THIRD AMENDMENT AGREEMENT
THIS THIRD AMENDMENT AGREEMENT, dated as of March 24, 1997 (this
"Agreement"), is made among (1) AMAX GOLD INC., a Delaware corporation (the
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"Borrower"), (2) FAIRBANKS GOLD MINING, INC., a Delaware corporation ("Fairbanks
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Gold"), GUANACO MINING COMPANY, INC., a Delaware corporation ("Guanaco Mining"),
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LASSEN GOLD MINING, INC., a Delaware corporation ("Lassen Gold"), MELBA CREEK
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MINING, INC., an Alaska corporation ("Melba Creek"), and NEVADA GOLD MINING,
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INC., a Delaware corporation ("Nevada Gold"; all of the foregoing entities,
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collectively, the "Principal Subsidiaries", and together with the Borrower, the
----------------------
"Obligors"), (3) MERRILL LYNCH CAPITAL CORPORATION, a Delaware corporation
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("Merrill Lynch"), ABN AMRO BANK N.V., a bank organized under the laws of The
- ---------------
Netherlands ("ABN AMRO"), N M ROTHSCHILD & SONS LIMITED, a bank organized under
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the laws of England ("Rothschild"), and THE TORONTO-DOMINION BANK, a bank
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organized under the federal laws of Canada ("Toronto-Dominion"; all of the
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foregoing entities, collectively, the "Arrangers"), (4) THE BANKS AND OTHER
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FINANCIAL INSTITUTIONS whose names appear on the signature pages hereto under
the heading "The Lenders" (collectively, the "Lenders"), (5) MERRILL LYNCH, in
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its capacity as syndication agent for the Lenders (in such capacity, the
"Syndication Agent"), (6) TORONTO-DOMINION, in its capacity as documentation and
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technical agent for the Lender Parties (in such capacity, the "Documentation and
-----------------
Technical Agent"), (7) LASALLE NATIONAL TRUST, N.A., a U.S., national banking
- ---------------
association, in its capacity as collateral agent for the Lender Parties (in such
capacity, the "Collateral Agent"), and (8) ROTHSCHILD, in its capacity as
----------------
administrative agent for the Lender Parties (in such capacity, the
"Administrative Agent").
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W I T N E S S E T H:
WHEREAS, the Borrower, the Principal Subsidiaries, the Arrangers, the
Lenders party thereto, the Syndication Agent, the Documentation and Technical
Agent, the Collateral Agent and the Administrative Agent have entered into that
certain Loan Agreement, dated as of October 31, 1995, and amended as of December
7, 1995 and as of March 19, 1996 (as so amended, the "Existing Loan Agreement");
-----------------------
WHEREAS, Fairbanks Gold intends to incur up to an aggregate of $71,000,000
principal amount of Indebtedness in connection with the issuance by AIDEA (as
defined in the Amended Loan Agreement) of the Fort Knox Industrial Revenue Bonds
and each of the Borrower and Fairbanks Gold has requested that the terms of the
Existing Loan Agreement be amended such that, following the Fort Knox Economic
Completion Date, the incurrence of such Indebtedness will be in accordance with
the various undertakings of the Obligors contained in Article 7 of the Existing
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Loan Agreement; and
WHEREAS, subject to the terms and conditions of this Agreement, the Lender
Parties are willing to consent to such requested amendment;
NOW THEREFORE, in consideration of the agreements herein contained, the
parties hereto hereby agree as follows:
ARTICLE 1. DEFINITIONS; INTERPRETATION
--------------------------------------
SECTION 1.1 ORIGINAL LOAN AGREEMENT TERMS. Terms for which meanings are
provided in the Existing Loan Agreement are, unless otherwise defined herein or
the context otherwise requires, used in this Agreement with such meanings. This
Agreement is a Loan Document and shall be interpreted in accordance with
applicable provisions contained in the Existing Loan Agreement (including
Sections 1.4 and 1.11 thereof).
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SECTION 1.2. ADDITIONAL TERMS. In this Agreement (including its preamble
and recitals), the following capitalized terms shall have the following
meanings:
"Amended Loan Agreement" means the Existing Loan Agreement, as amended by
----------------------
this Agreement.
"Amendment Effective Date" is defined in Article 4.
