AMENDED AND RESTATED CREDIT AGREEMENT - Form 6-K

Page

ARTICLE 1 - INTERPRETATION

1

1.1

Definitions

1

1.2

Material Credit Parties

11

1.3

Currency Conversions

12

1.4

Accounting Terms, Calculations and Historical Adjustments

12

1.5

Time

13

1.6

Headings and Table of Contents

13

1.7

Governing Law

13

1.8

Inconsistency

13

ARTICLE 2 - THE FACILITY

13

2.1

The Facility

13

2.2

Purpose of the Facility

14

2.3

Facility Availability

14

2.4

Manner of Availability

14

2.5

Notice of Borrowings

14

2.6

Funding

15

2.7

Lender's Failure to Fund

15

2.8

Conversions and Renewals

15

2.9

Limitations on Lender's Obligation to Fund

15

2.10

Increase in the Facility

15

2.11

Extension of the Maturity Date

17

ARTICLE 3 - LIBOR LOANS

18

3.1

Amounts and Periods

18

3.2

Changed Circumstances

18

3.3

Conversion Prior to Maturity

18

3.4

Effect of Benchmark Transition Event

19

ARTICLE 4 - LETTERS OF CREDIT

26

4.1

Request for Letters of Credit

26

4.2

Commitment

26

4.3

Form of Letters of Credit

26

4.4

Term

26

4.5

Payment

26

4.6

Deemed Rate

27

4.7

Indemnification

27

4.8

Authorization to Make Payments

27

4.9

Prima Facie Evidence

27

4.10

Letter of Credit Fee

27

4.11

Fronting Fee

28

4.12

Outstanding Letters of Credit Upon Occurrence of Default

28

4.13

Unconditional and Irrevocable Obligations

28

4.14

Limitation of Liability

29

i

ARTICLE 5 - FEES AND INTEREST

29

5.1

Agency Fee

29

5.2

Amendment and Restatement Fee

29

5.3

Other Fees

29

5.4

Standby Fee

30

5.5

Interest on US Base Rate Loans

30

5.6

Interest on Libor Loans

30

5.7

Calculation of Interest Rates

30

5.8

Interest on Arrears

30

ARTICLE 6 - REPAYMENT, PREPAYMENT AND CANCELLATION

31

6.1

Repayment of the Facility

31

6.2

Mandatory Prepayments

31

6.3

Optional Prepayments

31

6.4

Illegality

31

ARTICLE 7 - PLACE AND CURRENCY OF PAYMENT

32

7.1

Payments to the Agent

32

7.2

Time of Payments

32

7.3

Currency of Payments

32

7.4

Judgment Currency

32

7.5

Payments Net of Taxes

32

ARTICLE 8 - CONDITIONS PRECEDENT

33

8.1

Conditions Precedent to the Effectiveness of this Agreement

33

8.2

Conditions Precedent to All Borrowings

34

8.3

Waiver of Conditions Precedent

34

ARTICLE 9 - SECURITY

34

9.1

Guarantees

34

9.2

Security over Assets

34

9.3

Shares in Subsidiaries

36

9.4

Non-Disturbance Agreements

36

9.5

Acknowledgment and Consent Agreements

36

9.6

Insurance

36

9.7

Hedging, Credit Card and Deposit Obligations, LC Obligations

37

9.8

Validity of the Security and Contents of Security Documents

38

ARTICLE 10 - REPRESENTATIONS AND WARRANTIES

38

10.1

Corporate Existence and Capacity

38

10.2

Authorization and Validity

38

10.3

No Breach

38

10.4

Approvals

39

ii

10.5

Compliance with Laws and Permits

39

10.6

Title to Assets

39

10.7

Litigation

39

10.8

No Default

39

10.9

Solvency

39

10.10

Taxes

39

10.11

Pension Plans

40

10.12

Restriction on Payments

40

10.13

Metal Purchase Contracts

40

10.14

Corporate Structure Chart

40

10.15

Financial Statements and Financial Year

40

10.16

No Material Change

41

10.17

True and Complete Disclosure

41

10.18

Anti-Money Laundering Laws

41

ARTICLE 11 - AFFIRMATIVE COVENANTS

42

11.1

General Covenants

42

11.2

Use of Proceeds

42

11.3

Know your Customer Laws

43

11.4

Banking Arrangements

43

11.5

Further Assurances

43

11.6

Representations and Warranties

43

ARTICLE 12 - NEGATIVE COVENANTS

43

12.1

Negative Pledge

43

12.2

Funded Debt

44

12.3

Limitations on Fundamental Changes

44

12.4

Investments

45

12.5

Acquisitions

45

12.6

Metal Purchase Contracts

45

12.7

Distributions

45

12.8

Financial Assistance

46

12.9

Derivative Instruments

46

12.10

Transactions with Related Parties

46

ARTICLE 13 - FINANCIAL COVENANTS

46

13.1

Interest Coverage Ratio

46

13.2

Net Debt to EBITDA Ratio

46

13.3

Minimum Tangible Net Worth

46

ARTICLE 14 - REPORTING REQUIREMENTS

47

14.1

Annual Reporting

47

14.2

Quarterly Reporting

47

14.3

Reporting from Time to Time

47

14.4

Metal Purchase Contracts

48

14.5

Hedging Agreements

48

14.6

Documentation

48

iii

ARTICLE 15 - EVENTS OF DEFAULT AND REMEDIES

48

15.1

Events of Default

48

15.2

Remedies

49

ARTICLE 16 - EQUALITY AMONG LENDERS

50

16.1

Distribution among Lenders

50

16.2

Other Security

50

16.3

Direct Payment to a Lender

50

16.4

Adjustments

50

ARTICLE 17 - THE AGENT AND THE LENDERS

50

17.1

Appointment of the Agent

50

17.2

Restrictions on the Powers of the Lenders

50

17.3

Security Documents

51

17.4

Action by Agent

51

17.5

Events of Default

51

17.6

Enforcement Measures

51

17.7

Indemnification

51

17.8

Reliance on Reports

51

17.9

Liability of the Agent

52

17.10

Credit Assessment by the Lenders

52

17.11

Rights of the Agent as Lender

52

17.12

Sharing of Information

52

17.13

Competition

52

17.14

Successor Agent

53

17.15

Defaulting Lenders

53

17.16

Erroneous Payments

54

ARTICLE 18 - DECISIONS, WAIVERS AND AMENDMENTS

57

18.1

Amendments and Waivers by the Majority Lenders

57

18.2

Amendments and Waivers by Unanimous Approval

57

18.3

Amendments requiring the Consent of the Affected Party

58

ARTICLE 19 - MISCELLANEOUS

58

19.1

Books and Accounts

58

19.2

Determination

58

19.3

Prohibition on Assignment by the Borrower

58

19.4

Assignments and Participations

58

19.5

Notes

59

19.6

No Waiver

59

19.7

Irrevocability of Notices of Borrowings

59

19.8

Set-off

59

19.9

Indemnification

59

19.10

Corrections of Errors

60

19.11

Communications

60

19.12

Counterparts

61

iv

ARTICLE 20 - NOTICES

61

20.1

Sending of Notices

61

20.2

Receipt of Notices

61

SCHEDULE "A" APPLICABLE MARGINS OR RATES.

A-1

SCHEDULE "B" COMMITMENTS.

B-1

SCHEDULE "C" NOTICE OF BORROWING [CONVERSION OR RENEWAL].

C-1

SCHEDULE "D" FORM OF COMPLIANCE CERTIFICATE.

D-1

SCHEDULE "E" METAL PURCHASE CONTRACTS.

E-1

SCHEDULE "F" FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT.

F-1

SCHEDULE "G" ADDRESSES FOR NOTICE PURPOSES.

G-1

v

A.

The Borrower has requested that the Lenders make available to the Borrower a revolving facility in an initial maximum principal amount of US$125,000,000 for the purposes of financing metal streaming and royalty acquisitions and investments.

B.

The Lenders are willing to make such revolving facility available to the Borrower upon the terms and conditions set herein.

THEREFORE, the parties agree as follows:

(a)

if the acquisition is a share purchase, the relevant Credit Party shall Control the entity being acquired immediately following the completion of such acquisition;

(b)

if the acquisition is an asset purchase, all or substantially all of the assets of the vendor (or of a division, business or unit of the vendor) are being acquired; or

(c)

any acquisition of any royalty, any commodity stream, any working interest, any mining title, claim, lease or any interest therein, or any similar interest.

