SHZ
0.760000
10/2/2008
 
CDG
Buy Transaction
39
 
SHZ
0.750500
10/2/2008
 
CDG
Buy Transaction
61
 
SHZ
0.750500
10/2/2008
 
CDG
Sell Transaction
-39
 
SHZ
0.750000
10/2/2008
 
CDG
Buy Transaction
2010
 
SHZ
0.759950
10/6/2008
 
CDG
Buy Transaction
2000
 
SHZ
0.705000
10/6/2008
 
CDG
Sell Transaction
-500
 
SHZ
0.699900
10/6/2008
 
CDG
Sell Transaction
-500
 
SHZ
0.699700
10/7/2008
 
CDG
Buy Transaction
200
 
SHZ
0.670100
10/7/2008
 
CDG
Sell Transaction
-200
 
SHZ
0.670000
10/7/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.670000
10/7/2008
 
CDG
Buy Transaction
500
 
SHZ
0.670000
10/7/2008
 
CDG
Buy Transaction
100
 
SHZ
0.670000
10/7/2008
 
CDG
Sell Transaction
-10
 
SHZ
0.770000
10/7/2008
 
CDG
Sell Transaction
-80
 
SHZ
0.670000
10/7/2008
 
CDG
Sell Transaction
-420
 
SHZ
0.670000
10/8/2008
 
CDG
Buy Transaction
250
 
SHZ
0.460000
10/8/2008
 
CDG
Sell Transaction
-250
 
SHZ
0.459900
10/8/2008
 
CDG
Buy Transaction
1185
 
SHZ
0.460100
10/8/2008
 
CDG
Buy Transaction
400
 
SHZ
0.460000
10/8/2008
 
CDG
Buy Transaction
100
 
SHZ
0.460000
10/8/2008
 
CDG
Sell Transaction
-16150
 
SHZ
0.546749
10/8/2008
 
CDG
Sell Transaction
-1850
 
SHZ
0.460135
10/8/2008
 
CDG
Buy Transaction
400
 
SHZ
0.461100
10/8/2008
 
CDG
Buy Transaction
150
 
SHZ
0.465300
10/8/2008
 
CDG
Buy Transaction
400
 
SHZ
0.460000
10/8/2008
 
CDG
Buy Transaction
11750
 
SHZ
0.552000
10/8/2008
 
CDG
Buy Transaction
250
 
SHZ
0.550000
10/8/2008
 
CDG
Buy Transaction
4000
 
SHZ
0.540000
10/8/2008
 
CDG
Sell Transaction
-250
 
SHZ
0.550000
10/8/2008
 
CDG
Buy Transaction
50
 
SHZ
0.473000
10/8/2008
 
CDG
Buy Transaction
500
 
SHZ
0.460500
10/8/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.550000
10/8/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.550000
10/8/2008
 
CDG
Buy Transaction
800
 
SHZ
0.460000
10/8/2008
 
CDG
Buy Transaction
50
 
SHZ
0.460000
10/8/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.559900
10/9/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.500100
10/9/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.500000
10/10/2008
 
CDG
Sell Transaction
-800
 
SHZ
0.492550
10/10/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.500000
10/10/2008
 
CDG
Buy Transaction
100
 
SHZ
0.510100
10/10/2008
 
CDG
Buy Transaction
600
 
SHZ
0.486730
10/10/2008
 
CDG
Buy Transaction
200
 
SHZ
0.510100
10/10/2008
 
CDG
Buy Transaction
100
 
SHZ
0.500000
10/13/2008
 
CDG
Sell Transaction
-600
 
SHZ
0.475000
10/13/2008
 
CDG
Sell Transaction
-350
 
SHZ
0.551800
10/13/2008
 
CDG
Sell Transaction
-200
 
SHZ
0.549900
10/13/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.569900
10/13/2008
 
CDG
Buy Transaction
400
 
SHZ
0.450000
10/13/2008
 
CDG
Buy Transaction
600
 
SHZ
0.475000
10/15/2008
 
CDG
Buy Transaction
50
 
SHZ
0.700000
10/15/2008
 
CDG
Sell Transaction
-75
 
SHZ
0.700000
10/15/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.479900
10/15/2008
 
CDG
Sell Transaction
-50
 
SHZ
0.700000
10/16/2008
 
CDG
Buy Transaction
50
 
SHZ
0.580000
10/16/2008
 
CDG
Sell Transaction
-50
 
SHZ
0.580000
10/17/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.640070
10/17/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.640070
10/21/2008
 
CDG
Sell Transaction
-800
 
SHZ
0.679800
10/21/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.679900
10/22/2008
 
CDG
Buy Transaction
700
 
SHZ
0.620000
10/22/2008
 
CDG
Sell Transaction
-700
 
SHZ
0.620000
10/22/2008
 
CDG
Buy Transaction
700
 
SHZ
0.620000
10/22/2008
 
CDG
Sell Transaction
-700
 
SHZ
0.620000
10/23/2008
 
CDG
Buy Transaction
2000
 
SHZ
0.553000
10/23/2008
 
CDG
Buy Transaction
200
 
SHZ
0.573000
10/23/2008
 
CDG
Buy Transaction
600
 
SHZ
0.560000
10/23/2008
 
CDG
Buy Transaction
1800
 
SHZ
0.564300
10/23/2008
 
CDG
Buy Transaction
1100
 
SHZ
0.551100
10/23/2008
 
CDG
Sell Transaction
-2600
 
SHZ
0.554615
10/24/2008
 
CDG
Sell Transaction
-50
 
SHZ
0.550000
10/24/2008
 
CDG
Buy Transaction
50
 
SHZ
0.550000
10/28/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.450000
10/28/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.450000
10/28/2008
 
CDG
Buy Transaction
750
 
SHZ
0.590000
10/28/2008
 
CDG
Sell Transaction
-750
 
SHZ
0.590000
10/29/2008
 
CDG
Sell Transaction
-2100
 
SHZ
0.590000
10/29/2008
 
CDG
Buy Transaction
200
 
SHZ
0.590000
10/29/2008
 
CDG
Buy Transaction
1900
 
SHZ
0.590000
10/30/2008
 
CDG
Sell Transaction
-1500
 
SHZ
0.549400
10/30/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.549400
11/3/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.450000
11/3/2008
 
CDG
Sell Transaction
-400
 
SHZ
0.500000
11/3/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.500000
11/3/2008
 