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"Authorized Representative" means, relative to Cyprus Amax, those of its
-------------------------
officers whose signatures and incumbency shall have been certified to the
Administrative Agent pursuant to clause (b) of Section 5.2 of the Second
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Amendment Agreement.
"Term Sheets" means, collectively, (a) the term sheet, dated November 15,
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1996, prepared by Merrill Lynch & Co. and relating to the issue of the Fort Knox
Industrial Revenue Bonds, and (b) the term sheet, dated November 13, 1996,
prepared by Union Bank of Switzerland and relating to the issue of the Fort Knox
IRB Letter of Credit (as defined in the Amended Loan Agreement), in each case in
the form submitted to the Administrative Agent (and copied by the Administrative
Agent to each Lender) in connection with the implementation of this Agreement.
ARTICLE 2. AMENDMENTS TO THE EXISTING LOAN AGREEMENT
----------------------------------------------------
SECTION 2.1 AMENDMENTS TO SECTION 1.1 OF THE EXISTING LOAN AGREEMENT.
Section 1.1 of the Existing Loan Agreement shall be amended by:
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(a) adding thereto the following definitions in the appropriate
alphabetical order:
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"AIDEA" means Alaska Industrial Development and Export Authority, a
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governmental agency and a body politic and corporate constituting a
political subdivision of the State of Alaska.
"Cyprus Amax/AGI Reimbursement Agreement" means the letter agreement,
---------------------------------------
dated on or prior to the Third Amendment Effective Date, between Cyprus Amax
and the Borrower.
"Fort Knox IRB AGI Guarantee" means the guarantee to be issued by the
---------------------------
Borrower of the performance of certain obligations contained in the Fort
Knox Industrial Revenue Bonds and of the obligations to pay the Purchase
Price (as defined in the Fort Knox IRB Indenture) in respect of the Fort
Knox Industrial Revenue Bonds contained in the Fort Knox IRB Indenture.
"Fort Knox IRB Financing" means, collectively, the issuance of the Fort
-----------------------
Knox Industrial Revenue Bonds, the lending of the proceeds thereof by AIDEA
to Fairbanks Gold pursuant to the Fort Knox IRB Loan Agreement, the issue of
the Fort Knox IRB Letter of Credit and all other transactions relating or
incidental thereto (including the issuance of the Fort Knox IRB AGI
Guarantee and the entering into of the Fort Knox IRB Reimbursement
Agreement).
"Fort Knox IRB Financing Documentation" means the definitive documentation
-------------------------------------
relating to the Fort Knox IRB Financing to be entered into on or about the
Third Amendment Effective Date and referred to in (and in the form agreed
pursuant to) Section 4.2 of the Third Amendment Agreement and as the same
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may be amended or otherwise modified after the Third Amendment Effective
Date in accordance with Section 7.2.16.
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"Fort Knox IRB Indenture" means the trust indenture to be entered into
-----------------------
between AIDEA and The First National Bank of Chicago, as trustee, in
connection with the issue of the Fort Knox Industrial Revenue Bonds.
"Fort Knox IRB Letter of Credit" means the letter of credit to be
------------------------------
issued by Union Bank of Switzerland, New York Branch (or any successor
thereto), in an aggregate face amount not in excess of the Fort Knox IRB
Letter of Credit Amount in support of certain payment obligations in
connection with the Fort Knox Industrial Revenue Bonds.
"Fort Knox IRB Letter of Credit Amount" means the sum of (a) the aggregate
-------------------------------------
principal amount of the Fort Knox Industrial Revenue Bonds (being not in
excess of $71,000,000), plus (b) an amount equivalent to the amount of
interest on the unpaid principal amount of the Fort Knox Industrial Revenue
Bonds which, in connection with the rating thereof, the relevant rating
agencies shall require to be covered by the Fort Knox IRB Letter of Credit
(but, in no event, in an amount which would be in excess of the interest
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which would have accrued on the Fort Knox Industrial Revenue Bonds for a
period of seven months).
"Fort Knox IRB Loan Agreement" means the agreement to be entered into
----------------------------
between AIDEA and Fairbanks Gold in connection with the advance of the
proceeds of the Fort Knox Industrial Revenue Bonds by AIDEA to Fairbanks
Gold.
"Fort Knox IRB Reimbursement Agreement" means the agreement to be entered
-------------------------------------
into between Fairbanks Gold and Union Bank of Switzerland, New York Branch,
in connection with the reimbursement by Fairbanks Gold to Union Bank of
Switzerland, New York Branch, of amounts paid pursuant to a drawing under
the Fort Knox IRB Letter of Credit.
