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EXHIBIT 10.1(b)
LOAN AGREEMENT AMENDMENT
This Loan Agreement Amendment (hereinafter referred to as "Amendment") is
made and effective this 19th day of February, 1997, 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 000-000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (hereinafter referred to as "ConSil").
RECITALS AND DEFINITIONS
WHEREAS, Hecla and ConSil entered into that certain Loan Agreement dated
June 28, 1996 (hereinafter referred to 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 to amend the Agreement with this 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
THOUSAND DOLLARS ($700,000) (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 April 30, 1997.
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 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 Amendment.
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3. ENTIRE AGREEMENT. This 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 Amendment shall not be binding on either
party except to the extent incorporated in this Amendment and the Agreement.
4. CONSIDERATION. The consideration for this Amendment shall be deemed
to be the extension of additional credit and additional time for repayment, all
as specified in Section 1 of this 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 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 have executed
this Amendment on the date first above written.
CONSIL CORP. HECLA MINING COMPANY
By /s/ Xxxxx X. Xxxxx By /s/ Xxxx X. Xxxxxxxx
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Xxxxx X. Xxxxx Xxxx X. Xxxxxxxx
Chairman Vice President
ATTEST: ATTEST:
/s/ Xxxxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Secretary Secretary
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STATE OF IDAHO )
) ss.
COUNTY OF KOOTENAI )
On this 19th day of February in the year of 1997, before me, the
undersigned, a Notary Public in and for the State of Idaho, personally appeared
Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxx, known or identified to me to be the Vice
President and the 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/ Xxxxx Xxx Xxxxxxx
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Notary Public
Residing at Rathdrum, Idaho
My Commission Expires 8/5/2000
STATE OF IDAHO )
) ss.
COUNTY OF KOOTENAI )
On this 19th day of February in the year of 1997, before me, the
undersigned, a Notary Public in and for the State of Idaho, personally appeared
Xxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxx, known or identified to me to be the
Chairman and the Secretary, respectively, of ConSil Corp., 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/ Xxxxx Xxx Xxxxxxx
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Notary Public
Residing at Rathdrum, Idaho
My Commission Expires 8/5/2000
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EXHIBIT A
PROMISSORY NOTE
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$700,000 City of Coeur d'Alene
State of Idaho
On February 19, 1997, 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 thousand dollars
($700,000), or such other amount as may be outstanding pursuant to that certain
Loan Agreement dated June 28, 1996, as amended by that certain Loan Agreement
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, payable upon the demand of authorized representatives of Hecla Mining
Company.
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 /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chairman
Attest:
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
Secretary
