1
EXHIBIT 10.6
LOAN AGREEMENT - THIRD AMENDMENT
This Loan Agreement - Third Amendment (hereinafter referred to
as "Third Amendment") is made and effective as of the 1st day of
August, 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 000-000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (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, and
April 16, 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 Second 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
September 30, 1997.
2. EXECUTION OF REPLACEMENT NOTE, ASSIGNMENTS AND OTHER
CERTIFICATES. 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:
Page 1 of 4
2
(i) the individuals executing this Third 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 Third Amendment.
3. ENTIRE AGREEMENT. This Third 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 Third Amendment shall not be binding on either party
except to the extent incorporated in this Third Amendment and the
Agreement.
4. CONSIDERATION. The consideration for this Third Amendment
shall be deemed to be the extension of additional credit and
additional time for repayment, all as specified in Section 1 of
this Third 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 Third 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 Third Amendment on the date first above written.
CONSIL CORP. HECLA MINING COMPANY
By /s/ Xxxxx X. Xxxxx By /s/ Xxxx X. Xxxxxxxx
------------------------- ---------------------------------
Xxxxx X. Xxxxx Xxxx X. Xxxxxxxx
Chairman Vice President
Chief Financial Officer
ATTEST: ATTEST:
/s/ Xxxxx Xxxx /s/ Xxxxxxx X. Xxxxx
--------------------------- -------------------------------------
Xxxxx Xxxx Xxxxxxx X. Xxxxx
Secretary Secretary
Page 2 of 4
3
STATE OF IDAHO )
) ss.
COUNTY OF KOOTENAI )
On this 18th day of August, 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.
/s/ Xxxxx Xxx Xxxxxxx
-------------------------------------
Notary Public
Residing at Rathdrum, Idaho
My Commission Expires 8/5/2000
STATE OF IDAHO )
) ss.
COUNTY OF KOOTENAI )
On this 18th day of August 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.
/s/ Xxxxx Xxx Xxxxxxx
-------------------------------------
Notary Public
Residing at Rathdrum, Idaho
My Commission Expires 8/5/2000
Page 3 of 4
4
EXHIBIT A
PROMISSORY NOTE
---------------
$700,000 City of Coeur d'Alene
State of Idaho
On August 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 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 /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Chairman
Attest:
/s/ Xxxxx Xxxx
-------------------------------------
Xxxxx Xxxx
Secretary
Page 4 of 4