"Relevant IRB Default" means:
--------------------
(a) the occurrence and continuation of any Event of Default (excluding,
however (and subject to clause (c)), any Event of Default arising
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pursuant to (i) Section 8.1.3 or (ii) with respect to Lassen Gold,
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Nevada Gold or Guanaco Mining, Section 8.1.18;
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(b) the occurrence and continuation of any condition or event which,
after notice, lapse of time, the making of any required
determination or any combination of the foregoing would constitute
an Event of Default under Section 8.1.1, 8.1.6 or 8.1.14; or
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(c) the occurrence and continuation of any condition or event (including
any Default) which, after notice, lapse of time, the making of any
required determination or any combination of the foregoing might, in
the reasonable opinion of the Lender Parties, constitute a
Materially Adverse Effect;
provided, however, that (a) the exclusion contained in clause (a)(i) shall
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not apply to any Event of Default arising as a result of a breach of Section
7.2.2, 7.2.3 or 7.2.4 and (b) for the avoidance of doubt no Relevant IRB
----- ----- -----
Default shall be deemed to be in existence at any time in connection with
the occurrence of any event of the nature referred to in clauses (a) through
-----------
(c) if such event shall not be continuing at such time.
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"Third Amendment Agreement" means that certain Third Amendment Agreement
-------------------------
hereto, dated as of March 24, 1997, among the Borrower, the Principal
Subsidiaries, the Arrangers and Lenders party thereto, and the Agents.
"Third Amendment Effective Date" means the Amendment Effective Date
------------------------------
under (and as defined in) the Third Amendment Agreement.
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(b) amending the definition of "Fort Knox Industrial Revenue Bonds"
----------------------------------
contained therein in its entirety to read as set forth below:
"Fort Knox Industrial Revenue Bonds" means the Alaska Industrial Development
----------------------------------
and Export Authority Exempt Facility Revenue Bonds (Fairbanks Gold Mining,
Inc.
Project) Series 1997 not in excess of an aggregate principal amount of
$71,000,000 to be issued on or about the Third Amendment Effective Date by
AIDEA pursuant to the Fort Knox IRB Indenture and the other Fort Knox IRB
Financing Documentation.
(c) amending clause (b)(ii) of the definition of "Cash Flow Ratio"
-------------- ---------------
contained therein in its entirety to read as set forth below:
(ii) rental payments made by the Borrower or Fairbanks Gold in
respect of the Permitted Fort Knox Sale-Leaseback for such period and,
without duplication and without prejudice to the provisions of clause
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(j)(iv) of Section 7.2.2, payments made by the Borrower or Fairbanks Gold
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pursuant to the relevant Fort Knox IRB Financing Documentation in
connection with the Fort Knox Industrial Revenue Bonds for such period.
(d) amending clause (b)(vi) of the definition of "Consolidated Fixed
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Charge Coverage Ratio" contained therein in its entirety to read
---------------------
as set forth below:
(vi) rental payments made by the Borrower or Fairbanks Gold in respect
of the Permitted Fort Knox Sale-Leaseback during such Measurement Period
and, without duplication and without prejudice to the provisions of clause
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(j)(iv) of Section 7.2.2, principal payments made by the Borrower or
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Fairbanks Gold pursuant to the relevant Fort Knox IRB Financing
Documentation in connection with the Fort Knox Industrial Revenue Bonds
during such Measurement Period.
SECTION 2.2. AMENDMENT TO SECTION 7.1.1 OF THE EXISTING LOAN AGREEMENT.
Section 7.1.1 of the Existing Loan Agreement is amended:
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(a) by adding a new clause (p) immediately following clause (o)
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thereof reading as set forth below and by redesignating clause
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(p) of Section 7.1.1 of the Existing Loan Agreement as clause
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(q) thereof:
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(p) without prejudice to the provisions of Section 7.2.16, each of
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the Borrower and Fairbanks Gold shall, promptly upon receipt,
dispatch or effectiveness thereof, deliver to the
Administrative Agent copies of all material correspondence and
notices relating to the Fort Knox IRB Financing (including any
such correspondence or notices relating to any proposed
amendment or other modification to the Fort Knox IRB Financing
Documentation) and of all documentation relating to all
amendments or other modifications to the Fort Knox IRB
Financing Documentation; and
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(b) by adding at the end thereof a proviso reading as set forth
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below:
provided, however, that at any time on or prior to the Fort Knox
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Economic Completion Date the Obligor's obligations pursuant to this
Section shall be limited to the delivery of financial statements,
reports and information (x) of the nature referred to in clauses (c) and
---
(n), and (y) relating to, or required to be
delivered in connection with, the occurrence of Fort Knox Economic
Completion.
