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Exhibit 10.2.1
AMENDMENT AGREEMENT (this "Amendment") dated as of April 8,
1998, among XX XXXXXX CORPORATION (the "Company"), a corporation organized under
the laws of the State of Colorado, CANYON RESOURCES CORPORATION, a corporation
organized under the laws of the State of Delaware (the "Guarantor"), the Lenders
named on the signature pages hereof, and BANQUE PARIBAS, NEW YORK BRANCH, in its
capacity as agent for the Lenders (the "Agent").
WITNESSETH
WHEREAS, the Company, the Lenders and the Agent have entered
into the Loan Agreement dated as of December 6, 1995 (as amended, modified and
supplemented from time to time, the "Loan Agreement"), providing for certain
Loans to be made to the Company by the Lenders to finance the acquisition and
construction of the Project;
WHEREAS, the Guarantor, the Company and the Agent have entered
into the Guarantee, Equity Contribution and Pledge Agreement dated as of
December 6, 1995 (as amended, modified and supplemented from time to time, the
"Guarantee Agreement"), in connection with the Loan Agreement;
WHEREAS, in connection with the proposed restructuring of the
Company's obligations under the Loan Agreement (and as further described in this
Amendment), the Company has agreed to liquidate certain Hedge Contracts and use
the proceeds thereof to (i) prepay a portion of the Company's Indebtedness, (ii)
reduce its accounts payable and (iii) create a working capital reserve fund;
NOW, THEREFORE, the Company, the Guarantor, the Lenders and
the Agent wish to amend the Loan Agreement and the Guarantee Agreement in
certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Terms used but not defined herein
shall have the respective meanings ascribed to such terms in the Loan Agreement.
Section 2. Conditions Precedent. The agreements set forth in
Section 3 of this Amendment shall be subject to the satisfactory completion, in
the Administrative Agent's sole opinion, of the following conditions:
(a) The Company shall have liquidated all of its rights and
obligations under any Hedge Contract providing for rights and/or obligations of
the Company on or after June 30, 1998;
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(b) The Company shall have applied the proceeds received from
the liquidation described in the foregoing paragraph (a) (the "Liquidation
Proceeds") as follows:
(i) to the prepayment in full of the Tranche B Loans and the
Tranche C Loans; and
(ii) with the balance of the Liquidation Proceeds after
effecting the prepayment in item (i) above, to an escrow
account maintained by the Agent for the use by the Lenders in
their sole discretion.
(c) The Company shall have entered into forward sales
contracts of Gold which, when aggregated with Gold required to be delivered by
the Company with respect to the Tranche A Gold Loans, shall cover no less than
70%, but no more than 75%, of Production (as set out in the most recently
approved Budget, Operating Plan and Mining Plan submitted in accordance with
Section 8.01(b)) for each annual period through the projected final Tranche A
Principal Payment Date. For purposes of this paragraph (c), "annual period"
shall mean the one-year period commencing on July 1, 1998 and each anniversary
thereof. The forward sales contracts entered into by the Company pursuant to
this paragraph (c) shall be with counterparties acceptable to the Majority
Lenders; provided, however, that a counterparty shall be deemed to be acceptable
to the Majority Lenders if such counterparty was previously counterparty to a
Hedge Contract previously deemed acceptable to the Majority Lenders.
Section 3. Amendments.
3.01. Amendment to the Loan Agreement. (a) Section 8.28(a)
of the Loan Agreement is amended to read in its entirety as follows:
"(a) The Borrower agrees to maintain a Future Debt Cover Ratio
equal to, or in excess of, 1.3 to 1."
(b) Section 8.28(b) of the Loan Agreement is amended to read
in its entirety as follows:
"(b) The Borrower agrees that, during any calendar quarter
during 1998 and the first calendar quarter of 1999, and during any
twelve consecutive month period thereafter, the ratio of (i) the excess
of all revenues of the Borrower (including Proceeds received) over the
sum of all Operating Costs (including capital expenditures set forth in
the budgets approved by the Majority Lenders pursuant to Section
8.01(b) hereof) during such period to (ii) the sum of the aggregate
Gold Funding Expense and Interest Expense during such period plus the
aggregate Principal Amount of the Loans scheduled to be paid during
such period as set forth on Schedule II hereto (which, in the case of
Loans paid or payable in Gold, shall be the Dollar Equivalent thereof)
shall equal or exceed 1.20 to 1."
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(c) The definition of "Tranche A Principal Payment Date" is
amended to read as follows: "Tranche A Principal Payment Date" shall
mean the last Banking Day of each of March, June, September and
December."
(d) Schedule II to the Loan Agreement is hereby amended in its
entirety and replaced by the Schedule annexed to this Amendment.
3.02. Amendment to the Guarantee Agreement. The reference in
Section 5.07 of the Guarantee Agreement to "1.75 to 1" shall be amended to read
"1.20 to 1 during 1998, and 1.75 to 1.0 at all times thereafter".
Section 4. Documents Otherwise Unchanged. Except as herein
provided, the Loan Agreement and the Guarantee Agreement shall remain unchanged
and in full force and effect, and each reference to the Loan Agreement and the
Guarantee Agreement shall be a reference, respectively, to the Loan Agreement
and the Guarantee Agreement, as amended hereby and as the same may be further
amended, supplemented and otherwise modified and in effect from time to time.
Section 5. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be identical and all of which, when
taken together, shall constitute one and the same instrument, and any of the
parties hereto may execute this Amendment by signing any such counterpart.
Section 6. Binding Effect. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
Section 7. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
BORROWER
XX XXXXXX CORPORATION.
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
AGENT
BANQUE PARIBAS, NEW YORK BRANCH,
as Agent
By /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: M.D.
By /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Director
LENDERS:
BANQUE PARIBAS, NEW YORK BRANCH
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: M. D.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Director
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XXXXXXXXXX XXXXXXXXXXX XX,
XXX XXXX BRANCH
By: /s/X. X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
NM ROTHSCHILD & SONS LIMITED
By: /s/ X. X. Xxxx
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Name: Xxxxxxxx Xxxx
Title: Assistant Director
By: /s/ D. W. Street
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Name: Xxxxx Street
Title: Assistant Director
GUARANTOR:
CANYON RESOURCES CORPORATION
By: /s/ Xxxxxxx X. Xx Xxxx
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Name:
Title:
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
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SCHEDULE
to Amendment Agreement
Amortization Schedule
TRANCHE A % OF PRINCIPAL AMOUNT OF
PRINCIPAL PAYMENT DATES TRANCHE A LOANS TO BE REPAID
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first 0%
second 2.50%
third 2.50%
fourth 2.50%
fifth 3.25%
sixth 2.25%
seventh 1.00%
eighth 1.00%
ninth 0.00%
tenth 0.50%
eleventh 3.00%
twelfth 1.25%
thirteenth .75%
fourteenth .50%
fifteenth 1.25%
sixteenth 1.75%
seventeenth 5.00%
eighteenth 5.00%
nineteenth 5.25%
twentieth 6.75%
twenty-first 8.75%
twenty-second 9.00%
twenty-third 9.00%
twenty-fourth 27.25%
100%
Amendment
