EXHIBIT 10.20
Amendment No. 1
to
Credit Agreement
dated as of March 1, 1998
between
MK GOLD COMPANY, as Borrower
and
LEUCADIA NATIONAL CORPORATION, as Lender
This Amendment No. 1 dated as of March 1, 2000 hereby amends the Credit
Agreement entered into as of March 1, 1998, between MK GOLD COMPANY, a Delaware
corporation ("Borrower"), and LEUCADIA NATIONAL CORPORATION, a New York
corporation ("Lender").
1. Section 1.1 "Defined Terms" is hereby amended as follows:
The definition of "Commitment" is hereby amended in its entirety to
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read as follows:
"Commitment" means the aggregate commitment of Lender to make Loans,
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which aggregate commitment initially was $20,000,000 and from and after the
effective date of this Amendment No. 1 until the Termination Date will be
increased to $30,000,000, as such amount may be reduced from time to time in
accordance with the Agreement."
"Termination Date" shall mean December 15, 2001, or such earlier date
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as may be determined in accordance with subsection 2.1(e)."
2. Subsection 2.1(d) "Note" shall be amended by substituting the
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following for the first sentence of subsection 2.1(d):
"Loans made by Lender shall be evidenced by a promissory note to be
executed and delivered by Borrower. On the effective date of this Amendment No.
1, Borrower shall deliver to Lender an executed promissory note in the form of
Exhibit A to this Amendment No. 1, and Lender shall return to Borrower the
executed promissory note dated as of March 1, 1998. From and after the effective
date of this Amendment No. 1, the promissory note delivered by Borrower on such
date shall constitute the Note for purposes of the Agreement."
3. Section 4.1 "Financial Condition" is hereby amended (x) to delete
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from the second line thereof the date "December 31, 1996" and to replace that
date with "December 31, 1998 and (y) to delete from the fifth line thereof the
date "September 30, 1997" and to replace that date with "September 30, 1999".
4. Section 4.5 "No Material Adverse Effect" is hereby amended to
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delete from the first and last lines thereof the date "December 31, 1996" and to
replace that date in each place with "December 31, 1998".
5. In all other respects, the Credit Agreement dated as of March 1,
1998 shall remain in effect.
6. The effective date of this Amendment No. 1 shall be as of March 1,
2000.
7. The Credit Agreement dated as of March 1, 1998, as amended by
Amendment No. 1 dated as of March 1, 2000, the letter agreement (undated)
between Borrower and Lender pursuant to which, among other things, Lender
consented to Borrower's acquisition of Riomin Exploraciones, S.A., taken
together with all other Loan Documents and all certificates and other documents
delivered by Borrower to Lender pursuant to the Loan Documents, embodies the
parties entire agreement and supercedes all prior agreements, written or oral,
relating to the subject matter thereof.
8. This Amendment No. 1 may be executed in counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original and all of which taken
together shall constitute one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to one single
counterpart so that all signature pages are physically attached to the same
document.
[Intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
Borrower:
MK GOLD COMPANY
By: /s/
-------------------------------------
Name:
Title:
Lender:
LEUCADIA NATIONAL CORPORATION
By: /s/
-------------------------------------
Name:
Title:
3
Exhibit A
MK GOLD COMPANY
PROMISSORY NOTE
U.S. $30,000,000 New York, New York
March 1, 2000
FOR VALUE RECEIVED, MK GOLD COMPANY, a Delaware corporation
("Borrower"), promises to pay to the order of LEUCADIA NATIONAL CORPORATION, a
New York corporation ("Payee"), on or before the Termination Date (as defined in
the Credit Agreement referred to below) the lesser of (x) THIRTY MILLION DOLLARS
($30,000,000) and (y) the unpaid principal amount of all Loans made by Payee to
Borrower under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
provided by that certain Credit Agreement, dated as of March 1, 1998, between
Borrower and Payee as amended by Amendment No. 1, dated as of March 1, 2000
(such amended Credit Agreement as it may be further amended, the "Credit
Agreement"). Capitalized terms used herein and not defined have the meanings
assigned to them in the Credit Agreement.
This Note is Borrower's "Note" and is issued pursuant to and entitled
to the benefits of the Credit Agreement, to which reference is hereby made for a
more complete statement of the terms and conditions under which the Loans
evidenced hereby were made and are to be repaid.
All payments of principal and in respect of this Note shall be made in
lawful money of the United States of America in immediately available funds at
the location designated by Payee.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to prepayment at the option of Borrower as
provided in subsection 2.4(a)(i) of the Credit Agreement.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.
MK GOLD COMPANY
By:______________________
Name:
Title:
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