ex_135094.htm


Exhibit 4.2(e)


 


SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2018 among Klondex Holdings (USA) Inc., a Nevada corporation (“Klondex Holdings”), Klondex Gold & Silver Mining Company, a Nevada corporation (“Klondex Gold”), Klondex Midas Holdings Limited, a Nevada corporation (“Klondex Midas”), Klondex Midas Operations Inc., a Nevada corporation (“Klondex Operations”), Klondex Aurora Mine Inc., a Nevada corporation (“Klondex Aurora”), and Klondex Hollister Mine Inc. (“Klondex Hollister” and, together with Klondex Holdings, Klondex Gold, Klondex Midas, Klondex Operations and Klondex Aurora, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), each of which is a direct or indirect subsidiary of Hecla Mining Company (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 12, 2013 (the “Indenture”), providing for the issuance of the Company’s 6.875% Senior Notes due 2021 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.     CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.     AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.


 


3.     NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


 



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4.     NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


5.     COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 


6.     EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


7.     THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.


 



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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 


Dated: November 30, 2018


 


	 	GUARANTEEING SUBSIDIARIES:	 
	 	 	 
	
			 

				
			KLONDEX HOLDINGS (USA) Inc. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lawrence P. Radford

				
			 

			
	
			 

				
			 

				
			Name: Lawrence P. Radford 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


	
			 

				
			klondex gold & silver mining coMPANY 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Luther J. Russell

				
			 

			
	
			 

				
			 

				
			Name: Luther J. Russell 

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


	
			 

				
			klondex midas holdings limited 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


	
			 

				
			klondex midas operations inc. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lawrence P. Radford 

				
			 

			
	
			 

				
			 

				
			Name: Lawrence P. Radford 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


	
			 

				
			klondex aurora mine inc. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lawrence P. Radford

				
			 

			
	
			 

				
			 

				
			Name: Lawrence P. Radford 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


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			klondex hollister mine inc. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


 


 


 


	 	COMPANY:	 
	 	 	 
	 	 	 
	
			 

				
			HECLA MINING COMPANY 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lindsay A. Hall

				
			 

			
	
			 

				
			 

				
			Name: Lindsay A. Hall 

				
			 

			
	
			 

				
			 

				
			Title:    Sr. Vice President & CFO 

				
			 

			



 


 


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	 	GUARANTORS:	 
	 	 	 
	 	 	 
	
			 

				
			HECLA LIMITED 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lindsay A. Hall

				
			 

			
	
			 

				
			 

				
			Name: Lindsay A. Hall 

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


 


	
			 

				
			HECLA ADMIRALTY COMPANY 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


 


	
			 

				
			HECLA SILVER VALLEY, INC. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				
			HECLA MC SUBSIDIARY, LLC 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Daniel A. Nelson

				
			 

			
	
			 

				
			 

				
			Name: Daniel A. Nelson 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				
			RIO GRANDE SILVER, INC. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				
			SILVER HUNTER MINING COMPANY 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lawrence P. Radford

				
			 

			
	
			 

				
			 

				
			Name: Lawrence P. Radford 

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


 


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			HECLA ALASKA LLC 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lawrence P. Radford

				
			 

			
	
			 

				
			 

				
			Name: Lawrence P. Radford 

				
			 

			
	
			 

				
			 

				
			Title: Vice President of Hecla Limited,


			It’s Member

				
			 

			



 


 


	
			 

				
			HECLA GREENS CREEK MINING COMPANY 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Lawrence P. Radford

				
			 

			
	
			 

				
			 

				
			Name: Lawrence P. Radford 

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


 


	
			 

				
			HECLA JUNEAU MINING COMPANY 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Title: Vice President 

				
			 

			



 


 


	
			 

				
			BURKE TRADING INC. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				
			HECLA MONTANA, INC. 

				
			 

			
	 	(f/k/a Revett Mining Company, Inc.)	 
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Luther J. Russell

				
			 

			
	
			 

				
			 

				
			Name: Luther J. Russell 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				
			REVETT SILVER COMPANY 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Luther J. Russell

				
			 

			
	
			 

				
			 

				
			Name: Luther J. Russell 

				
			 

			
	
			 

				
			 

				
			Title: President & CEO 

				
			 

			



 


 


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			TROY MINE INC. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/  Luther J. Russell

				
			 

			
	
			 

				
			 

				
			Name: Luther J. Russell 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				
			RC RESOURCES, INC.

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Luther J. Russell

				
			 

			
	
			 

				
			 

				
			Name: Luther J. Russell 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			





 


	
			 

				
			REVETT EXPLORATION, INC. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Luther J. Russell

				
			 

			
	
			 

				
			 

				
			Name: Luther J. Russell 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				
			REVETT HOLDINGS, INC. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Luther J. Russell

				
			 

			
	
			 

				
			 

				
			Name: Luther J. Russell 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			





 


	
			 

				
			MINES MANAGEMENT, INC. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


	
			 

				NEWHI, INC.	
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


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			MONTANORE MINERALS CORP. 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Dean W.A. McDonald

				
			 

			
	
			 

				
			 

				
			Name: Dean W.A. McDonald 

				
			 

			
	
			 

				
			 

				
			Title: President 

				
			 

			



 


 


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			THE BANK OF NEW YORK MELLON  

				
			 

			
	 	TRUST COMPANY, N.A.,	 
	 	as Trustee	 
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Karen Yu

				
			 

			
	
			 

				
			 

				
			Name: Karen Yu

				
			 

			
	
			 

				
			 

				
			Title: Vice President

				
			 

			



 


 


[Signature Page to Supplemental Indenture]