exh10-22.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT
      10.22

     

    LOAN
      AGREEMENT BETWEEN PARK-PREMIER MINING COMPANY

    AND
      ROBERT W. DUNLAP DATED JANUARY 11, 2007

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    L
      o a n   A g r e e m e n t

    


    


    Loan
      Agreement (“Agreement”), dated
      effective as of January 11, 2007 is by and between Park-Premier Mining Company,
      a Utah corporation (“Borrower”), and Robert W. Dunlap ("Lender").  The
      undersigned parties hereby agree as follows.

    


    A
      r t i c l e  I  -  D e f i n i t i o n
      s

    


    Section
      1.1 Definitions.  The following terms defined in this Article
      shall have the meanings specified for all purposes of this
      Agreement:

    


    a.    “Account,”
      “Account Debtor,” “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,”
“Document,” “Equipment,” “General Intangible,” “Goods,” “Instrument,”
“Investment Property,” “Inventory,” “Letter of Credit Right,” “Payment
      Intangible,” “Proceeds,” “Promissory Note,” “Software,” and “Supporting
      Obligation,” have the respective meanings assigned to such terms in the
      UCC.

    


    
      	
               

            	
              b.

            	
              “Lender”
                means Robert W. Dunlap and his successors and
                assigns.

            


    

    


    c.    “Collateral”
      means all of Borrower’s assets (including, but not limited to, the following
      types or items of property), whether now owned or hereafter acquired by Borrower
      and wheresoever located, and all other collateral of any type that may now
      or
      hereafter be provided by Borrower to Lender to secure the Obligations or any
      part thereof:

    


    i.           all
      Accounts;

    


    ii.          all
      Chattel Paper;

    


    iii.         all
      choses in action, and Commercial Tort Claims to the extent that contractually
      subrogated rights are not involved;

    


    iv.          all
      Equipment (including, but not limited to all equipment, machinery, furniture,
      and furnishings);

    


    v.           all
      General Intangibles (including, but not limited to, all Payment Intangibles,
      Software, patents, patent applications, trademarks, trademark applications,
      tradenames, trade secrets, goodwill, copyrights, registrations, licenses,
      franchises, customer lists, tax refund claims, claims against carriers and
      shippers, guarantee claims, contracts rights, security interests, security
      deposits and any rights to indemnification) each to the extent that
      contractually subrogated rights are not involved;

    


    vi.          all
      real property and leases of real property and related buildings; improvements;
      fixtures; hereditaments; appurtenances; water, mineral and

     

     

     

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    other
      rights; easements; licenses, privileges and assets of any kind, each subject
      to
      the provisions of their respective instruments;

    


    vii.         all
      supporting obligations related to any of the foregoing property including,
      but
      not limited to, all guaranties, security interests, liens, deeds of trust,
      mortgages and assignments of leases and rents guarantying or securing any
      obligations owed to Borrower;

    


    viii.        all
      additions and accessions to, replacements and substitutions for, proceeds and
      products of the foregoing, including, but not limited to, all insurance proceeds
      pertaining to any of the foregoing property each subject to the provisions
      of
      their respective instruments; and

    


    ix.          all
      books and records relating to Borrower's business operations or any of the
      foregoing.

    


    d.    "Loan"
      or "Loans” include, but are not limited to, the Revolver defined in Section II
      below, and shall include all principal, interest, fees and any other obligation
      in any form, however created, arising or evidenced by Borrower to Lender,
      hereafter created.

    


    e.    “Loan
      Agreements" mean, collectively, this Agreement and all notes, guarantees,
      security agreements, UCC financing statements, and other agreements, documents
      and instruments now or at any time hereafter executed and/or delivered by
      Borrower in connection with this Agreement, as the same now exist or may
      hereafter be amended, modified, supplemented, extended, renewed, restated or
      replaced.

    


    f.     “Obligations”
      mean any and all Loans and all other obligations, liabilities and indebtedness
      of every kind, nature and description owing by Borrower to Lender and/or its
      affiliates, including principal, interest, charges, fees, costs and expenses,
      however evidenced, whether as principal, surety, endorser, guarantor or
      otherwise, whether arising under this Agreement or otherwise, hereafter arising,
      whether arising before, during or after the commencement of any case with
      respect to Borrower under the United States Bankruptcy Code or any similar
      statute (including the payment of interest and other amounts which would accrue
      and become due but for the commencement of such case, whether or not such
      amounts are allowed or allowable in whole or in part in such case), whether
      direct or indirect, absolute or contingent, joint or several, due or not due,
      primary or secondary, liquidated or unliquidated, secured or unsecured, and
      however acquired by Lender.

