THIRD AMENDMENT TO MASTER AGREEMENT AND LEASE AGREEMENT
THIRD AMENDMENT
TO
MASTER AGREEMENT AND LEASE AGREEMENT
This Third Amendment (“Amendment”) to the Master Agreement and Lease Agreement between Xxxxxx Xxxxxxx S.A. de C.V. (hereinafter “Xxxxxxx”) and Minera Hecla, S.A. de C.V. (hereinafter “Hecla”) is entered into and effective the 2nd day of December, 2019
W I T N E S S E T H
WHEREAS, the parties entered into a Master Agreement and Lease Agreement dated July 15, 2015, as amended July 1, 2016 and August 2, 2017 (“Existing Agreement”);
WHEREAS, the parties desire to amend certain portions of the Existing Agreement;
NOW THEREFORE, in consideration of new business and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
PART I
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:
“Amendment” is defined in the preamble.
“Existing Agreement” is defined in the recitals.
“Hecla” is defined in the preamble.
“Xxxxxxx” is defined in the preamble.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Agreement.
PART II
AMENDMENTS TO EXISTING AGREEMENT
Effective on the date first written above, the Existing Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Agreement shall continue in full force and effect.
SUBPART 2.1 Amendments.
Section 6 - Lease Payments shall be amended as follows:
The following sentences shall be added to the end of Subsection b):
Commencing January l , 2020, while the Existing Agreement is in effect, Xxxxxxx shall reduce the US$22/tonne tailings fee payment to US$ l l/tonne for any given month in which both of the following events occur:
1) The Comex (or equivalent exchange service then in use) daily silver spot closing price average for any given month is less than $20/oz; and
2) The mill head grade average from the metallurgical balance for any given month averages less than 1,000 grams per ton equivalent silver head grade. This amount shall be determined by calculating the Comex monthly average closing price for both gold and silver.
If either or both of the above events do not occur, Hecla shall pay Xxxxxxx $22/metric ton as contemplated in the Existing Agreement and any amendments thereto.
Section 14 - Termination shall be amended as follows:
Subsection d) is deleted in its entirety and replaced with the following:
d) Hecla shall have the right to terminate the Agreement for convenience during Additional Term #3 upon one hundred fifty (150) days written notice to Xxxxxxx (“Termination for Convenience”).
PART III
MISCELLANEOUS
SUBPART 3.1 Counterparts. This Amendment may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy or other electronic transmission shall be effective as an original.
SUBPART 3.2 Full Force and Effect; Limited Amendment. Except as expressly amended or waived hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Agreement.
SUBPART 3.3 Governing Law. This Amendment AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment to the juri sdiction of the federal or state courts of located in Denver, Colorado.
SUBPART 3.4 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have signed and accepted the terms and conditions of this Third Amendment to the Master Agreement and Lease Agreement.
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MINERA HECLA, S.A. DE C.V. |
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XXXXXX XXXXXXX S.A. DE C.V. | ||
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By: |
/s/ Xxxxxx Xxxxxxx |
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By: |
/s/ Xxxxxx X. Xxxx |
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Print Name: Xxxxxx Xxxxxxx |
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Print Name: Xxxxxx X. Xxxx | ||
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Title: |
President |
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Title: |
President & CEO |
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Date: |
December 2, 2019 |
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Date: |
December 2, 2019 |
