LOGO] EQUIPMENT LOAN AND GE CANADA SECURITY AGREEMENTNorth American Palladium LTD • April 22nd, 2005 • Metal mining
EXHIBIT BRegistration Rights Agreement • March 31st, 2006 • North American Palladium LTD • Metal mining • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 31st, 2006 • North American Palladium LTD • Metal mining • New York
EXHIBIT ANorth American Palladium LTD • March 31st, 2006 • Metal mining
Exhibit 2 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...North American Palladium LTD • June 26th, 2006 • Metal mining
NORTH AMERICAN PALLADIUM LTD. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights Agent SHAREHOLDER RIGHTS PLAN AGREEMENT March 22, 2011 As Amended and Restated May 23, 2014Shareholder Rights Plan Agreement • June 30th, 2014 • North American Palladium LTD • Metal mining • Ontario
THIS AGREEMENT dated March 22, 2011, as amended and restated May 23, 2014, between North American Palladium Ltd. (the “Corporation”), a corporation incorporated under the laws of Canada, and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
NORTH AMERICAN PALLADIUM LTD. as Issuer and as U.S. Trustee and as Canadian Trustee FORM OF INDENTURE Dated as of ·Indenture • January 26th, 2010 • North American Palladium LTD • Metal mining
INDENTURE, dated as of · between NORTH AMERICAN PALLADIUM LTD., a corporation duly incorporated and existing under the federal laws of the Canada (herein called the “Company”), having its principal executive offices at Suite 2116, 130 Adelaide Street West, Toronto, Ontario, M5H 3P5, and ·, a · existing under the laws of ·, as U.S. trustee (herein called the “U.S. Trustee”), and ·, a trust company duly organized and existing under the laws of ·, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
NORTH AMERICAN PALLADIUM LTD. as Issuer and as U.S. Trustee and as Canadian Trustee FORM OF INDENTURE Dated as of —Indenture • December 5th, 2014 • North American Palladium LTD • Metal mining
INDENTURE, dated as of — between NORTH AMERICAN PALLADIUM LTD., a corporation duly incorporated and existing under the federal laws of the Canada (herein called the “Company”), having its principal executive offices at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2350, P.O. Box 93, Toronto ON M5J 2J2, and —, a — existing under the laws of —, as U.S. trustee (herein called the “U.S. Trustee”), and —, a trust company duly organized and existing under the laws of —, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
Exhibit 1 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...North American Palladium LTD • June 26th, 2006 • Metal mining
UNIT WARRANTNorth American Palladium LTD • March 31st, 2006 • Metal mining
NORTH AMERICAN PALLADIUM LTD. (incorporated under the Canada Business Corporations Act) 17,400,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2010 • North American Palladium LTD • Metal mining • Ontario
North American Palladium Ltd., a corporation existing under the laws of Canada (the “Company”), confirms its agreement with Cormark Securities Inc.(“Cormark”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Cormark is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of units set forth in Schedule A hereto (the “Units”), each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part
WAIVER AND THIRD AMENDMENT TO LOAN AGREEMENTWaiver and Third • June 30th, 2015 • North American Palladium LTD • Metal mining • Ontario
This AMENDMENT is dated as of April 15, 2015 (this “Agreement”) and entered into among NORTH AMERICAN PALLADIUM LTD., a corporation incorporated under the federal laws of Canada (together with its permitted successors and assigns, the “Borrower”), LAC DES ILES MINES LTD., as guarantor (together with its permitted successors and assigns, the “Guarantor”) and BCP III NAP L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS LTD., as lender (together with its successors and assigns, the “Lender”).
NORTH AMERICAN PALLADIUM LTD. and COMPUTERSHARE TRUST COMPANY OF CANADA WARRANT INDENTURE Dated as of September 30, 2009Warrant Indenture • February 10th, 2010 • North American Palladium LTD • Metal mining • Ontario
WAIVER AND FOURTH AMENDMENT TO LOAN AGREEMENTWaiver and Fourth • June 30th, 2015 • North American Palladium LTD • Metal mining • Ontario
This AMENDMENT is dated as of June 18, 2015 (this “Agreement”) and entered into among NORTH AMERICAN PALLADIUM LTD., a corporation incorporated under the federal laws of Canada (together with its permitted successors and assigns, the “Borrower”), LAC DES ILES MINES LTD., as guarantor (together with its permitted successors and assigns, the “Guarantor”) and BCP III NAP L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS LTD., as lender (together with its successors and assigns, the “Lender”).