(a)

any payment in cash or in kind that provides an income (including interest or dividend) or a return on, or constitutes a distribution or redemption or other retirement of, the Capital Stock of a Person (other than a dividend paid by way of the issuance of new Capital Stock), it being understood that the term Capital Stock in this definition includes (i) all shares or other units of the capital of a Person even if such Capital Stock is treated as liabilities under GAAP and (ii) options or similar rights to acquire Capital Stock; and

(b)

(a)

(b)

(c)

(a)

Liens imposed or arising by operation of law (including for greater certainty tax Liens and landlord statutory liens), in each case, in respect of obligations not yet due or which have been postponed or are being contested in good faith and by appropriate proceedings to the extent that adequate reserves are maintained;

(b)

pledges or deposits made in the ordinary course of business in connection with bids, tenders, leases or contracts (other than for Funded Debt) or to comply with the requirements of any legislation or regulation applicable to the Credit Parties or their business or assets;

(c)

Liens securing obligations incurred in connection with the purchase or the lease of any movable or immovable property, or securing any renewal, extension or replacement of such obligations, provided that any such Lien charges only such property and for an amount not in excess of the related obligation and that the aggregate of all amounts secured by such Liens does not exceed US$[Amount redacted - sensitive commercial information];

(d)

reservations in any original grants from the Crown of any land or interest therein, statutory exceptions to title and reservations of mineral rights (including coal, oil and natural gas) in any grants from the Crown or from any other predecessors in title;

(e)

servitudes, easements or rights of way for public purposes utility or for encroachments, rights of view or otherwise, including, without in any way limiting the generality of the foregoing, the sewers, drains, gas and water mains, steam transport, electric light and power or telephone and telegraph conduits, poles and cables, pipelines or zoning restrictions affecting any Credit Party's immovable or real property which will not materially or adversely impair the use for which any Credit Party's immovable or real property is intended nor substantially diminish any Liens thereon;

(f)

any Lien of any judgment rendered or claim filed against any Credit Party, which such Credit Party or others on its behalf shall be contesting diligently and in good faith by proper legal proceedings, provided the action to enforce the same has not proceeded to final non-appealable judgment and adequate provision has been made for the payment thereof in accordance with GAAP, provided that no Material Adverse Effect would reasonably be expected to occur if the contestation was unsuccessful;

(g)

any Lien incurred in the ordinary course of business in connection with worker's compensation, unemployment, insurance, social security and other governmental rules and that do not materially impact the use or value of the related assets;

(h)

any Lien of any craftsman, workman, builder, contractor, supplier of materials, architect, engineer or subcontractor of any other similar Lien related to the construction or the renovation of any property, provided that such Lien secures an obligation whose term has not expired or that any Credit Party is not in default to perform same, or if its term has expired or any Credit Party is in default to perform same, provided that a Credit Party commences action within a delay of less than thirty (30) days of its registration or publication to cause its cancellation or radiation unless the validity of such Lien is being contested diligently and in good faith by or on behalf of any such Credit Party by proper legal proceedings, provided the action to enforce the same has not proceeded to final non-appealable judgment and adequate provision has been made for the payment thereof in accordance with generally accepted accounting principles;

(i)

deposits of cash or securities in order to secure appeal bonds or bonds required in respect of judicial proceedings;

(j)

statutory Liens of warehousemen or bailees or similar Liens on inventory arising in the ordinary course of business of any Credit Party, provided such Lien secures an obligation which is not yet due or delinquent; and

(k)

all Liens created under a Credit Document or otherwise in favour of the Agent in connection with the obligations referred to herein or related thereto.

(a)

Global Affairs Canada, Innovation, Science and Economic Development Canada, OSFI or any other applicable Canadian governmental authority;

(b)

(i) the U.S. government and administered by OFAC or (ii) the U.S. State Department, the U.S. Department of Commerce, the U.S. Department of the Treasury or any other United States governmental authority;

(c)

the European Union or the United Kingdom; and

(d)

the United Nations Security Council.

(a)

the annual rate of interest established by the Agent as being its reference rate then in effect for determining interest rates for commercial loans denominated in US Dollars made in Canada; and

(b)

the federal funds effective rate in effect on such day (and if such day is not a Business Day, then on the preceding Business Day), plus [Percentage redacted - sensitive commercial information]; the term "federal funds effective rate" means the rate usually designated as such and as published by the Federal Reserve Bank of New York for the relevant Business Day, or if such rate is not available on any Business Day, the rate that the Agent is prepared to offer, at approximately 9:00 a.m. on such day, for taking overnight deposits in US Dollars in New York.

(a)

As of the date of this Agreement, the only Material Credit Parties are the Borrower, OMF Fund III (Mg) Ltd. and OMF Fund II SO Ltd.

(b)

In addition to the Material Subsidiaries, the Borrower will designate any other Credit Party as Material Credit Party as is required to comply with Section 1.2(c) by giving to the Agent a designation notice identifying such Subsidiary (specifying its jurisdiction of incorporation and its registered and chief executive offices) and certifying that the latter is a wholly‑owned Subsidiary of the Borrower, and will cause such Credit Party (and any Subsidiary becoming a Material Subsidiary after the date hereof) to deliver to the Agent within 60 days of (a) in a case of a designation by the Borrower of a Credit Party as Material Credit Party, the date of such designation; and (b) in the case of a Subsidiary becoming a Material Subsidiary after the date hereof, the date on which such Subsidiary became a Material Subsidiary or, as applicable, was acquired by the relevant Credit Party), the following documents:

(i)

(ii)

provided that no such Security Documents shall be provided by Compania Minera Caserones until (i) Compania Minera Caserones becomes a wholly-owned Subsidiary of the Borrower, or (ii) the shareholders agreement relating to Compania Minera Caserones is terminated or otherwise modified in a way that provides Nomad with sufficient control over Compania Minera Caserones to cause such corporation to grant the required security in favour of the Agent, whichever of the aforementioned occurs first.

(c)

The following provisions will apply in respect of all Material Credit Parties and the Borrower covenants that such provisions will be complied with at all times:

(i)

the aggregate amount of the unconsolidated EBITDA of all Material Credit Parties must at all times represent at least [Percentage redacted - sensitive commercial information] of the EBITDA of the Borrower (on a consolidated basis) for its most recent four‑quarter fiscal period; and

(ii)

the aggregate revenues of all Material Credit Parties must at all times represent at least [Percentage redacted - sensitive commercial information] of the revenues of the Borrower (on a consolidated basis) at the end of its most recent fiscal quarter.

(d)

(a)

Unless otherwise provided, (i) terms and expressions of an accounting or financial nature have the respective meanings given to such terms and expressions under GAAP; (ii) calculations must be made in accordance with GAAP insofar as applicable, and (iii) financial ratios must be calculated on a consolidated basis of the Borrower.

(b)

In the event of a change in GAAP having a material effect on the intent or the application of the provisions of this Agreement which are of a financial nature, the Borrower and the Agent, at the request of either of them, will use reasonable efforts to negotiate amendments to the affected provisions in order to preserve their original intent or to facilitate their application provided that all such amendments will be subject to Article 18. Should no such amendments be agreed on by the Borrower and the Lenders within 90 days from any such request, then the affected provisions will be applied as if the change in GAAP giving rise to the request had not occurred.

(c)

If any business is acquired, discontinued or disposed of during any period in respect of which EBITDA or Interest Expense has to be calculated, the historical financial results of such business will be included or excluded (as applicable) in the relevant calculations for that period as if the acquisition, disposition or discontinuance had occurred on the first day of said calculation period.

(a)

The Facility will revolve and, accordingly, Borrowings may be obtained, repaid and re-obtained by the Borrower until the Maturity Date.

(b)

Borrowings may be obtained in the form of:

(i)

US Base Rate Loans;

(ii)

Libor Loans; and

(iii)

Letters of Credit, provided that the total amount of Borrowings made in the form of Letters of Credit shall not, at any time, exceed US$ [Amount redacted - sensitive commercial information].

