exv10w2





Exhibit 10.2


DATED
27 October
2009




(1) COEUR D’ALENE MINES CORPORATION

as Guarantor




- and -




(2) CREDIT SUISSE

as Security Agent




GUARANTEE AND

INDEMNITY




 









 





CONTENTS




	 	 	 	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	2.
	 	GUARANTEE AND INDEMNITY	 	 	2	 
	3.
	 	NATURE OF GUARANTEE	 	 	3	 
	4.
	 	REINSTATEMENT	 	 	3	 
	5.
	 	WAIVER OF DEFENCES	 	 	3	 
	6.
	 	GUARANTOR INTENT	 	 	4	 
	7.
	 	APPROPRIATIONS AND SUSPENSE ACCOUNT	 	 	4	 
	8.
	 	DEFERRAL OF GUARANTOR’S RIGHTS	 	 	5	 
	9.
	 	REPRESENTATIONS OF THE GUARANTOR	 	 	6	 
	10.
	 	UNDERTAKINGS OF THE GUARANTOR	 	 	8	 
	11.
	 	RELEASE AND TERMINATION	 	 	12	 
	12.
	 	SET-OFF	 	 	13	 
	13.
	 	PAYMENT	 	 	13	 
	14.
	 	STAMP DUTY	 	 	13	 
	15.
	 	COSTS AND EXPENSES	 	 	14	 
	16.
	 	DEFAULT INTEREST	 	 	14	 
	17.
	 	CURRENCIES	 	 	14	 
	18.
	 	INDEMNITY	 	 	15	 
	19.
	 	CHANGES TO THE PARTIES	 	 	15	 
	20.
	 	MISCELLANEOUS	 	 	15	 
	21.
	 	DISCLOSURE	 	 	16	 
	22.
	 	NOTICES	 	 	16	 
	23.
	 	COUNTERPARTS	 	 	16	 
	24.
	 	GOVERNING LAW	 	 	17	 
	25.
	 	ENFORCEMENT	 	 	17	 






 









 






			
	 	 	 
	THIS GUARANTEE AND INDEMNITY is made on
	 	27 October 2009






BY





	(1)	 	COEUR D’ALENE MINES CORPORATION, a company incorporated in the State of Idaho of the United
States of America whose registered office is located at 505 Front Avenue, Coeur d’Alene, ID 83814,
United States, as guarantor (the “Guarantor”);




in favour of:





	(2)	 	CREDIT SUISSE, a banking institution incorporated under the laws of Switzerland, acting through
its office at Paradeplatz 8, 8001 Zurich, Switzerland, as security agent for the Finance Parties
(the “Security Agent”).




IT IS AGREED:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Deed:






	 	(a)	 	terms defined in, or construed for the purposes of, the Term Facility
Agreement (as defined below) have the same meanings when used in this Deed (unless the
same are otherwise defined in this Deed); and
	 
	 	(b)	 	the following terms have the following meanings:






	 	 	“Borrower” means Coeur Alaska Inc., a company incorporated in the state of Delaware of the
United States of America, acting through its office at 505 Front Avenue, Coeur d’Alene, ID
83814, United States;
	 
	 	 	“Default Rate” means the rate of interest determined in accordance with clause [8.3] of the
Term Facility Agreement;
	 
	 	 	“Term Facility Agreement” means the term facility agreement dated on or about the date of
this Deed and made between, among others, (1) the Borrower, (2) the financial institutions
listed in schedule 1 thereto and (3) Credit Suisse in its capacities as Arranger, Security
Agent, Facility Agent and Hedge Provider;
	 
	 	 	“Party” means a party to this Deed and includes the Security Agent whether or not it
is a signatory to this Deed.






	1.2	 	Interpretation






	 	(a)	 	Unless a contrary indication appears, any reference in this Deed to:






	 	(i)	 	the “Borrower”, the “Guarantor” or the “Security Agent” shall be construed so
as to include its successors in title, permitted assigns and permitted transferees;
	 
	 	(ii)	 	“this Deed”, the “Term Facility Agreement”, any other “Finance Document”
or any other agreement or instrument is a reference to this Deed, the Term Facility
Agreement, that Finance Document or other agreement or instrument as amended, supplemented, extended, restated, novated and/or replaced in
any manner from time to time (however fundamentally and even




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	 	 	 	if any of the same increases the Borrower’s obligations or provides for further advances);






	 	(iii)	 	“including” or “includes” means including or includes without limitation;
	 
	 	(iv)	 	“Guaranteed Obligations” includes obligations and liabilities which would be
treated as such but for the liquidation, administration or dissolution of or similar event
affecting the Borrower;
	 
	 	(v)	 	a provision of law is a reference to that provision as amended or re-enacted; and
	 
	 	(vi)	 	the singular includes the plural and vice versa.






	 	(b)	 	References to clauses, paragraphs and schedules are to be construed, unless otherwise
stated, as references to clauses, paragraphs and schedules of this Deed.
	 
	 	(c)	 	Clause and schedule headings are for ease of reference only and shall not affect the
construction of this Deed.
	 
	 	(d)	 	If the Security Agent reasonably considers that an amount paid by the Guarantor under this
Deed or by the Borrower under a Finance Document is likely to be avoided or otherwise set aside
on the liquidation or administration of the Guarantor or the Borrower, then that amount shall
not be considered to have been irrevocably paid for the purposes of this Deed.
	 
	 	(e)	 	The Parties intend that this document shall take effect as a deed notwithstanding the fact
that a Party may only execute this document under hand.






	1.3	 	Third party rights
	 
	 	 	A person who is not a party to this Deed shall have no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Deed.
	 
	1.4	 	Trust
	 
	 	 	The Security Agent shall hold the benefit of all the obligations and undertakings contained
in this Deed and all its rights and claims under this Deed as trustee for the Finance
Parties from time to time.
	 
	2.	 	GUARANTEE AND INDEMNITY
	 
	 	 	The Guarantor irrevocably and unconditionally:






	 	(a)	 	guarantees to the Security Agent the punctual payment by the Borrower of all of the
Secured Liabilities which constitute payment obligations (the “Guaranteed Obligations”);
	 
	 	(b)	 	undertakes with the Security Agent that whenever the Borrower does not pay any amount
of the Guaranteed Obligations when due within any applicable grace period, the Guarantor
shall immediately on demand pay that amount as if it were the principal obligor; and
	 
	 	(c)	 	agrees with the Security Agent that if any obligation guaranteed by it is or becomes
unenforceable, invalid or illegal, it will, as an independent and primary obligation,
indemnify the Security Agent immediately on demand against any cost, loss or




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	 	 	 	liability it incurs as a result of the Borrower not paying any amount which would,
but for such unenforceability, invalidity or illegality, have been payable by it
under any Finance Document on the date when it would have been due. The amount
payable by the Guarantor under this indemnity will not exceed the amount it would
have had to pay under this Deed if the amount claimed had been recoverable on the
basis of a guarantee.






	3.	 	NATURE OF GUARANTEE
	 
	3.1	 	Continuing guarantee
	 
	 	 	This Deed is a continuing guarantee and will extend to the ultimate balance of all the
Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in
part.
	 
	3.2	 	Additional and separate guarantee
	 
	 	 	This Deed is in addition to, and without prejudice to and shall not merge with, any other
right, remedy, guarantee or Security which the Security Agent may at any time hold for any
of the Guaranteed Obligations.
	 
	3.3	 	Immediate recourse
	 
	 	 	The Guarantor waives any right it may have of first requiring the Security Agent (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security
or claim payment from any person before claiming from the Guarantor under this Deed. This
waiver applies irrespective of any law or any provision of a Finance Document to the
contrary.
	 
	4.	 	REINSTATEMENT
	 
	 	 	If any discharge, release or arrangement given by the Security Agent (whether in respect of
the obligations of the Borrower or the Guarantor or any security for those obligations or
otherwise) is made by the Security Agent in whole or in part on the basis of any payment,
security or other disposition which is avoided or must be restored in insolvency,
liquidation, administration or otherwise, without limitation, then the liability of the
Guarantor under this Deed will continue or be reinstated as if the discharge, release or
arrangement had not occurred.
	 
	5.	 	WAIVER OF DEFENCES
	 
	 	 	The obligations of the Guarantor under this Deed will not be affected by an act, omission,
matter or thing which, but for this Deed, would reduce, release or prejudice any of its
obligations under this Deed (without limitation and whether or not known to it or the
Security Agent) including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, the Borrower or any other person;
	 
	 	(b)	 	the release of the Borrower or any other person under the terms of any composition or
arrangement with any creditor;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over assets of, the
Borrower or any other person, or any non-presentation or non-observance of any




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	 	 	 	formality or other requirement in respect of any instrument, or any failure to
realise the full value of any security;






	 	(d)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of the Borrower or any other person;
	 
	 	(e)	 	any amendment, novation, supplement, extension, restatement (however
fundamental and whether or not more onerous) or replacement of a Finance Document
or any other document or security including, without limitation, any change in the
purpose of, any extension of or increase in any facility or the addition of any new
facility under any Finance Document or other document or security;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any
person under any Finance Document or any other document or security; or
	 
	 	(g)	 	any insolvency or similar proceedings.






	6.	 	GUARANTOR INTENT
	 
	 	 	Without prejudice to the generality of clause 5 (Waiver of defences), the Guarantor
expressly confirms that it intends that this guarantee shall extend from time to time to
any (however fundamental) variation, increase, extension or addition of or to any of the
Finance Documents and/or any facility or amount made available under any of the Finance
Documents for the purposes of or in connection with any of the following: business
acquisitions of any nature; increasing working capital; enabling investor distributions to
be made; carrying out restructurings; refinancing existing facilities; refinancing any
other indebtedness; making facilities available to new borrowers; any other variations or
extension of the purposes for which any such facility or amount might be made available
from time to time; and any fees, costs and/or expenses associated with any of the
foregoing.
	 
	7.	 	APPROPRIATIONS AND SUSPENSE ACCOUNT
	 
	7.1	 	Right of appropriation






	 	(a)	 	All monies received or recovered by the Security Agent from the Guarantor or the
Borrower or any other person in respect of the Guaranteed Obligations may be applied by the
Security Agent to reduce any part of the Guaranteed Obligations or as it sees fit or in
accordance with clause 7.2 (Application and suspense account).
	 
	 	(b)	 	Any such appropriation shall override any appropriation by the Guarantor.






	7.2	 	Application and suspense account
	 
	 	 	Until all the amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full, the Security Agent (or any
trustee or agent on their behalf) may:






	 	(a)	 	refrain from applying or enforcing any other monies, security or rights held or
received by it (or any trustee or agent on its behalf) in respect of the Guaranteed
Obligations or apply and enforce the same in such manner and order as it sees fit (whether
against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and
	 
	 	(b)	 	hold in an interest-bearing suspense account any monies received from the Guarantor or
on account of the Guarantor’s liabilities under this Deed.






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	8.	 	DEFERRAL OF GUARANTOR’S RIGHTS
	 
	8.1	 	Deferral of rights
	 
	 	 	Until all the amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full, and unless the Security
Agent otherwise directs, the Guarantor shall not exercise any rights which it may have by
reason of performance by it of its obligations under the Finance Documents or by reason of
any amount being payable, or liability arising, under this Deed:






	 	(a)	 	to be indemnified by the Borrower;
	 
	 	(b)	 	to claim any contribution from any other guarantor of the Borrower’s obligations
under the Finance Documents;
	 
	 	(c)	 	to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Security Agent under the Finance Documents or of any other
guarantee or security taken pursuant to, or in connection with, the Finance Documents by
the Security Agent;
	 
	 	(d)	 	to bring legal or other proceedings for an order requiring the Borrower to make any
payment, or perform any obligation, in respect of which the Guarantor has given a
guarantee, undertaking or indemnity under clause 2 (Guarantee and Indemnity);
	 
	 	(e)	 	to exercise any right of set-off against the Borrower; and/or
	 
	 	(f)	 	to claim or prove as a creditor of the Borrower in competition with the Security Agent.






	 	 	If the Guarantor receives any benefit, payment or distribution in relation to such rights
or any security as a result of any breach of clause 8.2 (No security) it shall:






	 	(i)	 	hold that benefit, payment, security or distribution, to the extent necessary to enable
all the Guaranteed Obligations to be repaid in full on trust for the Security Agent; and
	 
	 	(ii)	 	promptly pay or transfer the same to the Security Agent or as the Security Agent may
direct for application in or towards discharge of the Guaranteed Obligations.






	8.2	 	No security
	 
	 	 	Until all the amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full, and unless the Security
Agent otherwise directs, the Guarantor shall not have or take from the Borrower or any
other surety for any Guaranteed Obligation any security in respect of its liability under
this Deed or in respect of any other obligation or liability which the Borrower has or may
in future have to the Guarantor.
	 
	8.3	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by the Security Agent.




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	9.	 	REPRESENTATIONS OF THE GUARANTOR
	 
	9.1	 	General
	 
	 	 	The Guarantor makes the representations and warranties set out in this clause 9 to the
Security Agent.
	 
	9.2	 	Organisation and powers
	 
	 	 	The Guarantor (a) is duly organised, validly existing and in good standing under the Laws
of its jurisdiction of organisation, (b) has all requisite corporate power and authority,
and the legal right, to own and operate its property and assets, to lease the property it
operates as lessee and to carry on its business as now conducted and (d) has the power and
authority, and the legal right, to execute, deliver and perform its obligations under this
Deed and any other Finance Documents to which it is a party and each other agreement or
instrument contemplated hereby or thereby to which it is or will be party.
	 
	9.3	 	Authorisations and no conflicts
	 
	 	 	This Deed and the transactions contemplated hereunder (a) have been duly authorised by all
requisite corporate, and, if required, stockholder action on the part of the Guarantor and
(b) will not (i) violate (A) any provision of Law, statute, rule or regulation, or the
organisational documents of the Guarantor, (B) any order of any Governmental Authority or
arbitrator applicable to the Guarantor or (C) any provision of any indenture, agreement or
other instrument to which the Guarantor is a party or by which the Guarantor or any of the
Guarantor’s property is or may be bound, except any of the foregoing that would not
reasonably be expected to result in a Material Adverse Effect; (ii) be in conflict with,
result in a breach of or constitute (alone or with notice or lapse of time or both) a
default under, or give rise to any right to accelerate or to require the prepayment,
repurchase or redemption of any obligation under any such indenture, agreement or other
instrument except any of the foregoing that would not reasonably be expected to result in a
Material Adverse Effect; or (iii) result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by the Guarantor
(other than Liens created under the Security Documents).
	 
	9.4	 	Governing law and enforcement






	 	(a)	 	The choice of governing law of each of the Finance Documents to which it is a party
will be recognised and enforced in its Relevant Jurisdictions.
	 
	 	(b)	 	Any judgment obtained in relation to a Finance Document to which it is a party in the
jurisdiction of the governing law of that Finance Document will be recognised and enforced
in its Relevant Jurisdictions.






	9.5	 	Enforceability
	 
	 	 	Subject to the Legal Reservations, this Deed has been duly executed and delivered by the
Guarantor and constitutes, and each other Finance Document to which it is a party when
executed and delivered by the Guarantor will constitute, a legal, valid and binding
obligation of the Guarantor enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganisation, moratorium or other Laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at Law. None of the Finance Documents to
which the Guarantor is party has been amended or modified subsequent to having been
delivered to the Security Agent, except as permitted under this Deed.




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	9.6	 	Taxes
	 
	 	 	The Guarantor has filed all material federal, state and local tax returns that it is
required to file, has paid all material taxes that it is required to pay to the extent due
(other than those taxes that it is contesting in good faith and by appropriate proceedings,
with adequate, segregated reserves established for such taxes) and, to the extent such
taxes are not due, has established reserves that are adequate for the payment thereof and
are required by US GAAP.
	 
	9.7	 	Validity and admissibility in evidence
	 
	 	 	The Guarantor maintains and is in compliance with all Authorisations required under any
applicable Law or regulation:






	 	(a)	 	to enable it lawfully to enter into, exercise its rights and comply with its
obligations in each Finance Document to which it is a party; and
	 
	 	(b)	 	to make each Finance Document to which it is a party admissible in evidence in its
jurisdiction of incorporation.






	9.8	 	Deduction of Tax
	 
	 	 	It is not required under the Law of its jurisdiction of incorporation to make any deduction
or withholding for or on account of Tax from any payment it may make under any Finance
Document to which it is a party.
	 
	9.9	 	No filing or stamp taxes
	 
	 	 	As at the date of this Deed, under the Law of its jurisdiction of incorporation it is not
necessary:






	 	(a)	 	that any Finance Document to which it is a party be filed, recorded or enrolled
with any court or other authority in that jurisdiction; or
	 
	 	(b)	 	that any stamp, registration or similar tax be paid on or in relation to any Finance
Document to which it is a party or the transactions contemplated by any Finance Document to
which it is a party.






	9.10	 	Financial statements






	 	(a)	 	Any Original Financial Statements relating to it were prepared in accordance with US
GAAP consistently applied.
	 
	 	(b)	 	Any Original Financial Statements relating to it fairly represent its consolidated
financial condition and operations during the relevant period.






	9.11	 	No undisclosed liabilities
	 
	 	 	As at the date as of which its most recent audited financial statements were prepared
(which, at the date of this Deed, are the Original Financial Statements), it did not have
any material liabilities (contingent or otherwise) which were required by US GAAP to be
disclosed thereby but which were not disclosed thereby (or by the notes thereto) or
reserved against therein nor any unrealised or anticipated losses arising from commitments
entered into by it which were not so disclosed or reserved against.




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	9.12	 	No winding-up
	 
	 	 	It has not taken any corporate action, nor have any other steps been taken or legal
proceedings been started or threatened against it for its winding-up, dissolution,
administration or reorganisation or for the appointment by it (or on its behalf) of a
receiver, administrator, administrative receiver, trustee or similar officer in relation to
itself or all or any of its assets or revenues.
	 
	9.13	 	No proceedings pending or threatened
	 
	 	 	No litigation, arbitration or administrative proceedings of or before any court, arbitral
body or agency (including any arising from or relating to Environmental Law) which, if
adversely determined, might reasonably be expected to constitute or result in a Material
Adverse Effect, have (to the best of its knowledge and belief) been started or threatened
against it.
	 
	9.14	 	No Security
	 
	 	 	There is no prior Security affecting the Collateral pledged by the Guarantor pursuant to
the Guarantor Pledge Agreement.
	 
	9.15	 	No immunity
	 
	 	 	In any proceedings taken in any jurisdiction in relation to any Finance Document, it is not
entitled to claim for itself or any of its assets immunity from suit, execution, attachment
or other legal process.
	 
	9.16	 	Investment Company Act
	 
	 	 	The Guarantor is not required to register as an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940, as amended.
	 
	9.17	 	Repetition
	 
	 	 	The representations and warranties set out in this clause 9 are also deemed to be made by
the Guarantor by reference to the facts and circumstances then existing on each date on
which any representation or warranty is made or deemed to be made by the Borrower pursuant
to the Term Facility Agreement.
	 
	10.	 	UNDERTAKINGS OF THE GUARANTOR
	 
	 	 	The undertakings in the clause 10 remain in force from the date of this Deed for so long as
any amount is outstanding to any of the Finance Parties under the Finance Documents or any
Commitment is in force.
	 
	10.1	 	Financial covenants






	 	(a)	 	Until the Final Completion Date, the Guarantor shall ensure that at all times its
Tangible Net Worth is no less than US$1,500,000,000.
	 
	 	(b)	 	After the Final Completion Date, the Guarantor shall ensure that at all times its
Tangible Net Worth is no less than US$1,000,000,000.






	10.2	 	Financial statements and Project reports
	 
	 	 	The Guarantor hereby undertakes to procure that the Borrower complies with its obligations
under clause 18.1 (Financial statements and Project reports) of the Term Facility Agreement




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	 	 	and agrees to supply forthwith to the Security Agent (on behalf of the Facility Agent) all
financial statements and reports relating to the Project as set out therein in the event
that the Borrower fails to comply with such obligations within the timescales set out in
the Term Facility Agreement.






