exv10w1






Exhibit 10.1




EXECUTION VERSION




SECURITIES PURCHASE AGREEMENT




Dated as of February 5, 2010




by and among




COEUR D’ALENE MINES CORPORATION




and




THE PURCHASERS LISTED ON EXHIBIT A




 









 





SECURITIES PURCHASE AGREEMENT




     This SECURITIES PURCHASE AGREEMENT dated as of February 5, 2010 (this “Agreement”) is
by and among Coeur d’Alene Mines Corporation, an Idaho corporation (the “Company”), and
each of the purchasers whose names are set forth on Exhibit A attached hereto (each a
“Purchaser” and collectively, the “Purchasers”).



     The parties hereto agree as follows:



ARTICLE 1




PURCHASE AND SALE OF SECURITIES




     1.1. Purchase and Sale of Securities.



          (a) Upon the terms and conditions of this Agreement, the Company shall issue and sell to each
Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, (i)
senior unsecured notes in individual principal amounts corresponding with the amount set forth
opposite each Purchaser’s name on Exhibit A and in an aggregate principal amount of
$100,000,000 (the “Notes”), to be issued under that certain Indenture, dated February 5,
2010, by and between, the Company and The Bank of New York Mellon, as Trustee (the “Base
Indenture”), to be supplemented by Supplement No. 1 to the Indenture, to be dated February 5,
2010, by and between the Company and The Bank of New York Mellon, as Trustee (the “Indenture
Supplement” and together with the Base Indenture, the “Indenture”), (ii) an amount of
shares (the “Shares” and together with the Notes, the “Securities”) of common
stock, par value $1.00 per share, of the Company (the “Common Stock”) equal to (A)
$3,750,000 divided by (B) the Per Share Price. For purposes of this Agreement, the “Per Share
Price” for any Purchaser means 90% of the arithmetic average of the Daily VWAP (as defined in
the Notes) of the Common Stock of any four Trading Days (as defined in the Notes) chosen, at the
sole discretion of such Purchaser, during the ten Trading Days immediately following the
Announcement Date (as defined below) (the “Pricing Period”). The aggregate purchase price
for the Securities shall be $100,000,000.



          (b) The Company has filed with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3ASR (File No. 333-161617) (the
“Registration Statement”), including the prospectus contained therein (the “Base
Prospectus”), relating to securities (the “Shelf Securities”), including the
Securities, and any shares of Common Stock issued under the Notes in satisfaction of any amounts
due thereunder (the “Stock Amortization Shares”), to be issued from time to time by the
Company. The offering and sale of the Securities and the Stock Amortization Shares (the
“Offering”) are being made pursuant to (a) the Registration Statement and the Base
Prospectus, (b) if applicable, certain “free writing prospectuses” (as that term is defined in Rule
405 under the Securities Act of 1933, as amended (the “Act”)), that have been or will be
filed with the Commission and delivered to the Purchasers on or prior to the date hereof (the
“Issuer Free Writing Prospectus”), containing certain supplemental information regarding
the Securities and the Stock Amortization Shares, the terms of the Offering and the Company, and
(c) one or more prospectus supplements (the “Prospectus Supplements” and, collectively with
any Free Writing Prospectus and the Base Prospectus, the



 









 




“Prospectus”) containing certain supplemental information regarding the Securities and
the Stock Amortization Shares and the terms of the Offering that has been or will be filed with the
Commission and delivered to the Purchasers (or made available to the Purchasers by the filing by
the Company of an electronic version thereof with the Commission).



     1.2. Purchase Price and Closing. Subject to the terms and conditions of this
Agreement, the Company agrees to issue and sell to each Purchaser and, in consideration of and in
express reliance upon the representations, warranties, covenants, terms and conditions of this
Agreement, each Purchaser, severally but not jointly, agrees to purchase the Securities set forth
opposite such Purchaser’s name on Exhibit A for the amount to be paid by such Purchaser for
the Securities as specified on Exhibit A (as to each Purchaser, the “Purchase
Price”). At the Closing (as defined below) under this Agreement, each Purchaser shall deliver
its Purchase Price by wire transfer of immediately available funds to the Company. The Purchase
Price shall be allocated to the Shares to the extent of the fair market value of the shares on the
Share Issuance Date, and the remainder of the Purchase Price that is not allocated to the Shares
shall be allocated to the Notes.



          (a) The Closing under this Agreement (the “Closing”) shall take place on or before
February 5, 2010 (the “Closing Date”), provided, that all of the conditions set forth in
Article 4 hereof have been fulfilled or waived in accordance herewith. The Closing shall take
place at the offices of Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, 18th Floor, New
York, New York 10176 at 10:00 a.m. Eastern Standard Time, or at such other time and place as the
parties may agree. Subject to the terms and conditions of this Agreement, at the Closing the
Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each
Purchaser Notes for the applicable amounts set forth opposite the name of such Purchaser on
Exhibit A hereto. As provided in Section 3.1, on the Share Issuance Date (as defined in
Section 3.1) the Company shall issue and deliver or cause to be delivered to each Purchaser Shares
in the applicable percentages set forth opposite the names of such Purchaser on Exhibit A
hereto.



ARTICLE 2




REPRESENTATIONS AND WARRANTIES




     2.1. Representations and Warranties of the Company. Except as otherwise disclosed or
incorporated by reference in (i) the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008, its Quarterly Report on Form 10-Q for the quarter ended March 30, 2009, its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, its Quarterly Report on Form
10-Q for the Quarter ended September 30, 2009, and each Current Report on Form 8-K of the Company
filed or furnished after December 31, 2008 and prior to the date hereof and (ii) the Company’s
Registration Statement on Form S-3ASR filed with the Commission on August 31, 2009 and the
prospectus supplement to the core prospectus dated August 31, 2009 filed with the Commission on or
prior to the Closing Date (as defined below) (in each case, including any supplements or amendments
thereto) (the “Reports”), the Company hereby represents and warrants to the Purchasers, as of the
date of this Agreement and as of the Closing Date as follows:



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          (a) Organization, Good Standing and Power. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State of Idaho and has
the requisite corporate power to own, lease and operate its properties and assets and to conduct
its business as it is now being conducted. The Company and each such Subsidiary (as defined below)
is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have or result in a Material Adverse
Effect (as defined below). For the purposes of this Agreement, “Material Adverse Effect”
means any material adverse effect on the financial condition or results of operations of the
Company and its Subsidiaries taken as a whole and/or any condition, circumstance, or situation that
would prohibit or otherwise materially interfere with the ability of the Company to perform any of
its obligations under this Agreement or any of the Transaction Documents (as defined below) in any
material respect.