(a)

the selected form of Borrowing;

(b)

the amount of the Borrowing, which must be a multiple of US$ [Amount redacted - sensitive commercial information] with a minimum of US$ [Amount redacted - sensitive commercial information] per Borrowing;

(c)

the date of the Borrowing, which must be a Business Day; and

(d)

to the extent applicable, the period of the Borrowing.

(a)

At the request of the Agent, each Lender will promptly pay to the Agent such Lender's share of any Borrowing made or to be made by the Agent on behalf of the Lenders. The Agent will provide the Lenders with such information as may be necessary in order for the Lenders to make payments to the Agent and fund their respective shares of any Borrowing.

(b)

Any amount to be paid by a Lender to the Agent must be available to the Agent at the Agent's Office by 1:00 p.m. on the applicable day. Any amount to be disbursed by the Agent to the Borrower will be made available to the Borrower by crediting the Borrower's account at the Branch of Account or at any other place to be agreed upon from time to time between the Borrower and the Agent.

(a)

The Borrower may convert the whole or any part of the outstanding Borrowings under the Facility from one form of permitted Borrowings to another form of permitted Borrowings and may renew Libor Loans, provided that Libor Loans may be converted prior to the maturity of their respective periods subject to payment by the Borrower of all applicable breakage costs concurrently therewith, and provided further that Letters of Credit may not be converted.

(b)

Sections 2.3 to 2.7, adapted accordingly, apply to a conversion or a renewal.

(c)

Unless they are repaid, converted or renewed upon the maturity date of their respective periods, Libor Loans will then become US Base Rate Loans.

(a)

(i)

the Borrower demonstrates a minimum consolidated EBITDA (for greater certainty, with any adjustment to be made as provided for in Section 1.4(c)) of US$ [Amount redacted - sensitive commercial information] calculated for the 12-month period ending on the date at which the Borrower requests the increase provided under this Section 2.10; and

(ii)

no Default or Event of Default has occurred and is continuing,

then the Borrower may, by notice to the Agent, request an increase up to US$25,000,000 in the amount of the Facility (the "Increase"). The notice must specify the amount of the proposed Increase, which must be a multiple of US$ [Amount redacted - sensitive commercial information], and be accompanied by a Compliance Certificate showing the above minimum EBITDA requirement. Upon receipt of such notice and such Compliance Certificate, the Agent will provide a copy thereof to the Lenders and request them to confirm that they are satisfied that the Borrower has complied with the above minimum EBITDA requirement, and the Lenders will have 15 days to provide their written confirmation. During such period, the Borrower will provide any additional information that the Lenders, through the Agent, may reasonably request to make their assessment. A Lender will be deemed to have confirmed that the minimum EBITDA requirement is satisfied if the Agent has not received a response from such Lender within such 15-day delay.

(b)

If all the Lenders have confirmed that the Borrower has complied with the minimum EBITDA requirement or are deemed to have confirmed such compliance, the Agent will then offer to the Lenders to participate in the Increase pro rata to their Commitments and the Lenders will have 15 days to accept or decline to participate in the Increase. If some but not all of the Lenders accept the offer, then the Agent will offer to the Lenders who have then accepted a portion of the Increase to participate in the remaining unaccepted portion of the Increase pro rata to the Commitments of such Lenders and such accepting Lenders will have 15 days to accept or decline to further participate in such Increase. If after such offers, any portion of the Increase remains unaccepted, then the Borrower shall have the right to offer such unaccepted portion of the Increase to Persons who are not Lenders (provided that such Persons would qualify as a permitted assignee pursuant to Section 19.4(a), and be acceptable to the Agent, acting reasonably), which Persons will have 30 days to accept or decline to participate in the Increase. A Lender, as applicable, will be deemed to have declined to participate in one of the foregoing offers if the Agent has not received a confirmation of acceptance from such Lender within the applicable delay for responding thereto.

(c)

If offers made pursuant to Section 2.10(b) have been accepted, the Agent, the Borrower and the Persons who have accepted such offers will execute an amendment to this Agreement:

(i)

providing that each Person who has accepted to participate in the Increase will have a Commitment under the Facility equal to the amount of its participation in the Increase (or an additional Commitment equal to such amount in the case of a Person who is already a Lender); and

(ii)

containing such other provisions as may be necessary to give effect to the Increase, any required corresponding changes to the Security Documents and the delivery of legal opinions.

(d)

For greater certainty, nothing in this Section is intended to commit any Lender to participate or the Agent to arrange for a participation in the Increase. Notwithstanding any other provision of this Agreement, an amendment agreement giving effect to the Increase will not require the consent of Lenders other than those participating in the Increase.

(e)

An upfront fee calculated on the principal amount of the Increase will be payable by the Borrower to the Agent for distribution among the Lenders participating in the Increase pro rata to their Commitments under the Increase. The amount of such upfront fee shall be consistent with prevailing market rates at the time of granting of the Increase.

(a)

The Borrower may request that the Maturity Date be extended for a one year period by delivering to the Agent a written notice to that effect during the period commencing on the 120th day and ending on the 90th day prior to the then current Maturity Date. If all Lenders agree, in their discretion, to the extension request within 60 days from the receipt of such notice, the Agent will notify the Borrower of same and the Maturity Date will be extended for a period of one year from the then current Maturity Date. Subject to Section 2.11(b), unless all Lenders agree to the extension request with such 60-day period, the Maturity Date will not be extended and the Borrowings will be repayable on the then current Maturity Date.

(b)

If a group of Lenders whose Commitments amount in the aggregate to more than 66⅔% (but less than 100%) of the Facility have agreed to an extension of the Maturity Date in accordance with Section 2.11(a), the Agent will notify the Borrower of same, specifying the names of the Lenders who have not provided their consent (the "Non-Extending Lenders"). After receipt of such notice and for a period of 30 days, the Borrower will be entitled to exercise any of the following options (or a combination of them):

(i)

the Borrower may require that each such Non-Extending Lender assign its rights under the Facility to another Person who has agreed to assume the Commitment of such Non-Extending Lender and to consent to the extension, provided that no such assignment and assumption will be effective unless Section 19.4 is complied with and the consideration payable to such Non-Extending Lender for the assignment includes all amounts owed to such Non-Extending Lender in respect of the Facility (plus breakage costs, if any) and is paid to the latter by the assignee; and

(ii)

the Borrower may cancel in its entirety the Commitment of each Non-Extending Lender provided that no such cancellation will be effective unless all amounts owed to such Non-Extending Lender in respect of the Facility (including breakage costs, if any) are paid to it.

(c)

If the Commitments of all Non-Extending Lenders under the Facility have been assumed or cancelled in accordance with Section 2.11(b) within the 30-day period specified therein, the Agent will notify the Lenders of same and the Maturity Date of the Facility will be extended for a period of one year from the then current Maturity Date. However, if the Commitments of all Non-Extending Lenders under the Facility have not been assumed or cancelled in accordance with Section 2.11(b) within such 30-day period, the Maturity Date will not be extended and the Agent will notify the Borrower and the Lenders of same, and the Borrowings will be repayable on the then current Maturity Date.

(a)

Libor Loans may be obtained for periods of one, two, three or six months (or such other periods as may be requested by the Borrower and approved by the Lenders), but must mature on a Business Day which is not later than the Maturity Date.

(b)

Libor Loans must be in multiples of US$ [Amount redacted - sensitive commercial information], with a minimum amount of US$ [Amount redacted - sensitive commercial information] per Borrowing.

(c)

The Borrower must ensure that no more than 5 different Borrowings by way of Libor Loans are outstanding at any time.

(a)

it is unable to obtain US Dollars in the London inter-bank market,

(b)

a law, regulation, administrative decision or guideline, or a Court decision has made it unlawful or prohibits such Lender from making or maintaining Libor Loans, or has imposed costs or constraints on such Lender that do not exist on the date hereof in respect of Libor Loans, or

(c)

Libor is less than its effective funding cost for making or maintaining Libor Loans,

(a)

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.

(b)

Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

(c)

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.4.

(d)

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Libor) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify available tenors for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may reinstate such tenors for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)

Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any notice of Borrowing requesting a Libor Loan or any notice requesting a conversion or renewal of an existing Borrowing as a Libor Loan, will be ineffective, and (ii) the Borrower may repay any outstanding Libor Loan or convert it as a US Base Rate Loan.

