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Exhibit 10.1(c)
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the
"Amendment") made as of the 7th day of February, 1996, by and among HECLA
MINING COMPANY, a Delaware corporation (herein called "Borrower"), Colorado
Aggregate Company of New Mexico, Inc., a New Mexico corporation, Kentucky-
Tennessee Clay Company, a Delaware corporation, K-T Feldspar Corporation, a
North Carolina corporation, Mountain West Products, Inc., an Idaho
corporation, Equinox Resources Inc., a Nevada corporation, and NATIONSBANK OF
TEXAS, N.A., a national banking association (in its capacity as Agent under
the Original Agreement, herein called "Agent"), and Lenders named in the
Original Agreement referred to below ("Lenders"),
WITNESSETH:
WHEREAS, Borrower, Colorado Aggregate Company of New Mexico, Kentucky-
Tennessee Clay Company, K-T Feldspar Corporation, Mountain West Products,
Inc., Agent and Lenders have entered into that certain Credit Agreement dated
as of August 30, 1994, as amended by a First Amendment to Credit Agreement
dated as of October 1, 1995 (the "Original Agreement"), for the purpose and
consideration therein expressed, whereby Lenders became obligated to make
loans to Borrower as therein provided; and
WHEREAS, Borrower, Colorado Aggregate Company of New Mexico, Kentucky-
Tennessee Clay Company, K-T Feldspar Corporation, Mountain West Products,
Inc., Equinox Resources Inc., Agent and Lenders desire to amend the Original
Agreement to provide for the purposes and consideration set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Agreement and
in consideration of the loans which may hereafter be made by Lenders to
Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
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ARTICLE I.
DEFINITIONS AND REFERENCES
Section 1.1. TERMS DEFINED IN THE ORIGINAL AGREEMENT. Unless the
context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Agreement shall have the same meanings whenever
used in this Amendment.
Section 1.2. OTHER DEFINED TERMS. Unless the context otherwise
requires, the following terms when used m this Amendment shall have the
meanings assigned to them in this Section 1.2.
"Amendment" shall mean this Second Amendment to Credit Agreement.
"Amendment Documents" shall mean this Amendment, Guarantor
Security Agreements, Borrower Security Agreement, and the Borrower
Stock Pledge.
"Borrower Security Agreement" shall mean the Security Agreement
of Borrower in favor of Agent dated as of even date herewith
substantially in the form of Exhibit A attached hereto.
"Borrower Stock Pledge" shall mean the Stock Pledge of Borrower
in favor of Agent dated as of even date herewith substantially in the
form of Exhibit B attached hereto.
"Credit Agreement" shall mean the Original Agreement as amended
hereby.
"Guarantor Security Agreements" shall mean collectively a
Security Agreement of each Subsidiary Guarantor in favor of Agent
dated as of even date herewith substantially in the form of Exhibit C
attached hereto.
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ARTICLE II.
AMENDMENTS TO ORIGINAL AGREEMENT
Section 2. 1. DEFINED TERMS. (a) The definition of "Base Rate" in
Section 1.1 of the Original Agreement is hereby amended in its entirety to
read as follows:
"'BASE RATE' means, on each day the Prime Rate in effect on such
day, plus the Applicable Percentage for such day. For purposes of the
definition of Base Rate, the term "Applicable Percentage" shall be
based on the Loan Balance in effect on such day and calculated
pursuant to the following table:
LOAN BALANCE APPLICABLE PERCENTAGE
------------ ---------------------
less than or equal to twenty-five percent one-quarter of one percent
(25 %) of the Maximum Loan Amount (0.25%) per annum
less than or equal to fifty percent (50%) three-eighths of one percent
but greater than twenty-five percent (25 %) (0.375%) per annum
of the Maximum Loan Amount
less than or equal to seventy-five percent one-half of one percent (0.50%)
(75%) but greater than fifty percent (50%) per annum
of the Maximum Loan Amount
greater than seventy-five percent of the three-quarters of one percent
Maximum Loan Amount (75 %) (0.75%) per annum
If the Prime Rate or the Loan Balance changes after the date hereof, the
Base Rate shall be automatically increased or decreased, as the case may
be, without notice to Borrower from time to time as of the effective
time of each change in the Prime Rate or the Loan Balance. The Base
Rate shall in no event, however, exceed the Highest Lawful Rate."