SECTION 2.3. AMENDMENT TO SECTION 7.2 OF THE EXISTING LOAN AGREEMENT.
Section 7.2 of the Existing Loan Agreement shall be amended in its entirety to
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read as set forth below:
SECTION 7.2 CERTAIN NEGATIVE COVENANTS. Each Obligor agrees with
each Lender Party that, at all times on and after the Fort Knox Economic
Completion Date (and, in the case of any agreement contained in Section
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7.2.16, at all times prior to the Fort Knox Economic Completion Date) until
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all Obligations have been paid and performed in full, such Obligor will
perform its respective obligations set forth in this Section. Except where
the context specifically requires otherwise, the Borrower shall use its best
efforts to ensure that each relevant Subsidiary complies with its respective
obligations set forth in this Section.
SECTION 2.4. AMENDMENT TO SECTION 7.2.2 OF THE EXISTING LOAN AGREEMENT.
Clause (j) of Section 7.2.2 of the Existing Loan Agreement shall
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be amended in its entirety to read as set forth below:
(j) Indebtedness (i) of Fairbanks Gold in a principal amount not in excess
of $71,000,000 at any one time outstanding in respect of the loan advanced
to Fairbanks Gold by AIDEA pursuant to the Fort Knox IRB Loan Agreement,
(ii) of Fairbanks Gold in an amount not in excess of the Fort Knox IRB
Letter of Credit Amount in connection with its reimbursement obligations set
forth in the Fort Knox IRB Reimbursement Agreement, (iii) of the Borrower in
connection with its guarantee of the Fort Knox Industrial Revenue Bonds
pursuant to the Fort Knox IRB AGI Guarantee, and (iv) of the Borrower to
Cyprus Amax in connection with its obligations pursuant to the Cyprus
Amax/AGI Reimbursement Agreement to reimburse Cyprus Amax in respect of any
amount paid by Cyprus Amax pursuant to its guarantee of the obligations of
Fairbanks Gold under the Fort Knox IRB Reimbursement Agreement; provided,
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however, (x) that no payment in respect of any Indebtedness of the nature
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referred to in clause (j)(iv) may be made by the Borrower at any time when
--------------
any Relevant IRB Default shall have occurred and be continuing at such time
or might, in the reasonable opinion of the Lender Parties, occur on or prior
to the Final Maturity Date as a result of such payment, and (y) Fairbanks
Gold may not, at any time on or prior to the Final Maturity Date, make any
voluntary prepayment of any of its obligations incurred pursuant to the Fort
Knox IRB Loan Agreement prior to the scheduled maturity of such obligations,
whether pursuant to Section 6.1 of the Fort Knox IRB Loan Agreement or
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otherwise;
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SECTION 2.5. AMENDMENT TO SECTION 7.2.3 OF THE EXISTING LOAN AGREEMENT.
Clause (l) of Section 7.2.3 of the Existing Loan Agreement shall be
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amended in its entirety to read as set forth below:
(l) Liens granted by Fairbanks Gold to the issuer of the Fort Knox IRB
Letter of Credit pursuant to Section 1.04 of the Fort Knox IRB Reimbursement
Agreement and the Pledge Agreement (as defined in the Fort Knox IRB
Reimbursement Agreement) as security for the performance by Fairbanks Gold
of its obligations thereunder and encumbering solely those of the Fort Knox
Industrial Revenue Bonds delivered for the account of the issuer of the Fort
Knox IRB Letter of Credit from time to time as referred to in Section 1.04
of the Fort Knox IRB Reimbursement Agreement (together with interest thereon
and all proceeds thereof);
SECTION 2.6. AMENDMENT TO SECTION 7.2.6 OF THE EXISTING LOAN AGREEMENT.