CDG
Buy Transaction
500
 
SHZ
0.500000
11/3/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.500000
11/3/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.450000
11/3/2008
 
CDG
Buy Transaction
600
 
SHZ
0.495600
11/4/2008
 
CDG
Buy Transaction
1100
 
SHZ
0.550000
11/4/2008
 
CDG
Sell Transaction
-800
 
SHZ
0.657500
11/4/2008
 
CDG
Sell Transaction
-200
 
SHZ
0.660000
11/4/2008
 
CDG
Buy Transaction
870
 
SHZ
0.590000
11/4/2008
 
CDG
Sell Transaction
-1100
 
SHZ
0.579900
11/4/2008
 
CDG
Sell Transaction
-900
 
SHZ
0.590000
11/4/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.549900
11/4/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.550000
11/4/2008
 
CDG
Sell Transaction
-1150
 
SHZ
0.590000
11/4/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.658000
11/4/2008
 
CDG
Buy Transaction
280
 
SHZ
0.590000
11/4/2008
 
CDG
Sell Transaction
-900
 
SHZ
0.550000
11/4/2008
 
CDG
Buy Transaction
2000
 
SHZ
0.500100
11/5/2008
 
CDG
Buy Transaction
100
 
SHZ
0.630000
11/5/2008
 
CDG
Sell Transaction
-3000
 
SHZ
0.625667
11/5/2008
 
CDG
Buy Transaction
200
 
SHZ
0.630000
11/5/2008
 
CDG
Buy Transaction
300
 
SHZ
0.630000
11/5/2008
 
CDG
Buy Transaction
300
 
SHZ
0.630000
11/5/2008
 
CDG
Buy Transaction
100
 
SHZ
0.600000
11/5/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.600000
11/5/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.650000
11/6/2008
 
CDG
Buy Transaction
2350
 
SHZ
0.513404
11/6/2008
 
CDG
Sell Transaction
-100
 
SHZ
0.610000
11/6/2008
 
CDG
Sell Transaction
-350
 
SHZ
0.590000
11/6/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.500000
11/6/2008
 
CDG
Buy Transaction
100
 
SHZ
0.610100
11/6/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.500000
11/7/2008
 
CDG
Buy Transaction
3500
 
SHZ
0.428571
11/7/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.510000
11/7/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.510000
11/7/2008
 
CDG
Sell Transaction
-1500
 
SHZ
0.420000
11/7/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.450000
11/7/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.420000
11/10/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.530000
11/10/2008
 
CDG
Buy Transaction
200
 
SHZ
0.550000
11/10/2008
 
CDG
Buy Transaction
2305
 
SHZ
0.500000
11/10/2008
 
CDG
Sell Transaction
-1300
 
SHZ
0.500000
11/10/2008
 
CDG
Sell Transaction
-1200
 
SHZ
0.533333
11/10/2008
 
CDG
Sell Transaction
-425
 
SHZ
0.500000
11/10/2008
 
CDG
Buy Transaction
1300
 
SHZ
0.500000
11/10/2008
 
CDG
Sell Transaction
-580
 
SHZ
0.500000
11/13/2008
 
CDG
Sell Transaction
-300
 
SHZ
0.440000
11/13/2008
 
CDG
Sell Transaction
-400
 
SHZ
0.450000
11/13/2008
 
CDG
Sell Transaction
-1600
 
SHZ
0.450000
11/13/2008
 
CDG
Sell Transaction
-4000
 
SHZ
0.450000
11/13/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.440000
11/13/2008
 
CDG
Buy Transaction
144
 
SHZ
0.640000
11/13/2008
 
CDG
Buy Transaction
600
 
SHZ
0.640000
11/13/2008
 
CDG
Buy Transaction
6000
 
SHZ
0.450000
11/13/2008
 
CDG
Sell Transaction
-744
 
SHZ
0.640000
11/13/2008
 
CDG
Sell Transaction
-700
 
SHZ
0.440000
11/17/2008
 
CDG
Buy Transaction
200
 
SHZ
0.420100
11/18/2008
 
CDG
Sell Transaction
-1200
 
SHZ
0.400000
11/18/2008
 
CDG
Buy Transaction
1200
 
SHZ
0.400000
11/18/2008
 
CDG
Buy Transaction
299
 
SHZ
0.420000
11/18/2008
 
CDG
Sell Transaction
-1000
 
SHZ
0.400000
11/18/2008
 
CDG
Buy Transaction
1000
 
SHZ
0.400000
11/18/2008
 
CDG
Sell Transaction
-299
 
SHZ
0.420000

 
 

 

EX-99.6 5 v134189_ex99-6.htm Unassociated Document
 
EXHIBIT 99.6

EXECUTION COPY

MS. YU XIAO JING
MR. XU XUE MING
as Pledgors

THE BANK OF NEW YORK
as Collateral Agent

and

CITADEL EQUITY FUND LTD.
 


SHARE PLEDGE AGREEMENT
 


Dated as of December 27, 2006







This SHARE PLEDGE AGREEMENT (this "Agreement") dated as of December 27, 2006, among (1) Ms. Yu Xiao Jing and Mr. Xu Xue Ming, each being individuals resident in the People's Republic of China (each a "Pledgor" and together the "Pledgors"), (2) The Bank of New York, a New York banking corporation, in its capacity as the collateral agent (the "Collateral Agent") for the benefit of the Secured Parties (as defined below) and (3) for the limited purposes set forth herein, Citadel Equity Fund Ltd. ("Citadel").
 
WHEREAS, China Shen Zhou Mining & Resources, Inc. (the "Company") has issued Senior Convertible Notes due 2012 (the "Notes") pursuant to an indenture dated as of the date hereof (the "Indenture") between the Company and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"); and
 
WHEREAS, the Company and Citadel Equity Fund Ltd. have entered into a notes purchase agreement dated as of December 21, 2006 (the "Notes Purchase Agreement") for the sale and purchase of the Notes; and
 
WHEREAS, each Pledgor owns the issued and outstanding equity interests set forth beside its name on Exhibit A attached hereto and made a part hereof (collectively the "Equity Interests");
 
WHEREAS, each Pledgor has previously pledged and delivered, the Equity Interests to Citadel in respect of certain bridge financings to be repaid as of the date hereof (the "Outstanding Loans"), and Citadel will release its security interests (the "Prior Lien") in such Equity Interests upon such repayment; and
 
WHEREAS, the Pledgors are required to execute and deliver this Agreement pursuant to the Notes Purchase Agreement and the Indenture.
 