	10.3	 	Requirements as to financial statements
	 
	 	 	The Guarantor hereby undertakes to procure that the Borrower complies with its obligations
under clause 18.2 (Requirements as to financial statements) of the Term Facility Agreement
and agrees to:






	 	(a)	 	ensure that each set of financial statements are certified by an officer of the
relevant Obligor in accordance with clause 18.2(a); and
	 
	 	(b)	 	ensure that each set of financial statements of the Guarantor is prepared using US
GAAP, accounting practices and financial reference periods consistent with those applied in
the preparation of the Original Financial Statements for the Guarantor Obligor in
accordance with clause 18.2(b),






	 	 	in each case in the event that the Borrower fails to comply with such obligations.
	 
	10.4	 	Information: miscellaneous
	 
	 	 	The Guarantor hereby undertakes to procure that the Borrower complies with its obligations
under clause 18.3 (Information: miscellaneous) of the Term Facility Agreement and agrees to
comply with such obligations on behalf of the Borrower in the event that the Borrower fails
to do so.
	 
	10.5	 	Access to Collateral
	 
	 	 	The Guarantor shall not do anything to impede or restrict the access of the Facility Agent
or any of its representatives, professional advisers or contractors with access to inspect
the Collateral of the Borrower in accordance with clause 18.4 (Access to Collateral) of the
Term Facility Agreement.
	 
	10.6	 	Notification of Default
	 
	 	 	The Guarantor shall notify the Security Agent of any Default under the Term Facility
Agreement (and the steps, if any, being taken to remedy it) promptly upon becoming aware of
its occurrence, in the event that the Borrower fails to comply with its obligations under
clause 18.5(a) (Notification of Default) under the Term Facility Agreement.
	 
	10.7	 	Notification of noncompliance
	 
	 	 	The Guarantor shall notify the Security Agent of any: (A) fact, circumstance, condition or
occurrence at, on or arising from, the Site or the Project that results in noncompliance
with any Environmental Law having, individually or in the aggregate, a Material Adverse
Effect or any Release of Hazardous Substances on or from the Project or any other part of
the Property Rights that has resulted in a Material Adverse Effect, and (B) pending
Environmental Claim having, individually or in the aggregate, a Material Adverse Effect
against the Borrower or, to the Borrower’s knowledge, any of its Affiliates, contractors or
lessees arising in connection with its or their occupying or conducting operations on or at
the Project, in each case of which it is aware to the best of its knowledge, in the event
that the Borrower fails to comply with its obligations under clause 18.6 (Notification of
noncompliance) under the Term Facility Agreement.




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	10.8	 	Notification of misrepresentation
	 
	 	 	The Guarantor shall notify the Security Agent promptly upon becoming aware that any
representation made or deemed to be made by an Obligor under any Finance Document has
become untrue or misleading in any material respect.
	 
	10.9	 	Disputes
	 
	 	 	The Guarantor shall inform the Security Agent promptly (and with reasonable detail) upon
becoming aware of any dispute or potential dispute with any counterparty to a Transaction
Document, save where such dispute is minor or frivolous and is resolved amicably within 10
Business Days of such dispute arising, in the event that the Borrower fails to comply with
its obligations under clause 18.8 (Disputes) under the Term Facility Agreement.
	 
	10.10	 	“Know your customer” checks
	 
	 	 	The Guarantor hereby undertakes to procure that the Borrower complies with its obligations
under clause 18.9 (“Know your customer” checks) of the Term Facility Agreement and agrees
to comply with such obligations on behalf of the Borrower in the event that the Borrower
fails to do so.
	 
	10.11	 	Insurance






	 	(a)	 	The Guarantor hereby undertakes to procure that the Borrower complies with its
obligations under clause 19 (Insurance) (save for clause 19.1(g)) of the Term Facility
Agreement and agrees to comply with such obligations on behalf of the Borrower in the event
that the Borrower fails to do so.
	 
	 	(b)	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 19.1(g) of the Term Facility Agreement.






	10.12	 	All Plans and reports
	 
	 	 	The Guarantor procures that the Borrower shall comply with its obligations under clause
21.9 (All Plans and reports) of the Term Facility Agreement and agrees to comply with such
obligations on behalf of the Borrower in the event that the Borrower fails to do so.
	 
	10.13	 	No liens on Collateral






	 	(a)	 	Except in relation to any to any Permitted Liens, the Guarantor in its capacity as
controlling shareholder of the Borrower agrees that it shall not approve the creation or
existence of any Security over any of the Borrower’s property or assets.
	 
	 	(b)	 	Except in relation to any to any Permitted Liens, the Guarantor in its capacity as
controlling shareholder of the Borrower agrees that it shall not approve:






	 	(i)	 	any sale, transfer or other disposal of any of the Borrower’s property or assets on
terms whereby they are or may be leased to or re-acquired by the Borrower;
	 
	 	(ii)	 	any sale, transfer or other disposal of any of the Borrower’s property or assets on
recourse terms;




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	 	(iii)	 	the entry into any arrangement by the Borrower under which any of the Borrower’s property or
assets may be applied, set-off or made subject to a combination of accounts; or
	 
	 	(iv)	 	the entry into any other preferential arrangement having a similar effect in respect of
any of the Borrower’s property or assets,






	 	 	 	in circumstances where the arrangement or transaction is entered into primarily as a
method of raising Financial Indebtedness or of financing the acquisition of an asset.