(f)

(i)

LIBOR Discontinuance. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel any Libor panel bank, being a bank which contributes submissions to the ICE LIBOR, to provide quotations to the IBA for the purposes of the IBA administering the Libor. As a result, it is possible that commencing in 2022, the Libor may no longer be available or deemed an appropriate reference rate upon which to determine the interest rate on Libor Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the Libor. The Parties acknowledge that, as a result of the circumstances described above, a Benchmark Transition Event may occur.

(ii)

Alternate Benchmark Rate. The Parties also acknowledge that there is no assurance that the composition or characteristics of any such alternate benchmark rate will be similar to or produce the same value or economic equivalence as the Libor or that it will have the same volume or liquidity as did the Libor prior to its discontinuance or unavailability.

(g)

(1)

the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2)

the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3)

the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

(1)

for purposes of clauses (1) and (2) of the definition of "Benchmark Replacement," the first alternative set forth in the order below that can be determined by the Agent:

a.

the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such interest period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

b.

the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such interest period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2)

for purposes of clause (3) of the definition of "Benchmark Replacement," the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;

(1)

in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)

in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein; or

(3)

in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Majority Lenders.

(1)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

(1)

a notification by the Agent to (or the request by the Borrower to the Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)

(a)

The Administrative Agent will (i) promptly notify the Borrower and each of the Lenders of such demand, and (ii) make demand on each Lender for an amount equal to its pro rata share of the relevant amount;

(b)

On the second Business Day following the date of the demand made by the Administrative Agent under (a) above, each Lender will pay to the Administrative Agent the amount demanded of it pursuant to (a)(ii) above; and

(c)

The Administrative Agent will pay the relevant amount to the Issuing Lender and the Issuing Lender will pay the relevant amount together with the balance of the amount demanded to the Person entitled thereto on the date upon which the relevant amount becomes payable under the Letter of Credit or as soon as possible thereafter.

(i)

Any lack of validity or enforceability of any Credit Document or the Letters of Credit;

(ii)

Any amendment or waiver of or any consent to or actual departure from this Agreement;

(iii)

The existence of any claim, set‑off, defence or other right which the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), the Issuing Lender or any other Person or entity, whether in connection with this Agreement, the transactions contemplated herein or in any other agreements or any unrelated transactions;

(iv)

any document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect except for non‑compliance with the payment conditions of such Letter of Credit; or

(v)

any other circumstance whatsoever, whether or not similar to any of the foregoing.

(a)

The Borrower must pay to the Agent, for distribution to the Lenders, a standby fee on the unused portion of the Facility during its availability period. The standby fee will be calculated daily at an annual rate equal to the Applicable Rate. The standby fee will be payable quarterly in arrears on the first Business Day of the following month.

(b)

The Standby fee will be distributed to the Lenders pro rata to their respective Commitments.

(a)

Interest rates and fees calculated at the Applicable Margins or Rates are annual rates and are calculated daily on the basis of a year of 365 days or, in the case of a leap year, 366 days, except for (i) Libor Loans, and (ii) US Base Rate Loans when the "federal funds effective rate" applies, where in each case rates are calculated on the basis of a 360‑day year.

(b)

For the purposes of the Interest Act (Canada) only, the annual rate of interest equivalent to a rate otherwise calculated under this Agreement is equal to the rate so calculated multiplied by the actual number of days included in a given year and divided by 365 days or, in the case of a leap year, 366 days (or by 360 days, in the case of a rate calculated on the basis of a 360‑day year).

(a)

Any amount (in principal, interest or otherwise) which is not paid when due will bear interest at the US Base Rate in effect from time to time, plus the Applicable Margin increased by [Percentage redacted - sensitive commercial information].

(b)

Interest on arrears is compounded monthly and is payable on demand.

(a)

On the third Business Day following the receipt by the Borrower of any net cash proceeds from any termination, rescission or disposition of Metal Purchase Contracts to any Person other than a Credit Party in excess of US$ [Amount redacted - sensitive commercial information] per annum:

(i)

the Borrower must notify the Agent of same;

(ii)

the amount of the Facility will be permanently reduced by an amount equal to the amount of such net cash proceeds; and

(iii)

the Borrower must make a prepayment in an amount sufficient for the outstanding Borrowings (expressed in US Dollars) not to exceed the amount of the Facility after such reduction.

In respect of any Libor Loans which are being prepaid before maturity date of their respective periods as a result of this Section 6.2, the Borrower must pay all applicable breakage cost concurrently with such prepayment.

(a)

The Borrower may at any time (without cost or penalty other than in respect of Section 6.3(c)) make optional prepayments on outstanding Borrowings under the Facility without affecting the right of the Borrower to re‑borrow under the Facility up to its maximum available amount.

(b)

The notice and minimum amount requirements of Section 2.5 apply to any optional prepayment.

(c)

No optional prepayment may be made in respect of Libor Loans before the maturity date of their respective periods unless all applicable breakage costs are paid by the Borrower concurrently with such prepayment.

(a)

the Agent and the Lenders must have received, in form and substance satisfactory to them, each of the following documents:

(i)

a certified copy of the constating documents of each Material Credit Party;

(ii)

a certified copy of the documents evidencing the authority and attesting to the authenticity of the signatures of the Persons acting on behalf of each Material Credit Party;

(iii)

a certificate of good standing in respect of each Material Credit Party;

(iv)

a Corporate Structure Chart;

(v)

the Security Documents required to be delivered pursuant to Article 9 and evidence of all related required registrations, notifications or filings in all relevant jurisdictions;

(vi)

the original certificates evidencing the equity interests pledged under the Security together with stock transfer powers (as applicable);

(vii)

a certificate evidencing the insurance coverage, for any new Material Credit Party, required to be maintained by the Credit Parties pursuant to this Agreement, and endorsements of those policies each showing loss payable to the Agent and showing the Agent as an additional insured under all liability policies, as applicable;

(viii)

a copy of all Metal Purchase Contracts, which has not already been delivered to the Agent and the Lenders;

(ix)

a certificate by a senior financial officer of the Borrower as to matters of fact, and certifying that: (A) the representations and warranties of the Credit Parties contained in the Credit Documents are true and accurate in all material respects; and (B) no Default has occurred and is continuing;

(x)

all documentation and other information required by the Lenders to satisfy their respective "Know Your Client" obligations and the requirements of any Anti-Money Laundering Laws that have been reasonably requested in writing not less than five Business Days prior to the Effective Date by the Agent or any Lender;

(xi)

legal opinions addressed to the Agent and the Lenders from counsel to the Credit Parties relating to such matters as the Agent and the Lenders may reasonably require; and

(b)

all fees and expenses owing by the Borrower to the Agent, the Lenders and their counsels as at the Effective Date have been or will be paid on such date.

(a)

if the Agent has not received timely notice of such Borrowing, conversion or renewal; or

(b)

if a Default is in existence or would occur as a result of such Borrowing, conversion or renewal.

(a)

Subject to the delay provided for in Section 1.2, to the extent applicable, to secure the performance of all of the obligations (a) of the Borrower under the Facility, and (b) of the Credit Parties under (i) the Hedging Agreements (other than Excluded Swap Obligations), (ii) the Credit Card Obligations, (iii) the Transfer and Deposit Obligations (iv) the LC Obligations and (v) any Erroneous Payment Subrogation Rights, each Material Credit Party must provide in favour of the Agent and the Lenders security over all of their assets, movable/personal and immovable/real, tangible and intangible, corporeal and incorporeal, present and future, including their assets consisting of shares or other ownership interests in any Credit Party.