Section 7.2.6 of the Existing Loan Agreement shall be amended by adding a new
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clause (g) immediately following clause (f) thereof reading as set forth below
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and by redesignating clauses (g) and (h) of Section 7.2.6 of the Existing Loan
----------- --- -------------
Agreement as clauses (h) and (i) thereof, respectively:
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(g) Investments by the Borrower in Fairbanks Gold pursuant to the
Fort Knox IRB AGI Guarantee;
SECTION 2.7. AMENDMENT TO ARTICLE 7 OF THE EXISTING LOAN AGREEMENT.
Article 7 of the Existing Loan Agreement is amended by adding at the end thereof
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a new Section 7.2.16 reading as set forth below:
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SECTION 7.2.16. FORT KNOX IRB FINANCING.
(a) Fairbanks Gold shall apply the proceeds of the loan advanced
pursuant to the Fort Knox IRB Loan Agreement for the purposes
referred to in Sections 3.3 and 3.4 thereof.
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(b) Neither the Borrower nor Fairbanks Gold shall agree to, or
suffer to exist, any amendment or other modification to the
terms and conditions of the Fort Knox IRB Financing
Documentation if such amendment or other modification:
(i) modifies any provision of the Fort Knox IRB Financing
Documentation which has the result of increasing the amount
of, or accelerating the date of, any payment to be made in
connection with the Fort Knox Industrial Revenue Bonds
(including any such payment to be made by Fairbanks Gold or
the Borrower pursuant to or in connection with the Fort
Knox IRB Reimbursement Agreement or the Fort Knox IRB Loan
Agreement); or
(ii) would have, or would be reasonably likely to have, a
Materially Adverse Effect.
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ARTICLE 3. REPRESENTATIONS AND WARRANTIES
-----------------------------------------
In order to induce the Lender Parties to enter into this Agreement and, in
the case of the Lenders, to make, maintain, continue and/or convert Loans under
the Amended Loan Agreement, the Borrower, individually for itself and with
respect to matters hereinafter relating to it and each other Obligor, and each
other Obligor individually for itself and with respect to matters hereinafter
relating to it, represents and warrants unto each Lender Party as set forth in
this Article.
SECTION 3.1. AUTHORITY. Each Obligor has full power and authority to enter
into this Agreement and perform its obligations under the Amended Loan
Agreement.
SECTION 3.2. DUE AUTHORIZATION; NON-CONTRAVENTION. The execution and
delivery by each Obligor of this Agreement and the performance by such Obligor
of its obligations under the Amended Loan Agreement have been authorized by all
necessary corporate action on its part, do not and will not require any
Approval, do not and will not conflict with, result in any violation of, or
constitute any default under, any provision of any Requirement of Law or
Approval binding on it, and will not result in or require the creation or
imposition of any Lien on any of its properties pursuant to the provisions of
any Contractual Obligations except as permitted to be incurred pursuant to the
Priority Agreement and Section 7.2.3 of the Amended Loan Agreement.
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SECTION 3.3 VALIDITY. This Agreement constitutes the legal, valid and
binding obligation of each Obligor enforceable against such Obligor in
accordance with its terms, subject as to enforceability only, to Applicable Laws
relating to bankruptcy and the enforceability of creditors' rights generally and
by the fact that the availability of equitable remedies is discretionary.
ARTICLE 4. CONDITIONS TO EFFECTIVENESS
--------------------------------------
This Agreement shall become effective upon receipt by the Administrative
Agent of the documents, certificates and other Instruments described in this
Article. The date on which the Administrative Agent shall have received all
such documents, certificates and other Instruments is referred to as the
"Amendment Effective Date". In the event that the Amendment Effective Date
- -------------------------
shall not occur on or prior to June 30, 1997, the agreements of the parties
contained in this Agreement shall be of no further force and effect.
SECTION 4.1. COUNTERPARTS OF AGREEMENT. The Administrative Agent shall have
received counterparts of this Agreement, duly executed by the Obligors, the
Arrangers, the Lenders and the other Agents.
