AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into
as of July 28, 1997 by and between USMX, INC., a Delaware
corporation ("USMX") and N M ROTHSCHILD & SONS LIMITED, a company
organized and existing under the laws of England ("NMR").
Recitals
A. Pursuant to a Credit Agreement dated as of July 11,
1996, NMR, as lender, has advanced loans in the principal amount
of $2,500,000 to USMX, as borrower. Such Credit Agreement, as it
has been amended by NMR and USMX is referred to herein as the
"USMX Credit Agreement."
B. Pursuant to an Agreement and Plan of Merger dated
February 5, 1997, as amended April 21, 1997 (the "Merger
Agreement") among USMX, Dakota Mining Corporation, a corporation
continued under the Canadian Business Corporation Act ("Dakota")
and Dakota Merger Corporation, a Delaware corporation which is a
wholly-owned subsidiary of Dakota, Dakota Merger Corporation
merged with USMX, with USMX continuing as the surviving
corporation and a wholly-owned subsidiary of Dakota.
C. NMR has consented to the merger contemplated by the
Merger Agreement and has also agreed to modify the terms and
conditions of the Credit Agreement dated as of July 11, 1996
between NMR, as lender, and USMX of Alaska, Inc., an Alaska
corporation ("USMXAK"), as borrower (the "USMXAK Credit
Agreement"), subject, among other things, to USMX entering into
this Agreement and performing its obligations hereunder.
Agreement
NOW, THEREFORE, in consideration of the following covenants
NMR and USMX hereby agree as follows:
1. Defined Terms. Capitalized terms which are not
expressly defined in this Agreement will have the meanings given
thereto in the USMX Credit Agreement.
2. USMX Credit Agreement. Not later than July 28, 1997,
or such later date as may be mutually agreed in writing by USMX
and NMR, USMX will pay in full all principal, interest, fees and
other amounts due and payable to Lender under the USMX Credit
Agreement. USMX and NMR agree that upon such payment, the USMX
Credit Agreement will terminate, and NMR will have no further
rights thereunder to convert the Loan into shares of Common Stock
of USMX. Such payment by USMX is a condition precedent to the
agreements set forth in Paragraphs 3, 4 and 5 hereof.
3. Pledge and Security Agreement. Notwithstanding such
termination of the USMX Credit Agreement, the Pledge and Security
Agreement dated as of July 11, 1996, made by USMX in favor of
NMR, will remain in effect to secure the payment and performance
by USMX of its obligations under the USMX Guaranty (identified in
Paragraph 5 below) and under such Pledge and Security Agreement.
USMX and NMR hereby agree that the definition of "Secured
Obligations" in such Pledge and Security Agreement is modified to
delete the references to the USMX Credit Agreement, and to the
Convertible Note executed by USMX in connection therewith.
Subject to such modification, USMX hereby ratifies and confirms
such Pledge and Security Agreement and agrees that it remains in
full force and effect to secure the performance by USMX of its
obligations under the USMX Guaranty and under such Pledge and
Security Agreement.
4. Collateral Assignment of Deeds of Trust. USMX and NMR
agree that the Collateral Assignment of Deeds of Trust dated as
of July 11, 1996, made by USMX for the benefit of NMR in
connection with the USMX Credit Agreement and the USMX Guaranty,
is modified to delete the references to the USMX Credit Agreement
therein, but that such Collateral Assignment of Deeds of Trust
will otherwise remain in full force and effect and will continue
to secure the performance by USMX of its obligations under the
USMX Guaranty and as otherwise provided therein. Subject to such
modification, USMX hereby ratifies and confirms such Collateral
Assignment of Deeds of Trust.
5. USMX Guaranty. USMX guaranteed the payment and
performance of the obligations of USMXAK under the USMXAK Credit
Agreement pursuant to a Guaranty dated July 11, 1996 (the "USMX
Guaranty"). USMX and NMR hereby agree that the Guaranty is
modified to delete the provision thereof limiting NMR's recourse
thereunder against USMX after the occurrence of "Completion" as
defined in the USMXAK Credit Agreement, and USMX and NMR agree
that such Guaranty by USMX will remain the general, unlimited
obligation of USMX until all Obligations (as defined therein) are
satisfied. The USMX Guaranty is further modified to delete
Sections 10(a), 10(c), 11 and 16 thereof. Also, the first
sentence of Section 10 (requiring Guarantor's contribution of
$1,500,000 to Borrower) is deleted in its entirety, and the word
"also" is deleted from the following sentence. USMX hereby
acknowledges notice of the Second Amendment to the USMXAK Credit
Agreement dated as of July 28, 1997 which, among other things,
increases the credit available to USMXAK thereunder to
$20,500,000. USMX hereby confirms that the Guaranty covers and
extends to all obligations of USMXAK under the USMXAK Credit
Agreement, as so modified by such Second Amendment, and as the
USMXAK Credit Agreement may be further modified or amended in
accordance with its terms. Subject to the modifications of the
USMX Guaranty set forth herein, USMX hereby ratifies and confirms
the USMX Guaranty in accordance with its terms.
6. Registration Rights Agreement. The Registration Rights
Agreement dated as of July 11, 1996 between USMX and NMR is
hereby terminated.
7. General Provisions.
a. Inurement. This Agreement is binding upon and
will inure to the benefit of the successors and assigns of USMX
and NMR.
b. Counterpart Execution. This Agreement may be
executed in two or more counterparts, all of which shall, upon
execution of identical counterparts by all parties, constitute a
single agreement.
Executed by the parties hereto as of the date first above
written.
USMX, INC.
By:
Name:
Title:
N M ROTHSCHILD & SONS LIMITED
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Attorney-in-Fact