(b)

Each Material Credit Party must also enter into blocked account agreements and account control agreements in respect of, respectively, each deposit accounts held by the Borrower, as well as accounts maintained with brokers other than the Agent consisting of (i) securities accounts, and (ii) bullion, metal or other commodities accounts not constituting securities accounts under applicable securities transfer legislation; it is however understood that:

(i)

the Borrower shall not be required to deliver a blocked account agreement in respect of the deposit account number [Account number redacted - confidentiality reasons] held in the name of [Name of account holder redacted - confidentiality reasons] with [Name of bank redacted - confidentiality reasons] until such account reaches US$ [Amount redacted - sensitive commercial information], at which point the Borrower shall promptly deliver or cause to be delivered in favour of the Agent a satisfactory blocked account agreement in respect of such account;

(ii)

the Borrower shall not be required to deliver a blocked account agreement in respect of the deposit accounts number [Account number redacted - confidentiality reasons] held with [Name of bank redacted - confidentiality reasons] until any such account reaches US$ [Amount redacted - sensitive commercial information], at which point the Borrower shall promptly deliver or cause to be delivered in favour of the Agent a satisfactory blocked account agreement in respect of such account;

(iii)

the Borrower shall not be required to deliver a blocked account agreement in respect of the account number [Account number redacted - confidentiality reasons] held with [Name of bank redacted - confidentiality reasons] in connection with its ATM program until such account reaches US$ [Amount redacted - sensitive commercial information], at which point the Borrower shall either (A) cause any amounts deposited therein in excess of the aforementioned threshold to be transferred within 3 Business Days following the date at which this threshold has been exceeded in another account of the Borrower that is subject to a blocked account agreement made in favour of the Agent, or (B) promptly notify the Agent of the fact that amounts in this account exceed the aforementioned threshold and promptly deliver or cause to be delivered in favour of the Agent a satisfactory blocked account agreement in respect of such account; and

(iv)

the Borrower shall not be required to deliver a blocked account agreement in respect of the deposit account number [Account number redacted - confidentiality reasons] held in the name of the Borrower with [Name of bank redacted - confidentiality reasons], subject that the Borrower shall deliver to the Agent satisfactory evidence that this account shall have been closed no later than the date which falls three months after the date of this Agreement, failing which the Borrower shall promptly deliver or cause to be delivered in favour of the Agent a satisfactory blocked account agreement in respect of such account.

(c)

The provisions of Section 9.2(b) must be complied with as soon as reasonably possible but no later than 60 days from the date of opening the relevant account.

(a)

Each Material Credit Party who owns Capital Stock in another Material Credit Party must ensure, to the extent permitted by law, that such Capital Stock is evidenced by certificates and must deliver all such certificates to the Agent for the purposes of the Security.

(b)

The provisions of Section 9.3(a) must be complied with within 60 days from the date of acquisition of such shares or interests.

(a)

The Borrower must cause each landlord or bailee of any premises used to store metal inventory of any Material Credit Party (i) to acknowledge that the rights of the applicable Material Credit Party with respect to such premises are subject to the Security and may be transferred in the course of enforcement of the Security, and (ii) to covenant that it will grant to the Agent access to the premises in connection with a realization of the Security and upon termination of the underlying lease, bailee agreement or related agreement.

(b)

The provisions of Section 9.4(a) must be complied with, as regards future premises, within 30 days of the relevant premises being used to store metal inventory of any Material Credit Party.

(a)

The Borrower must cause each counterparty to each Material Metal Purchase Contract to enter into an acknowledgment and consent agreement (an "Acknowledgment and Consent Agreement") with the Agent and the applicable Material Credit Party in form and substance satisfactory to the Agent, each such Acknowledgment and Consent Agreement to provide for, inter alia, (i) an acknowledgement by such counterparty that the Security charges the rights of the applicable Material Credit Party under the relevant Material Metal Purchase Contract in favour of the Agent and that the Agent is entitled to assign such rights to it or any other Person designated by it in connection with the realization of the Security, (ii) a right of the Agent to substitute itself to the applicable Material Credit Party under the relevant Material Metal Purchase Contract in order to perform the obligations of such Material Credit Party thereunder or to cure a default thereunder, and (iii) any other provision or right which may be reasonably requested by the Agent.

(b)

The Borrower will deliver to the Agent, as soon as reasonably possible but no later than 60 days of the execution or acquisition of the applicable Material Metal Purchase Contract or within 60 days of such Metal Purchase Contract becoming a Material Metal Purchase Contract, as the case may be.

(a)

The Security will also secure the obligations of any Credit Party to any Lender (i) as counterparty under Hedging Agreements with the Credit Parties, (ii) under or arising from credit card agreements between any Lender and any Credit Party (hereafter, "Credit Card Obligations"), (iii) under or arising from the execution or processing of transfer of funds (electronic or otherwise) to or from accounts of any Credit Party with such Lender, or from the acceptance for deposit or the honouring by such Lender of any cheque, payment instruction or other item, or from any cash management service provided by such Lender (hereafter, "Transfer and Deposit Obligations"), (iv) under LC Obligations and (v) any Erroneous Payment Subrogation Rights.

(b)

The Agent will act as agent for the Lenders in their capacity as counterparties under the Hedging Agreements with any Credit Party (hereafter, the "Hedging Creditors"), as creditors under credit card obligations (hereafter, the "Credit Card Creditors"), as creditors under transfer and deposit obligations (hereafter, the "Cash Management Creditors") and as Issuing Lenders, in each case, for all purposes of the Security Documents, including the enforcement thereof. For such purposes, the provisions of Article 16, Article 17 and Article 18 (adapted accordingly) will also apply to the Hedging Creditors, the Credit Card Creditors, the Cash Management Creditors and the Issuing Lenders. However, until termination and repayment in full of the Facility, the claims of the Hedging Creditors, the Credit Card Creditors, the Cash Management Creditors and the Issuing Lenders will not be taken into account in any situation where a decision regarding the Security has to be made by the Lenders, including any enforcement or release thereof.

(c)

The rights of the Lenders, the Hedging Creditors, the Credit Card Creditors, the Cash Management Creditors and the Issuing Lenders under the Security will rank pari passu. Any proceeds of realization of the Security to be distributed to the Hedging Creditors, the Credit Card Creditors and the Cash Management Creditors will be allocated among them pro rata to their claims (irrespective of the dates of the related agreements).

(d)

Each Hedging Creditor will calculate its claim under any Hedging Agreement in accordance with normal market practices (using the mark-to-market method whenever applicable) and after giving effect to any close‑out, netting arrangement or right of set‑off provided by contract or permitted by law;

(e)

The Hedging Agreements, Credit Card Obligations and Transfer and Deposit Obligations secured by the Security will consist of Hedging Agreements, Credit Card Obligations and Transfer and Deposit Obligations made or incurred at a time when the creditor thereof is (or was) a Lender. For greater certainty, the Security (to the extent not released by the Lenders) will continue to secure the obligations of the Credit Parties to any such creditor under such agreements or obligations after termination and repayment in full of the Facility or after such Hedging Creditor, Credit Card Creditor or Cash Management Creditor has ceased to be a Lender.

(f)

The Agent will be entitled at any time to assume that the only Lenders with a Hedging Creditor, Credit Card Creditor or Cash Management Creditor status are those who have notified the Agent of such status prior to such time.

(a)

is a Person duly constituted and organized, validly existing and in good standing under the laws of the jurisdiction of its constitution;

(b)

has all requisite corporate or other power necessary to own its assets and carry on its business as now being or as proposed to be conducted; and

(c)

is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify could have a Material Adverse Effect.

(a)

None of the Credit Parties or any of their Affiliates:

(i)

is, to the Borrower's knowledge, under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law;

(ii)

has been, to the Borrower's knowledge with respect to Affiliates of a Credit Party, assessed civil penalties under any Anti-Money Laundering Laws;

(iii)

has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws;

(iv)

is using or will use the proceeds of the Facility in any manner that would result in a violation of Sanctions , including for the purpose of financing or making fund's available directly or indirectly to any Person or entity which is a Sanctioned Person; or

(v)

is contributing or will contribute or otherwise make available the proceeds of the Facility to any other Person or entity for the purpose of financing activities of any Person or entity which is a Sanctioned Person, to the extent such contribution or provision of proceeds would be prohibited by Sanctions or would otherwise cause any Person to be in breach of Sanctions.

(b)

None of the Credit Parties or any of their Affiliates, nor their respective officers, directors, agents, employees or, to the knowledge of the Borrower, any Person acting on their behalf:

(i)

is a Sanctioned Person; or

(ii)

has received notice of or is aware of any claim, action , suit , proceeding or investigation against it with respect to Sanctions.