SECTION 4.2. FORT KNOX IRB FINANCING DOCUMENTATION. The Administrative Agent
shall have received:
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(a) copies of execution counterparts of the Fort Knox Industrial
Revenue Bonds, the Fort Knox IRB Letter of Credit, the Fort Knox
IRB Loan Agreement, the Fort Knox IRB Reimbursement Agreement,
the Fort Knox IRB AGI Guarantee and the Cyprus Amax/AGI
Reimbursement Agreement (together with copies of such other
items of documentation relating thereto as the Administrative
Agent shall reasonably have requested) and shall have received
notification that, in the reasonable opinion of counsel to the
Lenders, such documentation is consistent with the Term Sheets
and the Loan Documents (including, in the case of the Cyprus
Amax/AGI Reimbursement Agreement, clause (x) of the proviso to
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clause (j) of Section 7.2.2 of the Amended Loan Agreement) (and,
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in connection with any provisions of such documentation which
are not specifically referred to in the Term Sheets (including
any such provisions referred to in either Term Sheet as being
customary for transactions similar to those contemplated by such
Term Sheet), such provisions shall be acceptable to the
Administrative Agent (following, in the case of any material and
substantive such provision, consultation with the Lenders)); and
(b) evidence satisfactory to it that the Fort Knox Industrial
Revenue Bonds have been, or on or prior to June 30, 1997 will
be, issued in a manner which is consistent with the Term Sheets,
the Fort Knox IRB Financing Documentation and the Loan
Documents.
SECTION 4.3. COMPETITIVE ADVANCE FACILITY AGREEMENT. The Administrative
Agent shall have received a copy of Sections 7.01 and 7.05 of the Competitive
------------- ----
Advance Facility Agreement, as in effect on a date as close as practicable to
the intended Amendment Effective Date, certified by an Authorized Representative
of Cyprus Amax.
SECTION 4.4. LETTER AGREEMENT WITH CYPRUS AMAX. The Administrative Agent
shall have received a counterpart of the letter agreement in the form attached
hereto as Exhibit A, dated a date as close as practicable to the intended
---------
Amendment Effective Date, duly executed by Cyprus Amax.
SECTION 4.5. COMPLIANCE WITH WARRANTIES, NO DEFAULTS. The Administrative
Agent shall have received a certificate, dated a date as close as practicable to
the intended Amendment Effective Date, of an Authorized Representative of each
Obligor to the effect that, both immediately before and immediately after giving
effect to the transactions contemplated by this Agreement, the representations
and warranties of each Obligor set forth in Article 3 (only to the extent that
---------
any such representation or warranty shall be required to be made on the
Amendment Effective Date) shall be true and correct with the same effect as if
then made (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier
date).
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ARTICLE 5. MISCELLANEOUS
------------------------
SECTION 5.1. COUNTERPARTS. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.
SECTION 5.2. EFFECT OF AMENDMENT. Effective as of the Amendment Effective
Date, references in the Existing Loan Agreement and in each other Loan Document
to "the Agreement", "this Agreement", the "Loan Agreement" and words of similar
import shall be to the Existing Loan Agreement, as amended hereby. Except as
amended or otherwise modified hereby, the Existing Loan Agreement shall continue
in full force and effect.
SECTION 5.3. GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK. Upon the Amendment Effective Date, except with respect to the
Borrower's obligations to indemnify and pay the costs and expenses of the
Underwriters as set forth in the Commitment Letter, the Existing Loan Agreement,
as amended hereby, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto
(including the Commitment Letter (except as aforesaid), the Indicative Summary
Terms for $250,000,000 Senior Term Facility, dated August 15, 1995, and the
Information Memorandum).
SECTION 5.4. PROVISIONS INCORPORATED BY REFERENCE. The parties hereto agree
that the provisions of Sections 10.14 (Forum Selection and Consent to
--------------
Jurisdiction; Waiver of Immunity) and 10.15 (Waiver of Jury Trial) of the
-----
Existing Loan Agreement shall be incorporated by reference into this Agreement
as if set forth in full herein.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
The Obligors
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AMAX GOLD INC.,
as the Borrower
By: LELAND O ERDAHL
Name Printed: Leland O Erdahl
Title: Vice President and Chief
Financial Officer
FAIRBANKS GOLD MINING, INC.,
as a Principal Subsidiary
By: LELAND O ERDAHL
Name Printed: Leland O Erdahl
Title: Vice President and Treasurer
GUANACO MINING COMPANY,
INC., as a Principal Subsidiary
By: LELAND O ERDAHL
Name Printed: Leland O Erdahl
Title: Vice President and Treasurer
LASSEN GOLD MINING, INC.,
as a Principal Subsidiary
By: LELAND O ERDAHL
Name Printed: Leland O Erdahl
Title: Vice President and Treasurer
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MELBA CREEK MINING, INC.,
as a Principal Subsidiary
By: LELAND O ERDAHL
Name Printed: Leland O Erdahl
Title: Vice President and Treasurer
NEVADA GOLD MINING, INC.,
as a Principal Subsidiary
By: LELAND O ERDAHL
Name Printed: Leland O Erdahl
Title: Vice President and Treasurer
The Lenders
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ABN AMRO NORTH AMERICA,
INC., acting as agent for
ABN AMRO BANK N.V.
