FIRST SUPPLEMENTAL INDENTURE between COEUR MINING, INC., as Company, COUER CAPITAL, INC., as Guaranteeing Subsidiary, COEUR ALASKA, INC., COEUR EXPLORATIONS, INC., COEUR ROCHESTER, INC. and COEUR SOUTH AMERICA CORP., as Existing Guarantors and THE...
Exhibit 4.7
between
COEUR MINING, INC., as Company,
COUER CAPITAL, INC., as Guaranteeing Subsidiary,
COEUR ALASKA, INC., COEUR EXPLORATIONS, INC., COEUR ROCHESTER, INC. and COEUR SOUTH AMERICA CORP., as Existing Guarantors
and
THE BANK OF NEW YORK MELLON, as Trustee
Dated as of December 16, 2013
Supplemental to Indenture
Dated as of January 29, 2013
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of the 16th day of December, 2013, among Coeur Capital, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of Coeur Mining, Inc., a Delaware corporation (formerly known as Coeur d’Xxxxx Xxxxx Corporation) (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 29, 2013, providing for the issuance of 7.875% Senior Notes due 2021 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
4. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: December 16, 2013,
COEUR CAPITAL, INC.
By: __/s/ Xxxxx X. Mitchell_________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
By: | __/s/ Xxxxx X. Mitchell_________________ |
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President & Chief Financial Officer
COEUR ALASKA, INC.
By: __/s/ Xxxxx X. Mitchell_________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
COEUR EXPLORATIONS, INC.
By: __/s/ Xxxxx X. Mitchell_________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
COEUR ROCHESTER, INC.
By: __/s/ Xxxxx X. Mitchell_________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
COEUR SOUTH AMERICA CORP.
By: __/s/ Xxxxx X. Mitchell_________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF NEW YORK MELLON,
as Trustee
By: __/s/ Xxxxxxxxx X. Donohue_________
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