NOW, THEREFORE, for and in consideration of the foregoing and of any financial accommodations or extensions of credit heretofore, now or hereafter made to or for the benefit of the Secured Parties pursuant to the Indenture or any other agreement, instrument or document executed pursuant to or in connection therewith, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:
 
1. Defined Terms. Unless otherwise defined herein, each capitalized term used herein that is defined in the Indenture shall have the meaning specified for such term in the Indenture. Unless otherwise defined herein or in the Indenture, terms used in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York are used herein as therein defined. In addition, the following terms used in this Agreement shall have the meanings set forth below:
 
"Secured Obligations" shall mean all obligations owing by the Pledgors and the Company from time to time under the Indenture, the Notes, the Notes Purchase Agreement and in respect of all other Note Obligations, including, without limitation, interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding.
 
"Secured Parties" shall mean each of the Collateral Agent, the Trustee, the Holders of the Notes and each other party to whom any Secured Obligation is owed.

1

 

2. Pledge. Each Pledgor hereby pledges to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a security interest in, the following (collectively, the "Pledged Collateral"):
 
(a) all of the right, title and interest of such Pledgor in the Equity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares owned by each Pledgor and held by Citadel being identified on Exhibit A attached hereto and made apart hereof), all options and warrants for the purchase of additional equity interests in the Company now or hereafter held in the name of such Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of each Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock;
 
(b) all Additional Equity Interests (as defined in Section 13) from time to time acquired by the Pledgors from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Equity Interest or Additional Equity Interests; and
 
(c) all proceeds of the foregoing.
 
3. Security for Secured Obligations. The Pledged Collateral secures the full and prompt payment, performance and observance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations.
 
4. Delivery of Pledged Collateral; Registration and Acknowledgments. All certificates representing or evidencing the Pledged Collateral, if any, shall be delivered to the Collateral Agent by Citadel, and shall be held by or on behalf of the Collateral Agent, pursuant hereto. All such certificates shall be in suitable form for transfer by delivery, in form and substance reasonably satisfactory to the Collateral Agent. In addition, Citadel shall deliver stock powers, duly executed by the Pledgors in blank and held under Citadel's custody (the "Powers"), in form and substance reasonably satisfactory to the Collateral Agent. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights specified in Sections 9 and 10. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.
 
5. Pledged Collateral Adjustments. If, during the term of this Agreement:
 
(a) any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of the Company, or any option included within the Pledged Collateral is exercised, or both, or
 
(b) any subscription warrants, shares, or any other rights or options shall be issued in connection with the Pledged Collateral,
 
2


in each case as may be permitted under the Indenture, then all new, substituted and additional shares, warrants, shares, rights, options or other securities, issued by reason of any of the foregoing, shall be immediately delivered to and held by the Collateral Agent, under the terms of this Agreement and shall constitute Pledged Collateral hereunder.
 
6. Subsequent Changes Affecting Pledged Collateral. Each Pledgor represents and warrants that it has made its own arrangements for keeping itself informed of changes or potential changes affecting the Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of distributions, reorganization or other exchanges, offers to purchase and voting rights), and each Pledgor agrees that none of the Collateral Agent or any Secured Party shall have any obligation to inform any Pledgor of any such changes or potential changes or to take any action or omit to take any action with respect thereto. The Collateral Agent may, after the occurrence and during the continuance of an Event of Default, without notice and at its option, transfer or register the Pledged Collateral or any part thereof into its or its nominee's name with or without any indication that such Pledged Collateral is subject to the security interest hereunder.
 
7. Covenants of the Pledgors and Citadel.
 
(a) Each Pledgor agrees that it shall take all necessary steps and actions to perform its obligations hereunder and effect the transactions contemplated herein; and to do and perform all things required to be done and performed by it under this Agreement prior to and after the Closing Date.
 
(b) Each Pledgor agrees that, as promptly as possible after the date hereof but no later than January 6, 2007, (except for the notification of submission set forth in clause (d)(iii) below), it will cause the Liens created hereunder to be duly perfected as to all Collateral and provide the Collateral Agent with the following:
 
(i) appropriately completed copies, which have been duly authorized for filing by the appropriate Person, of Uniform Commercial Code financing statements naming each Pledgor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed in the District of Columbia in order to perfect the security interests of the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement; or
 
(ii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, dated a date reasonably near to the date hereof, listing all effective financing statements of record in the District of Columbia which name the Pledgors (under its present name and any previous names) as the debtor, together with copies of such financing statements.
 
(c) Upon repayment of the Outstanding Loans pursuant to Section 8(h) of the Notes Purchase Agreement, Citadel shall execute the acknowledgement of funds and delivery of notes letter, in the form attached hereto as Exhibit B, deliver such executed letter to the Company (with a copy to the Pledgors and Collateral Agent) and return to the Company the notes delivered to Citadel pursuant to the Outstanding Loans for cancellation thereof by the Company. In addition, Citadel shall assign any existing Uniform Commercial Code financing statements or other similar financing statements with respect to the Prior Lien and promptly provide reasonably satisfactory evidence thereof to the Pledgors and the Collateral Agent. The Collateral Agent acknowledges

3

 
and agrees that the Pledgors shall have no liability whatsoever for Citadel's performance of its obligations hereunder, and Citadel hereby agrees to indemnify the Pledgors for any claims with respect thereto.
 
(d) All Uniform Commercial Code financing statements of other similar financing statements required pursuant to clause (b)(i) above (collectively, the "Filing Statements") shall have been delivered to Choicepoint Business and Government Services, Inc. or another similar filing service company reasonably acceptable to the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (the "Filing Agent") on the date hereof. The Pledgors shall provide evidence reasonably satisfactory to the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and the Collateral Agent that (i) the Filing Agent has received all of the Filing Statements within 10 days following the date hereof, (ii) the Filing Statements have been submitted for filing in the District of Columbia within 10 days following the date hereof and (iii) within 30 days following the date hereof, the Filing Statements have been accepted for filing and have not been rejected.
 
