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”).
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”).
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
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;
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:
