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 | 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (90K)
Doc #1326834: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and among
Atlas Precious Metals, Inc., as Seller
and
Golden Eagle International, Inc. as Buyer
Dated: June 18, 2004
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (�Agreement�) is dated June 18, 2004, by and among Golden Eagle International, Inc., a Colorado corporation (�Buyer�); and Atlas Precious Metals, Inc., a Nevada corporation (�Seller�).
1. Definitions and Usage
1.1 Definitions. For purposes of this Agreement, the following terms and . . .
1326834
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Golden Eagle
As referenced in this Asset Purchase Agreement:
Golden Eagle International, Inc. –
EX-99 5 ge_10qjune3004-assetpur.htm
ASSET PURCHASE AGREEMENT
by and among
Atlas Precious Metals, Inc., as Seller
and
Golden Eagle International, Inc. as Buyer
Dated: June 18, 2004
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (?Agreement?) is dated June 18, 2004, by and among Golden Eagle International, Inc., a Colorado corporation (? _____________
Golden Eagle International, Inc. – Inc., as Seller
and
Golden Eagle International, Inc. as Buyer
Dated: June 18, 2004
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (?Agreement?) is dated June 18, 2004, by and among Golden Eagle International, Inc. , a Colorado corporation (?Buyer?); and Atlas Precious Metals, Inc., a Nevada corporation (?Seller?).
1. Definitions and Usage
1.1 Definitions. For purposes of this Agreement, the following terms and _____________
Golden Eagle International, Inc. – the other parties):
Seller:
H. Roy Shipes, CEO
Atlas Precious Metals, Inc.
8040 Kolb
Tucson, AZ 85706
Tel: (520) 889-2040
Fax: (520) 889-2733
Buyer:
Terry C. Turner, President
Golden Eagle International, Inc.
12401 South 450 East
Bldg. D1,
Salt Lake City, Utah 84020
Tel: 801-619-9320
Fax: 801-619-1747
12.5
Jurisdiction; Service Of Process. Any Proceeding arising out _____________
GOLDEN EAGLE INTERNATIONAL, INC. – transmitted by facsimile shall be deemed to be their original signatures for all purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
GOLDEN EAGLE INTERNATIONAL, INC.
("Buyer")
ATLAS PRECIOUS METALS, INC.
("Seller")
By: Terry C. Turner, President
By: H. Roy Shipes, President
Back to 10-Q _____________
dt 1798687
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Full Doc
 | 2004 |
Code of Ethics and Conduct
Code of Ethics and Conduct (52K)
Doc #1326856: This document is immediately available for purchase, but does not have a preview available for viewing.
1326856
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 | 2009 |
Common Stock Subscription Agreement
Common Stock Subscription Agreement (18K)
Doc #3315968: This document is immediately available for purchase, but does not have a preview available for viewing.
3315968
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 | 2009 |
Common Stock Subscription Agreement
Common Stock Subscription Agreement (18K)
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3315971
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 | 2008 |
Common Stock Subscription Agreement
Common Stock Subscription Agreement (18K)
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3315979
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 | 2006 |
Credit Agreement
Credit Agreement (67K)
Doc #2276539: Click preview link for longer preview.
CREDIT AGREEMENT
by and between
and
WELLS FARGO HSBC TRADE BANK, N.A.
Dated as of
July 27, 2006
Exhibit A - Addendum to Credit Agreement
Exhibit C - Collateral/Credit Support Document
WELLS FARGO HSBC TRADE BANKCREDIT AGREEMENT . . .
2276539
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Key Technology
As referenced in this Credit Agreement:
KEY TECHNOLOGY, INC – Exhibit 10.1
EX-10.1 2 ex10_1.htm EXHIBIT 10.1
Exhibit 10.1
CREDIT AGREEMENT
by and between
KEY TECHNOLOGY, INC ., an Oregon corporation
and
WELLS FARGO HSBC TRADE BANK, N.A.
