Exhibit 10.20
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NON AZTORE CONVERSION RIGHTS AGREEMENT
PHOENIX, ARIZONA
AUGUST 30, 2003
THIS NON AZTORE CONVERSION RIGHTS AGREEMENT, (the "Agreement") is by and
between Dyna-Cam Engine Corporation, a corporation organized under the laws of
the State of Nevada ("Debtor") and each non-Aztore creditor with a bona fide
claim against the Debtor at August 30, 2003 ("Creditors").
RECITALS
A. On June 30, 2003 Debtor agreed to dispose of almost all its asset
to satisfy Debtor's secured creditors (the "Asset Disposition");
B. Having disposed of its assets related to manufacturing engines in
the Asset Disposition, Debtor is now in the business of seeking a business to
acquire (the "Business Plan");
C. As of the date of this Amendment, Creditors may be owed $112,415
under various unsecured claims;
D. As of the date of this Amendment, Debtor owes Aztore Holdings, Inc.
("Aztore") about $650,000 under a Agreement for Convertible Secured Line of
Credit, as amended (the "Aztore LOC Agreement").
E. The Aztore LOC Agreement grants Aztore certain conversion rights and
the notes issued under the Aztore LOC Agreement expire on March 31, 2006 unless
paid in full sooner (the "Termination Date");
F. Debtor desires to provide incentive for Creditors to cooperate with
its Business Plan.
AGREEMENT
In consideration of the above recitals, the following representations,
warranties, covenants and conditions, and other good and valuable consideration,
the receipt of which is acknowledged, the parties agree as follows:
SECTION ONE
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AGREEMENTS
Debtor and Participating and Qualified Creditors agree to the following:
CONVERSION RIGHTS AGREEMENT BETWEEN DYNA-CAM AND NON-AZTORE CREDITORS
EFFECTIVE DATE AUGUST 30, 2003; PAGE 2 OF 4
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(1) Creditors must elect to participate in this program in writing and
must to qualify and participate:
a. waive any defaults their original agreements;
b. reach an agreement with the Debtor on the amounts owed and waive
any accrued interest and fees;
c. execute customary investment representations;
d. allow their liabilities to be documented by a replacement note
with the terms specified below (the "Note").
(2) A Participating and Qualified Creditor shall execute, acknowledge,
deliver, record and file such further instruments and do such further acts as
Debtor in its sole and absolute judgment deems necessary, desirable or proper to
carry out the purposes of this Agreement.
(3) A Participating and Qualified Creditor may reasonably request
information concerning the financial condition of Debtor and Debtor shall
promptly furnish to Creditor such additional financial statements and such data
SECTION TWO
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TERMS OF NOTES
(1) The Notes shall have a common maturity date of March 31, 2006
("Note Maturity Date").
(2) The Notes shall not bear interest.
(3) The Notes shall be assignable.
SECTION THREE
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CONVERSION OF NOTES INTO STOCK
A. CONVERSION RIGHTS
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A Participating and Qualified Creditor shall have the option and may, in
the sole exercise of its discretion, elect to convert all and only all of the
outstanding balance of its Note into such shares of Debtor's common stock, at a
price equivalent to the conversion price specified in Aztore's LOC Agreement.
Such price is to be determined by any third party purchase transaction to
purchase common shares whether through a cash purchase or other exchange whereby
the Debtor receives in cash or in kind more than $50,000 (the "Conversion
Price"). In the event that Creditor elects to exercise its option to convert
its debt into such securities, Creditor shall deliver a notice of its election
to convert (the "Conversion Notice") to Debtor at its address reported to the
Securities and Exchange Commission within ten business days from the receipt of
notice of such transaction which Debtor hereby agrees to timely deliver to
CONVERSION RIGHTS AGREEMENT BETWEEN DYNA-CAM AND NON-AZTORE CREDITORS
EFFECTIVE DATE AUGUST 30, 2003; PAGE 3 OF 4
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Creditor. In addition, in the event that Debtor issues any warrants to purchase
securities to any agents for the seller of or finders of purchasers for such
shares then Debtor will issue to Creditor, upon conversion, an equal percentage
of warrants related to the amount of debt converted by Debtor.