(b) The definition of "Cash Earnings" in Section 1.1 of the Original
Agreement is hereby amended in its entirety to read as follows:
"'CASH EARNINGS' means as of the end of any Fiscal Quarter,
Borrower's Consolidated net income for such Fiscal Quarter, minus
nonrecurring gains and plus nonrecurring losses for such Fiscal Quarter,
plus other non cash charges taken into account in determining such net
income, minus any cash dividend that has been declared, has accrued or
has been paid on common or preferred stock during such Fiscal Quarter
(but in no event shall any such dividend be included more than once for
purposes of this definition)."
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(c) The definition of "EBITDA" in Section 1.1 of the Original Agreement
is hereby amended in its entirety to read as follows:
"'EBITDA' means as of the end of any Fiscal Quarter, Borrower's
Consolidated net income for the four consecutive Fiscal Quarters then
ended plus interest, taxes, depreciation and amortization, nonrecurring
losses and reclamation charges, to the extent the foregoing have been
deducted in determining such net income, minus nonrecurring gains to the
extent such gains have been included in determining such net income."
(d) The definition of "Spread" in Section 1.1 of the Original Agreement
is hereby amended in its entirety to read as follows:
"'SPREAD' means, on each day, the applicable percentage rate based
on the Loan Balance in effect on such day and calculated pursuant to the
following table:
LOAN BALANCE APPLICABLE PERCENTAGE
------------ ---------------------
less than or equal to twenty-five percent one and seventeen and one-
(25 %) of the Maximum Loan Amount half one-hundredths of one
percent (1.175%) per annum
less than or equal to fifty percent (50%) one and thirty-seven and one-
but greater than twenty-five percent (25 %) half one-hundredths of one
of the Maximum Loan Amount percent (1.375%) per annum
less than or equal to seventy-five percent one and fifty-seven and one-
(75%) but greater than fifty percent (50%) half one-hundredths of one
of the Maximum Loan Amount percent (1.575%) per annum
greater than seventy-five percent of the one and seventy-seven and one-
Maximum Loan Amount (75 %) half one-hundredths of one
percent (1.775%) per annum
(e) The definition of "Subsidiary Guarantor" in Section 1.1 of the
Original Agreement is hereby amended in its entirety to read as follows:
"'SUBSIDIARY GUARANTOR' means each of Colorado Aggregate Company of
New Mexico, Kentucky-Tennessee Clay Company, K-T Feldspar Corporation,
Mountain West Products, Inc., Equinox Resources Inc., and any other
Subsidiary who has guaranteed some or all of the Obligations pursuant to
Article VIA."
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(f) The following definition of "Security Documents" is hereby added to
Section 1.1 of the Original Agreement immediately following the definition of
"Reserve Percentage":
"'SECURITY DOCUMENTS' means the instruments listed in the Security
Schedule and all other security agreements, deeds of trust, mortgages,
chattel mortgages, pledges, guaranties, financing statements,
continuation statements, extension agreements and other agreements and
instruments now, heretofore, or hereafter delivered by Borrower or any
Subsidiary Guarantor to Agent in connection with this Agreement or any
transaction contemplated hereby to secure or guarantee the payment of
any part of the Obligations or the performance of Borrower's or any
Subsidiary Guarantor's other duties and obligations under the Loan
Documents."
(g) The following definition of "Security Schedule" is hereby added to
Section 1.1 of the Original Agreement immediately following the definition of
"Security Documents":
"'SECURITY SCHEDULE' means Schedule 3 attached hereto."
Section 2.2. MANDATORY PREPAYMENTS; DETERMINATION OF TOTAL DEBT TO CASH
EARNINGS RATIO. Subsection (a) of Section 2.8 of the Original Agreement is
hereby amended to its entirety to read as follows:
(a)(i) During the Commitment Period:
(A) if the Total Debt to Cash Earnings Ratio exceeds 3.75 to
1.0 as of the end of any Fiscal Quarter during the period beginning
on January 1, 1996 and ending on or prior to December 31, 1996;
(B) if the Total Debt to Cash Earnings Ratio exceeds 3.5 to
1.0 as of the end of any Fiscal Quarter during the period beginning
on January 1, 1997 and ending on or prior to December 31, 1997; or
(C) if the Total Debt to Cash Earnings Ratio exceeds 3.0 to
1.0 as of the end of any Fiscal Quarter ending after January 1,
1998;
Then, Borrower shall make a prepayment of the Loan Balance to
Agent for distribution to Lenders in the amount necessary to cause
the Total Debt to Cash Earnings Ratio to be equal to or less than
the Total Debt to Cash Earnings Ratio permitted for such period
under this Section 2.8 (in this section called the "Required
Prepayment Amount"), all in accordance with the following
provisions of this Section 2.8.