    


    g.     “Person”
      means any individual, sole proprietorship, partnership, corporation, business
      trust, joint stock company, trust, unincorporated organization, association,
      limited liability company, institution, public benefit corporation, joint
      venture, entity or government, or any other form of recognized person under
      applicable law (whether Federal, state, county, city, municipal or otherwise,
      including any instrumentality, division, agency, body or department
      thereof).

     

     

     

    
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    h.     “Applicable
      Interest Rate” means twelve percent (12%) per annum.

    


    i.      “UCC”
      means the Utah Uniform Commercial Code as in effect from time to
      time.

    


    A
      r t i c l e  I I  –  t h e   L o a n
      s

    


    Section
      2.1 Revolver.  Subject to the terms and conditions set forth in
      this Agreement and the other Loan Agreements, Lender hereby provides Borrower
      with a revolving line of credit (the “Revolver”), whereby Lender may, in it is
      sole discretion, make advances to Borrower. Lender may elect to not make
      advances to Borrower for any reason or no reason.  One or more
      advances by Lender shall not constitute an agreement, express or implied, to
      make further advances.  The Revolver is terminable at will by Lender
      (the “Termination Date”).

    


    a.      Payments.  Payments
      of principal, interest and any other amounts owing on the Revolver shall be
      in
      paid accordance with the promissory notes executed by Borrower from time to
      time
      to evidence the Revolver.

    


    b.      Interest.  Interest
      on the unpaid principal of the Loans shall be calculated at an annual rate
      equal
      to the Applicable Interest Rate, in effect from time to time, on the basis
      of
      the actual number of days elapsed in a year of 360 Days, and shall change as
      and
      when the Applicable Interest Rate may change.

    


    c.      Purpose.  The
      Revolver can be used for the following purposes only: short-term working
      capital.

    


    d.      Collateral.  The
      Revolver shall upon Lender’s election be secured by a valid, enforceable, first
      priority security interest in the Collateral.  Lender’s right to
      security interests in the Collateral shall not be deemed to have been waived
      if
      Lender does not insist upon their creation and perfection contemporaneous with
      this Agreement; Lender reserves his right to do so at any time subsequent to
      this Agreement whether before, at or after maturity or
      default.  Lender further reserves his right to require execution of
      the security interests by Borrower to be held by Lender and perfected in his
      sole discretion. When requested by Lender, Lender’s right to security interests
      in the Collateral shall be created by deeds of trust, security agreements,
      UCC
      financing statements, and any other collateral documents deemed necessary or
      advisable by Lender in his sole discretion, each in form satisfactory to Lender,
      duly executed by Borrower.  Hereafter, Borrower shall from time to
      time execute and deliver to Lender such other documents in form and substance
      satisfactory to Lender, and perform such other acts, as Lender may request,
      to
      perfect and maintain valid, enforceable, first priority security interests
      in
      the Collateral.

    


    Section
      2.2   Fees.  Borrower shall pay Lender a
      non-refundable facility fee in the amount of five percent (5%) of each
      Loan.  So long as Borrower is not in default of


    
      
        
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    any
      of
      its obligations under the Loan Agreements or under any other obligation to
      Lender, Lender waives payment and collection of the fees for the Loans. All
      fees
      are due and payable by Borrower to Lender in the event of a default under the
      Loan Agreements.

    


    Section
      2.3  Prepayment.  Subject to the terms and conditions
      of this Agreement, Borrower shall have the right to repay Loans in part or
      in
      whole at any time without penalty; however, any prepayment must be accompanied
      by payment of all accrued interest then due.

    


    Section
      2.4   Conditions Precedent.  Any Loan hereunder
      shall be subject to the delivery to Lender, in form and substance satisfactory
      to Lender, of any documents required by Lender which may include, but are not
      limited to promissory notes, deeds of trust, security agreements, financing
      statements, guarantees and other Loan Agreements necessary to confirm, continue
      or create the Obligations and/or any liens and security interests in favor
      of
      Lender.

    


    A
      r t i c l e   I I I  –  C o v e n a n t s   o
      f   B o r r o w e r

    


    Section
      3.1   Affirmative Covenants.  So long as
      Borrower may have Loans outstanding or committed hereunder and until performance
      of all other obligations of Borrower required hereunder, Borrower shall permit
      or cause to permit Lender at any reasonable time to have access to the books
      and
      records of Borrower, and to inspect or otherwise check the properties of
      Borrower.