Dated as of
July 27, 2006
Exhibit A - Addendum to Credit Agreement
Exhibit B - Revolving Credit Facility Supplement
_____________
KEY TECHNOLOGY, INC – of
July 27, 2006
Exhibit A - Addendum to Credit Agreement
Exhibit B - Revolving Credit Facility Supplement
Exhibit C - Collateral/Credit Support Document
WELLS FARGO HSBC TRADE BANKCREDIT AGREEMENT CREDIT AGREEMENT
KEY TECHNOLOGY, INC ., an Oregon corporation ("Borrower), organized under the laws of the State of Oregon whose chief executive office is located at the address specified after its signature to this Agreement ( _____________
KEY TECHNOLOGY, INC – any relationship between the parties.
Borrower and Trade Bank have caused this Agreement to be executed by their duly authorized officers or representatives on the date first written above.
BORROWER
KEY TECHNOLOGY, INC .
By:/s/ Ronald W. Burgess
Title: Senior Vice President and Chief Financial Officer
Borrowers Address:
150 Avery Street
Walla Walla, WA 99362
LENDER
WELLS FARGO HSBC TRADE BANK,
NATIONAL _____________
KEY TECHNOLOGY, INC – HSBC TRADE BANK ADDENDUM TO CREDIT AGREEMENT
THIS ADDENDUM IS ATTACHED TO THE CREDIT AGREEMENT ("CREDIT AGREEMENT") BETWEEN
WELLS FARGO HSBC TRADE BANK AND THE FOLLOWING BORROWER:
NAME OF BORROWER: KEY TECHNOLOGY, INC .
ADDITIONAL AFFIRMATIVE COVENANTS
The following covenants are part of Article IV of the Credit Agreement:
REPORTS. Borrower will furnish the following information or deliver the following reports to Trade _____________
KEY TECHNOLOGY, INC – of all Credit Extensions, whether classified as a current or long-term liability per Borrower's financial statement.
BY SIGNING HERE BORROWER AGREES TO THE DESIGNATED PROVISIONS IN THIS ADDENDUM:
KEY TECHNOLOGY, INC .
By: /s/ Ronald W. Burgess
Title: Senior Vice President and Chief Financial Officer
Page 2 of 2
EXHIBIT B
WELLS FARGO HSBC TRADE BANK REVOLVING CREDIT FACILITY SUPPLEMENT
THIS _____________
dt 1419981
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Wells Fargo Bank
As referenced in this Credit Agreement:
Wells Fargo Bank, N – or one or more Subsidiaries, and (ii) any joint venture or partnership in which Borrower and/or one or more Subsidiaries has a majority interest.
8.20 "Wells Fargo" means Wells Fargo Bank, N .A.
IX. ARBITRATION
9.1 Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them ( _____________
dt 1434633
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 | 2003 |
Letter of Intent
Letter of Intent (21K)
Doc #1326896: Click preview link for longer preview.
12401 South 450 East
Avenida 16 de Julio No. 1525
Building D1
Edif. Mutual La Paz Penthouse
Salt Lake City, Utah 84020
Casilla 14888 La Paz, Bolivia
(801) 619-9320 Office
(591-2) 233-0033 Oficina
(801) 619-1747 Fax
(591-2) 233-2552 Fax
goldeneagleinc@earthlink.net
oficinas.ejecutivas@acslp.org
Letter of Intent
To: Dr. Michael H. Biste Mrs. Celia Calla de Arraya . . .
1326896
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Golden Eagle
As referenced in this Letter of Intent:
Golden Eagle International, Inc. – net
oficinas.ejecutivas@acslp.org
Letter of Intent
To: Dr. Michael H. Biste
Mrs. Celia Calla de Arraya
P.O. Box 2341
Santa Cruz, Bolivia
From: Terry C. Turner, President, Golden Eagle International, Inc.
Date: May 30, 2003
Re: Sale/Purchase of the Buen Futuro Mining Concession in Santa Cruz, Bolivia; and, Physical and Intellectual Property Resulting from Exploration.