(a)

Legal Existence - preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, subject however to Section 12.3;

(b)

Legal Compliance - comply with the requirements of all laws and regulations applicable to it and its business and assets (including Environmental Laws) and with all orders of governmental or regulatory authorities which, if not complied with, could have a Material Adverse Effect; and comply with the requirements of all Anti-Money Laundering Laws and Anti-Corruption Laws in all respects;

(c)

Payment of Taxes - pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property or assets prior to the date on which penalties or interest attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained;

(d)

Maintenance of Property - maintain all of its properties and assets used or useful in its business in good working order and condition, ordinary wear and tear excepted;

(e)

Material Agreements - perform its obligations under and preserve and maintain in force all agreements to which it is a party that are material to its operations and business, including, for greater certainty but without limitation, the Metal Purchase Contracts;

(f)

Insurance - insure and keep insured its property and assets and maintain civil liability insurance, for such coverage as a prudent administrator would obtain for similar property, assets and businesses and with financially sound and reputable insurance companies;

(g)

Records - keep adequate records and books of account, in which complete entries will be made in accordance with GAAP; and

(h)

Access - permit representatives of the Agent and the Lenders, upon reasonable prior notice and during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its properties or assets, and to discuss its business and affairs with its officers.

(a)

Funded Debt to the Agent and the Lenders under the Credit Documents;

(b)

Funded Debt among the Material Credit Parties;

(c)

Funded Debt permitted to be secured by Permitted Liens up to an aggregate maximum amount at anytime outstanding of US$2,000,000;

(d)

Funded Debt arising from Hedging Agreements or credit card agreements with any Lender; and

(e)

the Yamana Deferred Payment.

(a)

enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party (other than the Borrower) may merge or amalgamate with any Material Credit Party (other than the Borrower) and any Credit Party may merge or amalgamate with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) if the following conditions are fulfilled:

(i)

no Default occurs as a result of the merger or amalgamation;

(ii)

the surviving or amalgamated entity executes and delivers to the Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties (and in the case of any Security Document, that the related Security continue to be effective and perfected with respect to the assets of such successor entity);

(iii)

the surviving or amalgamated entity is solvent after the merger or amalgamation; and

(iv)

the Agent has been provided with reasonable advance notice of the merger or amalgamation and, prior to or concurrently with the merger or amalgamation, with satisfactory evidence of compliance with the requirements of clauses (i), (ii) and (iii) including such financial information, certificates, documents and legal or other professional opinions as the Agent may reasonably request;

(b)

sell, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a "disposition"), any property except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition);

(i)

any Permitted Disposition; and

(ii)

any disposition by a Credit Party (other than the Borrower) to any Material Credit Party, provided that the conditions of paragraph (a) above are fulfilled in the case of a disposition of any material part of the assets of the transferor (to the extent applicable and adapted as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property or assets of the transferor, the latter may wind-up or dissolve itself after completion of such disposition; or

(c)

carry on any business, directly or indirectly, other than the businesses currently carried on by the Credit Parties and activities ancillary or reasonably related thereto.

(a)

Permitted Investments, but only to the extent that no Default would occur as a result of such Investment; and

(b)

cash equivalent investments made for cash management purposes.

(a)

financial assistance provided to a Material Credit Party; and

(b)

financing arrangements made between a Credit Party and one of its Affiliates pursuant to which an indebtedness is created in favour of such Credit Party or presented in its balance sheet but no cash has been advanced by such Credit Party in respect thereof.

(a)

unqualified audited annual financial statements of the Borrower, on a consolidated basis, accompanied by the applicable consolidating statement;

(b)

annual business plans and annual operating and capital budgets for the current financial year, prepared on a consolidated basis for the Borrower; and

(c)

a Compliance Certificate.

(a)

the unaudited financial statements of the Borrower for the relevant financial quarter, on a consolidated basis, accompanied by the applicable consolidating statement, together with management comments; and

(b)

a Compliance Certificate.

(a)

the Borrower defaults in the payment when due of any amount owing under the Facility in respect of principal, or a Credit Party defaults for more than three Business Days in the payment of any other amount owing under a Credit Document;

(b)

a Credit Party (i) fails to make a payment or payments exceeding in the aggregate US$500,000 in respect of any indebtedness (other than the Facility and Hedging Agreements with Lenders), when and as due, and such failure continues for more than five Business Days, (ii) is in default under any agreement or agreements relating to indebtedness (other than the Facility) exceeding US$500,000 in the aggregate if the effect of such default is to accelerate or to permit the acceleration of such indebtedness and such default continues after the applicable notice or grace period, if any, or (iii) a Credit Party fails for more than three Business Days to make a payment due under a Hedging Agreement with a Lender;

(c)

there occurs an early termination or a material default under any Metal Purchase Contract and such default continues after the applicable grace period;

(d)

any representation, warranty or certification made or deemed made by a Credit Party in any Credit Document proves to be false or misleading as of the time made in any material respect;

(e)

any of the financial covenants of Article 13 is not maintained;

(f)

any of the provisions of Article 9, Article 12 or Article 14 is not complied with and such non-compliance continues for a period of 10 Business Days;

(g)

a Credit Party becomes unable to pay its debts generally as such debts become due or is adjudicated bankrupt or insolvent;

(h)

a Credit Party (i) applies for or consents to or is the subject of an order for the appointment of a receiver, interim receiver or trustee (or any Person performing similar functions) in respect of itself or of all or a substantial part of its assets, (ii) makes a general assignment for the benefit of its creditors, (iii) takes advantage of any law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding‑up, or (iv) takes any action for the purpose of effecting any of the foregoing;

(i)

a proceeding (or any similar action) is commenced against a Credit Party seeking (i) its bankruptcy, reorganization, liquidation, dissolution, arrangement or winding‑up, or similar relief, (ii) the appointment of a receiver, interim receiver or trustee (or any Person performing similar functions) in respect of itself or of all or any substantial part of its assets, or (iii) the seizure or the attachment of, or the enforcement of remedies on, any part of its assets having a value of more than US$500,000, and, in each case, such proceeding (or similar action) is not dismissed or withdrawn after a period of 60 days, provided that such grace period will apply only if such proceeding (or action) is diligently contested in good faith and does not disrupt the business or normal operations of the Credit Party concerned;

(j)

except as otherwise contemplated in this Section 15.1, a Credit Party defaults in the performance of any of its other obligations under a Credit Document and such default continues unremedied for a period of 15 Business Days after the receipt by the Borrower of a notice to that effect from the Agent;

(k)

a Person or a group of Persons acting jointly or in concert, other than The Orion Mine Finance Group of Funds or one of its Affiliates, acquires Control of the Borrower; or

(l)

there occurs a Material Adverse Change.

(a)

terminate the right of the Borrower to use the Facility;

(b)

declare all indebtedness of the Borrower under the Credit Documents to be immediately payable and demand immediate payment of the whole or part thereof; and

(c)

exercise all of the rights and remedies of the Agent and the Lenders including their rights and remedies under any Credit Document;

(a)

The Agent is authorized to hold any Security on behalf of the Lenders and to execute in their name any Security Document. For greater certainty, the Agent, as part of its duties as Agent, is authorized to act as hypothecary representative of the Lenders for the purposes of any hypothec granted by any Material Credit Party pursuant to article 2692 of the Civil Code of Québec;

(b)

The Agent will provide the Lenders with copies of any Security Document;

(c)

The Agent is authorized to act alone to release the Security with respect to any property which is the subject of a Permitted Disposition or which is no longer required to be subject to the Security, including a release of the transferor in the event of a disposition complying with Section 12.3(b)(ii).

(a)

The Lenders may share with each other any information held by them regarding the financial condition, business or property of the Credit Parties or relating to matters contemplated by the Credit Documents or the Hedging Agreements. The Lenders may also provide such information on a confidential and need-to-know basis to any financial institution which is a prospective assignee of Commitments or a participant or a prospective participant in the Facility, a prospective counterparty to any Hedging Agreement or a prospective Issuing Lender;

(b)

The Agent may disclose to any agency or organization that assigns standard identification numbers to credit facilities such basic information describing the Facility as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such information and instructed to make available to the public only such information as such Person normally makes available in the course of its business of assigning identification numbers. In addition, the Agent may provide to Loan Pricing Corporation or other recognized publishers of information for circulation in the loan market information of the type customarily provided by financial institutions to Loan Pricing Corporation.

(a)

Where a Lender has become in default (a "defaulting Lender"), the Agent will notify the Borrower and each Lender of that fact after having acquired actual knowledge of same. For the purposes of this Agreement, a Lender will be deemed to be in default if (i) such Lender has failed to fund its share of any requested or outstanding Borrowing hereunder (including any related adjustment), (ii) such Lender has notified the Borrower and the Agent, as well as any Issuing Lender, that it does not intend to comply with its funding obligations hereunder or has made a public statement to such effect (except if such position is based on the existence of a Default), or (iii) if any of the events listed in Sections 15.1(h) or 15.1(i) occurs in respect of such Lender or a Person who Controls such Lender.