	10.14	 	No disposals
	 
	 	 	Except in relation to any to any Permitted Disposals, the Guarantor in its capacity as
controlling shareholder of the Borrower agrees that it shall not approve the entry into any
single transaction or a series of transactions by the Borrower (whether related or not and
whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any of
the Collateral.
	 
	10.15	 	Merger
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not approve the entry into by the Borrower of any amalgamation, demerger, merger or
corporate reconstruction, except where the Borrower has obtained the prior written consent
of the Facility Agent.
	 
	10.16	 	Change of business
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not approve any substantial change to the general nature of the Borrower’s business
from that carried on at the date of the Term Facility Agreement.
	 
	10.17	 	Prompt payment of Taxes
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.7 (Prompt payment of Taxes) of the Term Facility Agreement.
	 
	10.18	 	Corporate Existence
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.8 (Corporate Existence) of the Term Facility Agreement.
	 
	10.19	 	Corporate matters
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.9 (Corporate matters) of the Term Facility Agreement.
	 
	10.20	 	Use of proceeds
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.10 (Use of proceeds) of the Term Facility Agreement.




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	10.21	 	Restricted payments
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.11 (Restricted payments) of the Term Facility Agreement.
	 
	10.22	 	No borrowings
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not approve any action by the Borrower to directly or indirectly create, incur,
assume or otherwise become or remain directly or indirectly liable with respect to any
Financial Indebtedness except Permitted Financial Indebtedness.
	 
	10.23	 	Subsidiaries
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.13 (Subsidiaries) of the Term Facility Agreement.
	 
	10.24	 	Arm’s length transactions
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.14 (Arm’s length transactions) of the Term Facility Agreement.
	 
	10.25	 	Environmental undertakings
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.15 (Environmental undertakings) of the Term Facility Agreement.
	 
	10.26	 	Environmental Claims






	 	(a)	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.16 (Environmental Claims) of the Term Facility Agreement.
	 
	 	(b)	 	The Guarantor shall promptly notify the Security Agent of any Environmental Claim,
which could result in a Material Adverse Effect, in the event that the Borrower fails to
comply with its obligations under clause 22.16 (Environmental Claims) of the Term Facility
Agreement.






	10.27	 	ERISA
	 
	 	 	The Guarantor in its capacity as controlling shareholder of the Borrower agrees that it
shall not prevent, impede or restrict the Borrower in any way from complying with its
obligations under clause 22.17 (ERISA) of the Term Facility Agreement.
	 
	11.	 	RELEASE AND TERMINATION
	 
	 	 	Upon the full and final payment of the Secured Obligations (subject to clause 1.2(d)):




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	 	(a)	 	any guarantee, undertaking, indemnity or any other obligation pursuant to clause 2
(Guarantee and Indemnity) shall terminate; and
	 
	 	(b)	 	the Guarantor shall be unconditionally and irrevocably released from all its
obligations under this Deed.






	12.	 	SET-OFF
	 
	12.1	 	Set-off rights






	 	(a)	 	The Security Agent may (but shall not be obliged to) set off any obligation which is
due and payable by the Guarantor and unpaid (whether under the Finance Documents or which
has been assigned to the Security Agent by either the Borrower or Guarantor) against any
obligation (whether or not matured) owed by the Security Agent to either the Guarantor,
regardless of the place of payment, booking branch or currency of either obligation.
	 
	 	(b)	 	At any time after an Event of Default has occurred and is continuing (and in addition
to its rights under clause 12.1(a)), the Security Agent may (but shall not be obliged to)
set-off any contingent liability owed by the Guarantor under any Finance Document against
any obligation (whether or not matured) owed by the Security Agent to the Guarantor,
regardless of the place of payment, booking branch or currency of either obligation.
	 
	 	(c)	 	If the obligations are in different currencies, the Security Agent may convert either
obligation at a market rate of exchange in its usual course of business for the purpose of
the set-off.
	 
	 	(d)	 	If either obligation is unliquidated or unascertained, the Security Agent may set off
in an amount estimated by it in good faith to be the amount of that obligation.






	13.	 	PAYMENT
	 
	13.1	 	Payments
	 
	 	 	Subject to clause 13.2 (Gross-up), all payments to be made by the Guarantor under this Deed
shall be made without (and free and clear of, and without any deduction for or on account
of) any set-off or counterclaim, or (except to the extent compelled by law) any deduction
or withholding for or on account of tax.
	 
	13.2	 	Gross-up
	 
	 	 	If the Guarantor is compelled by law to make any deduction or withholding from any sum
payable under this Deed to the Security Agent, the sum so payable by the Guarantor shall be
increased so as to result in the receipt by the Security Agent of a net amount equal to the
full amount expressed to be payable under this Deed.
	 
	14.	 	STAMP DUTY
	 
	 	 	The Guarantor shall pay and shall indemnify the Security Agent on demand against any cost,
loss or liability the Security Agent incurs in relation to all stamp duty, registration and
other similar Taxes payable in respect of this Deed.




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	15.	 	COSTS AND EXPENSES
	 
	15.1	 	Transaction and amendment expenses
	 
	 	 	The Guarantor shall promptly on demand pay to the Security Agent the amount of all
reasonable costs, charges and expenses (including, without limitation, reasonable legal
fees, valuation, accountancy and consultancy fees (and any VAT or similar Tax thereon))
incurred by the Security Agent in connection with any actual or proposed amendment or
extension of, or any waiver or consent under, this Deed.
	 