Dear Dr. Biste and _____________
Golden Eagle International, Inc. – past three months in Santa Cruz and La Paz, Bolivia, regarding the sale, transfer and conveyance by Mrs. Cecilia Calla de Arraya (Mrs. Calla de Arraya), and the purchase by Golden Eagle International, Inc. (Golden Eagle), of the Buen Futuro mining concession (the concession), as well as the sale, transfer and conveyance by Mrs. Calla de Arraya and Dr. Michael H. Biste (Dr. _____________
Golden Eagle International,Inc. – by Golden Eagle.
The parties do hereby express their intent to be bound by the terms and conditions of this Letter of Intent signed this 30th day of May, 2003.
Golden Eagle International,Inc.
By: /s/ Terry C. Turner
Terry C. Turner
President
By: /s/ Cecilia Calla de Arraya
Cecilia Calla de Arraya
By: /s/ Dr. Michael H. Biste
Dr. Michael H. Biste
_____________
dt 1316729
| |
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 | 2002 |
Convertible Debenture & Convertible Debenture Agreement
Convertible Debenture & Convertible Debenture Agreement (31K)
Doc #160702: Click preview link for longer preview.
THIS CONVERTIBLE DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND IS A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. NEITHER THIS CONVERTIBLE DEBENTURE NOR ANY SECURITIES ISSUABLE UPON CONVERSION MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF GOLDEN EAGLE INTERNATIONAL, INC.
CONVERTIBLE DEBENTURE and CONVERTIBLE DEBENTURE AGREEMENT
This Convertible Debenture and Convertible Debenture Agreement are made by and between GOLDEN EAGLE INTERNATIONAL, INC. (hereafter the "Borrower") and Kevin Pfeffer, a resident of Florida, (the "Lender"), on October 18, 2002, effective as of February 6, 2002 and is intended to supercede and replace all outstanding agreements between the Borrower and the Lender, such agreements (the "agreements") being for the following amounts:
------------------------------------------------------------------------------ Aggregate Amount of Shares Beneficially Owned (Sole Voting and Date Amount of Debenture ($) Source of Funds Dispositive Power) --------- ----------------------- --------------- ------------------
02/06/02 $750,000 Personal Funds 25,000,000 01/22/02 $80,000 Personal Funds 2,666,666.7 01/07/02 $75,000 Personal Funds 2,500,000 12/06/01 $150,000 Personal Funds 5,000,000 11/20/01 $40,000 Personal Funds 1,333,333.3 11/06/01 $100,000 Personal Funds 3,333,333.3 10/12/01 $30,000 Personal Funds 1,000,000 10/03/01 $60,000 Personal Funds 2,000,000 09/19/01 $60,000 Personal Funds 2,000,000 08/03/01 $150,000 Personal Funds 5,000,000 07/16/01 $75,000 Personal Funds 2,500,000 07/05/01 $75,000 Personal Funds 2,500,000 06/14/01 $75,000 Personal Funds 2,500,000 04/19/01 $150,000 Personal Funds 5,000,000 04/04/01 $35,000 Personal Funds 1,166,666.7 03/01/01 $30,000 Personal Funds 1,000,000 02/15/01 $30,000 Personal Funds 1,000,000 12/08/00 $200,000 Personal Funds 6,666,666.7 11/29/00 $45,000 Personal Funds 1,500,000 09/05/00 $200,000 Personal Funds 6,666,666.7 08/23/00 $50,000 Personal Funds 1,666,666.7 07/13/00 $40,000 Personal Funds 1,333,333.3 07/12/00 $30,000 Personal Funds 1,000,000 02/10/00 $200,000 Personal Funds 6,666,666.7 01/27/00 $100,000 Personal Funds 3,333,333.3 ---------- ------------------------ --------------- ------------------ Total $2,830,000 94,333,333.3 shares of common stock ------------------------------------------------------------------------------
WHEREAS, the Borrower has borrowed $2,830,000 from the Lender in accordance with the terms and conditions set forth in the earlier agreements and herein, and
WHEREAS, the Lender has loaned $2,830,000 to the Borrower in accordance with the terms and conditions set forth in the earlier agreements and herein.