B. TERM OF THE CONVERSION RIGHTS
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(1) Partial Payment/Partial Conversion at Debtors Option. If Debtor,
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at any time, tenders payment of an amount which is less than the full amount due
to Creditor (a "Partial Payment"), then Creditor may exercise its right to
convert the amount of debt represented by such Partial Payment for a period of
10 business days after any such Partial Payment has been received by Creditor by
serving Debtor with a Conversion Notice stating the portion of the debt for
which Debtor has tendered Partial Payment plus any additional amounts due and
owing from Debtor to Creditor which Creditor is electing to convert. In the
event that Creditor does not timely serve Debtor with such a Conversion Notice,
the Partial Payment shall be deemed accepted, the aggregate amount of the debt
due and owing to Creditor by Debtor shall be reduced by the amount of such
Partial Payment and the portion of Creditor's conversion rights as would relate
to the amount of debt reduced by such Partial Payment shall terminate. All
remaining conversions rights of Creditor (the right to convert the remaining
balance of the debt due to Creditor) shall be unaffected by such Partial
Payment.
(2) After Termination Date. The conversion rights granted herein to
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Creditor shall continue and be in full force and effect and Creditor may
exercise all or a portion thereof until 10 business days after the occurrence of
the Termination Date. In the event that Debtor tenders payment to Creditor of
all amounts due and owing under the Amended Agreement and/or each executed
Secured Promissory Notes or any of the other Loan Documents ("Full Payment"),
Creditor may elect to convert all or a portion of the amount of the debt for
which Debtor has tendered payment by serving Debtor with a Conversion Notice as
set forth above. In the event that Creditor does not timely serve Debtor with
such a Conversion Notice, the Full Payment shall be deemed accepted, the
aggregate amount of the debt due and owing to Creditor by Debtor shall be
reduced by the amount of such Full Payment and the all of Creditor's conversion
rights shall terminate.
(3) Aztore's right to set the price. In the event that the price is
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uncertain due to the receipt by the Debtor of non-cash consideration, then the
determination of Aztore and the Debtor as to the Conversion Price shall be
controlling on the Creditor.
SECTION NINE
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SEVERABILITY
Each provision of this Agreement is intended to be severable. Debtor and
Creditor further intend and believe that each provision in this Agreement and
each of the Notes complies with all applicable local, state and federal laws and
CONVERSION RIGHTS AGREEMENT BETWEEN DYNA-CAM AND NON-AZTORE CREDITORS
EFFECTIVE DATE AUGUST 30, 2003; PAGE 4 OF 4
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court decisions. However, if any provision or provisions in this Agreement or
any of the Notes is or are found by a court of law to be in violation of an
applicable local, state or federal ordinance, statute, law, administrative or
judicial decision, or public policy, and if such court should declare such
portion or provision(s) of this Agreement or any Note to be illegal, invalid,
unlawful, void or unenforceable as written, then it is the intent of Debtor that
such portion, provision(s) shall be given full force and effect to the fullest
possible extent that they are legal, valid and enforceable, that the remainder
of this Agreement and such Notes shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion, provision(s) are not contained herein,
and that the rights, obligations and interests of the Debtor and the holder
hereof under the remainder of this Agreement and the Notes shall continue in
full force and effect.
SECTION TEN
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ADDITIONAL ACTIONS
Each party hereto agrees to do all acts and things and to make, execute,
and deliver such written instruments and documents as shall from time to time be
reasonably required to carry out the terms and provisions of this Agreement.
SECTION ELEVEN
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REMEDIES CUMULATIVE
The remedies of the parties hereto under this Agreement are cumulative and
shall not exclude any other remedies to which any party may be lawfully
entitled.
SECTION TWELVE
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ENTIRE AGREEMENT
This Agreement and the Notes contain the entire understanding and agreement
among the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings, express or implied, oral or
written, among the parties with respect to such subject matter. The express
terms of this Agreement shall control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof.
IN WITNESS WHEREOF, the Amended Agreement has been executed as of the date
first written above,
DEBTOR
Dyna-Cam Engine Corporation
/s/ Xxxxxxx X. Xxxxxxxx
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By: Xxxxxxx X. Xxxxxxxx
Its: President