8. Representations and Warranties. Each Pledgor represents and warrants, severally and not jointly, as follows:
 
(a) He or she is the sole legal and beneficial owner of the Equity Interests set forth opposite its name on Exhibit A attached hereto and made a part hereof, free and clear of any Lien except for the Lien created by this Agreement and the Prior Lien;
 
(b) All of the Pledged Stock has been duly authorized and validly issued, is fully paid and non-assessable;
 
(c) All of the Pledged Stock is presently represented by the certificates listed on Exhibit A hereto. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Stock;
 
(d) He or she has full power and authority to enter into this Agreement;
 
(e) There are no restrictions upon the voting rights associated with, or upon the transfer of, any of the Pledged Collateral except pursuant to the Act;
 
(f) He or she has the right to vote, pledge, assign and grant a security interest in or otherwise transfer such Pledged Collateral free of any Liens, except as set forth in paragraphs (a) and (e) above;
 
(g) No authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is required either (i) for the pledge by him or her of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by him or her or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally and realization of collateral);
 
(h) After the discharge of the Prior Lien, the pledge of the Pledged Collateral pursuant to this Agreement, together with the delivery of the stock certificates pertaining thereto to the Collateral Agent, creates a valid and perfected first priority security interest in the Pledged
 
4


Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties, securing the payment and performance of the Secured Obligations;
 
(i) This Agreement has been duly executed and delivered by and on behalf of such Pledgor and constitutes the legal, valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms;
 
(j) There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending, or to the knowledge of such Pledgor, threatened against such Pledgor or any of its property which will materially and adversely affect the ability of each Pledgor to perform its obligations under this Agreement;
 
(k) The execution, delivery and performance of this Agreement by such Pledgor (i) does not violate, constitute a breach of or a default (with the passage of time or otherwise) under, require the consent of any person or a Governmental Authority or result in the imposition of a Lien (other than the Lien created by this Agreement and the Prior Lien) on any assets of such Pledgor under or pursuant to (x) any indenture, mortgage, or any other agreement to which such Pledgor is a party or by which any of its properties or assets may be bound or (y) any statute, rule, regulation, law or ordinance, or any judgment, decree or order applicable to such Pledgor, and (ii) does not violate any restriction on such transfer or encumbrance of the Pledged Collateral;
 
(1) The Powers are effective endorsements duly executed by an appropriate person and give the Collateral Agent the authority they purport to confer;
 
(m) The Pledged Stock constitutes such percent of the issued and outstanding shares of Equity Interests of the issuer thereof as set forth in Exhibit A hereto and all of its equity interest in the Company as at the date hereof; and
 
(n) His or her principal residence is located in the People's Republic of China.
 
9. Voting Rights. During the term of this Agreement, and except as provided in this Section 9. each Pledgor, in its capacity as stockholders of the Company, shall have the right to vote the Pledged Stock held by it on all corporate questions in a manner not inconsistent with the terms of this Agreement and the other Transaction Documents to which it is party; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of any Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Transaction Documents to which it is party) (i) the dissolution or liquidation, in whole or in part, of the Company; (ii) the consolidation or merger of the Company with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of the Company, except for Liens in favor of the Collateral Agent for the benefit of the Secured Parties; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of the Company or the issuance of any additional shares of its Equity Interests; or (v) the alteration of the voting rights with respect to the Equity Interests of the Company. After the occurrence and during the continuation of an Event of Default, the Collateral Agent may (but shall not be obligated to), at the Collateral Agent's option, exercise all voting rights pertaining to the Pledged Collateral, including the right to take action by shareholder consent.
 
10. Dividends and Other Distributions.
 
(a) So long as no Event of Default shall have occurred and be continuing:
 
5


(i) Each Pledgor shall be entitled to receive and retain any and all dividends and distributions paid in respect of the Pledged Collateral, notwithstanding such dividends and distributions being subject to the pledge and assignment thereof pursuant to Section 2: provided, however, that any and all:
 
(A) dividends and distributions paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral;
 
(B) dividends and other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and
 
(C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral;
 
shall be Pledged Collateral, and shall be forthwith delivered to the Collateral Agent to hold, for the benefit of the Secured Parties, as Pledged Collateral and shall, if received by the relevant Pledgor, be received in trust for the Collateral Agent for the benefit of the Secured Parties; and
 
(ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the relevant Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to receive the dividends which it is authorized to receive and retain pursuant to clause (i) above.
 
(b) After the occurrence and during the continuation of an Event of Default:
 
(i) All rights of the Pledgors to receive the dividends and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 10(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and other distributions;
 
(ii) All dividends and other distributions which are received by each Pledgor contrary to the provisions of clause (i) of this Section 10(b) shall be received in trust for the Collateral Agent, for the benefit of the Secured Parties;
 
(iii) Each Pledgor shall, at the relevant Pledgor's expense, execute and deliver, and use its best efforts to cause the Company and its officers and directors to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be required by applicable law or may be necessary or, in the opinion of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding or their counsel, advisable to register the applicable Pledged Collateral under the provisions of the Act, and to exercise its best efforts as owner of the Pledged Stock to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus
 
6


which, in the opinion of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding or their counsel, are necessary or advisable, all in conformity with the requirements of file Act and the rules and regulations of the Commission applicable thereto;
 
(iv) Each Pledgor shall, at the relevant Pledgor's expense, use his or her best efforts to cause the Company to qualify the Pledged Collateral under state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral;
 
(v) Each Pledgor, if applicable, shall, at the relevant Pledgor's expense, use his or her best efforts to cause the Company to make available to the holders of its securities, as soon as practicable, earning statements which will satisfy the provisions of Section 11(a) of the Act; and
 
(vi) Each Pledgor shall, at the relevant Pledgor's expense, do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law.
 
Each Pledgor will reimburse the Collateral Agent for all expenses incurred by the Collateral Agent, including, without limitation, reasonable attorneys' and accountants' fees and expenses in connection with the foregoing. Upon or at any time after the occurrence and during the continuation of an Event of Default, if the Secured Parties (pursuant to the terms of the Indenture) determines that, prior to any public offering of any securities constituting part of the Pledged Collateral, such securities should be registered under the Act and/or registered or qualified under any other federal or state law and such registration and/or qualification is not practicable, then each Pledgor agrees that it will be commercially reasonable if a private sale, upon at least ten (10) Business Days' notice to such Pledgor, is arranged so as to avoid a public offering, even though the sales price established and/or obtained at such private sale may be substantially less than prices which could have been obtained for such security on any market or exchange or in any other public sale.
 
11. Transfers and other Liens. Other than as permitted in the Indenture, each Pledgor agrees that it will not (i) sell, transfer or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of the Collateral Agent, or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral (except for the security interest under this Agreement and the Prior Lien). Each Pledgor further agrees that it will procure, or take reasonable efforts to procure, that the Company and any other direct or indirect subsidiary thereof shall carry oh business only in the ordinary course and will not (unless and to the extent expressly permitted by the Transaction Documents) dispose of or agree to dispose of a substantial part of its assets or undertaking without the prior written approval of the Collateral Agent.
 