WHEREAS, the amounts provided to the Borrower as described in the preceding table have accrued unconverted interest from the date of advancement to September 30, 2002, in the total amount of $232,830.09 which interest the Borrower has not paid to the Lender.
THEREFORE, the Lender and the Borrower agree that this Convertible Debenture replaces in their entirety and supercedes in all respects the earlier agreements (none of which have any further force or effect) and further agree that the terms and conditions applicable to this Convertible Debenture and the funds that the Lender has advanced to the Borrower are as follows:
1. ACQUISITION OF CONVERTIBLE DEBENTURE. The Borrower hereby agrees to sell and the Lender agrees to buy the Convertible Debenture of the Borrower embodied in this Convertible Debenture Agreement. This Convertible Debenture shall have the principal amount of $3,062,830.09 (including the total amount advanced under the earlier agreements plus unpaid or unconverted interest accrued through September 30, 2002)("Principal"). The Borrower acknowledges that it has received full payment of or benefit from the Principal prior to the date hereof. In addition, a resolution of the Board of Directors of the Borrower authorizing the execution of this Convertible Debenture Agreement and Convertible Debenture is marked as Exhibit "A," and by this reference is made a part hereof.
2. CONVERTIBLE DEBENTURE TERM AND INTEREST RATE. The Principal and accrued Interest ("Interest") shall be due and payable to the holder thereof on January 2, 2004. The holder thereof may at its election extend the term of the Convertible Debenture for successive one (1) year periods upon written notice thereof to the Borrower.
Interest on the Convertible Debenture shall accrue from September 30, 2002 at the rate of ten percent (10%) per annum, calculated monthly, until paid or converted. Interest and Principal shall be due and payable to the Lender upon maturity or earlier redemption or conversion. However, in the event of default, interest shall accrue at the rate of twelve percent (12%) per annum, calculated monthly, from the date of default.
3. REDEMPTION. The Borrower may only elect to redeem the Convertible Debenture by paying the Principal and accrued Interest of the Convertible Debenture five (5) days prior to final maturity of the Convertible Debenture, unless the Lender shall have already opted to convert. The foregoing notwithstanding, the Lender may convert the Principal and accrued Interest into any securities of the Borrower that are outstanding, or may be offered, pursuant to Paragraph 5 below upon three (3) days written notice of conversion ("Notice of Conversion"), at any time, except that a conversion into the common stock of the Borrower may not occur prior to December 31, 2002.
4. NEGOTIABILITY. The Convertible Debenture shall be saleable, transferable, assignable or otherwise negotiable, by the holder thereof, upon written notification to Borrower of the new holder and its address provided that the assignor and the assignee comply with federal and all applicable state securities laws in offering and in completing any such assignment. The Borrower hereby makes an unconditional promise to repay the Principal and accrued Interest of the Convertible Debenture on or before the date due to any permitted transferee. Furthermore, it is agreed that all rights, benefits, representations and warranties made by the Borrower shall survive any sale, transfer, assignment, or other negotiation by Lender to a permitted transferee. The Borrower acknowledges that repayment to a permitted transferee is not subject to any claims or defenses the Borrower may have against the Lender. The Borrower hereby makes an unconditional promise to repay the Principal and accrued Interest hereunder on or before the date due to any such transferee and acknowledges that repayment to a transferee is not subject to any claims or defenses the Borrower may have against prior holders.
160702
|
Golden Eagle
As referenced in this Convertible Debenture & Convertible Debenture Agreement:
GOLDEN EAGLE INTERNATIONAL, INC. – REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE REASONABLE SATISFACTION OF GOLDEN EAGLE INTERNATIONAL, INC.
