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Exhibit 10.1(d)
LOAN AGREEMENT - EIGHTH AMENDMENT
This Loan Agreement - Eighth Amendment (hereinafter referred to as "Eighth
Amendment") is made and effective as of the 28th day of February, 2001, 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, December 31, 1998 and February 9, 2000
(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
Eighth 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 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, 2002.
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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:
(i) the individuals executing this Eighth 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 Eighth Amendment.
3. Entire Agreement. This Eighth 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 Eighth Amendment shall
not be binding on either party except to the extent incorporated in this Eighth
Amendment and the Agreement.
4. Consideration. The consideration for this Eighth Amendment shall be
deemed to be the extension of additional credit and additional time for
repayment, all as specified in Section 1 of this Eighth 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 Eighth
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
Eighth Amendment on the date first above written.
CONSIL CORP. HECLA MINING COMPANY
By: /S/ Xxxxxxx X. Xxxxx By: /S/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
President Vice President - Environmental
& Government Affairs
ATTEST:
/S/ Xxxxx Xxxx
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Xxxxx Xxxx
Secretary
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STATE OF IDAHO )
) ss.
County of Kootenai)
On this 28th day of February, in the year of 2001, 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 -
Environmental and Government Affairs, of Hecla Mining Company, 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
STATE OF IDAHO )
) ss.
County of Kootenai)
On this 28th day of February, in the year of 2001, 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 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