12. Defense of Title. Each Pledgor will defend the title to the Pledged Collateral and the Liens of the Collateral Agent in the Pledged Collateral against the claim of any Person (other than Citadel pursuant to the Prior Lien) and will maintain and preserve the Liens created under this Agreement.
 
13. Additional Equity Interests. Each Pledgor will, upon obtaining ownership of any additional equity interests in the Company, which equity interests are not already Pledged Collateral (the "Additional Equity Interests"), promptly (and in any event within three (3) Business Days) deliver to the Collateral Agent an amendment to this Agreement, duly executed by each Pledgor and in form and substance satisfactory to the Collateral Agent, in respect of any such Additional Equity Interests, pursuant
 
7


to which the Pledgors shall pledge to the Collateral Agent all of such Additional Equity Interests. Each Pledgor hereby authorizes the Collateral Agent to attach such amendment to this Agreement and agrees that all Pledged Stock listed on any such amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.
 
14. Remedies.
 
(a) The Collateral Agent shall have, in addition to any other rights given under this Agreement or by law, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code as in effect in the State of Nevada (the "UCC"). In addition, after the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have such powers of sale and other powers as may be conferred by applicable law. With respect to the Pledged Collateral or any part thereof which shall then be in or shall thereafter come into the possession or custody of the Collateral Agent or which the Collateral Agent shall otherwise have the ability to transfer under applicable law, the Collateral Agent may, in its sole discretion, without notice except as specified below, after the occurrence and during the continuation of an Event of Default, sell or cause the same to be sold at any exchange, broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent or the Secured Parties (pursuant to the terms of the Indenture) may deem best, for cash or on credit or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Collateral Agent or any Secured Party may, in its own name, or in the name of a designee or nominee, buy the Pledged Collateral at any public sale and, if permitted by applicable law, buy the Pledged Collateral at any private sale. Each Pledgor agrees to pay to the Collateral Agent all reasonable expenses (including, without limitation, court costs and reasonable attorneys' and paralegals' fees and expenses) of, or incident to, the enforcement of any of the provisions hereof.
 
(b) Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Collateral Agent will give the Pledgors reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Notwithstanding any provision to the contrary contained herein, each Pledgor agrees that any requirements of reasonable notice shall be met if such notice is received by such Pledgor as provided in Section 31 below at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived, to the extent permitted by law.
 
(c) Given that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, each Pledgor agrees that after the occurrence and during the continuation of an Event of Default, the Collateral Agent may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who are qualified and will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit offers to buy the Pledged Collateral, or any part of it, from a limited number of investors deemed by the Collateral Agent, in its reasonable judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral. If the Collateral Agent solicits such offers from not less than four (4) such
 
8


investors, then the acceptance by the Collateral Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of such Pledged Collateral; provided, however, that this Section 14 does not impose a requirement that the Collateral Agent solicit offers from four or more investors in order for the sale to be commercially reasonable.
 
(d) Each Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Each Pledgor agrees that it will not interfere with any right, power and remedy of the Collateral Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon any Pledgor by the Collateral Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair the Collateral Agent's right to take any action or to exercise any power or remedy hereunder or prejudice its rights as against any Pledgor in any respect.
 
(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 14 will cause irreparable injury to the Collateral Agent, that the Collateral Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 14 shall be specifically enforceable against such Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.
 
15. Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, and all obligations of the Pledgors hereunder, shall be absolute and unconditional irrespective of:
 
(a) Any lack of validity or enforceability of the Indenture or any other agreement or instrument relating thereto;
 
(b) Any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture or this Agreement;
 
(c) Any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any part of the Secured Obligations;
 
(d) the insolvency of any Pledgor; or
 
(e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or of this Agreement.
 
16. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full authority, in the name of such Pledgor or otherwise, after
 
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the occurrence and during the continuation of an Event of Default, from time to time in the Collateral Agent's sole discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same and to arrange for the transfer of all or any part of the Pledged Collateral on the books of the Company to the name of the Collateral Agent or the Secured Collateral Agent's nominee.
 
17. Non-Recourse Obligations, Notwithstanding any other provision in this Agreement, the Notes Purchase Agreement or any other document relating to this Agreement or the Notes Purchase Agreement (collectively, the "Loan Documents"), (i) no Pledgor shall be personally liable, and the Collateral Agent shall not commence or prosecute any action against any Pledgor, for payment or performance of any Secured Obligations, and any indemnification or expense reimbursement provided for herein or therein; (ii) the Collateral Agent shall not seek, obtain, or enforce a deficiency judgment against any Pledgor; (iii) the Collateral Agent's recourse for the Secured Obligations shall be limited to the Pledged Collateral; and (iv) the Collateral Agent waives any right to exercise any banker's right of set-off, arising from any of the Secured Obligations, against any funds of any Pledgor in the Collateral Agent's custody, control, or possession.
 
18. Waivers. Each Pledgor waives to the fullest extent permitted by applicable laws presentment and demand for payment of any of the Secured Obligations, protest and notice of dishonor or Event of Default with respect to any of the Secured Obligations and all other notices to which any Pledgor might otherwise be entitled except as otherwise expressly provided herein or in the Indenture.
 
19. Term. This Agreement shall remain in full force and effect until the final payment in full, in cash, of the Secured Obligations. Upon the termination of this Agreement as provided above (other than as a result of the sale of the Pledged Collateral), the Collateral Agent will release the security interest created hereunder and, if it then has possession of any Pledged Stock pledged hereunder, will deliver such Pledged Stock previously delivered to it and the Powers to the relevant Pledgor.
 
20. Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Pledgor or the Company for liquidation or reorganization, should such Pledgor or the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any Pledgor's or the Company's assets, and shall continue to be effective or be reinstated, as the case may be.
 
21. Definitions. The singular shall include the plural and vice versa and any gender shall include any other gender as the context may require.
 
22. Binding Effect; Successors and Assigns. This Agreement shall be binding upon each Pledgor and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties and their respective successors and assigns. Nothing set forth herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement, the Indenture or any Collateral. Each Pledgor's successors shall include, without limitation, a receiver, trustee or debtor-in-possession of or for such Pledgor.
 
23. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
24. Consent to Jurisdiction; and Service of Process. THE COLLATERAL AGENT HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL
 
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COURTS LOCATED IN COUNTY OF NEW YORK, CITY OF NEW YORK, NEW YORK. EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN COUNTY OF NEW YORK, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE PLEDGORS AND THE COLLATERAL AGENT PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED THAT THE COLLATERAL AGENT AND EACH PLEDGOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY; AND, PROVIDED, FURTHER, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE COLLATERAL AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE GUARANTEED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THIS AGREEMENT FOR THAT PLEDGOR AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. The Collateral Agent shall have the right to proceed against each Pledgor or its personal property in a court in any location to enable the Collateral Agent to obtain personal jurisdiction over any Pledgor, to realize on the Pledged Collateral or any other security for the Secured Obligations or to enforce a judgment or other court order entered in favor of the Collateral Agent.
 
25. Waiver of Jury Trial. Each Pledgor and the Collateral Agent waives, to the extent permitted by applicable law, any right to trial by jury in any dispute, whether sounding in contract, tort, or otherwise, between the Collateral Agent and each Pledgor arising out of or related to the transactions contemplated by this Agreement or any other instrument, document or agreement executed or delivered in connection herewith. Either of the Pledgors or the Collateral Agent may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.
 
26. Advice of Counsel. Each Pledgor represents and warrants to the Collateral Agent that it has had the opportunity to discuss this Agreement and, specifically, the provisions of Sections 23 through 25 hereof, with its counsel.
 
27. Severability. If any provision of this Agreement is held to be prohibited or unenforceable in any jurisdiction the substantive laws of which are held to be applicable hereto, such prohibition or unenforceability shall not affect the validity or enforceability of the remaining provisions hereof to the extent permitted by applicable law, and shall not invalidate or render unenforceable such provision in any other jurisdiction to the extent permitted by applicable law.
 
28. Further Assurances. Each Pledgor agrees that at any time and from time to time, at the expense of the relevant Pledgor, he or she will promptly execute and deliver all further instruments
 
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and documents, and take all further action, that may be required by applicable law or may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Pledged Collateral, including, without limitation, the filing of financing statements under Article 9 of the Uniform Commercial Code of New York. Each Pledgor hereby further agrees that he or she shall not make any change to his or her name or jurisdiction of principal residence without prior written notice. Each of the Pledgors authorizes the Collateral Agent to file any financing statements and amendments thereto relating to the Pledged Collateral, in form and substance required by the Collateral Agent (acting at the direction of the Holders pursuant to the Indenture), which describe the Pledged Collateral and include therein all other information which is required by Article 9 of the UCC or other applicable law with respect to the preparation or filing of a financing statement or amendment.
 
29. The Collateral Agent's Duty of Care.
 
(a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the Pledged Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to the safe custody of the Pledged Collateral in the Collateral Agent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Pledgors, and shall constitute part of the Secured Obligations secured hereby.
 
(b) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The Collateral Agent shall not be liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of God, interruption or other circumstances beyond its control; provided, that it exercises such diligence as the circumstances may reasonably require. The Collateral Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person. After receiving any direction from the Pledgors or the Secured Parties, the Collateral Agent may (at the expense of the Pledgors) consult with legal counsel of such Agents' selection (provided that such counsel shall be a firm of nationally recognized reputation), and the written advice of such counsel (or any Opinion of Counsel caused by the Pledgors to be furnished by the Company to the Collateral Agent) shall be full and complete protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
 
(c) The Collateral Agent shall not be deemed to have notice of any Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in Section 31 of this Agreement.
 
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(d) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account.
 
(e) In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
 
30. Additional Provisions Relating to the Collateral Agent.
 
(a) Any corporation, bank, trust company or association into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Collateral Agent, shall be the successor of the Collateral Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
 
Any resignation or removal of the Collateral Agent as Trustee under the Indenture in accordance with the provisions thereof shall result in a resignation or removal of the Collateral Agent hereunder. The provisions of Section 7.08 of the Indenture with respect to replacement of the Trustee shall be applicable to the replacement of the Collateral Agent. Upon any resignation, removal or replacement of the Collateral Agent, the Collateral Agent (or its successor) shall provide written notice to each of the Pledgors, but the failure provide such notice shall not relieve the Pledgors of any of their obligations hereunder.
 
(b) At any time or times, for the purpose of meeting any legal requirements of any jurisdiction in which any of the Pledged Collateral may at the time be located, the Collateral Agent shall have the power to appoint any Person or Persons either to act as a co-collateral agent or as co-collateral agents, jointly with the Collateral Agent of all or any part of the Pledged Collateral or to act as a separate collateral agent or separate collateral agents of all or any part of the Pledged Collateral and to vest in such Person or Persons, in such capacity, such title to the Pledged Collateral or any part thereof, and such rights, powers, duties or obligations as the Collateral Agent may consider necessary or desirable, subject to the other provisions of this Section 30.
 
(c) Unless otherwise provided in the instrument appointing such co-collateral or separate collateral agent, every co-collateral agent or separate collateral agent shall, to the extent permitted by law, be appointed subject to the following terms:
 
(i) All rights, power, duties and obligations under this Agreement conferred upon the Collateral Agent in respect of the custody, control or management of the collateral, shall be exercised solely by the Collateral Agent;
 
(ii) All rights, powers, duties and obligations conferred or imposed upon the collateral agents shall be conferred or imposed upon and exercised or performed by the Collateral Agent, or by the Collateral Agent and such co-collateral agent or co-collateral agents, or separate collateral agent or separate collateral agents jointly, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be
 
13


performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents;
 
(iii) Any request in writing by the Collateral Agent to any co-collateral agent or separate collateral agent to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-collateral agent or separate collateral agent;
 
(iv) Any co-collateral agent or separate collateral agent to the extent permitted by law may delegate to the Collateral Agent the exercise of any right, power, duty or obligation, discretionary or otherwise;
 
(v) The Collateral Agent at any time, by an instrument in writing, may accept the resignation of, or remove, any co-collateral agent or separate collateral agent appointed under this Section 30. As successor to any co-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner provided in this Section 30.
 
(vi) No collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder;
 
(vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Collateral Agent shall be deemed to have been delivered to each such co-collateral agent or separate collateral agent; and
 
(viii) Any Collateral received by any such co-collateral agent or separate collateral agent hereunder shall forthwith, so far as may be permitted by law, be turned over to the Collateral Agent to be held pursuant to the terms hereof.
 
