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EXHIBIT 10.1(5)
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 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, 1999.
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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 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. 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.
4. CONSIDERATION. 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. 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
------------------------------------
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
------------------------------------
Notary Public
Residing at Xxxxxx Lake, Washington
My Commission Expires: 9/12/2003
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EXHIBIT A
PROMISSORY NOTE
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March 30, 1998 City of Coeur d'Alene
$725,000 State of Idaho
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 twenty five thousand dollars ($725,000),
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 further
amended by that certain Loan Agreement - Fourth Amendment dated
October 1, 1997, and again further amended by that certain Loan
Agreement - Fifth 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, which amounts shall be repaid on demand by
authorized representatives of Hecla, but in no event later than
March 31, 1999.
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: Xxxxxxx X. Xxxxx
Title: Vice President
Attest:
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Xxxxx Xxxx
Secretary
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