Midway Gold Corp Watch

from 8-K 10 pages Reference Is Made to That Certain (A) Credit Agreement, Dated as of July 18, 2014 (As Amended, Supplemented or Otherwise Modified From Time to Time Prior to the Date Hereof, the “Credit Agreement”), Among MDW Pan Llp, as Borrower, Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender, and the Other Lenders Named Therein From Time to Time, and (B) Guaranty, Dated as of July 18, 2014 (As Amended, Supplemented or Otherwise Modified From Time to Time Prior to the Date Hereof, the “Guaranty”), Among Midway Gold Corp. and Midway Services Company, as Continuing Guarantors, and Each of the Other Guarantors From Time to Time Party Thereto in Favor of Commonwealth Bank of Australia, as Administrative Agent and Collateral Agent. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Such Terms in the Credit Agreement and the Guaranty, as Applicable. 1. Consents

from 10-K 9 pages Reference Is Made to That Certain Credit Agreement, Dated as of July 18, 2014 (As Amended, Supplemented or Otherwise Modified From Time to Time Prior to the Date Hereof, the “Credit Agreement”), Among MDW Pan Llp, as Borrower, Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender, and the Other Lenders Named Therein From Time to Time. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Such Terms in the Credit Agreement. 1. Preliminary Statements Whereas, the Borrower Is Currently Not in Satisfaction of the Cost to Complete Test and the Time to Complete Test And, if Such Circumstance Exists for More Than Thirty (30) Consecutive Days, the Borrower Will Be in Default of Its Obligations Under Section 7.01(y) of the Credit Agreement; Whereas, the Borrower Has Requested a Temporary Waiver of Its Obligations Under Section 7.01(y) of the Credit Agreement (And Certain Other Waivers and Consents as Set Forth Herein, Including Waivers Under the Guaranty); Whereas, in Addition to the Above, the Lenders Have Requested Additional Information and Further Due Diligence by Outside Consultants With Respect to the Project; And

from 8-K 10 pages Commonwealth Bank of Australia, 599 Lexington Avenue, 17th Floor New York, Ny 10022 Attn: Director, Project Finance 1. Amendments in Accordance With Section 15.01 of the Credit Agreement, the Borrower Hereby Requests That the Lenders and the Administrative Agent Evidence Their Approval and Consent to the Following by Signing the Signature Pages for Such Parties Attached Hereto

from 8-K 6 pages 1. Amendments in Accordance With Section 15.01 of the Credit Agreement, the Borrower Hereby Requests That the Majority Lenders and the Administrative Agent Evidence Their Approval and Consent to the Following by Signing the Signature Pages for Such Parties Attached Hereto: (A) the Definition of “Availability Period” in Section 1.01 of the Credit Agreement Is Hereby Amended by Replacing the Words “The Economic Completion Longstop Date” in Clauses (A)(ii) and (B)(ii) Thereof With the Words “The Initial Principal Repayment Date”. (B) the Definition of “Calculation Date” in Section 1.01 of the Credit Agreement Is Hereby Amended by Replacing the Words “The Anticipated Economic Completion Date” in Clause (B) Thereof With the Words “The Initial Principal Repayment Date”. (C) the Definition of “Indebtedness” in Section 1.01 of the Credit Agreement Is Hereby Amended by Adding the Following Words After the Last Sentence Thereto: “For the Avoidance of Doubt, Lease Obligations Arising Under Lease Agreements for Office Space Entered Into in the Ordinary Course of Business and on Customary Terms Shall Not Constitute Indebtedness.” (D) the Definition of “Principal Repayment Date” in Section 1.01 of the Credit Agreement Is Hereby Amended by Replacing the Words “September 30, 2015” Therein With the Words “June 30, 2015”. 1

from 8-K 162 pages Credit Agreement Dated as of July 18, 2014 Among MDW Pan Llp as the Borrower Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender and the Other Lenders Named Herein Commonwealth Bank of Australia, as Mandated Lead Arranger