By: WILLIAM HEISSENBUTTEL
Name Printed: William Heissenbuttel
Title: Vice President
By: JAMES R MORGAN
Name Printed: James R Morgan
Title: Group Vice President and
Team Leader
-12-
ARAB BANKING CORPORATION
(B.S.C.)
By: STEPHEN A PLAUCHE
Name Printed: Stephen A Plauche
Title: Vice President
BAYERISCHE VEREINSBANK AG
By: WOLFRAM SCHIEDER
Name Printed: Wolfram Schieder
Title: Managing Director
By: ULRICH MENNACHER
Name Printed: Ulrich Mennacher
Title: Assistant Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
By: JOHN W KUNKLE
Name Printed: John W Kunkle
Title: Authorised Signatory
THE CHASE MANHATTAN BANK
(previously known as Chemical Bank)
By: JAMES H RAMAGE
Name Printed: James H Ramage
Title: Vice President
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CREDIT LYONNAIS, New York
Branch
By: MICHAEL PEPE
Name Printed: Michael Pepe
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By: JANE BEK
Name Printed: Jane Bek
Title: Vice President
THE FUJI BANK LIMITED, Los
Angeles Agency
By: NOBUHIRO UMEMURA
Name Printed: Nobuhiro Umemura
Title: Joint General Manager
MERRILL LYNCH CAPITAL
CORPORATION
By: CHRISTOPHER BIROSAK
Name Printed: Christopher Birosak
Title: Vice President
NATIONAL BANK OF ALASKA
-14-
By: PATRICIA JELLEY BENZ
Name Printed: Patricia Jelley Benz
Title: Vice President
PNC BANK, N.A.
By: ROBERT D ERWIN
Name Printed: Robert D Erwin
Title: Vice President
per pro N M ROTHSCHILD & SONS
LIMITED
By: MICHAEL ALLAN PRICE
Name Printed: Michael Allan Price
Title: Director
By: D STREET
Name Printed: D Street
Title: Manager
SOCIETE GENERALE
By: RICHARD A ERBERT
Name Printed: Richard A Erbert
Title: Vice President
-15-
SWISS BANK CORPORATION,
Cayman Island Branch
By: GARY RIDDELL
Name Printed: Gary Riddell
Title: Director Credit
Risk Management
By: DOROTHY L. MCKINLEY
Name Printed: Dorothy L. McKinley
Title: Associate Director, Banking
Finance Support, N.A.
THE TORONTO-DOMINION BANK
By: DAVID G. PARKER
Name Printed: David G. Parker
Title: Manager Credit Administration
The Agents and the Arrangers
----------------------------
ABN AMRO NORTH AMERICA,
INC., acting as agent for ABN AMRO
BANK N.V., as an Arranger
By: WILLIAM HEISSENBUTTEL
Name Printed: William Heissenbuttel
Title: Vice President
By: JAMES R. MORGAN
-16-
Name Printed: James R. Morgan
Title: Group Vice President and Team
Leader
LASALLE NATIONAL TRUST,
N.A., as the Collateral Agent
By: SARAH H WEBB
Name Printed: Sarah H Webb
Title: First Vice President
By: DIANE S SWANSON
Name Printed: Diane S Swanson
Title: Assistant Secretary
MERRILL LYNCH CAPITAL
CORPORATION, as the Syndication
Agent and as an Arranger
By: CHRISTOPHER BIROSAK
Name Printed: Christopher Birosak
Title: Vice President
per pro N M ROTHSCHILD & SONS
LIMITED, as the Administrative
Agent and as an Arranger
By: MICHAEL ALLAN PRICE
Name Printed: Michael Allan Price
Title: Director
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By: DAVID STREET
Name Printed: David Street
Title: Manager
THE TORONTO-DOMINION
BANK, as the Documentation and
Technical Agent and as an Arranger
By: DAVID G. PARKER
Name Printed: David G. Parker
Title: Manager Credit Administration
EXHIBIT A
to
Third Amendment Agreement
To: N M Rothschild & Sons Limited,
in its capacity under the Loan
Agreement referred to (and
defined) below
New Court
St. Swithin's Lane
London EC4P 4DU
England
_____________, 1997
and to each of the other Lender
Parties party to such Loan Agreement
RE: LOAN AGREEMENT, DATED AS OF OCTOBER 31, 1995 (AS AMENDED FROM TIME TO
TIME PRIOR TO THE DATE HEREOF, THE "LOAN AGREEMENT"), AMONG AMAX GOLD
--------------
INC., AS THE BORROWER, FAIRBANKS GOLD MINING, INC., GUANACO MINING
COMPANY, INC., LASSEN GOLD MINING, INC., MELBA CREEK MINING, INC. AND
NEVADA GOLD MINING,
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INC., AS THE PRINCIPAL SUBSIDIARIES, AND THE VARIOUS BANKS AND OTHER
FINANCIAL INSTITUTIONS REFERRED TO THEREIN AS THE ARRANGERS, THE
LENDERS AND THE AGENTS