          (b) Authorization; Enforcement. The Company has the requisite corporate power and
authority to enter into and perform this Agreement, the Indenture and the Notes, (collectively, the
“Transaction Documents”) and to issue and sell the Securities and the Stock Amortization
Shares in accordance with the terms hereof. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by it of the transactions contemplated
thereby have been duly and validly authorized by all necessary corporate action, and no further
consent or authorization of the Company or its Board of Directors or stockholders is required;
provided, however, that the Board of Directors of the Company may be required pursuant to Idaho law
to approve each issuance of Stock Amortization Shares at the time of any such shares are issued
pursuant to the Notes. Subject to any approvals of the Board of Directors of the Company of each
issuance of Stock Amortization Shares at the time any such shares are issued pursuant to the Notes
that may be required pursuant to Idaho law, when executed and delivered by the Company, each of the
Transaction Documents shall constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies
or by considerations of public policy or other equitable principles of general application.



          (c) Capitalization. The authorized capital stock and the issued and outstanding
shares of capital stock of the Company as of September 30, 2009 is set forth in the Company’s
quarterly report on Form 10-Q for the period ended September 30, 2009. All of the outstanding
shares of the Common Stock have been duly and validly authorized. No shares of Common Stock are
entitled to preemptive rights or registration rights and, except as set forth in the Reports, there
are no outstanding options, warrants, scrip, rights to subscribe to or calls relating to, or
securities or rights convertible into, any shares of capital stock of the Company. Except for
customary transfer restrictions contained in agreements entered into by the Company in order to
sell restricted securities, the Company is not a party to any agreement or understanding
restricting the voting or transfer of any shares of the capital stock of the Company.



          (d) Issuance of Securities. The Notes to be issued at the Closing and the Shares
issuable on the Share Issuance Date have been duly authorized by all necessary corporate



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action and, when paid for and issued in accordance with the terms hereof, the Securities shall
be validly issued and outstanding, free and clear of all Liens (as defined below), pre-emptive
rights and rights of refusal of any kind. Subject to any approvals of the Board of Directors of
the Company of each issuance of Stock Amortization Shares at the time any such shares are issued
pursuant to the Notes that may be required pursuant to Idaho law, when the Stock Amortization
Shares are issued in accordance with the terms of the Notes, such shares will be duly authorized by
all necessary corporate action and validly issued and outstanding, fully paid and nonassessable,
free and clear of all Liens, encumbrances, pre-emptive rights and rights of refusal of any kind.



          (e) No Conflicts. Subject to any approvals of the Board of Directors of the Company
of each issuance of Stock Amortization Shares at the time any such shares are issued pursuant to
the Notes that may be required pursuant to Idaho law, delivery and performance of the Transaction
Documents by the Company, and the issuance of the Securities and the Stock Amortization Shares as
contemplated by the Transaction Documents, do not and will not: (i) violate or conflict with any
provision of the Company’s Articles of Incorporation (the “Articles”) or Bylaws (the
“Bylaws”), each as amended to date; (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under, any agreement,
mortgage, deed of trust, indenture, note, bond or other instrument for borrowed money or any
material agreement to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries’ respective properties or assets are bound; (iii) result in a
violation of any foreign, federal, state or local statute, law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations) applicable to the Company
or any of its Subsidiaries; or (iv) create or impose a lien, mortgage, security interest, charge or
encumbrance of any nature (each, a “Lien”) on any property or asset of the Company or its
Subsidiaries under any agreement or any commitment to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound, except, in the case of
clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, violations,
acceleration, cancellations, creations and impositions as would not, individually or in the
aggregate, reasonably be expected to have or result in a Material Adverse Effect.



          (f) Consents. The Company is not required to obtain any consent, authorization or
order of, or make any filing or registration with, any court, governmental agency or any regulatory
or self-regulatory agency in order for it to execute and deliver or perform any of its obligations
under the Transaction Documents or to issue the Securities or the Stock Amortization Shares, in
each case in accordance with the terms hereof or thereof, except that (i) approvals of the Board
of Directors of the Company may be required pursuant to Idaho law for any issuance of Stock
Amortization Shares at the time any such shares are issued pursuant to the Notes, (ii) the Company
may be required to file a supplemental listing application with the Principal Market (as defined
below) with respect to the issuance of any Stock Amortization Shares and to obtain the consent of
the Principal Market for any such issuance and (iii) each issuance of Stock Amortization Shares may
require filings with the Securities and Exchange Commission. All contents, authorizations, orders,
filings and registrations that the Company is required to obtain on or prior to the Closing Date
pursuant to the preceding sentence will have been obtained or effected on or prior to the Closing
Date.



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          (g) Commission Documents, Financial Statements. The Common Stock of the Company is
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and since January 1, 2009 the Company has timely filed all reports, schedules,
forms, statements and other documents required to be filed by it with the Commission pursuant to
the filing requirements of the Securities Act of 1933, as amended or the reporting requirements of
the Exchange Act (all of the foregoing being referred to herein as the “Commission Documents”).
The Registration Statement, at the date hereof, does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading.
The Prospectus, at the time of filing of any applicable Prospectus Supplement, will not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. As
of their respective dates, the financial statements of the Company included or incorporated by
reference in the Registration Statement and the Prospectus complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the
Commission. Such financial statements have been prepared in all material respects in accordance
with generally accepted accounting principles (“GAAP”) applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed or summary statements), and fairly present in all material
respects the consolidated financial position of the Company and its Subsidiaries as of the dates
thereof and the results of operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal year-end audit adjustments).



          (h) Subsidiaries. Exhibit 21 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008 sets forth each Subsidiary of the Company, showing the jurisdiction of its
incorporation or organization and showing the percentage of the Company’s ownership of the
outstanding stock or other interests of such Subsidiary. For the purposes of this Agreement,
“Subsidiary” shall mean any corporation or other entity of which at least a majority of the
securities or other ownership interest having ordinary voting power (absolutely or contingently)
for the election of directors or other persons performing similar functions are at the time owned
directly or indirectly by the Company and/or any of its other Subsidiaries. All of the outstanding
shares of capital stock of each Subsidiary have been duly authorized and validly issued, and are
fully paid and nonassessable. Except as would not, individually or in the aggregate, reasonably be
expected to have or result in a Material Adverse Effect, there are no outstanding preemptive,
conversion or other rights, options, warrants or agreements granted or issued by or binding upon
any Subsidiary for the purchase or acquisition of any shares of capital stock of any Subsidiary or
any other securities convertible into, exchangeable for or evidencing the rights to subscribe for
any shares of such capital stock. Neither the Company nor any Subsidiary is subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the
capital stock of any Subsidiary or any convertible securities, rights, warrants or options of the
type described in the preceding sentence, except as would not, individually or in the aggregate,
reasonably be expected to have or result in a Material Adverse Effect. Neither the Company nor
any Subsidiary is party to any agreement restricting the voting or transfer of any shares of the
capital stock of any Subsidiary.



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          (i) No Material Adverse Change. Since December 31, 2008, the Company has not
experienced or suffered any event or series of events that, individually or in the aggregate, has
had or reasonably would be expected to have or result in a Material Adverse Effect.



          (j) Actions Pending. There is no action, suit, claim, investigation, arbitration,
alternate dispute resolution proceeding or other proceeding (collectively, “Proceedings”)
pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary that
questions the validity of this Agreement or any of the other Transaction Documents or any of the
transactions contemplated hereby or thereby. There are no material Proceedings pending or, to the
knowledge of the Company, threatened against or involving the Company, any Subsidiary or any of
their respective properties or assets.



          (k) Compliance with Law. Except as would not, individually or in the aggregate,
reasonably be expected to have or result in a Material Adverse Effect, the Company and its
Subsidiaries are presently conducting their respective businesses in accordance with all applicable
foreign, federal, state and local governmental laws, rules, regulations and ordinances. Except as
would not, individually or in the aggregate, reasonably be expected to have or result in a Material
Adverse Effect, the Company and its Subsidiaries have all material franchises, permits, licenses,
consents and other material governmental or regulatory authorizations and approvals necessary for
the conduct of its business as now being conducted by it. The Company has complied and will comply
with all applicable federal and state securities laws in connection with the Offering.



          (l) Taxes. The Company and each Subsidiary has timely filed all material federal,
state, local and foreign income, franchise and other tax returns, reports and declarations required
by any governmental authority (whether foreign, federal, state or local) with jurisdiction over the
Company or any Subsidiary and has paid or accrued all taxes shown as due thereon except for any
taxes which are being contested in good faith (by appropriate proceedings and in respect of which
adequate reserves with respect thereto are maintained in accordance with GAAP), or where the
failure to file such returns or pay such taxes would not, individually or in the aggregate, have or
be reasonably expected to result in a Material Adverse Effect. All such returns were complete and
correct in all material respects and the Company has no knowledge of a material tax deficiency
which has been asserted or threatened against the Company or any Subsidiary. The Company has set
aside on its books provisions reasonably adequate for the payment of all taxes for periods to which
those returns, reports or declarations apply. The Company is not, nor has it been in the last five
years, a U.S. real property holding corporation under Section 897 of the Code. For purposes of
this Section 2.1(l), taxes shall include any and all interest and penalties.



          (m) Certain Fees. The Company has not employed any broker or finder or incurred any
liability for any brokerage or investment banking fees, commissions, finders’ structuring fees,
financial advisory fees or other similar fees in connection with the Transaction Documents.



          (n) Disclosure. Except for the information concerning the transactions contemplated
by this Agreement, the Company confirms that neither it nor any other person or



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entity acting on its behalf has provided any of the Purchasers or their agents or counsel with
any information that constitutes material, nonpublic information. This Agreement and the other
documents, certificates and instruments furnished to the Purchasers by or on behalf of the Company
or any Subsidiary in connection with the transactions contemplated by this Agreement, considered as
a whole, do not contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made herein and therein, in the light of the
circumstances under which they were made, not misleading.



          (o) Environmental Compliance. The Company and each of its Subsidiaries have obtained
all material approvals, authorization, certificates, consents, licenses, orders and permits or
other similar authorizations of all governmental authorities (whether foreign, federal, state or
local), or from any other person or entity, that are required under any Environmental Laws in order
for the Company and its Subsidiaries to conduct their business as presently conducted, except where
the failure to obtain any such approvals, authorization, certificates, consents, licenses, orders
and permits or other similar authorizations would not, individually or in the aggregate, reasonably
be expected to have or result in a Material Adverse Effect. “Environmental Laws” shall
mean all applicable foreign, federal, state and local laws relating to the protection of the
environment including, without limitation, all requirements pertaining to reporting, licensing,
permitting, controlling, investigating or remediating emissions, discharges, releases or threatened
releases of hazardous substances, chemical substances, pollutants, contaminants or toxic
substances, materials or wastes, whether solid, liquid or gaseous in nature, into the air, surface
water, groundwater or land, or relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of hazardous substances, chemical substances,
pollutants, contaminants or toxic substances, material or wastes, whether solid, liquid or gaseous
in nature. The Company and each of its Subsidiaries are also in compliance with all requirements,
limitations, restrictions, conditions, standards, schedules and timetables required or imposed
under all Environmental Laws, except as would not, individually or in the aggregate, reasonably be
expected to have or result in a Material Adverse Effect.



          (p) Books and Records; Internal Accounting Controls. The Company is in material
compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of
the Closing Date. The Company and its Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. The Company has established disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls
and procedures to ensure that information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission’s rules and forms. The Company’s certifying officers have
evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of
the period covered by the Company’s most recently filed periodic report under the Exchange Act
(such date, the “Evaluation Date”). The Company presented in its most recently filed
periodic report under the Exchange Act the



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conclusions of the certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there
have been no changes in the Company’s internal control over financial reporting (as such term is
defined in the Exchange Act).



          (q) Material Agreements. True, complete and correct copies of each material contract
of the Company or any Subsidiary required to be filed on a Current Report on Form 8-K, a Quarterly
Report on Form 10-Q, or an Annual Report on Form 10-K, in each case pursuant to Item 601(a) and
Item 601(b)(10) of Regulation S-K under the Exchange Act (the “Company Material
Agreements”) are attached or incorporated as exhibits to the Commission Documents.