U.S. $130,000,000 BCP III NAP L.P., by its general partner BROOKFIELD CAPITAL PARTNERS LTD. as Lender - and - NORTH AMERICAN PALLADIUM LTD. as Borrower - and - LAC DES ILES MINES LTD. as Guarantor June 7, 2013 LOAN AGREEMENTLoan Agreement • June 18th, 2013 • North American Palladium LTD • Metal mining • Ontario
BCP III NAP L.P., a partnership incorporated under the laws of the Province of Manitoba, by its general partner, BROOKFIELD CAPITAL PARTNERS LTD., a corporation incorporated under the laws of the Province of Ontario
AMENDING AGREEMENT THIS AGREEMENT is made the 8th day of April, 2014,Amending Agreement • April 9th, 2014 • North American Palladium LTD • Metal mining • Ontario
AND WHEREAS the Company and the Agents entered into an amended and restated agency agreement dated January 30, 2014 (the “Amended and Restated Agency Agreement”) that amended and restated the Agency Agreement;
RECAPITALIZATION AGREEMENTRecapitalization Agreement • June 30th, 2015 • North American Palladium LTD • Metal mining • Ontario
WHEREAS, this recapitalization agreement dated as of June 18, 2015 (this “Recapitalization Agreement”) sets out the agreement among North American Palladium Ltd. (the “Company”) and BCP III NAP L.P. (“Brookfield”), by its general partner, Brookfield Capital Partners Ltd., regarding a series of transactions (the “Recapitalization”), as described in the definitive, binding term sheet dated as of April 15, 2015 between the Company and Brookfield attached hereto as Schedule B (the “Term Sheet”, with the terms agreed to and set out therein, in this Recapitalization Agreement, in the Support Agreement and in the Backstop Agreement, being the “Recapitalization Terms”), under which, among other things, (a) common shares in the capital of the Company (the “Common Shares”) will be issued to Brookfield in full and final satisfaction of, and in exchange for, all amounts owing to Brookfield under the Brookfield Existing Loan (the “Loan Exchange”), (b) Common Shares will be issued to holders (“Deben
NORTH AMERICAN PALLADIUM LTD. AMENDED AND RESTATED AGENCY AGREEMENTAgency Agreement • February 6th, 2014 • North American Palladium LTD • Metal mining • Ontario
NORTH AMERICAN PALLADIUM LTD. (incorporated under the Canada Business Corporations Act) 14,000,000 Units PURCHASE AGREEMENTPurchase Agreement • December 14th, 2007 • North American Palladium LTD • Metal mining • New York
EXHIBIT 1 ACQUISITION AND FRAMEWORK AGREEMENTAcquisition and Framework Agreement • June 5th, 2006 • North American Palladium LTD • Metal mining
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 6th, 2014 • North American Palladium LTD • Metal mining • New York
COMPUTERSHARE TRUST COMPANY, N.A., a National Association existing under the laws of the United States (hereinafter called the “U.S. Trustee”)
BACKSTOP AGREEMENTBackstop Agreement • June 30th, 2015 • North American Palladium LTD • Metal mining • Ontario
WHEREAS, this backstop agreement dated as of June 18, 2015 (this “Agreement”) sets out the agreement among North American Palladium Ltd. (the “Company”) and BCP III NAP L.P. (the “Backstopper”) regarding the obligation of the Backstopper to purchase any and all Common Shares that are offered but not otherwise purchased pursuant to the Basic Subscription Privilege and the Additional Subscription Privilege under the Rights Offering, on the terms and conditions set forth in this Agreement;
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 23rd, 2014 • North American Palladium LTD • Metal mining • Ontario
WHEREAS North American Palladium Ltd. (the “Borrower”), Lac des Iles Mines Ltd. (the “Guarantor”) and BCP III NAP L.P., by its general partner, Brookfield Capital Partners Ltd. (the “Lender”) entered into a Loan Agreement dated as of June 7, 2013, as amended by a first amendment to loan agreement dated as of November 29, 2013 (the “Existing Loan Agreement”);
UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2011 • North American Palladium LTD • Metal mining • Ontario
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 16th, 2014 • North American Palladium LTD • Metal mining • New York
COMPUTERSHARE TRUST COMPANY, N.A., a National Association existing under the laws of the United States (hereinafter called the “U.S. Trustee”)
ARRANGEMENT AGREEMENTArrangement Agreement • June 30th, 2015 • North American Palladium LTD • Metal mining • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 12th, 2013 • North American Palladium LTD • Metal mining • Ontario
WHEREAS North American Palladium Ltd. (the “Borrower”), Lac des Iles Mines Ltd. (the “Guarantor”) and BCP III NAP L.P., by its general partner, Brookfield Capital Partners Ltd. (the “Lender”) entered into a Loan Agreement dated as of June 7, 2013 (the “Existing Loan Agreement”);
UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2012 • North American Palladium LTD • Metal mining • Ontario
