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8-K - FORM 8-K - Hycroft Mining Corpd561438d8k.htm

Exhibit 10.1

Execution Version

SECOND AMENDMENT TO

CREDIT AGREEMENT

THIS AGREEMENT dated as of the 27th day of June, 2013.

BETWEEN:

ALLIED NEVADA GOLD CORP., a corporation incorporated under the laws of the state of Delaware

(herein called the “Borrower”)

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THE BANK OF NOVA SCOTIA, a Canadian chartered bank, in its capacity as administrative agent of the Lenders under the Credit Agreement

(herein called the “Administrative Agent”)

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THE BANK OF NOVA SCOTIA, COMMONWEALTH BANK OF AUSTRALIA, NATIONAL BANK OF CANADA and SOCIÉTÉ GÉNÉRALE (CANADA BRANCH) and such other financial institutions that become parties to the Credit Agreement as lenders

(herein collectively called the “Lenders” and individually called a “Lender”)

WHEREAS the Borrower, the Lenders and the Administrative Agent entered into an amended and restated credit agreement dated as of October 31, 2012 (as amended by an amending agreement dated as of March 26, 2013, the “Credit Agreement”);

AND WHEREAS the parties hereto wish to amend certain provisions of the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:

ARTICLE 1

DEFINED TERMS

1.1 Capitalized Terms. All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement.

 

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ARTICLE 2

AMENDMENTS TO CREDIT AGREEMENT

2.1 General Rule. Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

2.2 Financial Covenants. Section 11.1(o) and (p) of the Credit Agreement are hereby deleted in their entirety and replaced by the following:

“(o) Interest Coverage Ratio. The Borrower shall cause the Interest Coverage Ratio to be greater than or equal to:

 

  (i) 3.00:1 at all times during the Fiscal Quarter ending December 31, 2012;

 

  (ii) 2.75:1 at all times during the Fiscal Quarter ending March 31, 2013;

 

  (iii) 2.50:1 at all times during the Fiscal Quarter ending June 30, 2013; and

 

  (iv) 3:00:1 at all times thereafter,

and shall calculate such ratio as at each Calculation Date.

(p) Leverage Ratio. The Borrower shall cause the Leverage Ratio to be less than or equal to:

 

  (i) 3.00:1 at all times during the Fiscal Quarter ending December 31, 2012;

 

  (ii) 3.75:1 at all times during the Fiscal Quarters ending March 31, 2013 and June 30, 2013; and

 

  (iii) 3:00:1 at all times thereafter,

and shall calculate such ratio as at each Calculation Date.”

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. To induce the Lenders to enter into this agreement, the Borrower hereby represents and warrants to the Lenders that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement, as amended hereby, are true and correct on the date hereof as if made on the date hereof, except to the extent any representation or warranty is made or deemed made as of a specific date, such representation or warranty shall be true and correct as of such date.

 

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ARTICLE 4

CONDITION PRECEDENT

4.1 Conditions Precedent. This agreement shall not become effective unless and until the parties hereto shall have executed and delivered this agreement and the Guarantors shall have executed and delivered the confirmation attached hereto.

ARTICLE 5

MISCELLANEOUS

5.1 Future References to the Credit Agreement. On and after the date of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement, and each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

5.2 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

5.3 Inurement. This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

5.4 Conflict. If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount.

5.5 Further Assurances. The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.

5.6 Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.

 

ALLIED NEVADA GOLD CORP.
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   EVP & Chief Financial Officer

 

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THE BANK OF NOVA SCOTIA, as
Administrative Agent
By:  

/s/ Robert Boomhour

  Name:   Robert Boomhour
  Title:   Director
By:  

/s/ Clement Yu

  Name:   Clement Yu
  Title:   Associate Director

 

 

THE BANK OF NOVA SCOTIA, as Lender
By:  

/s/ Michael Eddy

  Name:   Michael Eddy
  Title:   MD-Mining
By:  

/s/ Carla Deeks

  Name:   Carla Deeks
  Title:   Associate Director

 

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COMMONWEALTH BANK OF AUSTRALIA
By:  

/s/ Greg Caione

  Name:   Greg Caione
  Title:   Head of Natural Resources, Americas

 

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NATIONAL BANK OF CANADA
By:  

/s/ Alain Aubin

  Name:   Alain Aubin
  Title:   Directeur-Director
By:  

/s/ Alexandre Bergeron

  Name:   Alexandre Bergeron
  Title:   Directeur-Director

 

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SOCIÉTÉ GÉNÉRALE (CANADA BRANCH)
By:  

/s/ Simona Lungu

  Name:   Simona Lungu
  Title:   Director
By:  

/s/ Michael C. Manion

  Name:   Michael C. Manion
  Title:   Director

 

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ACKNOWLEDGEMENT AND CONSENT

The undersigned, each being a guarantor of the Direct Secured Obligations of each other Obligor, hereby acknowledge, agree to and consent to the foregoing amendments to the Credit Agreement and hereby confirm their obligations under the Credit Documents to which each is a party.

 

ALLIED NEVADA GOLD HOLDINGS LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
ALLIED VGH INC.
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
ALLIED VNC INC.
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer

 

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HYCROFT RESOURCES & DEVELOPMENT, INC.
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
VICTORY EXPLORATION INC.
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
VICTORY GOLD INC.
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
ANG CENTRAL LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer

 

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ANG CORTEZ LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
ANG EUREKA LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
ANG NORTH LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
ANG NORTHEAST LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer

 

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ANG PONY LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer
HASBROUCK PRODUCTION COMPANY LLC
By:  

/s/ Stephen M. Jones

  Name:   Stephen M. Jones
  Title:   Chief Financial Officer
By:  

/s/ Joseph B. Doherty

  Name:   Joseph B. Doherty
  Title:   Treasurer

 

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