          (r) Transactions with Affiliates. There are no loans, leases, agreements, contracts,
royalty agreements, management contracts or arrangements or other continuing transactions between
(a) the Company, any Subsidiary or any of their respective customers or suppliers on the one hand,
and (b) on the other hand, any officer, employee, consultant or director of the Company, or any of
its Subsidiaries, or any person or entity owning at least 5% of the outstanding capital stock of
the Company or any Subsidiary or any member of the immediate family of such officer, employee,
consultant, director or stockholder or any corporation or other entity controlled by such officer,
employee, consultant, director or stockholder, or a member of the immediate family of such officer,
employee, consultant, director or stockholder which, in each case, is required to be disclosed in
the Commission Documents or in the Company’s most recently filed definitive proxy statement on
Schedule 14A, that is not so disclosed in the Commission Documents or in such proxy statement.



          (s) Investment Company Act Status. The Company is not, and as a result of and
immediately upon the Closing will not be, required to register as an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.



          (t) Independent Nature of Purchasers. Based on the representations and agreements of
the Purchasers contained herein, the Company acknowledges that the obligations of each Purchaser to
purchase or acquire the Securities or the Stock Amortization Shares under this Agreement are
several and not joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of such obligations of the other Purchaser under this
Agreement. The Company acknowledges that each Purchaser shall be entitled to independently protect
and enforce its rights arising under this Agreement, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such purpose.



          (u) Dilutive Effect. Subject to the terms of this Agreement and the Indenture, the
Company understands and acknowledges that the issuance of the Shares or any Stock Amortization
Shares pursuant to this Agreement may not be restricted due to the dilutive effect that such
issuance may have on the ownership interest of other shareholders of the Company.



          (v) DTC Status. The Company’s transfer agent is a participant in and the Common Stock
is eligible for transfer pursuant to the Depository Trust Company’s Fast Automated Securities
Transfer Program. The Company’s transfer agent is The Bank of New York Mellon.



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          (w) Trading Activities. It is understood and acknowledged by the Company that, except
as provided in Section 4.1 of this Agreement, no Purchaser has been asked to agree, nor has any
Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company or “derivative” securities based on securities issued by the Company or to hold the
Securities or Stock Amortization Shares for any specified term. The Company further understands
and acknowledges that one or more Purchasers may independently engage in hedging and/or trading
activities, in compliance with applicable federal and state securities laws, at various times
during the period that the Securities or Stock Amortization Shares are outstanding, including,
without limitation, during the periods that the value of the Stock Amortization Shares are being
determined. The Company understands and acknowledges that such hedging and/or trading activities,
if any, can reduce the value of the existing stockholders’ equity interest in the Company both at
and after the time the hedging and/or trading activities are being conducted.



          (x) Registration Statement; WKSI Status.



               (i) The Registration Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are
pending before or, to the knowledge of the Company, threatened by the Commission. Upon the filing
of any appropriate Prospectus Supplements with the Commission and issuance and delivery to the
Purchasers, the Securities and the Stock Amortization Shares shall be free of any restriction on
transferability under federal securities laws and state “Blue Sky” laws, and any certificates or
other instruments evidencing or representing the Securities and Stock Amortization Shares shall be
free of any restrictive legend.



               (ii) At the date hereof, the Company is a well-known seasoned issuer (as defined in Rule 405
under the Securities Act) eligible to use the Registration Statement as an automatic shelf
registration statement and the Company has not received notice that the Commission objects to the
use of the Registration Statement as an automatic shelf registration statement. The Registration
Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in
all material respects with the Securities Act and the applicable rules and regulations of the
Commission thereunder. The Company is not an “ineligible issuer” in connection with the Offering
pursuant to Rules 164, 405 and 433 under the Securities Act. Any Issuer Free Writing Prospectus
that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or
will be, filed with the Commission in accordance with the requirements of the Securities Act and
the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing
Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act or that was prepared by or behalf of or used or referred to by the Company complies
or will comply in all material respects with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder.



          (y) Listing. The Company is in compliance in all material respects with the
applicable listing and corporate governance rules and regulations of the New York Stock Exchange
(the “Principal Market”).



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     2.2. Representations and Warranties of the Purchasers. Each of the Purchasers hereby
represents and warrants to the Company with respect solely to itself and not with respect to any
other Purchaser as follows as of the date hereof and as of the Closing Date:



          (a) Organization and Standing of the Purchasers. If the Purchaser is an entity, such
Purchaser is a corporation, limited liability company, partnership or limited partnership duly
incorporated or organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization.



          (b) Authorization and Power. Each Purchaser has the requisite power and authority to
enter into and perform the Transaction Documents and to purchase the Securities and Stock
Amortization Shares being sold to it hereunder. The execution, delivery and performance of the
Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate or partnership action, and no further
consent or authorization of such Purchaser or its board of directors, stockholders, members or
partners, as the case may be, is required. When executed and delivered by the Purchasers, the
Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable
against such Purchaser in accordance with their terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application.



          (c) No Conflicts. The execution, delivery and performance by each Purchaser of the
Transaction Documents to which it is a party and the consummation by each Purchaser of the
transactions contemplated hereby and thereby will not (i) result in a violation of the
organizational documents of the Purchaser or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities laws) applicable to
the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations that would not, individually or in the aggregate, reasonably be expected to
have or result in a material adverse effect on the ability of the Purchaser to perform its
obligations hereunder. Each Purchaser has complied with all applicable federal and state
securities laws in connection with the Offering and its acquisition and disposition of any shares
of Common Stock of the Company.



          (d) Independent Nature. Each Purchaser, or Purchasers under common management, have
independently participated in the negotiation of the transactions contemplated hereby. Each
Purchaser, or Purchasers under common management, are purchasing or acquiring the Securities and
will acquire any Stock Amortization Shares issued pursuant to the provisions of this Agreement for
its or their own account and with its or their own funds and each Purchaser, or Purchasers under
common management, is or are exercising its or their own judgment with respect to the transactions
contemplated hereby.



10









 





          (e) Certain Fees. No Purchaser has employed any broker or finder or incurred any
liability for any brokerage or investment banking fees, commissions, finders’ structuring fees,
financial advisory fees or other similar fees in connection with the Transaction Documents.



ARTICLE 3




COVENANTS AND AGREEMENTS OF THE COMPANY




     Unless otherwise specified in this Article, for so long as any Notes have not been paid in
full, the Company covenants with each Purchaser as follows, which covenants are for the benefit of
each Purchaser and their respective permitted assignees.



