EX-10.1



 Exhibit 10.1 
 FIRST AMENDMENT TO 
 CREDIT AGREEMENT 

THIS AGREEMENT dated as of the 26th day of March, 2013. 
 BETWEEN: 
 ALLIED NEVADA GOLD CORP., a corporation incorporated under the
laws of the state of Delaware 
 (herein called the “Borrower”) 

- and - 
 THE
BANK OF NOVA SCOTIA, a Canadian chartered bank, in its capacity as administrative agent of the Lenders under the Credit Agreement 
 (herein called the “Administrative Agent”) 
 - and - 

THE BANK OF NOVA SCOTIA, COMMONWEALTH BANK OF AUSTRALIA, NATIONAL BANK OF CANADA and SOCIÉTÉ GÉNÉRALE
(CANADA BRANCH) and such other financial institutions that become parties to the Credit Agreement as lenders 
 (herein
collectively called the “Lenders” and individually called a “Lender”) 
 WHEREAS the
Borrower, the Lenders and the Administrative Agent entered into an amended and restated credit agreement dated as of October 31, 2012 (the “Credit Agreement”); 

AND WHEREAS the parties hereto wish to amend certain provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties
covenant and agree as follows: 
 ARTICLE 1 
 DEFINED TERMS 
 1.1 Capitalized Terms. All capitalized terms which are used
herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement. 

  
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 ARTICLE 2 
 AMENDMENTS TO CREDIT AGREEMENT 
 2.1 General Rule. Subject to the terms and
conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement. 

2.2 Financial Covenants. Section 11.1(o) and (p) of the Credit Agreement are hereby deleted in their entirety and replaced by the
following: 
 “(o) Interest Coverage Ratio. The Borrower shall cause the Interest Coverage Ratio to be greater
than or equal to: 
  

	 	(i)	3.00:1 at all times during the Fiscal Quarter ending December 31, 2012; 


 

	 	(ii)	2.75:1 at all times during the Fiscal Quarter ending March 31, 2013; and 


 

	 	(iii)	3:00:1 at all times thereafter, 


and shall calculate such ratio as at each Calculation Date. 
 (p) Leverage Ratio. The Borrower shall cause the Leverage Ratio to be less than or equal to: 
  

	 	(i)	3.00:1 at all times during the Fiscal Quarter ending December 31, 2012; 


 

	 	(ii)	3.75:1 at all times during the Fiscal Quarter ending March 31, 2013; and 


 

	 	(iii)	3:00:1 at all times thereafter, 


and shall calculate such ratio as at each Calculation Date.” 
 ARTICLE 3 
 REPRESENTATIONS AND WARRANTIES 

3.1 Representations and Warranties. To induce the Lenders to enter into this agreement, the Borrower hereby represents and warrants to the
Lenders that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement, as amended hereby, are true and correct on the date hereof as if made on the date hereof, except to the extent any
representation or warranty is made or deemed made as of a specific date, such representation or warranty shall be true and correct as of such date. 
 ARTICLE 4 
 CONDITION PRECEDENT 

4.1 Conditions Precedent. This agreement shall not become effective unless and until the parties hereto shall have executed and delivered this
agreement and the Guarantors shall have executed and delivered the confirmation attached hereto. 
  
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 ARTICLE 5 
 MISCELLANEOUS 
 5.1 Future References to the Credit Agreement. On and after the date
of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement, and each reference in any related document to the
“Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby,
is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. 
 5.2 Governing Law. This
agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. 
 5.3 Inurement. This agreement
shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns. 
 5.4
Conflict. If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount. 

5.5 Further Assurances. The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts,
documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof. 
 5.6 Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and
the same instrument. 
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 IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on
the date first above written. 
  

					
	ALLIED NEVADA GOLD CORP.
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	EVP & Chief Financial Officer



  
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	THE BANK OF NOVA SCOTIA, as Administrative Agent
		
	By:	 	 /s/ Robert Boomhour

		 	Name:	 	Robert Boomhour
		 	Title:	 	Director
		
	By:	 	 /s/ Clement YU

		 	Name:	 	Clement YU
		 	Title:	 	Associate Director
	
	THE BANK OF NOVA SCOTIA, as Lender
		
	By:	 	 /s/ Michael Eddy

		 	Name:	 	Michael Eddy
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Carla Deeks

		 	Name:	 	Carla Deeks
		 	Title:	 	Associate Director



  
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	COMMONWEALTH BANK OF AUSTRALIA
		
	By:	 	 /s/ Nicholas Rees

		 	Name:	 	Nicholas Rees
		 	Title:	 	Vice President



  
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	NATIONAL BANK OF CANADA
		
	By:	 	 /s/ Roch Ledoux

		 	Name:	 	Roch Ledoux
		 	Title:	 	Directeur - Director
		
	By:	 	 /s/ Alain Aubin

		 	Name:	 	Alain Aubin
		 	Title:	 	Directeur - Director



  
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	SOCIÉTÉ GÉNÉRALE (CANADA BRANCH)
		
	By:	 	 /s/ Chris Henstock

		 	Name:	 	Chris Henstock
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Simona Lungu

		 	Name:	 	Simona Lungu
		 	Title:	 	Director



  
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 ACKNOWLEDGEMENT AND CONSENT 

The undersigned, each being a guarantor of the Direct Secured Obligations of each other Obligor, hereby acknowledge, agree to and consent
to the foregoing amendments to the Credit Agreement and hereby confirm their obligations under the Credit Documents to which each is a party. 
  

					
	ALLIED NEVADA GOLD HOLDINGS LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	ALLIED VGH INC.
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	ALLIED VNC INC.
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer



  
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	HYCROFT RESOURCES & DEVELOPMENT, INC.
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	VICTORY EXPLORATION INC.
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	VICTORY GOLD INC.
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	ANG CENTRAL LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer



  
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	ANG CORTEZ LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	ANG EUREKA LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	ANG NORTH LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer
	
	ANG NORTHEAST LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer



  
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	ANG PONY LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Jones B. Doherty

		 	Name:	 	Jones B. Doherty
		 	Title:	 	Treasurer
	
	HASBROUCK PRODUCTION COMPANY LLC
		
	By:	 	 /s/ Stephen M. Jones

		 	Name:	 	Stephen M. Jones
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Joseph B. Doherty

		 	Name:	 	Joseph B. Doherty
		 	Title:	 	Treasurer



  
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