EXHIBIT (d)(23)
FORM OF
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement") is entered into, effective
as of December 1, 2003, 2003, between Hecla Mining Company ("Hecla") and
Xxxxxxxx Partners, L.P. ("Holder"). Hecla and Holder hereby agree as follows:
1. Exchange. Hecla will issue to Holder 229,520 shares (the
"Shares") of Hecla common stock, par value $0.25 per share
(the "Common Stock") in exchange for 30,200 shares of Hecla
Series B Cumulative Convertible Preferred Stock ("Preferred
Stock") held by Holder (the "Exchange").
2. Legality of Issuance. Hecla hereby represents that the Shares
are being issued without registration under the Securities Act
of 1933, as amended, in reliance upon Section 3(a)(9) thereof
and will be, when issued in accordance with this Agreement,
duly issued, fully-paid, non-assessable and freely
transferable shares of Common Stock, subject to listing on the
New York Stock Exchange. Hecla will use its best reasonable
commercial efforts to affect the listing of the Shares with
the New York Stock Exchange. Holder hereby acknowledges that
the Shares are being issued without registration under the
Securities Act of 1933, as amended, in reliance upon Section
3(a)(9) thereof.
3. No Commission; Unsolicited Transaction. Hecla confirms that it
paid no commission or other remuneration to any person in
connection with the solicitation or effectuation of the
Exchange. Holder confirms that Hecla did not solicit the
Exchange.
4. Delivery of Preferred Stock. Holder agrees to promptly, after
execution of this Agreement deliver the above referenced
Preferred Stock to American Stock Transfer and Trust Company
via the DWAC system (transfer agent #29-41) for cancellation.
Holder represents that it owns the Preferred Stock clear of
any lien, encumbrance, or pledge of any kind and that the
Exchange shall transfer all title thereto to Hecla. Holder
represents that it is an accredited investor.
The address and contact information for American Stock
Transfer and Trust Company is as follows:
American Stock Transfer and Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Contact: Xxxxx Xxxxxxxxx
(000) 000-0000
5. Issuance of Shares. Hecla agrees that it will promptly, after
confirmation by American Stock Transfer and Trust Company of
the receipt of the Preferred Stock, instruct Hecla's transfer
agent for the common stock ("American Stock Transfer and
Trust") to
electronically transfer the Shares via the DWAC system to DTC
for Holder's account as identified below:
Citibank, 000 Xxxx Xxxxxx, Xxx Xxxx
ABA #000000000
A/C Bear Xxxxxxx
A/C #09253186
Sub A/C Xxxxxxxx Partners LP
Sub A/C #102-03606
Contact: Xxxx Xxxxx, Bear Xxxxxxx
Phone: (000) 000-0000
Holder DTC Number: 352
Furthermore, Hecla agrees that the Shares issued to Holder in exchange
for the Preferred Stock will be deposited in Holder's accounts within three
business days after Hecla receives confirmation from American Stock Transfer and
Trust of the receipt of the Preferred Stock.
6. Payment of Dividends: Hecla and Holder agree that the issuance
of the Shares in the Exchange constitutes satisfaction in full
on any and all amounts (including principal, dividends, and
any other fees) owed by Hecla to Holder under the Preferred
Stock.
7. Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York, without giving effect to the principles of conflicts of
law thereof.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed on its behalf as of the date first written above.
HECLA MINING COMPANY
By: /s/ Xxxxxxxx X. Xxxxx, Xx.
----------------------------------------
Xxxxxxxx X. Xxxxx, Xx.
President and CEO
Date: December 1, 2003
HOLDER: XXXXXXXX PARTNERS, L.P.
BY XXXXXXXX CAPITAL MANAGEMENT, LLC
BY XXXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Title: Manager
Date: December 1, 2003