     3.1. Issuance of the Shares. The Company will issue the Shares to the Purchaser
promptly following the last day of the Pricing Period, but in any event not later than three
Trading Days immediately following the last day of the Pricing Period (the “Share Issuance
Date”).



     3.2. Compliance with Laws; Commission. So long as the Notes are outstanding, the
Company shall take all necessary actions and proceedings as may be required and permitted by
applicable law, rule and regulation, for the legal and valid issuance (free from any restriction on
transferability under federal securities laws or state “Blue Sky” laws) of the Securities and the
Stock Amortization Shares to the Purchasers.



     3.3. Registration and Listing. So long as the Notes are outstanding, the Company will
use its best efforts to cause its Common Stock to continue to be registered under Sections 12 of
the Exchange Act, to comply in all respects with its reporting and filing obligations under the
Exchange Act and to not take any action or file any document (whether or not permitted by the
Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to
terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act
even if the rules and regulations thereunder would permit such termination. The Company will use
its best efforts to continue the listing or trading of its Common Stock on the Principal Market.



     3.4. Keeping of Records and Books of Account. So long as the Notes are outstanding,
the Company shall keep adequate records and books of account, in which complete entries will be
made in accordance with GAAP consistently applied.



     3.5. Disclosure of Transaction. The Company shall file with the Commission a Current
Report on Form 8-K (the “Form 8-K”) as soon as practicable following the Closing Date but
in no event more than four business days following the Closing Date (the “Announcement
Date”), which shall attach as exhibits all press releases relating to the transactions
contemplated by this Agreement and the Transaction Documents. The Company acknowledges that upon
the filing of the Form 8-K no Purchaser shall be deemed to be in possession of any material,
non-public information regarding the Company provided to it by the Company or any other person on
behalf of the Company. Notwithstanding any failure by the Company to comply with its obligation to
file the Form 8-K by the Announcement Date pursuant to this Section 3.5 following the Announcement
Date, no Purchaser shall be deemed (A) to have any obligation of



11









 




confidentiality with respect to any information of the Company provided to such Purchaser by
the Company and/or (B) to be in breach of any duty to the Company and/or to have misappropriated
any information of the Company if such Purchaser engages in transactions in securities of the
Company, including, without limitation, any hedging transactions, short sales or derivative
transactions based on securities of the Company, while in possession of such information.



     3.6. Disclosure of Material Information; No Obligation of Confidentiality. The
Company covenants and agrees that neither it nor any other person or entity acting on its behalf
has provided or will provide any Purchaser or its agents or counsel with any information that the
Company believes constitutes material non-public information. The Company understands and confirms
that each Purchaser shall be relying on the foregoing covenant and agreement in effecting
transactions in securities of the Company, and based on such covenant and agreement, unless
otherwise expressly agreed in writing by such Purchaser: (i) such Purchaser does not have any
obligation of confidentiality with respect to any information that the Company provides to such
Purchaser; and (ii) such Purchaser shall not be deemed to be in breach of any duty to the Company
and/or to have misappropriated any non-public information of the Company, if such Purchaser engages
in transactions of securities of the Company, including, without limitation, any hedging
transactions, short sales and/or any derivative transactions based on securities of the Company
while in possession of such non-public information.



     3.7. NYSE Rule. Notwithstanding any other provision of this Agreement or any other
Transaction Document, the total number of Shares and Stock Amortization Shares issuable under the
Transaction Documents at prices below the book or market value of the Common Stock on the date
hereof shall be no more than 19.9% of the Common Stock issued and outstanding on the date hereof,
which number shall be subject to readjustment for any stock split, stock dividend or
reclassification of the Common Stock.



ARTICLE 4




COVENANTS OF THE PURCHASERS




     4.1. Compliance with Federal Securities Laws. Each Purchaser acknowledges that it is
such Purchaser’s obligation to comply at all times with applicable federal and state securities
laws and regulations in connection with transactions in securities of the Company and that the
Company is not responsible in any way for assuring such compliance by the Purchasers.



     4.2. Independent Nature. Each Purchaser, or Purchasers under common management,
covenant and agree that it or they will acquire any Stock Amortization Shares issued pursuant to
the provisions of this Agreement for its or their own account and with its or their own funds and
that it or they will at all times exercise its or their own judgment with respect to the
transactions contemplated hereby.




12











 





ARTICLE 5




CONDITIONS



     5.1. Conditions Precedent to the Obligation of the Company to Close and to Sell the
Securities. The obligation hereunder of the Company to close and issue and sell the Securities
to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the
Closing, of the conditions set forth below. These conditions are for the Company’s sole benefit
and may be waived by the Company at any time in its sole discretion.



          (a) Accuracy of the Purchasers’ Representations and Warranties. The representations
and warranties of each Purchaser shall be true and correct in all material respects as of the date
when made and as of the Closing Date as though made at that time, except for representations and
warranties that are expressly made as of a particular date, which shall be true and correct in all
material respects as of such date.




          (b) Performance by the Purchasers. Each Purchaser shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing
Date.




          (c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.




          (d) Delivery of Purchase Price. Each Purchaser shall have delivered to the Company
its Purchase Price for the Securities purchased by such Purchaser.




          (e) Delivery of Transaction Documents. The Transaction Documents shall have been duly
executed and delivered by the Purchasers to the Company.




     5.2. Conditions Precedent to the Obligation of the Purchasers to Close and to Purchase the
Securities. The obligation hereunder of the Purchasers to purchase the Securities and
consummate the transactions contemplated by this Agreement is subject to the satisfaction or
waiver, at or before the Closing, of each of the conditions set forth below. These conditions are
for the Purchasers’ sole benefit and may be waived by the Purchasers at any time in their sole
discretion.



          (a) Accuracy of the Company’s Representations and Warranties. The representations and
warranties of the Company in this Agreement and the other Transaction Documents shall be true and
correct in all respects as of the date when made and as of the Closing Date, except for
representations and warranties that speak as of a particular date, which shall be true and correct
in all respects as of such date.




          (b) Performance by the Company. The Company shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions






13









 







required by this Agreement to be performed, satisfied or complied with by the Company at or
prior to the Closing Date.




          (c) Prospectus: Registration Statement. The Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period
prescribed for such filing by the rules and regulations under the Securities Act; no stop order
suspending the effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or, to the Company’s knowledge,
threatened by the Commission and no notice of objection by the Commission to the use of the
Registration Statement or any post-effective amendment thereto pursuant to Rule 401 (g)(2) under
the Securities Act shall have been received; no stop order suspending or preventing the use of the
Prospectus shall have been initiated or threatened by the Commission.




