EXHIBIT 10.17(m)
FORM OF
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement") is entered into, effective as of
March 19, 2004, between Hecla Mining Company ("Hecla") and JMB Capital
("Holder"). Hecla and Holder hereby agree as follows:
1. Exchange. Hecla will issue to Holder 119,894 shares (the "Shares") of
Hecla common stock, par value $0.25 per share (the "Common Stock") in
exchange for 15,100 shares of Hecla Series B Cumulative Convertible
Preferred Stock ("Preferred Stock") held by Holder (the "Exchange").
2. Legality of Issuance. Hecla hereby represents that the Shares are being
issued without registration under the Securities Act of 1933, as
amended, in reliance upon Section 3(a)(9) thereof and will be, when
issued in accordance with this Agreement, duly issued, fully-paid,
non-assessable and freely transferable shares of Common Stock, subject
to listing on the New York Stock Exchange. Hecla will use its best
reasonable commercial efforts to affect the listing of the Shares with
the New York Stock Exchange. Holder hereby acknowledges that the Shares
are being issued without registration under the Securities Act of 1933,
as amended, in reliance upon Section 3(a)(9) thereof.
3. No Commission; Unsolicited Transaction. Hecla confirms that it paid no
commission or other remuneration to any person in connection with the
solicitation or effectuation of the Exchange. Holder confirms that
Hecla did not solicit the Exchange.
4. Delivery of Preferred Stock. Holder agrees to promptly, after execution
of this Agreement deliver the above referenced Preferred Stock to
American Stock Transfer and Trust Company via the DWAC system (transfer
agent #29-41) for cancellation. Holder represents that it owns the
Preferred Stock clear of any lien, encumbrance, or pledge of any kind
and that the Exchange shall transfer all title thereto to Hecla. Holder
represents that it is an accredited investor.
The address and contact information for American Stock Transfer and
Trust Company is as follows:
American Stock Transfer and Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Contact: Xxxxx Xxxxxxxxx
(000) 000-0000
5. Issuance of Shares. Hecla agrees that it will promptly, after
confirmation by American Stock Transfer and Trust Company of the
receipt of the Preferred Stock, instruct Hecla's transfer agent for the
common stock ("American Stock Transfer and Trust") to
electronically transfer the Shares via the DWAC system to DTC for
Holder's account as identified below:
DTC #352
Bear Xxxxxxx
FBO: JMB Capital Partners, LP
A/C #000-00000-00
Contact @ Bear Xxxxxxx: Xxxxxxxxx Xxxx
Phone: 000 000 0000
Contact @ JMB: Xxx Silverton
Phone: 000 000 0000
Furthermore, Hecla agrees that the Shares issued to Holder in exchange for
the Preferred Stock will be deposited in Holder's accounts within three business
days after Hecla receives confirmation from American Stock Transfer and Trust of
the receipt of the Preferred Stock.
6. Payment of Dividends: Hecla and Holder agree that the issuance of the
Shares in the Exchange constitutes satisfaction in full on any and all
amounts (including principal, dividends, and any other fees) owed by
Hecla to Holder under the Preferred Stock.
7. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed on its behalf as of the date first written above.
HECLA MINING COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Title: Vice President - CFO
-----------------------------------
Date: March 19, 2004
-----------------------------------
JMB CAPITAL PARTNERS LP
By: /s/ Xxx X. Silverton
-----------------------------------
Date: March 19, 2004
-----------------------------------