(ii) After the Commitment Period expires, if the Total Debt to Cash
Earnings Ratio exceeds 3.0 to 1.0 as of the end of any Fiscal Quarter,
then Borrower shall make a prepayment
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of the Loan Balance to Agent for distribution to Lenders in the amount
necessary to cause the Total Debt to Cash Earnings Ratio to be equal to
or less than the Total Debt to Cash Earnings Ratio permitted for such
period under this Section 2.8 (in this section called the "Required
Prepayment Amount"), all in accordance with the following provisions of
this Section 2.8.
Before the end of the second calendar month immediately following such
Fiscal Quarter, Borrower shall give written notice to Agent electing to
pay the Required Prepayment Amount to Agent for distribution to Lenders
either (i) on the last day of the next calendar month or (ii) in six (6)
equal consecutive monthly installments due on the last day of each of
the next six calendar months beginning with the month following the
month in which such election is made. (For example, if the Total Debt to
Cash Earnings Ratio as of the end of the Fiscal Quarter ended September
30, 1996 were to exceed 3.75 to 1.0, Borrower would be required to elect
by November 30, 1996 whether to pay the full Required Prepayment Amount
on December 31, 1996 or to pay the Required Prepayment Amount in six
equal consecutive monthly installments beginning on December 31, 1996.)
If such installment payments are elected, Borrower shall pay each such
installment when due. Each such prepayment made after the end of the
Commitment Period shall be applied to the regular installments of
principal due under the Notes in the inverse order of their maturities.
Each prepayment of principal under this section shall be accompanied by
all interest then accrued and unpaid on the principal so prepaid,
together with any other amounts then due and payable under Section 2.13.
Any principal or interest prepaid pursuant to this section shall be in
addition to, and not in lieu of, all payments otherwise required to be
paid under the Loan Documents at the time of such prepayment."
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Section 2.3. FACILITY FEES; LETTER OF CREDIT FEES. Section 2.5 of the
Original Agreement is hereby amended in its entirety to read as follows:
"Section 2.5 FACILITY FEES: LETTER OF CREDIT FEES.
(a) In consideration of each Lender's commitment to make Advances,
Borrower will pay to Agent for the account of Lenders a nonrefundable
quarterly facility fee for each Fiscal Quarter. The fee for each Fiscal
Quarter shall be equal to the product of (i) the Applicable Percentage
(based on the average daily loan balance for such Fiscal Quarter)
multiplied by (ii) the number of days in such Fiscal Quarter divided by
360 multiplied by (iii) the Maximum Loan Amount, and shall be due and
payable in arrears on the tenth day after the end of such Fiscal
Quarter. For each Fiscal Quarter, the "Applicable Percentage" shall be
determined according to the following table:
AVERAGE DAILY LOAN BALANCE APPLICABLE PERCENTAGE
-------------------------- ---------------------
less than or equal to twenty-five percent thirty-two and one-half one-
(25 %) of the Maximum Loan Amount hundredths of one percent
(0.325%) per annum
less than or equal to fifty percent (50%) thirty-seven and one-half
but greater than twenty-five percent (25 %) one-hundredths of one percent
of the Maximum Loan Amount percent (0.375%) per annum
less than or equal to seventy-five percent forty-two and one-half one-
(75%) but greater than fifty percent (50%) hundredths of one percent
of the Maximum Loan Amount (0.425%) per annum
greater than seventy-five percent of the forty-seven and one-half one-
Maximum Loan Amount (75 %) hundredths of one percent
(0.475%) per annum
The portion of the annual facility fee paid in advance on August 30,
1995 and allocable to the period after February 7, 1996, $104,890, shall
be credited to the facility fee due under this Section 2.5.
