SUBORDINATED CREDIT AGREEMENTSubordinated Credit Agreement • April 21st, 2015 • Midway Gold Corp • Gold and silver ores • New York
Execution VersionMidway Gold Corp • April 21st, 2015 • Gold and silver ores • New York
This instrument and the rights and obligations evidenced hereby are and shall at all times be and remain subordinated in right of payment to the extent and in the manner set forth in that certain Subordination Agreement, dated as of April 17, 2015, by and among Commonwealth Bank of Australia, Hale Capital Partners, LP, Midway Gold Corp., MDW Pan LLP and certain other parties, as amended, to the prior payment in full in cash of all Senior Debt (as defined therein).
SUBORDINATION AGREEMENTSubordination Agreement • April 21st, 2015 • Midway Gold Corp • Gold and silver ores • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of April 17, 2015 by and among HALE CAPITAL PARTNERS, L.P., a limited partnership organized under the laws of Delaware (acting in its capacity as Administrative Agent for the Lenders referred to in the Junior Credit Agreement (defined below) (together with its successors and assigns, the “Junior Administrative Agent”) and as Collateral Agent for the benefit of the Secured Parties referred to in the Junior Financing Agreement (defined below) (together with its successors and assigns, the “Junior Collateral Agent” and, together with the Junior Administrative Agent and each of the Secured Parties referred to in the Junior Financing Agreement, “Junior Lender”), MIDWAY GOLD CORP. (“Midway”) and each of its subsidiaries that are signatories to this Agreement (collectively or individually, as the context may require, “Loan Parties”), and COMMONWEALTH BANK OF AUSTRALIA (acting in its capacity as Administrative Agent for the Lenders ref
Commonwealth Bank of Australia, 599 Lexington Avenue, 17th Floor New York, NY 10022 Attn:Director, Project FinanceMidway Gold Corp • April 21st, 2015 • Gold and silver ores
Reference is made to that certain (a) Credit Agreement, dated as of July 18, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among MDW Pan LLP, as Borrower, Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender, and the other Lenders named therein from time to time, and (b) Guaranty, dated as of July 18, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Guaranty”), among Midway Gold Corp. and Midway Services Company, as Continuing Guarantors, and each of the other Guarantors from time to time party thereto in favor of Commonwealth Bank of Australia, as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement and the Guaranty, as applicable.
