EXECUTION COPY
AMENDED LOAN AND WARRANT AGREEMENT
THIS AGREEMENT, calling for the adjustment of certain loan and warrant
terms (the "Agreement"), is made and entered into as of the 12th day of
February, 2004 (the "Effective Date") by and between Electrum, LLC ("Electrum"),
LCM Holdings LDC ("LCM" and together with Electrum, the "Lenders "), and Trend
Mining Company, a Delaware corporation ("Trend").
RECITALS
--------
WHEREAS: Trend and Electrum have heretofore entered into that certain Loan
Facility Agreement dated December 6, 2000 (the "Loan Facility"), pursuant to
which Electrum agreed to lend certain sums of money to Trend as requested
pursuant to the terms of the Loan Facility; and
WHEREAS: Trend and Electrum have entered into those certain loan letter
agreements (the "Electrum Letter Agreements"), pursuant to which Electrum loaned
Trend certain additional sums of money as detailed on Appendix A hereto; and
WHEREAS: Trend and LCM have heretofore entered into that certain letter
agreement dated October 22, 2001 (the "October LCM Letter Agreement") pursuant
to which LCM loaned Trend certain sums of money; and
WHEREAS: pursuant to the Loan Facility, the Electrum Letter Agreements and the
October LCM Letter Agreements, Trend granted the Lenders certain warrants to
purchase Trend's common stock, $0.01 par value per share (the "Common Stock"),
for $1.50 per share (the "Warrant Strike Price"); and
WHEREAS: pursuant to the Loan Facility, the Electrum Letter Agreements and the
October LCM Letter Agreements, the Lenders were given the option to convert each
$1.25 of outstanding debt (the "Conversion Price"), into one unit comprised of
one share of Common Stock and one warrant to purchase a share of Common Stock
for $1.50 (the "Unit Warrant Strike Price"); and
WHEREAS: Trend and the Lenders entered into that certain Financing Agreement,
dated January 30, 2002 (the "Financing Agreement"), pursuant to which Trend
agreed to (i) reduce the Warrant Strike Price to $1.00 in respect of all
warrants held by the Lenders on the date thereof, (ii) reduce the Conversion
Price to $.50 in respect of all debt to the Lenders existing on the date thereof
and (iii) reduce the Unit Warrant Strike Price to $1.00 in respect of all debt
to the Lenders existing on the date thereof; and
WHEREAS: In connection with the Financing Agreement, Electrum loaned the Company
an additional $150,000 with the conversion feature set forth in the Financing
Agreement and outlined above and was granted 150,000 Warrants with the terms set
forth in the Financing Agreement and outlined above; and
WHEREAS: Trend and LCM entered into that certain letter agreement dated June 27,
2002 (the "June LCM Letter Agreement" and together with the LCM Letter
Agreement, the "LCM Letter Agreements") pursuant to which LCM loaned Trend
certain sums of money in exchange for (i) warrants with a Warrant Strike Price
of $.50, (ii) an option to convert the loan at a Conversion Price of $.50 into a
unit consisting of one share of Common Stock and one warrant with a Unit Warrant
Strike Price of $.50; and
WHEREAS: Pursuant to a Settlement Agreement (the "Settlement Agreement") dated
as of even date herewith, an aggregate of $160,194 of the Debt (as defined
below) was cancelled, the Xxxxxx Parties (as defined in the Settlement
Agreement) paid $50,000 in cash to Trend, and LCM and Electrum waived Trend's
default up to the date hereof under the Loan Facility, the Electrum Letter
Agreements, the LCM Letter Agreements and the Financing Agreement; and
EXECUTION COPY
WHEREAS: Trend and the Lenders wish to re-price the Warrant Strike Price on all
warrants held by the Lenders under the Loan Facility, the Electrum Letter
Agreements, the LCM Letter Agreements and the Financing Agreement, as detailed
on Appendix B hereto (the "Warrants"); and
WHEREAS: Trend and the Lenders wish to re-price the Conversion Price and the
Unit Warrant Strike Price in respect of all existing debt to the Lenders
pursuant to the Loan Facility, the Electrum Letter Agreements, the LCM Letter
Agreements and the Financing Agreement as detailed on Appendix A hereto (the
"Debt").