(b)

At any time following the date of a notification under Section 17.15(a), the Borrower will be entitled to require that each such defaulting Lender assign its rights under the Facility to a Person who would be a permitted assignee under Section 19.4 and has agreed to assume the Commitment of such defaulting Lender. However, no such assignment and assumption will be effective unless the consideration payable to such defaulting Lender for the assignment includes all amounts owed to such defaulting Lender in respect of the Facility and is paid to the latter by the assignee (together with breakage costs if any). Section 19.4 will apply (adapted accordingly) to the said assignment and assumption and any defaulting Lender will take all such actions as are required to promptly effectuate same.

(c)

Notwithstanding any other provision of this Agreement, from the time a Lender becomes a defaulting Lender:

(i)

such defaulting Lender will not be entitled to vote on any issue (other than on a reduction of a principal amount payable to it and any increase or extension of its Commitment) and, subject to the foregoing exceptions, the entirety of its Commitment will be disregarded in the calculation of all Majority Lenders' or Lenders' unanimous decisions;

(ii)

standby fees and Letters of Credit fees will not accrue and not be payable in respect of such defaulting Lender's Commitment, provided that Letter of Credit fees relating to such defaulting Lender's obligations that are reallocated pursuant to clause (iv) below will be payable to the Lenders to whom such obligations have been reallocated;

(iii)

such defaulting Lender will not participate in any new Borrowing and its Commitment will be disregarded in the calculation of the pro rata share of the Lenders in any new Borrowing;

(iv)

the funding obligations of the defaulting Lender in respect of payments made by any Issuing Lender under Letters of Credit will be reallocated among the other Lenders and will be calculated excluding the defaulting Lender's Commitment from the pro rata share of the funding obligations of the other Lenders, but only to the extent such reallocation and calculation does not cause the outstanding Borrowings owing to any non-defaulting Lender to exceed the amount of its Commitment under the Facility and provided that no such reallocation will release the defaulting Lender from its obligations hereunder;

(v)

if a reallocation contemplated in clause (iv) above cannot be effected (in full or in part), the Borrower will prepay, or provide cash collateral to secure the un-reallocated portion of the funding obligations referred to herein in respect of Letters of Credit;

(vi)

the Agent will be entitled to withhold any amount that would otherwise be distributed or payable to a defaulting Lender and to apply (in the order determined by the Agent) any such amount to the obligations of such defaulting Lender hereunder or to outstanding Borrowings owing to the non-defaulting Lenders.

(d)

A Lender who becomes a defaulting Lender will retain such status until the Agent notifies such defaulting Lender and any relevant Issuing Lender that they are satisfied that all existing defaults in respect of such Lender have been remedied and that such Lender has the financial ability to perform its obligations hereunder. Concurrently with such notification, the Agent will make such adjustments among the Lenders as are necessary to give effect to the foregoing and to the fact that Section 17.15(c) has ceased to apply in respect of the Lender concerned, provided that no retroactive adjustments will be made (including with respect to interest and fees).

(e)

For greater certainty, (i) the default by a Lender to perform its obligations hereunder will not relieve any other Lender from its obligations hereunder (including to fund Borrowings in the proportion of its Commitment), and (ii) an assignment of the Commitment of a defaulting Lender will not relieve such defaulting Lender from its obligations to indemnify any other party from the consequences of its default.

(a)

If the Agent notifies a Lender, Issuing Lender or other secured party, or any Person who has received funds on behalf of a Lender, Issuing Lender or other secured party such Lender or Issuing Lender (any such Lender, Issuing Lender, other secured party or other recipient, a "Payment Recipient") that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause(b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender, other secured party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an "Erroneous Payment") and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuing Lender or other secured party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of (x) in respect of an Erroneous Payment in US Dollars, the Federal Funds Rate; and (y) a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)

Without limiting immediately preceding clause (a), each Lender, Issuing Lender or other secured party, or any Person who has received funds on behalf of a Lender, Issuing Lender or other secured party such Lender or Issuing Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender or other secured party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)

(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)

such Lender, Issuing Lender or other secured party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 17.16(b).

(c)

Each Lender, Issuing Lender or other secured party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuing Lender or other secured party under any Credit Document, or otherwise payable or distributable by the Agent to such Lender, Issuing Lender or other secured party from any source, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d)

In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender or Issuing Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an "Erroneous Payment Return Deficiency"), upon the Agent's notice to such Lender or Issuing Lender at any time, (i) such Lender or Issuing Lender shall be deemed to have assigned its Loans (but not its Commitments) of the Facility with respect to which such Erroneous Payment was made (the "Erroneous Payment Impacted Class") in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the "Erroneous Payment Deficiency Assignment") at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption as to which the Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and, as applicable, such Lender or Issuing Lender shall deliver any notes evidencing such Loans to the Borrower or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Lender shall cease to be a Lender or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Lender and (iv) the Agent may reflect in a register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuing Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Lender or other secured party under the Credit Documents with respect to each Erroneous Payment Return Deficiency (the "Erroneous Payment Subrogation Rights").

(e)

The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrower or any other Credit Party for the purpose of making such Erroneous Payment.

(f)

To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on "discharge for value" or any similar doctrine.

(g)

Each party's obligations, agreements and waivers under this Section 17.16 shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Credit Document.

(a)

the extension of the Maturity Date;

(b)

any increase in the amount of the Facility (other than pursuant to Section 2.10) or any change of Borrower;

(c)

any postponement of the due date, any subordination or any reduction of any amount payable hereunder;

(d)

any reduction of any interest rate or fee (including any amendment to Schedule "A" which would have the same economic effect) but excluding any reduction resulting from the determination of the Applicable Margin (or Rate) in accordance with Schedule "A";

(e)

any release or subordination of any portion of the Security; and

(f)

the provisions of Sections 8.1 and 19.9, any Event of Default provided in Sections 15.1(a), 15.1(c), 15.1(g), 15.1(h), 15.1(i) the provisions of Article 16, Article 17 and Article 18 and the definition of the "Majority Lenders".

(a)

A Lender (the "Assignor") may assign, in whole or in part, its Commitment (including outstanding Borrowings owing to it) to any Person who makes, purchases or otherwise invests in commercial loans in the ordinary course of its business (the "Assignee"). The assignment must be made in an instrument in substantially in the form of Schedule "F". The Assignor must pay to the Agent, for its own account, an assignment fee of US$5,000. When the assignment becomes effective, the Assignee will become a Lender and will benefit from the rights and be liable for the obligations of the Assignor, proportionately to the assigned Commitment, and, to the same extent, the Assignor will be released from its obligations;

(b)

No partial assignment of a Commitment may be made if the residual amount of the total Commitment of the Assignor or if the total Commitment of the Assignee is less than US$ [Amount redacted - sensitive commercial information];

(c)

Concurrently with any assignment in favour of an Assignee who is not, at the time of the assignment, party to this Agreement, each Credit Party who has provided Security (if so requested by the Agent) must acknowledge that the Assignee is entitled to the benefit of the Security;

(d)

Each assignment by a Lender is subject to the prior consent of the Agent and of any Issuing Lender, and, if made at a time when no Event of Default is continuing, to the prior consent of the Borrower (which consents will not be unreasonably withheld, conditioned or delayed). However, no such consent of the Borrower will be required if the Assignee is already a Lender.

(e)

Sections 19.4(a) to 19.4(d) do not apply to a participation that a Lender may grant to another financial institution provided that no such participation will release any Lender from its obligations under the Credit Documents;

(f)

No assignment or participation made at a time no Event of Default is continuing may increase for the Borrower the costs of the Borrowings pursuant to Section 7.5, except if the Borrower has consented to such increase.

