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Exhibit 10.1(c)
LOAN AGREEMENT - SEVENTH AMENDMENT
This Loan Agreement - Seventh Amendment (hereinafter
referred to as "Seventh Amendment") is made and effective as
of the 9th day of February, 2000, by and between Hecla
Mining Company, a Delaware corporation, whose address is
0000 Xxxxxxx Xxxxx, Xxxxx x'Xxxxx Xxxxx 00000-0000
(hereinafter referred to as "Hecla"), and ConSil Corp., an
Idaho corporation, which has an address at 0000 Xxxxxxx
Xxxxx, Xxxxx x'Xxxxx, Xxxxx 00000-0000 (hereinafter referred
to as "ConSil").
RECITALS AND DEFINITIONS
WHEREAS, Hecla and ConSil entered into that certain
Loan Agreement dated June 28, 1996, as amended February 19,
1997, April 16, 1997, August 1, 1997, October 1, 1997, March
30, 1998 and December 31, 1998 (hereinafter referred to, as
amended, as the "Agreement") pursuant to which ConSil
borrowed certain funds from Hecla, and Hecla loaned certain
funds to ConSil, all on the terms and conditions contained
in the Agreement;
WHEREAS, Hecla and ConSil wish again to amend the
Agreement with this Seventh Amendment, on the terms and
conditions specified herein;
NOW, THEREFORE, in consideration of the foregoing and
the following mutual promises, covenants, considerations and
conditions, the parties, intending to be legally bound, do
hereby agree as follows:
AGREEMENT
1. Amendment of Principal Amount of Loan; Interest and
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Term:
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Section 1 of the Agreement shall be deemed to read in
its entirety as follows:
Until further notice, and on the condition
that ConSil not be in default with respect to any
of the terms of this Loan Agreement, or with
respect to any outstanding note evidencing any
advance made hereunder, Hecla shall make available
to ConSil a loan not to exceed SEVEN HUNDRED
TWENTY FIVE THOUSAND DOLLARS ($725,000)
(hereinafter referred to as the "Principal Sum"),
on which Principal Sum ConSil shall pay interest
thereon from the date of advancement of such
funds, at the prime rate of interest specified in
the Wall Street Journal, plus one and one-half
percent (1.5%) per year until paid, (hereinafter
referred to as the "Loan"), which Loan shall be
repaid on demand by Hecla, but in no event later
than March 31, 2001.
2. Execution of Replacement Note, Assignments and
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Other Certificates.
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ConSil shall execute a replacement note substantially
in the form attached hereto as Exhibit A, together with
a certificate of its corporate Secretary certifying that:
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(i) the individuals executing this Seventh Amendment and
all documents delivered in accordance herewith were the duly
appointed officers of ConSil, authorized to execute and
deliver the same; and
(ii) all representations, warranties and conditions
precedent set forth in the Agreement are and remain true,
accurate, correct and fulfilled as of the date of the
delivery of this Seventh Amendment.
3. Entire Agreement.
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This Seventh Amendment and the Agreement shall constitute the
entire agreement between the parties with respect to the transactions
contemplated herein and therein, and any prior understanding or
representation of any kind preceding the date of this Seventh Amendment
shall not be binding on either party except to the extent
incorporated in this Seventh Amendment and the Agreement.
4. Consideration.
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The consideration for this Seventh Amendment shall be deemed to be
the extension of additional credit and additional time for repayment, all
as specified in Section 1 of this Seventh Amendment, the receipt and
adequacy of which ConSil and Hecla hereby expressly acknowledge.
5. Loan Agreement Effective and Otherwise Unaffected.
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Hecla and ConSil expressly acknowledge and agree that the
Agreement is in full force and effect, no default has
occurred and except as expressly amended by this Seventh
Amendment, the Agreement shall govern the terms and
conditions of the transactions contemplated herein and in
the Agreement.
IN WITNESS WHEREOF duly authorized officers of the
parties executed this Seventh Amendment on the date first
above written.
CONSIL CORP. HECLA MINING COMPANY
By: /S/ Xxxxxxx X. Xxxxx By: /S/ Xxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxxx
Vice President Vice President -
Chief Financial Officer
ATTEST:
/S/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
Assistant Secretary
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STATE OF IDAHO )
) ss.
County of Kootenai)
On this 9th day of February, in the year of 2000,
before me, the undersigned, a Notary Public in and for the
State of Idaho, personally appeared Xxxx X. Xxxxxxxx and
Xxxxxxxxx X. Xxxxx, known or identified to me to be the Vice
President - Chief Financial Officer and the Assistant
Secretary, respectively, of Hecla Mining Company, the
officers who executed the instrument on behalf of said
corporation, and acknowledged to me that such corporation
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my notarial seal the day and year in this
certificate first above written.
/S/ Xxxx X. Xxxxxx
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Notary Public
Residing at: Xxxx Orchards, Washington
My Commission Expires: 9/12/2003
STATE OF IDAHO )
) ss.
County of Kootenai)
On this 9th day of February, in the year of 2000,
before me, the undersigned, a Notary Public in and for the
State of Idaho, personally appeared Xxxxxxx X. Xxxxx, known
or identified to me to be the Vice President of ConSil
Corp., the officer who executed the instrument on behalf of
said corporation, and acknowledged to me that such
corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my notarial seal the day and year in this
certificate first above written.
/S/ Xxxx X. Xxxxxx
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Notary Public
Residing at: Xxxx Orchards, Washington
My Commission Expires: 9/12/2003
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