ex_162634.htm


Exhibit 10.2


 


THIRD AMENDMENT TO FIFTH

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of August 23, 2019, is by and among (i) HECLA MINING COMPANY, a Delaware corporation, HECLA LIMITED, a Delaware corporation, HECLA ALASKA LLC, a Delaware limited liability company, HECLA GREENS CREEK MINING COMPANY, a Delaware corporation and HECLA JUNEAU MINING COMPANY, a Delaware corporation (collectively, the “Borrowers”), (ii) each of the other parties identified as “Other Loan Parties” on the signature pages hereto, (iii) each of the banks and other financial institutions identified as “Lenders” on the signature pages hereto (the “Lenders”), and (iv) THE BANK OF NOVA SCOTIA, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Fifth Amended and Restated Credit Agreement, dated as of July 16, 2018 (as amended by that First Amendment dated as of May 8, 2019, that Second Amendment dated as of July 15, 2019, and as further amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Third Amendment, and as the same may be further amended, supplemented, amended or restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Loan Parties party thereto, the Lenders party thereto, and the Administrative Agent, the Lenders have made commitments to extend certain credit facilities to the Borrowers.


 


WHEREAS, the parties hereto desire to further amend the Existing Credit Agreement in accordance with the terms hereof.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the agreements herein contained, the parties hereby agree as follows:


 


PART I

DEFINITIONS


 


SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Third Amendment, including its preamble and recitals, have the following meanings:


 


“Administrative Agent” is defined in the recitals. “Borrowers” is defined in the preamble.


 


“Credit Agreement” is defined in the recitals.


 


“Existing Credit Agreement” is defined in the recitals.


 



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“Lenders” is defined in the preamble.


 


“Third Amendment” is defined in the preamble.


 


“Third Amendment Effective Date” is defined in Subpart 4.1.


 


SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Third Amendment, including its preamble and recitals, have the meanings provided in the Credit Agreement.


 


PART II

AMENDMENT TO EXISTING CREDIT AGREEMENT


 


Effective on (and subject to the occurrence of) the Third Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect.


 


SUBPART 2.1 Amendment. Effective as of the Third Amendment Effective Date (as defined below) Section 1.1 of the Existing Credit Agreement is hereby amended by amending the definition of “Letter of Credit Commitment” therein to replace the reference of “$30,000,000” therein with “$50,000,000”.


 


PART III

AFFIRMATION AND CONSENT


 


SUBPART 3.1 Affirmation and Consent. Each of the Loan Parties confirms that it has received a copy of this Third Amendment and restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party, effective as of the date hereof, after giving effect to this Third Amendment.


 


PART IV

CONDITIONS TO EFFECTIVENESS


 


SUBPART 4.1 Amendment Effective Date. This Third Amendment shall be and become effective as of the date (the “Third Amendment Effective Date”) when the last of all of the conditions set forth in this Part IV shall have been satisfied.


 


SUBPART 4.2 Execution of Counterparts of Third Amendment. The Administrative Agent shall have received counterparts satisfactory to the Administrative Agent of this Third Amendment, which collectively shall have been duly executed on behalf of each Borrower, each of the other Loan Parties, each Lender and the Administrative Agent.


 


SUBPART 4.3 Representations and Warranties. The representations and warranties contained in Subpart 5.4 shall be true and correct in all material respects (and, to the extent any of such representations and warranties are qualified by materiality in their own right, such representations and warranties shall be true and correct in all respects) on and as of the Third Amendment Effective Date.


 



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SUBPART 4.4 Costs and Expenses, etc. The Administrative Agent shall have received for its account and the account of each Lender, all fees, costs and expenses due and payable pursuant to Section 9.3 of the Credit Agreement, if then invoiced, or any other Loan Document.


 


PART V

MISCELLANEOUS


 


SUBPART 5.1 Cross-References. References in this Third Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Third Amendment.


 


SUBPART 5.2 Instrument Pursuant to Existing Credit Agreement. This Third Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.


 


SUBPART 5.3 References in Other Loan Documents. At such time as this Third Amendment shall become effective pursuant to the terms of Part IV, all references in the Loan Documents to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Third Amendment.


 


SUBPART 5.4 Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants that (a) it has the requisite power and authority to execute, deliver and perform this Third Amendment, (b) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this Third Amendment, (c) the representations and warranties contained in Article III of the Credit Agreement and applicable to such Loan Party are true and correct in all material respects (and, to the extent any of such representations and warranties are qualified by materiality in their own right, such representations and warranties shall be true and correct in all respects) on and as of the date hereof as though made on and as of such date (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof after giving effect to the amendment contained herein.


 


SUBPART 5.5 Counterparts. This Third Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Third Amendment by telecopy or other electronic transmission shall be effective as an original and shall constitute a representation that an original will be delivered.


 


SUBPART 5.6 Full Force and Effect; Limited Amendment. Except as expressly amended or waived hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendment set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Loan Party which would require the consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents.


 



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SUBPART 5.7 Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SUBPART 5.8 Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 


* * * * *


 



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Each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written.