CONVERTIBLE DEBENTURE and CONVERTIBLE DEBENTURE AGREEMENT
This Convertible Debenture and Convertible Debenture Agreement are made by and
between GOLDEN EAGLE INTERNATIONAL, INC. (hereafter the "Borrower") and Kevin
Pfeffer, a _____________
GOLDEN EAGLE INTERNATIONAL, INC. – TO BE
ESTABLISHED TO THE REASONABLE SATISFACTION OF GOLDEN EAGLE INTERNATIONAL, INC.
CONVERTIBLE DEBENTURE and CONVERTIBLE DEBENTURE AGREEMENT
This Convertible Debenture and Convertible Debenture Agreement are made by and
between GOLDEN EAGLE INTERNATIONAL, INC. (hereafter the "Borrower") and Kevin
Pfeffer, a resident of Florida, (the "Lender"), on October 18, 2002, effective
as of February 6, 2002 and is intended to supercede and replace _____________
GOLDEN EAGLE INTERNATIONAL, INC. – the fifth day after
being sent by certified mail, return receipt requested, with postage prepaid,
or by courier service, return receipt requested, as follows:
Borrower: Jennifer T. Evans, Corporate Secretary
GOLDEN EAGLE INTERNATIONAL, INC.
12401 South 450 East, Bldg. D2, Suite A
Salt Lake City, Utah 84020
Lender: Kevin Pfeffer
740 Gulf Lane
P.O. Box 0606
Pineland, FL 33945
22. ENTIRE AGREEMENT. _____________
GOLDEN EAGLE INTERNATIONAL, INC. – and thereof.
This Agreement may not be amended or modified, except by a written agreement
signed by all parties hereto.
EXECUTED AND ACKNOWLEDGED on the date first set out above.
GOLDEN EAGLE INTERNATIONAL, INC.
By: /s/ Terry C. Turner /s/ Kevin Pfeffer
--------------------------- ----------------------------------
Terry C. Turner, President Kevin Pfeffer
{/TEXT}
{/DOCUMENT} _____________
dt 1316728
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| Kevin Pfeffer
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Full Doc
 | 2007 |
Non-Disclosure Agreement
Non-Disclosure Agreement (11K)
Doc #2888735: This document is immediately available for purchase, but does not have a preview available for viewing.
2888735
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 | 2009 |
Agreements
Agreements (118K)
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3315969
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Secured Promissory Note
Secured Promissory Note (8K)
Doc #3315974: This document is immediately available for purchase, but does not have a preview available for viewing.
3315974
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 | 2008 |
Secured Promissory Note
Secured Promissory Note (8K)
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3315977
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 | 2005 |
Settlement and Release Agreement
Settlement and Release Agreement (13K)
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1326828
| | |
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 | 2008 |
Settlement and Release Agreement
Settlement and Release Agreement (20K)
Doc #3315981: This document is immediately available for purchase, but does not have a preview available for viewing.
3315981
| | |
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 | 2005 |
Stock Purchase Agreement
Stock Purchase Agreement (16K)
Doc #1326825: This document is immediately available for purchase, but does not have a preview available for viewing.
1326825
| | |
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 | 2008 |
Stock Purchase Agreement
Stock Purchase Agreement (15K)
Doc #3315982: This document is immediately available for purchase, but does not have a preview available for viewing.
3315982
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 | 2008 |
Sublease Agreement
Sublease Agreement (316K)
Doc #3277365: Click preview link for longer preview.
SUBLEASE AGREEMENT
MERIX CORPORATION
an Oregon corporation
(?Sublandlord?)
- AND -
XSUNX, INC.
a Colorado corporation
(?Subtenant?)
April 1, 2008
Table Of Contents
Paragraph
Page
1.
Sublease.
1
2.
Term.
1
3.
Rent.
3
3.1
Additional Rent and Direct Pay Obligations.
3
3. . . .
3277365
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 | 2007 |
Term Sheet
Term Sheet (29K)
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2888734
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