Attached files
Exhibit 10.2
Golden
Phoenix Minerals, Inc.
1675 East
Prater Way, Suite 102
Reno, NV
89434
January
13, 2010
Crestview
Capital Master, LLC
95 Revere
Drive, Suite A
Northbrook,
IL 60062
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Re:
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Amended
and Restated Bridge Loan Secured Promissory Note (the “Amended Bridge
Note”) dated as of February 6, 2009, entered into on October 29,
2009
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To whom
it may concern:
This
letter sets forth our agreement with respect to the modification of certain
terms related to the Amended Bridge Note and certain other matters related to
the Bridge Note and Debt Restructuring Agreement (“Agreement”) entered into by
the parties dated as of January 30, 2009 and each of the “Transaction Documents”
as defined therein (all capitalized terms not defined herein shall have the
meaning ascribed to them in the Transaction Documents). In
consideration of the mutual agreements set forth herein and other good and
valuable consideration, we agree as follows:
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1.
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The
parties agree that in the event Golden Phoenix Minerals, Inc. (“Golden
Phoenix”) has not closed a joint venture transaction related to the
mineral property known as Mineral Ridge on or before the Maturity Date of
the Amended Bridge Note, or within any one week period thereafter, due to
circumstances beyond its reasonable control, Crestview Capital Master, LLC
(“Crestview”) will, subject to the terms hereof, agree to extend the
Maturity Date for successive one (1) week periods for an extension fee of
Ten Thousand Dollars ($10,000) per each one (1) week period, prorated for
any portion thereof (“Extension Fee”) up to and through April 6, 2010
(“Outside Maturity Date”). Each request for a weekly extension shall be
delivered to Crestview by email at least two (2) business days prior to
the start of such extension and shall set forth in reasonable detail the
circumstances preventing the closing of the transaction and Golden
Phoenix’s anticipated timing and means of repaying the Amended Bridge
Note, as further amended, on or prior to April 6, 2010. The
parties agree that a Second Amended and Restated Bridge Loan Second
Promissory Note will be executed to further evidence said
change.
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2.
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The
parties agree that any such Extension Fees shall be aggregated and added
to the Principal Amount and hence be subject to the same terms and
conditions of the Amended Bridge Note, as further amended, and that as
amended the Amended Bridge Note shall remain subject to the Agreement and
all of the Transaction Documents, including this
letter.
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3.
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It
is understood and agreed that the remaining Transaction Documents,
including, but not limited to, the Agreement, the Amended and Restated
Debt Restructuring Secured Promissory Note, the Bridge Warrant, the
Amended and Restated Debt Restructuring Warrant and the Amended Security
Agreement and Mortgage, remain in full force and effect, as provided for
therein, without further amendment.
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4.
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Attached
hereto is a form of the Second Amended and Restated Bridge
Note. Crestview will return the original Amended Bridge Note
upon receipt of the foregoing duly executed by Golden
Phoenix.
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5.
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Each
party represents to the other that this letter agreement and the
instruments to be executed by each pursuant hereto have been duly
authorized by all requisite corporate action and is or will be binding and
enforceable in accordance with its
terms.
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Kindly
confirm your agreement to the foregoing by signing a copy hereof at the place
provided below and return that copy to the undersigned.
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Very
truly yours,
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Golden
Phoenix Minerals, Inc.
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By: /s/ Robert P.
Martin
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Name: Robert
P. Martin
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Title: President
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ACCEPTED
AND AGREED:
By: Crestview
Capital Partners, L.P.
(sole manager)
By: /s/ Daniel I.
Warsh
Name:
Daniel I. Warsh
Title:
Manager
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