    


    Section
      3.2  Negative Covenants.  So long as Borrower may
      have Loans outstanding hereunder and until payment in full and performance
      of
      all other obligations of Borrower, Borrower shall not, without the consent
      of
      Lender, which consent may be withheld for any reason or no reason: create,
      incur
      or permit to exist any lien, security interest or other encumbrance upon any
      of
      its properties or assets; pledge, lien, encumber its assets except those
      currently encumbered or pledged as of the date of this Loan Agreement including,
      without limitation, the February 15, 2007 Letter Agreement with Talisker Realty
      Limited and the February 15, 2007 Letter Agreement with Ranch 248,
      LLC.

     

    A
      r t i c l e   I V  –  E v e n t s   o f 
 D e f a u l t

    


    Section
      4.1   Events of Default.  The occurrence of any of
      the following events shall be an “Event of Default:”

    


    a.      Non-Payment.  Any
      payment of principal or interest on any Obligation shall not be made when
      due;

    


    b.      Misrepresentation.  Any
      representation or warranty made by Borrower in connection with the execution
      and
      delivery of this Agreement, proves to be at any time incorrect in any material
      respect;


    
      
        
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    c.      Loan
      Agreements Default.  Borrower shall fail to perform or observe any
      term, covenant or agreement contained in the Loan Agreements;

    


    d.      Maturity
      Non-Payment.  Any obligation of Borrower for the payment of any
      Loan is not made at maturity, whether by acceleration or otherwise, or is
      declared to be due and payable prior to the stated maturity thereof by reason
      of
      default or other violation of the terms thereof;

    


    e.      Lien,
      Levy.  There occurs the issuance of a notice of lien, levy
      assessment, injunction or attachment against any portion of Borrower’s
      property;

    


    f.       Judgment.  Any
      judgment or judgments not covered by acknowledged insurance coverage are
      rendered or judgment liens filed against Borrower;

    


    g.      Bankruptcy,
      Insolvency.  Borrower shall:

    


    
      	
               

            	
              i.

            	
              Apply
                for, consent to or suffer the appointment of, or the taking of possession
                by, a receiver, custodian, trustee, liquidator or similar fiduciary
                of
                itself or of all or a substantial part of its
                property,

            


    

    


    
      	
               

            	
              ii.

            	
              Make
                a general assignment for the benefit of
                creditors,

            


    

    


    
      	
               

            	
              iii.

            	
              Commence
                a voluntary case under any state or federal Bankruptcy laws (as now
                or
                hereafter in effect),

            


    

    


    
      	
               

            	
              iv.

            	
              Be
                adjudicated a Bankrupt or
                insolvent,

            


    

    


    
      	
               

            	
              v.

            	
              File
                a petition seeking to take advantage of any other law providing for
                the
                relief of debtors,

            


    

    


    
      	
               

            	
              vi.

            	
              Acquiesce
                to, or fail to have dismissed, within thirty (30) days, any petition
                filed
                against it in any involuntary case under such Bankruptcy
                laws,

            


    

    


    
      	
               

            	
              vii.

            	
              Take
                any action for the purpose of effectuating any of the foregoing,
                or

            


    

    


    
      	
               

            	
              viii.

            	
              Borrower
                shall admit in writing its inability, or be generally unable, to
                pay its
                debts as they become due or cease operations of its present
                business.

            


    

     

          h.        Security
      Interest.  Any securing interest in favor of Lender with respect
      to the Collateral for any reason ceases to be or is not a valid, enforceable,
      perfected lien having a first priority interest;


    
      
        
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    i.      Default/Other
      Agreements.  A default of the obligations of Borrower under any
      other agreement to which Borrower is a party, including without limitation
      other
      agreements and promissory notes with Lender, shall occur;

    


    
      	
               

            	
               
                j.

            	
              Change
                of Control.  Any change of control of Borrower shall
                occur;

            


    

    


    k.      Material
      Provision.  Any material provision of this Agreement shall, for
      any reason, cease to be valid and binding on Borrower, or Borrower shall so
      claim in writing to Lender;

    


    l.      
      Seizure of Collateral.  Any portion of the Collateral shall be
      seized or taken by someone other than Lender;

    


    m.     Adverse
      Change.  A material adverse change occurs in Borrower’s financial
      condition, or Lender believes the prospect of payment or performance of this
      Note is impaired; or

    


    n.      Insecurity.  Lender
      in good faith believes itself insecure.

    


    Section
      4.2   Remedies.  Upon the occurrence of an Event
      of Default, Lender may declare the principal balance, together with accrued
      interest thereon, to be immediately due and payable, and the same shall
      forthwith become immediately due and payable without presentment, protest,
      notice or demand of any kind, all of which are hereby expressly waived by
      Borrower.  Upon any such Event of Default, Lender may proceed with
      each and every remedy provided for it in this Agreement, any other Loan
      Agreements or other instrument executed in connection with the Loans, and may
      pursue any other remedy available to Lender, whether in law or equity, to
      enforce collection of all sums due and owing to Lender, all of such rights
      and
      remedies being cumulative and not exclusive of all rights and remedies which
      Lender has or may have against Borrower.

