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Exhibit 10.1(a)
LOAN AGREEMENT - FIFTH AMENDMENT
This Loan Agreement - Fifth Amendment (hereinafter referred
to as "Fifth Amendment") is made and effective as of the 30th day
of March, 1998, 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 and October 1, 1997 (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 Fifth 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, 1999.
2. Execution of Replacement Note, Assignments and Other
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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:
(i) the individuals executing this Fifth 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 Fourth Amendment.
3. Entire Agreement.
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This Fifth 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 Fifth Amendment
shall not be binding on either party except to the extent incorporated
in this Fifth Amendment and the Agreement.
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4. Consideration.
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The consideration for this Fifth Amendment shall be
deemed to be the extension of additional credit and additional
time for repayment, all as specified in Section 1 of this Fourth
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 Fifth 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 Fifth 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
Title: 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 thirtieth day of March, in the year of 1998, 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 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 Xxxxxx Lake, Washington
My Commission Expires: 9/12/2003
STATE OF IDAHO )
) ss.
COUNTY OF KOOTENAI )
On this thirtieth day of March in the year of 1998, 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 Xxxxxx Lake, Washington
My Commission Expires: 9/12/2003
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