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EHXIBIT 10.7
LOAN AGREEMENT FOURTH AMENDMENT
This Loan Agreement Fourth Amendment (hereinafter referred
to as "Fourth Amendment") is made and effective as of the 1st day
of October, 1997, 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, and August 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 Fourth 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 TERM:
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
THOUSAND DOLLARS ($700,000) (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, 1998.
2. EXECUTION OF REPLACEMENT NOTE, ASSIGNMENTS AND OTHER
CERTIFICATES. ConSil shall execute a replacement note
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substantially in the form attached hereto as Exhibit A, together
with a certificate of its corporate Secretary certifying that:
(i) the individuals executing this Fourth 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. This Fourth 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 Fourth Amendment shall not be binding on either party
except to the extent incorporated in this Fourth Amendment and the
Agreement.
4. CONSIDERATION. The consideration for this Fourth
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. 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 Fourth 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 Fourth Amendment on the date first above written.
CONSIL CORP. HECLA MINING COMPANY
By By
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
Chief Financial Officer
ATTEST: ATTEST:
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Xxxxx Xxxx Xxxxxxx X. Xxxxx
Secretary Secretary
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STATE OF IDAHO )
) ss.
COUNTY OF KOOTENAI )
On this _____ day of October, in the year of 1997, before me,
the undersigned, a Notary Public in and for the State of Idaho,
personally appeared Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxx, known or
identified to me to be the Vice President and the 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.
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Notary Public
Residing at ____________, Idaho
My Commission Expires:
STATE OF IDAHO )
) ss.
COUNTY OF KOOTENAI )
On this _____ day of October in the year of 1997, before me,
the undersigned, a Notary Public in and for the State of Idaho,
personally appeared Xxxxx X. Xxxxx, known or identified to me to be
the Chairman 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.
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Notary Public
Residing at ______________, Idaho
My Commission Expires:
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EXHIBIT A
PROMISSORY NOTE
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$700,000 City of Coeur d'Alene
State of Idaho
On October 1, 1997, for value received, ConSil Corp., a
corporation duly organized and existing under the laws of the State
of Idaho, promises to pay to Hecla Mining Company, of 0000 Xxxxxxx
Xxxxx, Xxxxx x'Xxxxx, Xxxxx 00000-0000, at its offices, the
principal amount of seven hundred thousand dollars ($700,000), or
such other amount as may be outstanding pursuant to that certain
Loan Agreement dated June 28, 1996, as amended by the certain Loan
Agreement Amendment dated February 19, 1997 and further amended by
that certain Loan Agreement - Second Amendment dated April 16,
1997, and again further amended by that certain Loan Agreement
Third Amendment dated August 1, 1997, and again further amended by
that certain Loan Agreement Fourth Amendment of even date
herewith between ConSil Corp. and Hecla Mining Company, as
calculated and determined by Hecla Mining Company, with 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, payable upon the
demand of authorized representatives of Hecla Mining Company.
If default is made in the payment upon demand, then the entire
amount of principal, interest and any and all costs of collection
shall become immediately due and payable at the option of the
holder of this note, without notice. This note shall be governed
by and construed in accordance with the laws of the State of Idaho.
IN WITNESS WHEREOF, ConSil Corp. has caused this note to be
executed by its duly authorized officers as of the date first
mentioned above.
ConSil Corp.
By
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Name:
Title:
Attest:
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Xxxxx Xxxx
Secretary
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