Exhibit 10.2A
AMENDED SUPPLEMENTAL AGREEMENT
Amended Supplemental Agreement, dated November 15, 1997, by and between
X. X. XXXXX & ASSOCIATES, INC., a Nevada corporation ("Welsh") and GOLDEN
PHOENIX MINERALS, INC., a corporation ("Golden Phoenix").
RECITALS
x. Xxxxx is a party to a joint venture with Cambior Exploration USA,
Inc. Welsh's interest in the joint venture is hereinafter referred to as the
"Interest."
x. Xxxxx and Golden Phoenix entered into an Agreement, dated August 4,
1997, (the "Agreement") according to which Golden Phoenix agreed to purchase the
Interest in a series of transactions according to a stipulated schedule.
x. Xxxxxx Phoenix delivered the consideration for Twenty-five Percent
(25%) of the Interest to Welsh in accordance with the Agreement, and was
assigned Twenty-five Percent (25%) of the Interest by Assignment dated August
22, 1997.
d. By Supplemental Agreement, dated October 21, 1997 (the "Supplemental
Agreement"), Golden Phoenix and Welsh agreed that Golden Phoenix would deliver
to Welsh Two Hundred Twenty-five Thousand (225,000) common shares of Golden
Phoenix, in lieu of the periodic payments provided for by the Agreement, in
exchange for the immediate assignment of the balance of the Interest to Golden
Phoenix.
e. The parties hereby amend and restate the Supplemental Agreement on
the terms and conditions set forth in this document.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Purchase and Sale of Interest. Welsh agrees to assign and transfer
its remaining Seventy-five Percent (75%) of the Interest to Golden Phoenix in
exchange
for the following consideration:
(a) A cash payment in the amount of Ten Thousand Dollars ($10,000.00)
on November 21, 1997;
(b) A cash payment in the amount of Ninety Thousand Dollars
($90,000.00) on or before November 28, 1997;
(c) A cash payment in the amount of One Hundred Thousand Dollars
($100,000.00) on or before December 15, 1997; and
(d) The delivery of Two Hundred Twenty-five Thousand (225,000) common
shares of Golden Phoenix (the "Shares") on December 15, 1997.
The delivery of said consideration shall be in lieu of the periodic
payments to Welsh provided in Section 1 of the Agreement and in lieu of the
delivery of shares pursuant to the Supplemental Agreement. Provided, however,
that Golden Phoenix shall remain obligated to pay Cambior(1) the sum of One
Hundred Thousand Dollars ($100,000.00), with interest at Ten Percent (10%) per
annum, on or before January 5, 1998.
2. Indemnity by Golden Phoenix. Golden Phoenix agrees to indemnify and
hold Welsh harmless from and against any and all costs, losses, liabilities,
damages, lawsuits, claims and expenses incurred in connection with or arising
out of or resulting from or incident to the failure of Golden Phoenix to pay the
obligation in the amount of One Hundred Thousand Dollars ($100,000), plus
interest, to Cambior. Such indemnity shall include, without limitation, all
reasonable and necessary costs and expenses of defending any claim arising (and
any lawsuit instituted asserting such claim) with respect to any matter as to
which said indemnity is applicable, and reasonable attorneys' fees and costs
incurred in connection therewith, whether or not such claim is ultimately
defeated, and any amounts paid incident to any compromise or settlement of any
such claim.
3. Representations and Warranties.
(a) By Welsh: Welsh makes the following representations and warranties
to
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(1) Cambior Exploration USA, Inc.
Golden Phoenix:
(i) Welsh has good and marketable title to the Interest
(except the Twenty-five Percent (25%) of the Interest previously
assigned to Golden Phoenix), free and clear of any and all liens,
mortgages, pledges, and encumbrances or rights of third parties;
(ii) Welsh has full authority to assign the remainder of the
Interest to Golden Phoenix; and
(iii) There are no known pending or threatened actions, suits,
proceedings, or notices of default which apply to the remaining
Interest.
(b) By Golden Phoenix: Golden Phoenix makes the following
representations and warranties to Welsh:
(i) The Shares, at time of delivery to Welsh, will be duly
authorized and issued by Golden Phoenix; and
(ii) Said shares will not be subject to any restrictions on
sale, are duly registered under the Securities Act of 1933, and can be
sold or transferred by Welsh without violating any state or federal
securities laws or regulations.
4. Delivery of Assignment. Upon receipt of the consideration to be
delivered to Welsh pursuant to Paragraph 1, Welsh shall deliver to Golden
Phoenix a duly executed Assignment of Seventy-five Percent (75%) of the
Interest.
IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Agreement the day and year first above written.
Golden Phoenix: Welsh:
GOLDEN PHOENIX MINERALS, INC. X. X. XXXXX & ASSOCIATES, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxxx By /s/ X. X. Xxxxx
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Xxxxxxx X. Xxxxxxxxxxx XXXX X. XXXXX, President
Its: President
