Required Regulatory and Shareholder Approvals. The performance by Minera and Degerstrom of the matters set forth in this Agreement is expressly contingent on approval of this Agreement and the transactions contemplated thereby by the Alberta Stock Exchange and by the shareholders of Minera. Dated as of the date first above written. Minera Andes Incorporated, N. A. Degerstrom, Inc., an Xxxxxxx xxxxxxxxion a Washington corporation By: /s/ ALLEN V. AMBROSE (Pres.) Xx: /x/ JAMES A. FISH Vice Pres. ----------------------------------- -------------------------------- Its duly authorized officer Its duly authorized officer Exhibit A to Debt Restructuring Agreement Form of Promissory Note THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE REOFFERED, SOLD, PLEDGED OR TRANSFERRED EXCEPT (A) IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144 PROMULGATED UNDER THE ACT, (B) PURSUANT TO AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT OR (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT. PROMISSORY NOTE $ 1,140,000 January 11, 1996 Xxxxxxx, Xxxxxxxxxx Xxxxxx Xxxxx, Xxx., an Alberta corporation, whose principal offices are located at North 3303 Sullivan Road, P.O. Box 000, Xxxxxxx, Washington 99210-0425 ("Maker") promises to pay to N. A. Degerstrom, Inc., a Wxxxxxxxxx xxxxxxation, whose principal offices are located at North 3303 Sullivan Road, P.O. Box 000, Xxxxxxx, Washington 99210- 0425 ("Holder"), the principal sum of One Million One Hundred Forty Thousand Dollars (U.S.$1,140,000), together with interest on that amount, upon the agreements, terms and conditions provided in this Promissory Note ("Note"):