(d) Upon the acceptance in writing of such appointment by any such co-collateral agent or separate collateral agent, it or he shall be vested with the estate, right, title and interest in the Pledged Collateral, or any portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Collateral Agent, all as shall be specified in the instrument of appointment, subject to all the terms hereof.
 
(e) In case any co-collateral Agent or separate collateral agent shall become incapable of acting, resign or be removed, the right, title and interest in the Pledged Collateral and all rights, powers, duties and obligations of said co-collateral agent or separate collateral agent shall, so far as permitted by law, vest in and be exercised by the Collateral Agent unless and until a successor co-collateral agent or separate collateral agent shall be appointed pursuant to this Section 30.
 
31. Notices. Notices given pursuant to any provision of this Agreement may be sent by facsimile and shall be addressed as follows: (i) if to either Pledgor, to: Ms. Yu Xia Jing/Mr. Xu Xue Ming, Room 305, Ze Yang Building, No.166 Fu Shi Road, Shi Jing Shan District, Beijing 100043, China, Fax: (86-10) 6887 2811, with a copy to Jones Day, 3201 China World Tower 1, No.1 Jianguomenwai Avenue, Beijing, China 100004, Fax: (86-10) 5866 1122, Attention: Canice Chan, Esq., and (ii) if to the Collateral Agent, to: The Bank of New York, 101 Barclay Street, 4E, New York, New York 10286 , Fax: (212) 815-5802/5803, Attention: Global Trust Services.
 
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32. Indemnity and Expenses. Each Pledgor agrees, upon demand, to indemnify the Collateral Agent against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees incurred by it arising out of or in connection with the acceptance or administration of its duties under this Agreement and to pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or observe any of the provisions hereof.
 
Each Pledgor also agrees to indemnify the Indemnified Party (as defined in the Notes Purchase Agreement) against any and all losses, claims, damages, liabilities and reasonable expenses to the same extent as the Company agrees to indemnify under Section 9 of the Notes Purchase Agreement.
 
33. Amendments, Waivers and Consents. None of the terms or provisions of this Agreement may be waived, altered, modified or amended, and no consent to any departure by any Pledgor herefrom shall be effective, except by or pursuant to an instrument in writing which (i) is duly executed by each Pledgor and the Collateral Agent and (ii) complies with the requirements of the Indenture. Any such waiver shall be valid only to the extent set forth therein. A waiver by the Collateral Agent of any right or remedy under this Agreement on any one occasion shall not be construed as a waiver of any right or remedy which the Collateral Agent would otherwise have on any future occasion. No failure to exercise or delay in exercising any right, power or privilege under this Agreement on the part of the Collateral Agent shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
 
34. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.
 
35. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement.
 
36. Merger. This Agreement and the other Transaction Documents embody the entire agreement and understanding, between the Pledgors and the Collateral Agent or the Holder and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof.
 
[SIGNATURE PAGE(S) TO FOLLOW.]
 
15


IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have executed this Agreement as of the date set forth above.

 
MS. YU XIAO JING
   
 
By: /s/ Yu Xiao Jing
 
Name: Ms. YU XIAO JING
   
 
MR. XU XUE MING
   
 
By: /s/ Xu Xue Ming
 
Name: Mr. XU XUE MING

Acknowledged and agreed to as of the date first written above.

THE BANK OF NEW YORK
as Collateral Agent

By: ________________________________
Name:
Title: Authorized Signatory

Acknowledged and agreed to as of the date first written above for the purposes set forth in Sections 4, 7 and 10.

CITADEL EQUITY FUND LTD.

By: Citadel Limited Partnership, Portfolio Manager

By: Citadel Investment Group, L.L.C., its General Partner

By: ________________________________
Name:
Title: Authorized Signatory
 


IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have executed this Agreement as of the date set forth above.
 
 
MS. YU XIAO JING 
 
By: ________________________________
Name: Ms. YU XIAO JING
 
 
MR. XU XUE MING
 
By: ________________________________
Name: Mr. XU XUE MING
 
Acknowledged and agreed to as of the date first written above.
 
THE BANK OF NEW YORK
as Collateral Agent

By: /s/ Lici Zhu                                   
Name: Lici Zhu
Title: Authorized Signatory
 
Acknowledged and agreed to as of the date first written above for the purposes set forth in Sections 4, 7 and 10.
 
CITADEL EQUITY FUND LTD.
 
By: Citadel Limited Partnership, Portfolio Manager
 
By: Citadel Investment Group, L.L.C., its General Partner
 
By: ________________________________
Name:
Title: Authorized Signatory
 


IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have executed this Agreement as of the date set forth above.

 
 
MS. YU XIAO JING 
 
By: ________________________________
Name: Ms. YU XIAO JING
 
 
MR. XU XUE MING
 
By: ________________________________
Name: Mr. XU XUE MING
 
Acknowledged and agreed to as of the date first written above.
 
THE BANK OF NEW YORK
as Collateral Agent
 
By: ________________________________
Name:
Title: Authorized Signatory
 
Acknowledged and agreed to as of the date first written above for the purposes set forth in Sections 4, 7 and 10.
 
CITADEL EQUITY FUND LTD.
 
By: ________________________________
Citadel Limited Partnership, its Portfolio Manager
 
By: Citadel Investment Group, L.L.C., its General Partner
 
 
By:  /s/ Steve Atkinson               
Name: Steve Atkinson
Title: Authorized Signatory
 


EXHIBIT A
 
PLEDGED STOCK

 
Name of
Pledgor
Name of Issuer
Percentage of
Stock
Number and Description
of Shares
Ms. Yu Xiao Jing
China Shen Zhou Mining &
Resources, Inc.
70%
14,917,000 common stock
Mr. Xu Xue Ming
China Shen Zhou Mining &
Resources, Inc.
8.8%
1,870,000 common stock
 


EXHIBIT B
 
STOCK POWER
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                              ,            shares of the Common Stock, par value $0.001 per share, of China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation represented by Certificate No. _____, and does hereby irrevocably constitute and appoint _______________ as attorney-in-fact to transfer the shares on the books of the Corporation with full power of substitution in the premises.
 
Dated: ___________________
 
[Ms. YU XIAO JING] [Mr. XU XUE MING]
 
By: ___________________________
Name: [Ms. YU XIAO JING] [Mr. XU XUE MING]
 


ACKNOWLEDGEMENT

The undersigned hereby acknowledges receipt of a copy of the foregoing Share Pledge Agreement, agrees promptly to note on its books the security interests granted under such Share Pledge Agreement, and waives any rights or requirement at any time hereafter to receive a copy of such Share Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent.
 