----------------------------------------------------------------------
Dear Sirs:
This letter agreement is being entered into pursuant to Section 4.4 of the
-----------
Third Amendment Agreement to the Loan Agreement (the Loan Agreement as amended
by such Third Amendment Agreement, the "Amended Loan Agreement"). In connection
----------------------
therewith;
1. We have requested, and by your signature hereto on behalf of each of
the Lender Parties each of the Lender Parties thereby agree, that, effective as
of the Third Amendment Effective Date, Article 5 of the Cyprus Amax Guaranty is
---------
amended by replacing the phrase "the Amendment Effective Date" appearing in the
fourth line thereof with the phrase "_________, 1997".
2. We hereby acknowledge and accept the terms and conditions of the Third
Amendment Agreement and, pursuant to the terms and conditions of Section 3.4 of
-----------
the Cyprus Amax Guaranty, hereby consent thereto such that our obligations
contained in the Cyprus Amax Guaranty shall continue in full force and effect
following the implementation and effectiveness of the Third Amendment Agreement.
3. In order to induce the Lender Parties to consent to the effectiveness
of the Third Amendment Agreement we hereby represent and warrant unto each
Lender Party as set forth below:
(a) Cyprus Amax has full power and authority to enter into this letter
agreement and perform its obligations under the Cyprus Amax Guaranty as
amended hereby;
(b) the execution and delivery by Cyprus Amax of this letter agreement and
the performance by Cyprus Amax of its obligations under the Cyprus Amax
Guaranty as amended hereby have been authorized by all necessary corporate
action on its part, do not and will not require any Approval, do not and
will not conflict with, result in any violation of, or constitute any
default under, any provision of any Requirement of Law or Approval binding
on it, and will not result in or require the creation or imposition of any
Lien on any of its properties pursuant to the provisions of any Contractual
Obligations; and
(c) this letter agreement constitutes the legal, valid and binding
obligation of Cyprus Amax enforceable against Cyprus Amax in accordance with
its terms, subject as to enforceability only, to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws of general
applicability relating to or affecting creditors' rights from time to time
in effect and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding at law or in equity.
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4. In accordance with the provisions of clause (j) of Section 7.2.2 of
-------------
the Loan Agreement and of Section of the Cyprus Amax/AGI Reimbursement
-----------
Agreement, we hereby agree and undertake with the Lender Parties that, in the
event that any payment is made by the Borrower to us that is not permitted by
such provisions so to be made, in whole or in part, to hold the proceeds of such
payment in trust for, and to turn over the proceeds of such payment to, the
Lender Parties for application to the payment Obligations of the Borrower in
accordance with the Loan Documents to the extent such Obligations remain unpaid.
Terms for which meanings are provided in the Amended Loan Agreement are,
unless otherwise defined herein, used herein with such meanings.
Very truly yours,
CYPRUS AMAX MINERALS
COMPANY
By:________________________________
Name Printed:______________________
Title:_____________________________
ACCEPTED AND AGREED the
___ day of _________, 1997
N M ROTHSCHILD & SONS LIMITED, in
its capacity as Administrative
Agent for the Lender Parties
By:_____________________________________
Name Printed:___________________________
Title:__________________________________
By:_____________________________________
Name Printed:___________________________
Title:__________________________________
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