(a)

The Borrower must pay on demand the amount of all reasonable out-of-pocket costs and expenses (including reasonable legal and other professional fees) incurred by the Agent in connection with the Facility and the preparation, negotiation, execution, syndication and administration of the Credit Documents, as well as the reasonable costs and expenses incurred by the Agent or the Lenders in connection with the enforcement of, or the preservation of any rights under, any Credit Document;

(b)

If any law, regulation, administrative decision or guideline or decision of a court (i) increases the cost of any which of the Facility for any Lender or (ii) reduces the income receivable by any Lender from the Facility (including, without limitation, by reason of the imposition of reserves, taxes or requirements as to the capital adequacy of such Lender, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or Canadian regulatory authorities, in each case pursuant to Basel III, regardless of the dated enacted, adopted or issued but in no event by reason of taxes on the overall net income of a Lender), such Lender may send to the Borrower a statement indicating the amount of such additional cost or reduction of income; in the absence of manifest error, this statement will be conclusive evidence of the amount of such additional cost or reduction of income and the Borrower must pay forthwith said amount to such Lender.

(c)

The Borrower must pay on demand the amount of any loss suffered by a Lender as a result of the conversion or repayment of a Borrowing before the maturity date of its period, irrespective of the cause of such conversion or repayment (including a repayment before maturity resulting from a demand for payment after the occurrence of an Event of Default). In the absence of manifest error, a statement prepared by the affected Lender indicating the amount of such loss and the method by which the loss was calculated will be binding and conclusive;

(d)

The Borrower must indemnify the Agent, the Lenders, their Affiliates and their respective officers, directors, employees and agents (each, an "indemnitee") and hold them harmless from and against all losses, liabilities, claims, damages or expenses (including costs to defend any claim) suffered or incurred by or made against any of them in any manner whatsoever as a result of any Default or non-compliance by any Credit Party with any law or regulation applicable to the operations of, or to any property owned or operated by, any Credit Party, except for any losses, liabilities, claims damages or expenses suffered by an indemnitee and resulting from the gross negligence or wilful misconduct of such indemnitee.

NOMAD ROYALTY COMPANY LTD.

Per:

(signed) Vincent Metcalfe

Name:

Vincent Metcalfe

Title:

Chief Executive Officer

Per:

(signed) Elif Lévesque

Name:

Elif Lévesque

Title:

Chief Financial Officer

THE BANK OF NOVA SCOTIA
as Agent

Per:

(signed) Clement Yu

Name:

Clement Yu

Title:

Director

Per:

(signed) Venita Ramjattan

Name:

Venita Ramjattan

Title:

Analyst

THE BANK OF NOVA SCOTIA
as Lender

Per:

(signed) Elizabeth Daponte

Name:

Elizabeth Daponte

Title:

Managing Director

Per:

(signed) Rannon Stuive

Name:

Rannon Stuive

Title:

Associate Director

CANADIAN IMPERIAL BANK OF COMMERCE
as Lender

Per:

(signed) Kazim Mehdi

Name:

Kazim Mehdi

Title:

Executive Director

Per:

(signed) Jens Paterson

Name:

Jens Paterson

Title:

Executive Director

ROYAL BANK OF CANADA
as Lender

Per:

(signed) Strati Georgopoulos

Name:

Strati Georgopoulos

Title:

Authorized Signatory

Level

Ratio

Libor Margin

US Base Rate Margin

Standby Fee

Financial Letters of Credit Fee

Performance Letters of Credit Fee

I

[TABLE REDACTED - SENSITIVE COMMERCIAL INFORMATION]

II

III

IV

V

1.

The rates of the margins applicable US Base Rate Loans and Libor Loans and standby fees and Letters of Credit fees under the Facility (the "Rates") will be based on the Net Debt to EBITDA Ratio of the Borrower (the "Ratio"), as set forth in the Grid above.

2.

On the 90th day after the end of the first, second and third financial quarters of each financial year of the Borrower and on the 120th day after the end of the fourth financial quarter of each financial year of the Borrower (the "Rate Determination Date"), the Rates will be modified and determined by the Agent on the basis of the Ratio in effect on the last day of such quarter, and, for any day until the next Rate Determination Date, each such Rate will be as indicated in the row corresponding to the applicable Ratio.

3.

Notwithstanding paragraph 2, from the date of this Agreement until the first Rate Determination Date after the date of this Agreement, the Rates will be calculated based on the level indicated in the most recent Compliance Certificate delivered in accordance with Section 14.2(b).

4.

Interest and standby fees will be calculated, for any day, using the applicable Rate in effect on the relevant day.

5.

On each Rate Determination Date, the Agent will be entitled to calculate the Rates relying on the Compliance Certificate furnished in respect of the Borrower for the applicable quarter. If, on any Rate Determination Date, the Agent has not yet received such Compliance Certificate, the Rates in effect until the earlier of (i) receipt of a satisfactory certificate in respect of such quarter, and (ii) the next Rate Determination Date will be as if the Ratio were greater than [Number redacted - sensitive commercial information]. If such certificate is furnished before the next Rate Determination Date, then the Agent will calculate the Rates for each day of the period from the delivery date of the certificate until the next Rate Determination Date as if such delivery date was the Rate Determination Date applicable to that period.

6.

To the full extent permitted by law, all rates and fees specified in the above grid will be increased by [Percentage redacted - sensitive commercial information] while an Event of Default has occurred and is continuing.

Lender

Commitment

Percentage

The Bank of Nova Scotia

[AMOUNTS AND PERCENTAGES

REDACTED - SENSITIVE

COMMERCIAL INFORMATION]

Canadian Imperial Bank of Commerce

Royal Bank of Canada

Total

US$125,000,000

100%

RE: Nomad Royalty Company Ltd.

-

Form of Borrowing: [US Base Rate, Libor Loan or Letter of Credit]

-

Amount:

-

Date of Borrowing [or of conversion or renewal]:

-

Period:

NOMAD ROYALTY COMPANY LTD.

Per:

Per:

(a)

the Assignee will, as of the Effective Date, have the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with Commitment equal to the Assigned Amount;

(b)

the Commitment of the Assignor will, as of the Effective Date, be reduced by like amounts and the Assignor will be released from its obligations under the Credit Agreement to the extent of the Assigned Obligations which are assumed by the Assignee; and

(c)

the Assignee will, as of the Effective Date, be bound by and entitled to the full benefit of the Credit Agreement and of the other Credit Documents (including the Security Documents) to the extent of the Assigned Rights and Assigned Obligations as if it were an original party thereto.

F-2

[ASSIGNOR], as Lender

[ASSIGNEE]

Per:

Per:

F-3

NOMAD ROYALTY COMPANY LTD.

Per:

Per:

THE BANK OF NOVA SCOTIA, as Agent

Per:

[Names of the Material Credit Parties]

Per:

F-4

THE BANK OF NOVA SCOTIA, as Agent
For purposes of all notices of utilization, conversion, renewals or repayment:

Scotiabank - Global Wholesale Operations,
Lending Services
720 King Street West, 4^th Floor
Toronto, Ontario, Canada M5V 2T3

Attention: Sr. Manager
Fax: [Number redacted - confidentiality reasons]
Email: [Email address redacted - confidentiality reasons]

For all other purposes:

Scotiabank - Global Loan Syndications
Canada, Agency Services
40 King Street West, 62^nd Floor
Toronto, Ontario, Canada M5W 2X6

Attention: Director & Head of Agency Services
Fax: [Number redacted - confidentiality reasons]
Email: [Email address redacted - confidentiality reasons]

NOMAD ROYALTY COMPANY LTD.
1275 Av des Canadiens-de-Montréal
Suite 500
Montreal Québec, H3B 0G4

Attention: [Name redacted - confidentiality reasons]
Email: [Email address redacted - confidentiality reasons]

THE BANK OF NOVA SCOTIA, as Lender

40 King Street West
Toronto, Ontario, Canada M5W 2X6

Attention: [Name redacted - confidentiality reasons]
Fax: [Number redacted - confidentiality reasons]
Email: [Email address redacted - confidentiality reasons]

CANADIAN IMPERIAL BANK OF COMMERCE, as Lender

161 Bay Street
8^th Floor
Toronto, Ontario, Canada M5J 2S8

Attention: [Name redacted - confidentiality reasons]

Email: [Email address redacted - confidentiality reasons]

ROYAL BANK OF CANADA, as Lender

200 Bay Street
4^th Floor, South Tower, Royal Bank Plaza
Toronto, Ontario, Canada M5J 2W7

Attention: [Name redacted - confidentiality reasons]
Fax: [Number redacted - confidentiality reasons]
Email: [Email address redacted - confidentiality reasons]