(b) In consideration of the issuance of each Letter of Credit by
Issuing Bank, Borrower agrees to pay:
(i) an issuance fee for each Letter of Credit in the amount
calculated by applying one-eighth of one percent (0. 125 %) per
annum of the face amount of such Letter of Credit for the tenn
thereof, payable to Issuing Bank for its own account at the time of
issuance of such Letter of Credit;
(ii) a letter of credit fee equal to the greater of (A) the
amount calculated by applying the Spread to the face amount of such
Letter of Credit for the term thereof
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or (B) $500, in each case payable to Issuing Bank at the time of
issuance of such Letter of Credit for the account of Lenders in
accordance with their Percentage Shares.
Section 2.4. PAYMENTS TO LENDERS. Section 2.9 of the Original Agreement
is hereby amended in its entirety to read as follows:
"Section 2.9 PAYMENTS TO LENDERS. Borrower will make each payment
which it owes under the Loan Documents to Agent for the account of the
Under to whom such payment is owed. Each such payment must be received
by Agent not later a= I 1: 00 a.m., Dallas, Texas time, on the date such
payment becomes due and payable, in lawful money of the United States of
America, without set-off, deduction or counterclaim, and in immediately
available funds. Any payment received by Agent after such time will be
deemed to have been made on the next following Business Day. Should any
such payment (other than a payment of interest on a Fixed Rate Portion
which is addressed in the definition of "LIBOR Interest Period") become
due and payable on a day other than a Business Day, the maturity of such
payment shall be extended to the next succeeding Business Day, and, in
the case of a payment of principal or past due interest, interest shall
accrue and be payable thereon for the period of such extension as
provided in the Loan Document under which such payment is due. Each
payment under a Loan Document shall be due and payable at the place
provided therein and, if no specific place of payment is provided, shall
be due and payable at the place of payment of Agent's Note. When Agent
collects or receives money on account of the Obligations, Agent shall
distribute all money so collected or received, and Lenders shall apply
all such money they receive from Agent, as follows:
(a) first, for the payment of all Obligations which are then
due (and if such money is insufficient to pay all such Obligations,
first to any reimbursements due Agent under Section 5. 1 (i) or 0)
and then to the partial payment of all other Obligations then due
in proportion to the amounts thereof, or as Lenders shall otherwise
agree);
(b) then for the prepayment of amounts owing under the Loan
Documents (other than principal on the Notes) if so specified by
Borrower;
(c) then for the prepayment of principal on the Notes,
together with accrued and unpaid interest on the principal so
prepaid;
(d) then for the payment or prepayment of any other
Obligations; and
(e) last, for the pro rata payment of any obligations of
Borrower to Lenders relating to any hedging arrangements or other
indebtedness secured by the Security Documents.
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All payments applied to principal or interest on any Note shall be applied
first to any interest then due and payable, then to principal then due and
payable, and last to any prepayment of principal and interest in compliance
with Section 2.7. All distributions of amounts described in any of
subsections (b), (c), (d) or (e) above shall be made by Agent pro rata to
Agent and each Lender then owed Obligations described in such subsection in
proportion to all amounts owed to Agent and all Lenders which are described
in such subsection.
Section 2.5. FIXED CHARGE COVERAGE RATIO. Subsection (1) of Section 5.2
of the Original Agreement is hereby amended in its entirety to read as
follows:
"(1) FIXED CHARGE COVERAGE RATIO. The ratio of (1) Borrower's
Consolidated EBITDA as of the end of each Fiscal Quarter to (2)
Borrower's Consolidated Fixed Charges as of the end of such Fiscal
Quarter will never be less than (A) 1.2 to 1.0 at any time after the
date hereof and (B) 1.5 to 1.0 at any time after June 30, 1997."