          (d) No Suspension, Etc. The shares of Common Stock (i) shall be designated for
quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the
Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor
shall suspension by the Commission or the Principal Market have been threatened, as of the Closing
Date, either (A) in writing by the Commission or the Principal Market or (B) by falling below the
minimum listing maintenance requirements of the Principal Market.




          (e) No Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.




          (f) No Proceedings or Litigation. No action, suit or proceeding before any arbitrator
or any governmental authority shall have been commenced, and no investigation by any governmental
authority shall have been threatened, against the Company or any Subsidiary, or any of the Company
or any Subsidiary or any Purchaser, or any such Purchaser’s officers, directors or affiliates,
seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking
damages in connection with such transactions.




          (g) Opinion of Counsel. The Purchasers shall have received an opinion of special
Idaho counsel to the Company, dated the Closing Date, with respect to the valid existence of the
Company and the due authorization, execution and delivery of the Transaction Documents by the
Company, and an opinion of special New York counsel to the Company, dated the Closing Date, with
respect to the legality, validity and binding effect of the Transaction Documents under New York
law, in each case as shall be reasonably acceptable to counsel to the Purchasers.




          (h) Notes. At or prior to the Closing, the Company shall have delivered the Notes (in
such denominations as each Purchaser may request) to the DTC account of each Purchaser provided to
the Company in writing.




          (i) Secretary’s Certificate. The Company shall have delivered to the Purchasers a
certificate, signed by the Secretary of the Company and dated as of the Closing Date, as to (i) the
resolutions adopted by its Board of Directors approving the transactions






14









 







contemplated hereby, (ii) its articles of incorporation, (iii) its bylaws, each as in effect
at the Closing Date, and (iv) the authority and incumbency of the officers executing the
Transaction Documents and any other documents required to be executed or delivered in connection
therewith.




          (j) Officer’s Certificate. On the Closing Date, the Company shall have delivered to
the Purchasers a certificate signed by an executive officer on behalf of the Company, dated as of
the Closing Date, confirming the accuracy of the Company’s representations, warranties and its
performance of covenants as of the Closing Date and confirming the compliance by the Company with
the conditions precedent set forth in this Section 5.2 as of the Closing Date.




          (k) Material Adverse Effect. No change having a Material Adverse Effect shall have
occurred.




          (l) Listing Application. The Shares shall have been approved for listing on the
Principal Market, subject only to official notice of issuance.




          (m) Approvals. Except for any approvals of the Board of Directors of the Company of
each issuance of Stock Amortization Shares at the time such shares are issued pursuant to the Notes
pursuant to Idaho law, the Company has obtained all required consents and approvals of its Board of
Directors and shareholders to execute, deliver and perform the Transaction Documents, including
without limitation the Notes.




          (n) CUSIPs. The Company shall have obtained a CUSIP number for the Notes from CUSIP
Global Services.




ARTICLE 6




INDEMNIFICATION



     6.1. General Indemnity. The Company agrees to indemnify and hold harmless each
Purchaser and its respective directors, officers, affiliates, members, managers, employees, agents,
successors and assigns (collectively, “Indemnified Parties”) from and against any and all
losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation,
reasonable attorneys’ fees, charges and disbursements) incurred by any Indemnified Party as a
result of, arising out of or based upon (i) any inaccuracy in or breach of the Company’s
representations or warranties in this Agreement; (ii) the Company’s breach of agreements or
covenants made by the Company in this Agreement or any Transaction Document; (iii) any third party
claims arising out of or resulting from the transactions contemplated by this Agreement or any
other Transaction Document (unless such claim is based upon conduct by such Indemnified Party that
constitutes fraud, gross negligence or willful misconduct); or (iv) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, the Prospectus, any
Prospectus Supplement or any preliminary prospectus, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses, claims, damages,
liabilities or judgments are caused by any such untrue statement or omission or



15









 




alleged untrue statement or omission based upon information relating to any Purchaser
furnished in writing to the Company by or on behalf of any Purchaser.




     6.2. Indemnification Procedure. With respect to any third-party claims giving rise to
a claim for indemnification, the Indemnified Party will give written notice to the Company of such
third party claim; provided, that the failure of any party entitled to indemnification hereunder to
give notice as provided herein shall not relieve the Company of its obligations under this Article
6 except to the extent that the Company is prejudiced by such failure to give notice. In case any
such action, proceeding or claim is brought against an Indemnified Party in respect of which
indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in
the reasonable judgment of the Indemnified Party a conflict of interest between it and the
Indemnified Party exists with respect to such action, proceeding or claim (in which case the
Company shall be responsible for the reasonable fees and expenses of one separate counsel for the
Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified
Party. In the event that the Company advises an Indemnified Party that it will not contest such a
claim for indemnification hereunder, or fails, within 10 days of receipt of any indemnification
notice to notify, in writing, such person or entity of its election to defend, settle or compromise
any action, proceeding or claim (or discontinues its defense at any time after it commences such
defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or
pay such action or claim. In any event, unless and until the Company elects in writing to assume
and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s
reasonable costs and expenses arising out of the defense, settlement or compromise of any such
action, claim or proceeding shall be losses subject to indemnification hereunder. The Company
shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. If the Company elects to defend any such action or
claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of
its choice at its sole cost and expense. Notwithstanding anything in this Article 6 to the
contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or
compromise any claim or consent to entry of any judgment in respect thereof. The indemnification
obligations to defend the Indemnified Party required by this Article 6 shall be made by periodic
payments of the amount thereof during the course of investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall
refund such moneys if it is ultimately determined by a court of competent jurisdiction that such
party was not entitled to indemnification. The indemnity agreements contained herein shall be in
addition to (a) any cause of action or similar rights of the Indemnified Party against the Company
or others, and (b) any liabilities the Company may be subject to pursuant to the law.