AGREEMENT
---------
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by Trend and Electrum Group, the
parties hereby agree as follows:
1) Concurrently with the execution of this Agreement, Trend has repaid
$92,220.03 of the Debt, in the amount of $68,435.36 to Electrum and
$23,784.67 to LCM.
2) This Agreement hereby amends and supercedes the Loan Facility,
Electrum Letter Agreements, the LCM Letter Agreements and the
Financing Agreement with respect to the (i) Conversion Price with
respect to the Debt, (ii) the Warrant Strike Price and (iii) the
Unit Warrant Strike Price with respect to the Debt.
3) The Conversion Price on all Debt is $1.25.
4) Each Unit will consist of one share and one warrant with the warrant
being exercisable for a period of five years from the date of
conversion and exercisable at a price of $1.50.
5) The outstanding Warrants detailed in Appendix B shall be exercisable
at a price of $1.50.
6) Trend and Electrum agree that the warrants detailed by Appendix B
are as of this date null and void and Trend hereby agrees to
expeditiously issue new warrant certificates reflecting the revised
terms as outlined in Appendix B.
7) Except as set forth above, the terms of the Loan Facility, Electrum
Letter Agreements, the LCM Letter Agreements and the Financing
Agreement shall remain in full force and effect.
EXECUTION COPY
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and
made it effective as of the date first written above.
ELECTRUM, LLC TREND MINING COMPANY,
a Delaware corporation
By: By:
---------------------- ---------------------
Name: Xxxx Xxxxxxx
Title: President
LCM HOLDINGS, LDC.
By:
----------------------
Name:
Title:
EXECUTION COPY
APPENDIX "A"
AMOUNTS LOANED BY ELECTRUM AND LCM
PARTY DATE AMOUNT PRINCIPAL BALANCE
----- ---- ------ -----------------
Electrum
11/06/2000 35,000.00 35,000.00
12/04/2000 100,000.00 135,000.00
12/18/2000 50,000.00 185,000.00
01/26/2001 50,000.00 235,000.00
03/15/2001 50,000.00 285,000.00
04/10/2001 50,000.00 335,000.00
05/04/2001 50,000.00 385,000.00
06/04/2001 50,000.00 435,000.00
07/03/2001 85,000.00 520,000.00
01/31/2002 150,000.00 150,000.00
---------- ----------
Total Electrum 670,000.00 670,000.00
LCM Holdings
10/26/2001 50,000.00 50,000.00
11/01/2001 10,000.00 60,000.00
11/15/2001 30,000.00 90,000.00
11/28/2001 29,445.12 119,445.12
05/07/2002 60,000.00 60,000.00
05/22/2002 35,000.00 35,000.00
06/14/2002 18,413.00 18,413.00
--------- ---------
Total LCM Holdings 232,858.12 232,858.12
Repaid to Electrum 02/12/2004 68,435.36
Repaid to LCM 02/12/2004 23,784.67
TOTAL ALL LOANS $902,858.12 $810,638.09
EXECUTION COPY
APPENDIX "B"
WARRANT SCHEDULE FOR ELECTRUM AND LCM
Issued to # Shares Previous Exp. New Exp. Date Previous Price per New Price per
--------- -------- -------------- ------------- ------------------- -------------
Date Share Share
---- ----- -----
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
Electrum 285,000 09/30/07 09/30/06 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
Electrum 50,000 09/30/07 09/30/06 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
Electrum 185,000 09/30/07 09/30/06 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
Electrum 150,000 01/30/07 01/30/07 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
LCM Holdings LDC 50,000 01/09/05 01/09/04 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
LCM Holdings LDC 10,000 01/09/05 01/09/04 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
LCM Holdings LDC 30,000 01/09/05 01/09/04 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
LCM Holdings LDC 29,445 01/09/05 01/09/04 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
LCM Holdings LDC 113,413 06/27/07 06/27/07 $1.00 $1.50
--------------------------- ------------- ---------------- --------------------- ------------------------ ----------------