    


    Section
      4.3   No Waiver.  No delay or failure of Lender
      in the exercise of any right or remedy provided for hereunder shall be deemed
      a
      waiver of the right by Lender and no exercise or partial exercise or waiver
      of
      any right or remedy shall be deemed a waiver of any further exercise of such
      right or remedy or any other right or remedy that Lender may
      have.  The enforcement of any rights of Lender as to any security for
      the Loans shall not affect the rights of Lender to enforce payment of the Loans
      and to recover judgment for any portion thereof remaining unpaid.  The
      rights and remedies herein expressed are cumulative and not exclusive of any
      right or remedy that Lender shall otherwise have.

    


    A
      r t i c l e   V  -  M i s c e l l a n e o u
      s

    


    Section
      5.1   Modification/Waiver Validity.   No
      modification or waiver of any provision of this Agreement shall in any event
      be
      effective unless the same shall be in writing and then such a waiver or consent
      shall be effective only in the specific instance and for the purposes for which
      it was given.  No notice or demand on


    
      
        
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    Borrower
      in any case shall entitle it to any other or further notice or demand in similar
      or other circumstances.

    


    Section
      5.2   Costs and Expenses.  Borrower agrees to
      pay all reasonable costs and expenses, including without limitation, reasonable
      attorneys fees, incurred by Lender in connection with preparation, negotiation
      and closing of this Agreement and the other Loan Agreements.  So long
      as Borrower is not in default of any of its obligations under the Loan
      Agreements or under any other obligation to Lender, Lender waives payment and
      collection of such costs and expenses. Borrower agrees to pay all costs and
      expenses, including without limitation, reasonable attorneys and experts fees,
      incurred by Lender in connection with the enforcement of any provision of this
      Agreement or the other Loan Agreements, and the collection of the Loans or
      the
      foreclosure or realization upon any security therefor.

    


    Section
      5.3    Indemnity.  Borrower shall
      indemnify, defend and hold Lender and its respective officers, directors,
      affiliates, employees and agents harmless from and against any and all claims,
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses and disbursements of any kind or nature whatsoever (including,
      without limitations, fees and disbursements of counsel) which may be imposed
      on,
      incurred by, or asserted against Lender in any litigation, proceeding or
      investigation instituted or conducted by any governmental agency or
      instrumentality or any other Person with respect to any aspect of, or any
      transaction contemplated by, or referred to in, or any matter related to, this
      Agreement or the other Loan Agreements, whether or not Lender is a party
      thereto.

    


    Section
      5.4    Binding Effect.  This Agreement shall
      inure to the benefit of, and shall be binding upon, the respective successors
      and permitted assigns of the parties hereto.  Borrower shall have no
      right to assign any of its or obligations or rights hereunder with the prior
      written consent of Lender.  This Agreement, the other Loan Agreements,
      and the other instruments executed and delivered pursuant hereto, constitute
      the
      entire Agreement between the parties with respect to the matters contemplated
      herein, and may be amended only by writing signed on behalf of each
      party.

    


    Section
      5.5    Jurisdiction and Venue.  Any
      judicial proceeding brought by or against Borrower with respect to this
      Agreement or any of the Obligations shall be brought in the any court of
      competent jurisdiction in the State of Utah, or the United States District
      Court
      for the District of Utah, and, by execution and delivery of this Agreement,
      Borrower accepts for itself and in connection with its properties, generally
      and
      unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and
      irrevocably agrees to be bound by any judgment rendered thereby in connection
      with this Agreement.  Borrower waives any objection to jurisdiction
      and venue of any action instituted hereunder and shall not assert any defense
      based on lack of jurisdiction or venue or based upon forum non
      conveniens.


    
      
        
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    Section
      5.6    Governing Law.  This Agreement and
      the rights and obligations of the parties hereunder shall be construed and
      interpreted in accordance with the laws of the State of Utah without application
      of its conflict or choice of law principles.

    


    Section
      5.7    Waiver of Jury Trial.  Borrower and
      Lender hereby waive any right each may have to a jury trial in the event of
      litigation concerning the Loans, this Agreement, or any other Loan
      Agreement.

    


    


    Park-Premier
      Mining Company

    


    


    By:   /s/
      Jeff
      Lee                                                                        

    Jeff
      Lee, Vice President

    


    


    


     

        /s/ Robert W.
      Dunlap                                               

    Robert
      W. Dunlap

    


    


     

     

     

     

     

     

     

     

     

     

     

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