ARTICLE 7




MISCELLANEOUS



     7.1. Fees and Expenses. The Company shall reimburse each Purchaser for the reasonable
costs and expenses incurred by such Purchaser in connection with the negotiation, drafting and
execution of the Transaction Documents and the transactions contemplated thereby (including the
reasonable legal fees, travel, disbursements and due diligence in connection therewith and the
reasonable fees incurred in connection with any necessary regulatory filings



16









 




and clearances); provided, however, that the amount of such costs and expenses due to the
Purchasers shall be reduced by an amount equal to $35,000, which has been previously advanced to
the Purchasers. In addition, the Company shall pay all reasonable fees and expenses incurred by
any Purchaser in connection with the enforcement of this Agreement or any of the other Transaction
Documents, including, without limitation, all reasonable attorneys’ fees and expenses; provided,
however, that in the event that the enforcement of this Agreement is contested and it is finally
judicially determined that such Purchaser was not entitled to the enforcement of the Transaction
Document sought, then the Purchaser seeking enforcement shall reimburse the Company for all fees
and expenses paid pursuant to this sentence. The Company shall be responsible for its own fees and
expenses incurred in connection with the transactions contemplated by this Agreement. The Company
shall pay all fees of its transfer agent, stamp taxes and other taxes and duties levied in
connection with the delivery of the Securities and Stock Amortization Shares to each Purchaser.




     7.2. Specific Performance; Consent to Jurisdiction; Venue.



          (a) The Company and the Purchasers acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Agreement or the other Transaction Documents were
not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement or the other Transaction Documents and to
(subject to the terms of the Indenture) specifically the terms and provisions hereof or thereof
without the requirement of posting a bond or providing any other security, this being in addition
to any other remedy to which any of them may be entitled by law or equity.




          (b) The parties agree that venue for any dispute arising under this Agreement will lie
exclusively in the state or federal courts located in New York County, New York, and the parties
irrevocably waive any right to raise forum non conveniens or any other argument that New York is
not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and
federal courts in New York County of the state of New York. The Company and each Purchaser consent
to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing in this
Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law.
The parties hereby waive all rights to a trial by jury.




     7.3. Amendment. No provision of this Agreement may be waived or amended except in a
written instrument signed, by the party against whom enforcement of any such waiver or amendment is
sought; provided, that if any Purchaser is materially adversely affected by such waiver or
amendment, such waiver or amendment shall not be effective without the written consent of the
adversely affected Purchaser.



     7.4. Notices. Any notice, demand, request, waiver or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery
by telecopy or facsimile at the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first



17









 




business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the
date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur or (c) upon delivery by e-mail (if
delivered on a Business Day during normal business hours where such notice is to be received) upon
recipient’s actual receipt and acknowledgement of such e-mail. The addresses for such
communications shall be:




	 	 	 
	If to the Company:
	 	Coeur d’Alene Mines Corporation
	 
	 	505 Front Ave., P. O. Box “I”
	 
	 	Coeur d’Alene, Idaho 83816
	 
	 	Attention:  Kelli Kast
	 
	 	Telephone No.: (208) 665-0770
	 
	 	Facsimile No.: (208) 667-2213
	 
	 	E-mail:  kkast@coeur.com
	 
	 	 
	with a copy to:
	 	Gibson, Dunn & Crutcher  LLP
	 
	 	200 Park Avenue
	 
	 	New York, NY  10166-0193
	 
	 	Attention:  Steven R. Finley
	 
	 	Telephone No.: (212) 351-3920
	 
	 	Facsimile No.: (212) 351-5226
	 
	 	E-mail:  sfinley@gibsondunn.com
	 
	 	 
	If to any Purchaser:
	 	At the address of such Purchaser set forth
	 
	 	on Exhibit A to this Agreement
	 
	 	 
	With a copy to (which shall not constitute notice):
	 	Kleinberg, Kaplan, Wolff & Cohen, P.C.
	 
	 	551 Fifth Avenue, 18th Floor
	 
	 	New York, New York  10176
	 
	 	Attention:  Stephen M. Schultz, Esq.
	 
	 	Telephone No.: (212) 986-6000
	 
	 	Telecopy No.: (212) 986-8866
	 
	 	E-mail:  sschultz@kkwc.com






     Any party hereto may from time to time change its address for notices by giving written notice
of such changed address to the other party hereto.



     7.5. Waivers. No waiver by either party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter. No consideration shall be offered or paid to any Purchaser to



18









 




amend or waive or modify any provision of this Agreement unless the same consideration is also
offered to all of the parties to this Agreement then holding Notes or Additional Notes. This
provision constitutes a separate right granted to each Purchaser by the Company and shall not in
any way be construed as the Purchasers acting in concert or as a group with respect to the purchase
disposition or voting of Securities, the Stock Amortization Shares or otherwise.




     7.6. Headings. The article, section and subsection headings in this Agreement are for
convenience only and shall not constitute a part of this Agreement for any other purpose and shall
not be deemed to limit or affect any of the provisions hereof.



     7.7. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns. Each Purchaser may assign the Notes and
its rights under this Agreement and the other Transaction Documents and any other rights hereto and
thereto without the consent of the Company. The Company may not assign or delegate any of its
rights or obligations hereunder or under any Transaction Document.



     7.8. No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other person or entity.



     7.9. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York, without giving effect to any of the conflicts of
law principles which would result in the application of the substantive law of another
jurisdiction. This Agreement shall not be interpreted or construed with any presumption against
the party causing this Agreement to be drafted.



     7.10. Survival. The representations and warranties of the Company under the
Transaction Documents shall survive the execution and delivery hereof until eighteen (18) months
after the Closing Date, except that the representations and warranties set forth in Section 2.1(b)
shall survive indefinitely.



     7.11. Counterparts. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument and shall become effective
when counterparts have been signed by each party and delivered to the other parties hereto, it
being understood that all parties need not sign the same counterpart.



     7.12. Publicity. The Company agrees that it will not disclose, and will not include
in any public announcement, the names of the Purchasers without the consent of the Purchasers,
which consent shall not be unreasonably withheld or delayed, or unless and until such disclosure is
required by law, rule or applicable regulation, and then only to the extent of such requirement.
Notwithstanding the foregoing, the Purchasers consent to being identified in any filings the
Company makes with the Commission to the extent required by law or the rules and regulations of the
Commission.



     7.13. Severability. The provisions of this Agreement are severable and, in the event
that any court of competent jurisdiction shall determine that any one or more of the provisions or
part of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not



19









 




affect any other provision or part of a provision of this Agreement and this Agreement shall
be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such
provision, had never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.