 


	 	HECLA ALASKA LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By:	Hecla Mining Company,	 
	 	 	its Managing Member	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: Senior Vice President	 
	 	 	 	 
	 	 	 	 
	 	HECLA GREENS CREEK MINING	 
	 	COMPANY, a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	 	 	 
	 	HECLA JUNEAU MINING COMPANY,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	 	 	 
	 	HECLA LIMITED,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: Vice President	 



 



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	 	HECLA MINING COMPANY,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: Senior Vice President	 
	 	 	 	 
	 	 	 	 
	 	BURKE TRADING INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lawrence P. Radford	 
	 	 	Name: Lawrence P. Radford	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	 	 	 
	 	HECLA ADMIRALTY COMPANY,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lawrence P. Radford	 
	 	 	Name: Lawrence P. Radford	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	 	 	 
	 	SILVER HUNTER MINING COMPANY,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lawrence P. Radford	 
	 	 	Name: Lawrence P. Radford	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	 	 	 
	 	RIO GRANDE SILVER, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lawrence P. Radford	 
	 	 	Name: Lawrence P. Radford	 
	 	 	Title: Vice President	 



 



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	 	HECLA SILVER VALLEY, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lawrence P. Radford	 
	 	 	Name: Lawrence P. Radford	 
	 	 	Title: Vice President	 



 



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	 	HECLA MC SUBSIDIARY, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Daniel A. Nelson	 
	 	 	Name: Daniel A. Nelson	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	HECLA MONTANA, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Luther J. Russell	 
	 	 	Name: Luther J. Russell	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	REVETT SILVER COMPANY,	 
	 	a Montana corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Luther J. Russell	 
	 	 	Name: Luther J. Russell	 
	 	 	Title: President & CEO	 
	 	 	 	 
	 	 	 	 
	 	TROY MINE INC.,	 
	 	a Montana corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Luther J. Russell	 
	 	 	Name: Luther J. Russell	 
	 	 	Title: President	 



 



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	 	RC RESOURCES, INC.,	 
	 	a Montana corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Luther J. Russell	 
	 	 	Name: Luther J. Russell	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	REVETT EXPLORATION, INC.,	 
	 	a Montana corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Luther J. Russell	 
	 	 	Name: Luther J. Russell	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	REVETT HOLDINGS, INC.,	 
	 	a Montana corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Luther J. Russell	 
	 	 	Name: Luther J. Russell	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	MINES MANAGEMENT, INC.,	 
	 	an Idaho corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Daniel A. Nelson	 
	 	 	Name: Daniel A. Nelson	 
	 	 	Title: Vice President & Treasurer	 
	 	 	 	 
	 	 	 	 
	 	NEWHI, INC.,	 
	 	a Washington corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Daniel A. Nelson	 
	 	 	Name: Daniel A. Nelson	 
	 	 	Title: Vice President & Treasurer	 



 



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	 	MONTANORE MINERALS CORP.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Daniel A. Nelson	 
	 	 	Name: Daniel A. Nelson	 
	 	 	Title: Vice President & Treasurer	 
	 	 	 	 
	 	 	 	 
	 	KLONDEX GOLD & SILVER MINING	 
	 	COMPANY, a Nevada corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	KLONDEX MIDAS HOLDINGS	 
	 	LIMITED, a Nevada corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	KLONDEX MIDAS OPERATIONS INC.,	 
	 	a Nevada corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	KLONDEX AURORA MINE INC.,	 
	 	a Nevada corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: President	 



 



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	 	KLONDEX HOLLISTER MINE INC.,	 
	 	a Nevada corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: President	 
	 	 	 	 
	 	 	 	 
	 	HECLA QUEBEC INC./HECLA QUEBEC	 
	 	INC., a Canadian federal corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Lauren M. Roberts	 
	 	 	Name: Lauren M. Roberts	 
	 	 	Title: President	 



 



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	ADMINISTRATIVE AGENT:	THE BANK OF NOVA SCOTIA,	 
	 	as Administrative Agent	 
	 	 	 	 
	 	By:	/s/ Alastair Borthwick	 
	 	 	Name: Alastair Borthwick	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ryan Moonilal	 
	 	 	Name: Ryan Moonilal	 
	 	 	Title: Analyst	 



 



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	LENDERS:	THE BANK OF NOVA SCOTIA,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Michael Eddy	 
	 	 	Name: Michael Eddy	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen MacNeil	 
	 	 	Name: Stephen MacNeil	 
	 	 	Title: Director	 



 



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	 	ING CAPITAL LLC, as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Remko van de Water	 
	 	 	Name: Remko van de Water	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tanja van der Woude	 
	 	 	Name: Tanja van der Woude	 
	 	 	Title: Director	 



 



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	 	CANADIAN IMPERIAL BANK OF	 
	 	COMMERCE, as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Kazim Mehdi	 
	 	 	Name: Kazim Mehdi	 
	 	 	Title: Executive Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Martin Danaj	 
	 	 	Name: Martin Danaj	 
	 	 	Title: Director	 



 



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	 	JPMORGAN CHASE BANK, N.A.,	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ James Shender	 
	 	 	Name: James Shender	 
	 	 	Title: Vice President	 



 


 


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