LOAN AGREEMENT MODIFICATION AND EXTENSION
This
Loan
Agreement Modification and Extension (the “Current Agreement”) is entered into
this 9th day of May, 2007, by and between GOLDEN
EAGLE MINERAL HOLDINGS, INC. (“GEMH” or the “Lender”),
a Turks
and Caicos Corporation with its principal place of business located at Chancery
Court, Leeward Highway., Providenciales, Turks and Caicos Islands, BWI; and
GOLDEN
EAGLE INTERNATIONAL, INC. (“GEII” or the “Borrower”),
a
Colorado Corporation, with its principal place of business located at 0000
Xxxxx
000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000.
WHEREAS,
GEMH
entered into a Loan Agreement on March 8, 2007 (the “Loan Agreement”) to loan
GEII a minimum of $1 million dollars (loan proceeds) within the 60-day period
following the execution of that Loan Agreement for the incremental expansion
of
the C Zone pilot plant into a full-scale production plant with an eventual
capacity of 500 cubic meters (approximately 1,000 tons) per day on GEII’s
Precambrian mining concessions located in eastern Bolivia; to provide needed
operating capital during the construction and shake-out periods; and for
any
other business purpose at the discretion of GEII’s management, all contingent on
GEMH’s satisfactory due diligence and its receipt of a Certification Regarding
Final Feasibility from GEII regarding the development of the C Zone; and
WHEREAS,
the
60-day period referred to above (“due diligence period”) was construed to be a
period of due diligence during which GEMH conducted its due diligence into
the C
Zone pilot plant operations, previous C Zone exploration; and
WHEREAS,
GEII
was still performing critical trenching on its C Zone gold prospect at the
expiration of the 60-day due diligence period and required an additional
45-day
period in which to complete that confirmation work and provide GEMH with
a
Certification Regarding Final Feasibility that was required by the original
Loan
Agreement; and
WHEREAS,
GEII is
still desirous of borrowing the loan proceeds for the purposes set out above
in
accordance with the terms and conditions set forth in the original Loan
Agreement; and
WHEREAS,
GEMH is
still desirous of loaning GEII the loan proceeds set forth in the original
Loan
Agreement, however, modified to comply with the new schedule of payments
set out
in the Current Agreement, and believes that its due diligence to date in
the due
diligence period has been satisfactory; and
WHEREAS,
GEMH is
willing and able to commit to GEII to loan $250,000 of the loan proceeds
within
the next 14-day period for the purpose of allowing GEII to begin to order
critical pieces of equipment that will be components of GEII’s scaled-up
commercial production plant on the C Zone of its Precambrian mining concessions,
as well as for other expenses incident to furthering the confirmation of
the
exploration work to date on the C Zone and development work required to expand
the infrastructure at the site of the expanded commercial production
plant
NOW,
THEREFORE,
in
consideration of the mutual covenants made herein, and the exchange of good
and
valuable consideration, the sufficiency of which is acknowledged by the parties
hereto, GEMH, the Lender, and GEII, the Borrower, agree as follows:
1. LOAN.
The
Loan
agreed to in the original Loan Agreement in the principal amount of
$1,000,000.00 (Principal) shall be respected and the terms regarding the
payment
schedule shall be modified to reflect that GEII has received, or will receive,
the loan proceeds as follows:
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a.
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$86,732,
which has been received by GEII to date;
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b.
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$250,000
to be received by GEII by May 23, 2007;
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c.
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$250,000
to be received by GEII upon delivery of the Certification Regarding
Final
Feasibility to GEMH by GEII; and
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d.
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$413,268
to be received by GEII within 30 days of the delivery of the Certification
Regarding Final Feasibility to GEMH by
GEII.
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2. EXTENSION
OF DUE DILIGENCE PERIOD.
The due
diligence period of 60 days set in the original Loan Agreement is hereby
modified and extended for 45 days.
3. OTHER
GOVERNING TERMS FROM ORIGINAL LOAN AGREEMENT NOT MODIFIED IN THIS LOAN AGREEMENT
MODIFICATON AND EXTENSION.
The
other governing terms from the original Loan Agreement that are not modified
expressly by this Loan Agreement Modification and Extension (the “Current
Agreement”) will remain in effect to the extent that they do not conflict with
this Current Agreement. Any conflicting terms shall be resolved in favor
of the
intent of this Current Agreement.
4. GOVERNING
LAW.
This
Current Agreement shall be construed and enforced in accordance with the
laws of
the United States and the State of Utah. In the event that any dispute should
arise pertaining to this Current Agreement, the Parties agree that jurisdiction
shall vest only in the State or Federal Courts located in Salt Lake City,
Utah
in order to resolve such dispute.
5. ATTORNEYS’
FEES AND OTHER COSTS IN THE EVENT OF DEFAULT, ENFORCEMENT OR COLLECTION.
In
the
event of default, or if either party is compelled to take legal action to
enforce this Current Agreement, or Lender is compelled to seek collection
pursuant to the terms of this Current Agreement, the prevailing party shall
be
entitled to its reasonable attorneys’ fees, costs associated with the
litigation, and other reasonable costs.
6. NOTICES.
All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly given (a) on date of delivery
if
delivered personally or (b) on the fifth day after being sent by certified
mail,
return receipt requested, with postage prepaid, or by courier service, return
receipt requested, as follows:
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Borrower
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GOLDEN
EAGLE INTERNATIONAL, INC.
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0000
Xxxxx 000 Xxxx
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Xxxx
Xxxx Xxxx, Xxxx 00000
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Lender:
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GOLDEN
EAGLE MINERAL HOLDING, INC.
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Chancery
Court, Leeward Highway
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Providenciales,
Turks and Caicos Islands
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British
West Indies
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7. ENTIRE
AGREEMENT.
This
Current Agreement constitutes the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements, oral
or
written, between the parties hereto with respect to the subject matter hereof.
This Current Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto.
EXECUTED
AND ACKNOWLEDGED THIS 9th DAY OF May, 2007.
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GOLDEN
EAGLE INTERNATIONAL, INC.
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GOLDEN
EAGLE MINERAL HOLDING, INC.
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| By: /s/ Xxxxx X. Xxxxxx | By: /s/ J. Xxxxxx Xxxxxx, M.D. | ||
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Xxxxx X. Xxxxxx, President |
J. Xxxxxx Xxxxxx, M.D., General Manager |
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