Attached files
| file | filename |
|---|---|
| EX-10.3 - APOLLO GOLD CORP | v175911_ex10-3.htm |
| EX-10.2 - APOLLO GOLD CORP | v175911_ex10-2.htm |
| EX-10.1 - APOLLO GOLD CORP | v175911_ex10-1.htm |
| 8-K - APOLLO GOLD CORP | v175911_8k.htm |
EXHIBIT
10.4
25
February 2010
Apollo
Gold Corporation
5655 S.
Yosemite Street, Suite 200
Greenwood
Village
Colorado
80111- 3220
UNITED
STATES OF AMERICA
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Attention:
|
R.
David Russell
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Dear
Sirs
Deferral
of Scheduled Repayments due 30 Sept 2009, 31 Dec 2009 and funding of the Debt
Service Reserve Account - Consent
We refer
to our Deferral Consents dated 28 September 2009 and 30 December 2009, recent
discussions with APG management and continued Technical Review of the Project.
Unless otherwise defined in this letter, capitalized terms used but not defined
herein shall have the meanings assigned to them in the Project Facility
Agreement dated 20 February 2009 between Apollo Gold Corporation (“APG”), RMB
Australia Holdings Limited, Macquarie Bank Limited (“Financiers”)
and RMB Resources Inc (“Agent”),
as amended, modified or restated (“Project Facility
Agreement”).
Tthe
Financiers and APG agree to:
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(i)
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Complete
the Technical review of the Project to the Financiers satisfaction
including: a) finalization of the new resource model; b) determination of
appropriate cut-off grades for the open pit and underground resources; c)
optimization of the Phase 1 open pit and underground mine planning; and d)
a new life-of-mine-plan and cash flow model;
and
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(ii)
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Defer
the 30 September 2009 and 31 December 2009 Repayment Date and the
requirement to fund the Debt Service Reserve Account until the earlier of
(i) the completion of the Technical Review and (ii) 31 March
2010.
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This
letter is a Transaction Document for the purpose of the Project Facility
Agreement. The terms of the consent can be accepted on or before 5pm (Sydney
time) 26 February 2010 by APG returning a signed copy of this letter to the
Agent. Except as expressly set out in this letter, nothing in this letter
otherwise constitutes a waiver of the Financiers’ rights under the terms of the
Transaction Documents and the Financiers’ otherwise reserve all of their rights
under the Transaction Documents.
Yours
faithfully
RMB
Resources Inc.
1
Signed
for
RMB
Resources Inc.
by its
authorized officer
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sign here
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/s/ Richard A. Winters
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|
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Authorized
Officer
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||
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Print name
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Richard
A. Winters
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Print title
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President
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2
Consent
and instruction by the Financiers
Each of
the Financiers, being RMB Australia Holdings Limited and Macquarie Bank Limited,
gives its consent to, and instructs, RMB Resources Inc. (as Agent) to execute
this letter.
Signed
by
RMB
Australia Holdings Limited
by:
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sign here
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/s/ Arnold Vogel
|
|
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Authorized
Officer
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||
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Print name
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Arnold
Vogel
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Print title
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Director
– RMB Resources
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Signed
for
Macquarie
Bank Limited
By its
Attorneys
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sign here
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/s/ Katie Choi
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sign here
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/s/ Margot Branson
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Executive
Director
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Associate
Director
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|||
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print name
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Katie
Choi
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print name
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Margot
Branson
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In
the presence of
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In
the presence of
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|||
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sign here
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/s/ Jill Pleban
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sign here
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/s/ Jill Pleban
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Witness
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Witness
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|||
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print name
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Jill
Pleban
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print name
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Jill
Pleban
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3
Acceptance
by the Borrower
The
Borrower accepts the Agent’s consent for a deferral of the 30 September 2009 and
31 December 2009 Schedules Repayments and funding of the Debt Services Reserve
Account on the terms and conditions specified in this letter and acknowledges
that each of the Agent and Financiers has executed this letter in reliance on
the Borrower agreeing the above.
Signed
for
Apollo
Gold Corporation
by its
Authorized Signatory:
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sign here
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/s/ Melvyn Williams
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Authorized
Signatory
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Print name
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Melvyn
Williams
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Print title
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CFO
and Sr. VP Finance and Corp.
Development
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4