Section 2.6. TANGIBLE NET WORTH. A new subsection (m) is added to
Section 5.2 of the Original Agreement to read as follows:
"(m) TANGIBLE NET WORTH. Borrower's Consolidated Tangible Net
Worth as of the end of any Fiscal Quarter ending after December 31, 1995
will not be less than the sum of (A) $150,000,000, plus (B) 50% of
Borrower's Consolidated net income earned during the period from January
1, 1996 to the end of such Fiscal Quarter, plus (C) 100% of the net
proceeds from the issuance of equity securities of Borrower during the
period from January 1, 1996 to the end of such Fiscal Quarter. As used
in this subsection the term "Borrower's Consolidated Tangible Net Worth"
means the remainder of (i) all Consolidated Assets of Borrower, other
than intangible assets (including without limitation as intangible
assets such assets as patents, copyrights, licenses, franchises,
goodwill, trade names, trade secrets and leases other than oil, gas or
mineral leases or leases required to be capitalized under GAAP), minus
(ii) Borrower's Consolidated Debt. As used in this subsection the term
"Borrower's Consolidated Debt" means all Consolidated liabilities and
similar balance sheet items of Borrower, together with all Funded Debt
of any Related Person."
Section 2.7. LIMITATION ON SALES OF PROPERTY. Clause (iii) of
subsection (d) of Section 5.2 of the Original Agreement is hereby amended in
its entirety to read as follows:
"(iii) properties or assets, or interests therein, the value of
which does not exceed in the aggregate ten million dollars ($10,000,000)
during any Fiscal Year; provided that immediately upon any such sale the
Total Debt to Cash Earnings Ratio shall be recalculated excluding the
Cash Earnings attributable to the properties and assets so sold
(excluding any gain or including any losses attributable to such sale)."
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Section 2.8. NEW SUBSIDIARY GUARANTOR. Equinox Resources Inc. hereby
agrees to become a "Subsidiary Guarantor" under the Credit Agreement and
agrees to be bound by all terms and conditions set forth in Article VIA of
the Credit Agreement and all other provisions of the Credit Agreement
applicable to Subsidiary Guarantors as if it were an original signatory to
the Credit Agreement.
Section 2.9. SECURITY SCHEDULE. A new Schedule 5 is hereby added to the
Original Agreement to read as set forth in Schedule 5 attached hereto.
ARTICLE III.
CONDITIONS OF EFFECTIVENESS
Section 3.1. EFFECTIVE DATE. This Amendment shall become effective as
of the date first above written when, and only when:
(a) Agent shall have received each of the Amendment Documents duly
executed and delivered by Borrower, each Subsidiary Guarantor and each
Lender;
(b) Agent shall have received an amendment fee of $16,500 payable to
Agent for the account of Lenders in accordance with their Percentage Shares;
and
(c) Agent shall have additionally received all of the following
documents, each document (unless otherwise indicated) being dated the date of
receipt thereof by Agent, duly authorized, executed and delivered, and in
form and substance satisfactory to Agent:
(i) certificates of duly authorized officers of Borrower and each
Subsidiary Guarantor to the effect that all of the representations and
warranties set forth in Article IV hereof are true and correct at and as
of the time of such effectiveness;
(ii) certificates of the Secretaries or Assistant Secretaries of
Borrower and each Subsidiary Guarantor dated the date of the Amendment
Documents certifying that attached thereto is a true and complete copy
of resolutions adopted by the Board of Directors of such corporation
authorizing the execution, delivery and performance of the Amendment
Documents and certifying the names and true signatures of the officers
of such corporation authorized to sign the Amendment Documents;
(iii) an opinion of Borrower's General Counsel in form and
substance satisfactory to Agent; and
(iv) such supporting documents as Agent may reasonably request.
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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.l. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to
induce each Lender to enter into the Amendment Documents, each of Borrower
and the Subsidiary Guarantors represents and warrants to each Lender that:
(a) The representations and warranties contained in Section 4.1 of the
Original Agreement are true and correct at and as of the time of the
effectiveness hereof.
(b) Each of Borrower and the Subsidiary Guarantors is duly authorized
to execute and deliver the Amendment Documents and is and will continue to be
duly authorized to borrow monies and to perform its obligations under the
Credit Agreement. Each of Borrower and the Subsidiary Guarantors has duly
taken all corporate action necessary to authorize the execution and delivery
of the Amendment Documents and to authorize the performance of its
obligations hereunder.
(c) The execution and delivery by each of Borrower and the Subsidiary
Guarantors of the Amendment Documents, the performance by each of Borrower
and the Subsidiary Guarantors of its obligations thereunder and the
consummation of the transactions contemplated thereby do not and will not
conflict with any provision of law, statute, rule or regulation or of the
certificate or articles of incorporation and bylaws of Borrower and each
Subsidiary Guarantor, or of any material agreement, judgment, license, order
or permit applicable to or binding upon Borrower or any Subsidiary Guarantor,
or result in the creation of any lien, charge or encumbrance upon any assets
or properties of Borrower or any Subsidiary Guarantor. Except for those
which have been obtained, no consent, approval, authorization or order of any
court or governmental authority or third party is required in connection with
the execution and delivery by Borrower or any Subsidiary Guarantor of the
Amendment Documents.