	15.2	 	Enforcement and preservation costs
	 
	 	 	The Guarantor shall promptly on demand pay to the Security Agent the amount of all costs,
charges and expenses (including, (without limitation) legal fees (and any VAT or similar
Tax thereon)) incurred by the Security Agent in connection with the enforcement, exercise
or preservation (or the attempted enforcement, exercise or preservation) of any of its
rights under this Deed.
	 
	16.	 	DEFAULT INTEREST
	 
	 	 	Any amount which is not paid under this Deed when due shall bear interest (both before and
after judgment and payable on demand) from the due date until the date on which such amount
is unconditionally and irrevocably paid and discharged in full on a daily basis at the
Default Rate from time to time. Default interest will accrue from day to day and will be
compounded at such intervals as the Security Agent considers appropriate.
	 
	17.	 	CURRENCIES
	 
	17.1	 	Currency of account
	 
	 	 	Payments under this Deed in relation to the Guaranteed Obligations shall be made in the
Base Currency, and each payment in respect of costs, expenses or Taxes under this Deed
shall be made in the currency in which the costs, expenses or Taxes are incurred.
	 
	17.2	 	Currency indemnity
	 
	 	 	If any sum due from the Guarantor under this Deed (a “Sum”), or any order, judgment or
award given or made in relation to a Sum, has to be converted from the currency (the “First
Currency”) in which that Sum is payable into another currency (the “Second Currency”) for
the purpose of:






	 	(a)	 	making or filing a claim or proof against the Guarantor; or
	 
	 	(b)	 	obtaining or enforcing an order, judgment or award in relation to any litigation or
arbitration proceedings,






	 	 	the Guarantor shall, as an independent obligation, indemnify the Security Agent on demand
against any cost, loss or liability arising out of or as a result of the conversion
including any discrepancy between (A) the rate of exchange used to convert that Sum from
the First Currency into the Second Currency and (B) the rate or rates of exchange available
to the Security Agent at the time of its receipt of that Sum.




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	17.3	 	Waiver
	 
	 	 	The Guarantor waives any right it may have in any jurisdiction to pay any amount under this
Deed in a currency or currency unit other than that in which it is expressed to be payable.
	 
	18.	 	INDEMNITY
	 
	 	 	The Guarantor shall indemnify the Security Agent promptly on demand, against any cost,
loss, liability or expense (however arising) incurred by the Security Agent as a result of
or in connection with any breach by the Guarantor of any of its obligations under this
Deed.
	 
	19.	 	CHANGES TO THE PARTIES
	 
	19.1	 	The Guarantor
	 
	 	 	The Guarantor may not assign or transfer any of its rights or obligations under this Deed.
	 
	19.2	 	The Security Agent
	 
	 	 	The Security Agent may assign or transfer all or any part of its rights under this Deed in
accordance with the Term Facility Agreement. The Guarantor shall, immediately upon being
requested to do so by the Security Agent and at the cost of the Guarantor, enter into such
documents as may be necessary to effect such transfer.
	 
	20.	 	MISCELLANEOUS
	 
	20.1	 	Accounts
	 
	 	 	In any litigation proceedings arising out of or in connection with this Deed, the entries
made in the accounts maintained by the Security Agent are prima facie evidence of the
matters to which they relate.
	 
	20.2	 	Calculations and certificates
	 
	 	 	Any certification of or determination by the Security Agent specifying the amount of any
Guaranteed Obligation due from the Guarantor or other obligation due from the Borrower
(including details of any relevant calculation thereof) is, in the absence of manifest
error, conclusive evidence against the Borrower and Guarantor of the matters to which it
relates.
	 
	20.3	 	Partial invalidity
	 
	 	 	All the provisions of this Deed are severable and distinct from one another and if at any
time any provision is or becomes illegal, invalid or unenforceable in any respect under any
law of any jurisdiction, neither the legality, validity or enforceability of the remaining
provisions nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.
	 
	20.4	 	Remedies and waivers
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Security Agent, any
right or remedy under this Deed or any Finance Document shall operate as a waiver, nor
shall any single or partial exercise of any right or remedy prevent any further or other
exercise, or the exercise of any other right or remedy. The rights and remedies provided
in this Deed are cumulative and not exclusive of any rights or remedies provided by law.




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	20.5	 	Amendments and waivers
	 
	 	 	Any provision of this Deed may be amended only if the Security Agent and the Guarantor so
agree in writing and any breach of this Deed may be waived before or after it occurs only
if the Security Agent so agrees in writing. A waiver given or consent granted by the
Security Agent under this Deed will be effective only if given in writing and then only in
the instance and for the purpose for which it is given.
	 
	21.	 	DISCLOSURE
	 
	 	 	The Security Agent may disclose to a prospective assignee or transferee or to any other
person who may propose entering into contractual relations with the Security Agent in
relation to the Term Facility Agreement such information about the Guarantor in relation to
this Deed as the Security Agent may consider appropriate.
	 
	22.	 	NOTICES
	 
	22.1	 	Communication in writing
	 
	 	 	Any communication to be made under or in connection with this Deed shall be made in writing
and, unless otherwise stated, may be made by fax or letter.
	 