 
CHINA SHEN ZHOU MINING & RESOURCES, INC.
 
 
By: /s/ Yu Xiao Jing                      
Name: Yu Xiao Jing
Title: President
 



EX-99.7 6 v134189_ex99-7.htm Unassociated Document

EXHIBIT 99.7
 
EXECUTION COPY
 
SUPPLEMENTAL INDENTURE
 
THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 17, 2007, is entered into by and between China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the "Company") and The Bank of New York, as trustee (the "Trustee"). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture (as defined below).
 
WITNESSETH:
 
WHEREAS, the Company and the Trustee have entered into an Indenture (the "Indenture"), dated as of December 27, 2006, which sets forth the terms and conditions for the issuance by the Company of US $28,000,000 6.75% Senior Convertible Notes due 2012 (the "Notes");
 
WHEREAS, Section 8.02 of the Indenture provides that the Company and the Trustee may, from time to time and at any time, with the consent of the holders of a majority in aggregate principal amount of the Notes at the time outstanding, enter into indentures supplemental thereto for the purpose of changing in any manner any of the provisions of the Indenture subject to the conditions set forth therein;
 
WHEREAS, the holder of a majority in aggregate principal amount of the Notes currently outstanding has consented (the evidence of such consent having been obtained and provided to the Trustee as required under the Indenture) to the execution of this Supplemental Indenture by the parties hereto; and
 
WHEREAS, the Company has complied with the requirements under the Indenture to execute this Supplemental Indenture and, in connection therewith, has provided the Trustee with an Officers' Certificate and an Opinion of Counsel to the satisfaction of the Trustee.
 
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
 
1. Amendments to the Indenture. The Indenture is hereby amended as follows:
 
1.1. Paragraph (d) under the definition of "Liquidated Damages" in Section 1.01 of the Indenture is deleted in its entirety, the word "and" is inserted at the end of paragraph (b) under such definition, and ", and" at the end of paragraph (c) under such definition is replaced with ".", such that the definition of "Liquidated Damages" shall read in its entirety as follows:
 
"Liquidated Damages" means any of

1


(a) the aggregate amount of $750,000 due and payable by the Company to the Holders on a pro rata basis (proportionate to their holding of the Notes that are at that time outstanding) on or before November 23, 2007 if the Company has not obtained a Public Listing on or before November 15, 2007 or if the Company is not at that time currently maintaining such listing,
 
(b) the aggregate amount of $1,300,000 due and payable by the Company to the Holders on a pro rata basis (proportionate to their holding of the Notes that are at that time outstanding) (x) on April 2, 2007, if the Company has not complied with Section 4.20(a), and (y) on or before January 7 of the year subsequent to any fiscal year for which the Company has not complied with Section 4.20(b), and
 
(c) the aggregate amount of $750,000 due and payable by the Company to the Holders on a pro rata basis (proportionate to their holding of the Notes that are at that time outstanding) on or before the fifth Business Day from the 145th day following (i) the Issue Date, if the Company has not complied with the initial appointment of an officer pursuant to Section 4.27(a) and (ii) the date on which there occurs vacancy in the position in the event when the Company has not complied with Section 4.27(b).
 
For all purposes of this Indenture, the term "premium" shall include Liquidated Damages, if any, with respect to the Notes."
 
1.2. Paragraph (a) under Section 4.18 of the Indenture is deleted in its entirety such that Section 4.18 shall read in its entirety as follows:
 
"Section 4.18. Other Covenants.
 
Unless approved by Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company shall not, and shall cause its Subsidiaries not to,
 
(a) except for the Conversion Shares, cause to authorize, create (by way of reclassification or otherwise) or issue or sell any securities of the Company or any Subsidiary (including without limitation any and all shares of capital stock, securities convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares and any securities that represent the right to receive any of the foregoing);
 
(b) cause to amend, repeal or alter the articles of incorporation; or
 
(c) appoint, remove or change the independent public accountants of the Company or any of its Subsidiaries except in accordance with Section 4.20."
 
1.3. A new Section 9.09 is inserted at the end of Article IX of the Indenture as follows:
 
"Section 9.09. Conversion Limitation

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Notwithstanding any provision to the contrary in the Indenture or any other agreement, the Company shall not effect any conversion of any portion of the Notes, and Citadel Equity Fund Ltd. ("Citadel") shall not have the right to convert any portion of the Notes held by it, to the extent that after giving effect to the conversion of such portion of the Notes (the "Subject Notes"). Citadel (together with its Affiliates) would beneficially own in excess of 9.99% of the number of Common Shares outstanding immediately after giving effect to such conversion (the "Conversion Limitation"). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by Citadel and its Affiliates shall include the number of Common Shares issuable upon conversion of the Subject Notes, but shall exclude the number of Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Notes beneficially owned by Citadel or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Citadel or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section, in determining the number of outstanding Common Shares, Citadel may rely on the number of outstanding Common Shares as reflected in (x) the Company's most recent annual, quarterly or current report on Form 10-K, 10-KSB, 10-Q, 10-QSB or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of Common Shares outstanding. For any reason at any time, upon the written request (which, for the avoidance of doubt, includes a request via e-mail) of Citadel, the Company shall within three business days confirm orally and in writing to Citadel the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including any Notes, by Citadel or its Affiliates since the date as of which such number of outstanding Common Shares was reported. By not less than sixty-one (61) days' prior written notice to the Company, Citadel may, at its election, increase or decrease the Conversion Limitation to any other percentage not in excess of 9.99% specified in such notice, and the Conversion Limitation shall continue to apply until such sixty-first day (or such later date, as determined by Citadel, as may be specified in such notice)."
 
2. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
 
3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
 
5. Counterparts.
 
5.1. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.
 
5.2. This Supplemental Indenture may be executed in one or more counterparts and when a counterpart has been executed by each party, all such counterparts taken together shall constitute one and the same agreement.
 
6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
 
[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
 
CHINA SHEN ZHOU MINING & RESOURCES, INC.
 
By: /s/ Xiaojing Yu                         
Name: Xiaojing Yu
Title: Chief ExecutiveOfficer



 
  THE BANK OF NEW YORK,
a New York banking corporation,
as Trustee
 
By: /s/ Lici Zhu                           
Name: Lici Zhu
Title: Assistant Treasurer



 

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