(d) When duly executed and delivered, each of the Amendment Documents
and the Credit Agreement will be a legal and binding obligation of each of
Borrower and the Subsidiary Guarantors, enforceable in accordance with its
terms, except as limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors' rights and by equitable
principles of general application.
(e) The audited annual Consolidated financial statements of Borrower
dated as of December 31, 1994 and the unaudited quarterly Consolidated
financial statements of Borrower dated as of September 30, 1995 fairly
present the Consolidated financial position at such dates and the
Consolidated statement of operations and the changes in Consolidated
financial position for the periods ending on such dates for Borrower. Copies
of such financial statements have heretofore been delivered to each Lender.
Since September 30, 1995, no material adverse change has occurred in the
financial condition or businesses or in the Consolidated financial condition
or businesses of Borrower.
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ARTICLE V.
MISCELLANEOUS
Section 5.1. RATIFICATION OF AGREEMENTS. The Original Agreement as
hereby amended is hereby ratified and confirmed in all respects. The Loan
Documents, as they may be amended or affected by the various Amendment
Documents, are hereby ratified and confined in all respects. Any reference
to the Credit Agreement in any Loan Document shall be deemed to refer to this
Amendment also and any reference in any Loan Document to any other document
or instrument amended, renewed, extended or otherwise affected by any
Amendment Document shall also refer to such Amendment Document. The
execution, delivery and effectiveness of the other Amendment Documents shall
not, except as expressly provided herein or therein, operate as a waiver of
any right, power or remedy of Lender under the Credit Agreement or any other
Loan Document nor constitute a waiver of any provision of the Credit
Agreement or any other Loan Document.
Section 5.2. SURVIVAL OF AGREEMENTS. All representations, warranties,
covenants and agreements of Borrower herein shall survive the execution and
delivery of the Amendment Documents and the performance hereof and shall
further survive until all of the Obligations are paid in full. All
statements and agreements contained in any certificate or instrument
delivered by Borrower or any Related Person hereunder or under the Credit
Agreement to any Lender shall be deemed to constitute representations and
warranties by, and/or agreements and covenants of, Borrower under the
Amendment Documents and under the Credit Agreement.
Section 5.3. GOVERNING LAW. The Amendment Documents shall be governed
by and construed in accordance with the laws of the State of Texas and any
applicable laws of the United States of America in all respects, including
construction, validity and performance.
Section 5.4. COUNTERPARTS. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
Amendment.
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IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.
HECLA MINING COMPANY, Borrower
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx
President-Finance and Treasurer
COLORADO AGGREGATE COMPANY OF NEW
MEXICO, INC., Subsidiary Guarantor
By: /s/ J. Gary Childress
---------------------------------
J. Gary Childress
Vice President
KENTUCKY-TENNESSEE CLAY COMPANY,
Subsidiary Guarantor
By: /s/ J. Gary Childress
---------------------------------
J. Gary Childress
Vice President
K-T FELDSPAR CORPORATION,
Subsidiary Guarantor
By: /s/ J. Gary Childress
---------------------------------
J. Gary Childress
Vice President
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MOUNTAIN WEST PRODUCTS, INC.
Subsidiary Guarantor
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
Vice President
EQUINOX RESOURCES INC.
Subsidiary Guarantor
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
NATIONSBANK OF TEXAS, N.A.,
Agent and Lender
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
SEATTLE-FIRST NATIONAL BANK, Lender
By: /s/ Xxx Xxxxx
---------------------------------
Xxx Xxxxx, Vice President
BANK OF AMERICA, IDAHO, N.A., Lender
By: /s/ Xxxx X. XxxXxxx
---------------------------------
Xxxx X. XxxXxxx, Vice President
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FIRST SECURITY BANK OF IDAHO, N.A.,
Lender
By: /s/ Xxxxx Xxxx
---------------------------------
Xxxxx Xxxx, Vice President
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