     7.14. Further Assurances. From and after the date of this Agreement, upon the request
of the Purchasers or the Company, the Company and each Purchaser shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or desirable to confirm
and carry out and to effectuate fully the intent and purposes of this Agreement and the other
Transaction Documents



     7.15. Independent Nature of Purchasers’ Obligations and Rights. The rights and
obligations of each Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser under any Transaction Document. Nothing
contained herein or in any other Transaction Document, and no action taken by any Purchaser
pursuant hereto or thereto, shall be deemed to constitute the Purchaser as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. Each Purchaser hereby represents, and
based on such representation the Company acknowledges and agrees, that each Purchaser has
independently participated in the negotiation of the transaction contemplated hereby. Based on the
foregoing, each Purchaser shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any proceeding for such
purpose



     7.16. Time Is of the Essence. Time is of the essence of this Agreement and each
Transaction Document.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



20









 





     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be
duly executed by their respective authorized officers as of the date first above written.



	 	 	 	 	 
	 	COEUR D’ALENE MINES CORPORATION

 	 
	 	By:  	/s/ Mitchell J. Krebs
 	 
	 	 	Name:  	Mitchell J. Krebs 	 
	 	 	Title:  	Senior Vice President and 

Chief Financial
Officer 	 
	 



[SIGNATURE PAGES CONTINUE]



 









 





[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]





     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	 	SONOMA CAPITAL OFFSHORE, LTD

 	 
	 	By:  	/s/ Jeffrey Thorp
 	 
	 	 	Name:  	Jeffrey Thorp 	 
	 	 	Title:  	Authorized Agent 	 
	 



[SIGNATURE PAGES CONTINUE]



 









 





[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]





     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	 	SONOMA CAPITAL, L.P.



By its General Partner, SONOMA CAPITAL, LLC

 	 
	 	By:  	                                              /s/ Jeffrey Thorp
 	 
	 	 	Name:  	Jeffrey Thorp 	 
	 	 	Title:  	Managing Member 	 
	 



[SIGNATURE PAGES CONTINUE]



 









 





[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]





     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	 	JGB CAPITAL L.P.

 	 
	 	By:  	/s/ Brett Cohen
 	 
	 	 	Name:  	Brett Cohen 	 
	 	 	Title:  	Director 	 
	 



[SIGNATURE PAGES CONTINUE]



 









 





[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]





     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	 	JGB CAPITAL OFFSHORE LTD.

 	 
	 	By:  	/s/ Brett Cohen
 	 
	 	 	Name:  	Brett Cohen 	 
	 	 	Title:  	Director 	 
	 



[SIGNATURE PAGES CONTINUE]






 









 








[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]





     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	 	SAMC LLC

 	 
	 	By:  	/s/ Brett Cohen
 	 
	 	 	Name:  	Brett Cohen 	 
	 	 	Title:  	Director 	 
	 



[SIGNATURE PAGES CONTINUE]



 









 





[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]





     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	 	MANCHESTER SECURITIES CORP

 	 
	 	By:  	/s/ Elliot Greenberg
 	 
	 	 	Name:  	Elliot Greenberg 	 
	 	 	Title:  	Vice President 	 
	 




 











 





EXHIBIT A




LIST OF PURCHASERS AND PURCHASE PRICE



	 	 	 	 	 
	Name of Purchaser and Address for Notice	 	Shares/Notes	 	Purchase Price
	1. SONOMA CAPITAL OFFSHORE, LTD.
	 	Notes: $25,000,000	 	$25,000,000
	
P.O. BOX 309, Ugland House
	 	
Shares: $937,500 divided by the	 	 
	Grand Cayman, KY1-1104
	 	Per Share Purchase Price	 	 
	Cayman Islands
	 	 	 	 
	
With a copy to:

805 Third Ave., 16th Floor

New York, NY 10022

Attn.: Jeffrey Thorp

Telephone: (212) 897-8050

Facsimile: (212) 897-8051

E-mail address: jthorp@sonomacm.com
	 	 	 	 
	 
	 	 	 	 
	2. SONOMA CAPITAL, L.P.
	 	Notes: $25,000,000	 	$25,000,000
	
805 Third Ave., 16th Floor
	 	
Shares: $937,500 divided by the 	 	 
	New York, NY 10022
	 	Per Share Purchase Price 	 	 
	Attn.: Jeffrey Thorp
	 	 	 	 
	Telephone: (212) 897-8050

Facsimile: (212) 897-8051

E-mail address: jthorp@sonomacm.com
	 	 	 	 
	 
	 	 	 	 
	3. MANCHESTER SECURITIES CORP
	 	Notes: $40,000,000	 	$40,000,000
	
Address for notices:
	 	
Shares: $1,500,000 divided by the 	 	 
	c/o Elliott Management Corporation
	 	Per Share Purchase Price 	 	 
	712 Fifth Ave., 36th Floor
	 	 	 	 
	New York, NY 10019

Attn: Michael Stephan

Telephone: (212) 974-6000

Facsimile: (212) 478-2311

E-mail address: mstephan@elliottmgmt.com
	 	 	 	 
	 
	 	 	 	 
	4. JGB CAPITAL LP
	 	Notes: $1,000,000	 	$1,000,000
	
400 Madison Ave., 8th Floor, Suite 8D
	 	
Shares: $37,500 divided by the 	 	 
	New York, NY 10017
	 	Per Share Purchase Price	 	 
	Attn: Eric Gingold, CFO
	 	 	 	 
	Telephone: (212) 355-5771

Facsimile: (212) 253-4093
	 	 	 	 
	 
	 	 	 	 






A-1









 






	 	 	 	 	 
	Name of Purchaser and Address for Notice	 	Shares/Notes	 	Purchase Price
	5. JGB CAPITAL OFFSHORE LTD.
	 	Notes: $4,000,000	 	$4,000,000
	
Clifton House, 75 Fort Street
	 	
Shares: $150,000 divided by the 	 	 
	George Town, Grand Cayman
	 	Per Share Purchase Price	 	 
	Cayman Islands
	 	 	 	 
	Attn: Eric Gingold, CFO

Telephone: (212) 355-5771

Facsimile: (212) 253-4093
	 	 	 	 
	 
	 	 	 	 
	6. SAMC LLC
	 	Notes: $5,000,000	 	$5,000,000
	
660 Madison Ave., 20th Floor
	 	
Shares: $187,500 divided by the 	 	 
	New York, NY 10021
	 	Per Share Purchase Price	 	 
	Attn: Eric Gingold, CFO
	 	 	 	 
	Telephone: (212) 355-5771

Facsimile: (212) 253-4093
	 	 	 	 
	 
	 	 	 	 






A-2