	22.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with this Deed are those identified with its name in the
execution pages of this Deed, or any substitute address, fax number or department or
officer as the Guarantor or the Security Agent may notify to the other Party by not less
than five Business Days’ notice.
	 
	22.3	 	Delivery






	 	(a)	 	Subject to clause 22.3(b), any communication or document made or delivered by one
person to another under or in connection with this Deed will only be effective:






	 	(i)	 	if by way of fax, when received in legible form; or
	 
	 	(ii)	 	if by way of letter, when it has been left at the relevant address or five Business
Days after being deposited in the post postage prepaid in an envelope addressed to it at
that address,






	 	 	 	and, if a particular department or officer is specified as part of its
address details provided under clause 22.2 (Addresses), if addressed to that department or
officer.
	 
	 	(b)	 	Any communication or document to be made or delivered to the Security Agent will
be effective only when actually received by the Security Agent and then only if it is
expressly marked for the attention of the department or officer specified in clause 22.2
(Addresses) (or any substitute department or officer as the Security Agent shall specify
for this purpose).






	23.	 	COUNTERPARTS
	 
	 	 	This Deed may be executed in any number of counterparts, and this has the same effect as if
the signatures (and seals, if any) on the counterparts were on a single copy of this Deed.




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	24.	 	GOVERNING LAW
	 
	 	 	This Deed and any non-contractual obligations arising out of or in connection with it shall
be governed by English law.
	 
	25.	 	ENFORCEMENT
	 
	25.1	 	Jurisdiction






	 	(a)	 	The courts of England have exclusive jurisdiction to settle any dispute arising out of
or in connection with this Deed (including a dispute relating to the existence, validity or
termination of this Deed or any non-contractual obligation arising out of or in connection
with this Deed) (a “Dispute”).
	 
	 	(b)	 	The Guarantor agrees that the courts of England are the most appropriate and convenient
courts to settle Disputes and accordingly no party will argue to the contrary.
	 
	 	(c)	 	This clause 25 is for the benefit of the Security Agent only. As a result, the Security
Agent shall not be prevented from taking proceedings relating to a Dispute in any other
courts with jurisdiction. To the extent allowed by law, the Security Agent may take
concurrent proceedings in any number of jurisdictions.






	25.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the
Guarantor:






	 	(a)	 	irrevocably appoints Law Debenture Corporate Services Limited as its agent for service
of process in relation to any proceedings before the English courts in connection with this
Deed; and
	 
	 	(b)	 	agrees that failure by a process agent to notify the Guarantor of the process will
not invalidate the proceedings concerned.




IN WITNESS of which this Deed has been duly executed by the Guarantor as a deed and duly executed
by the Security Agent and has been delivered on the first date specified on page 1 of this Deed.





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EXECUTION PAGE




	 	 	 
	THE GUARANTOR
	 	 
	 
	 	 
	EXECUTED as a deed by:
	 	)
	COEUR D’ALENE MINES
	 	)
	CORPORATION
	 	)
	 
	 	 
	Acting by:
	 	/s/ Mitchell J. Krebs
	 
	 	 
	Name:
	 	Mitchell J. Krebs
	 
	 	 
	Title:
	 	Chief Financial Officer
	Address:
	 	505 Front Avenue, PO Box 1
	 
	 	Coeur d’Alene, ID 83816-0316
	 
	 	United States
	 
	 	 
	Attention:
	 	The General Manager
	 
	 	 
	Telephone:
	 	+1 208 667 3511
	 
	 	 
	Fax:
	 	+1 208 667 2213
	 
	 	 
	Email:
	 	KKast@coeur.com / MKrebs@coeur.com
	 
	 	 
	Copy to:
	 	505 Front Avenue, PO Box 1
	 
	 	Coeur d’Alene, ID 83816-0316
	 
	 	United States
	 
	 	 
	 
	 	Attn: Mitchell J. Krebs
	 
	 	 
	 
	 	+1 208 769 8152 (telephone)
	 
	 	 
	 
	 	+1 208 667 2213 (fax)
	 
	 	 
	 
	 	MKrebs@coeur.com (email)
	 
	 	 
	 
	 	 
	 
	 	 
	THE SECURITY TRUSTEE
	 	 
	 
	 	 
	EXECUTED by:
	 	)
	CREDIT SUISSE
	 	)
	 
	 	 
	Acting by:
	 	/s/ C. D. Hunter
	 
	 	 
	Name:
	 	C. D. Hunter
	 
	 	 
	Title:
	 	Director
	 
	 	 
	Acting by:
	 	/s/ Flavia R. Sennhauser
	 
	 	 
	Name:
	 	Flavia R. Sennhauser






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	Title:
	 	Vice President
	 
	 	 
	Address:
	 	Giesshuebelstrasse 30, 8070 Zurich
	 
	 	Switzerland
	 
	 	 
	Attention:
	 	Flavia Sennhauser / Erik Boehmer
	 
	 	 
	Telephone:
	 	+41 44 334 68 43 / +41 44 333 21 39
	 
	 	 
	Fax:
	 	+41 44 333 21 04
	 
	 	 
	Email:
	 	flavia.r.sennhauser@credit-suisse.com /
	 
	 	erik.boehmer@credit-suisse.com







19