AGREEMENT AND CONSENT 



        THIS
AGREEMENT AND CONSENT, dated as of January 12, 2009 (this “Agreement”), is
made and entered into by and among Coeur d’Alene Mines Corporation, an Idaho
corporation (the “Company”), JMB Capital Partners Master Fund, L.P., a
Cayman Island limited partnership (“JMB”), and Lonestar Partners LP, a
Delaware limited partnership (“Lonestar” and, with the Company and JMB,
the “Parties”). 



RECITALS 



        WHEREAS,
the Company duly authorized the creation of an issue of its Senior Secured Floating Rate
Convertible Notes due 2012 (the “Notes”), having the terms, tenor, amount
and other provisions set forth in the indenture dated as of October 20, 2008 (the
“Indenture”), by and between the Company and The Bank of New York Mellon,
as Trustee (the “Trustee”), as supplemented by the First Supplemental
Indenture and Security Agreement dated as of October 20, 2008 by and among the Company,
Coeur Rochester, Inc. and the Trustee (as amended by Amendment No. 1 to the First
Supplemental Indenture, dated as of December 10, 2008, the “First Supplemental
Indenture”); 



        WHEREAS,
on October 20, 2008, the Company issued $50,000,000 aggregate principal amount of the
Notes (the “Outstanding Notes”); 



        WHEREAS,
the Company entered into one or more warrant agreements (the “Warrants”)
pursuant to which holders of the warrants received the right to purchase from the Company
up to a total of $25,000,000 aggregate principal amount of the Notes (the “Warrant
Notes”) during the period commencing 9 a.m. (New York time) on February 7, 2009
and ending 5:00 p.m. (New York time) on March 9, 2009; 



        WHEREAS,
JMB and Lonestar collectively own all of the Outstanding Notes and all of the Warrants;
and 



        WHEREAS,
the Company, JMB and Lonestar have agreed to amend the terms of the Notes and Warrants as
provided for herein. 



AGREEMENT 



        Capitalized
terms used but not defined herein shall have the respective meanings set forth in the
Indenture, as modified by the First Supplemental Indenture. The Company, JMB and Lonestar
hereby represent, covenant, agree and consent to the following: 



        1.       
Representations. 




            (a)       Authority.
Each of the Parties represents that (i) it has the power and           authority to
execute and deliver this Agreement, to perform its obligations           hereunder and to
consummate the transactions contemplated hereby, (ii) the           execution, delivery
and performance by such Party and the consummation by such           Party of the
transactions contemplated hereby have been duly and validly           authorized and
(iii) this Agreement has been duly executed and delivered by such           Party and
constitutes a legal, valid and binding obligation of such Party,           enforceable
against such Party in accordance with its terms, except as           enforcement may be
limited by applicable bankruptcy, insolvency, reorganization,           moratorium or
similar laws affecting creditors’ rights generally and by           general
principles of equity.  













            (b)       Warrants.
JMB represents that as of the date hereof it owns a Warrant           (the “JMB
Warrant”) representing the right to purchase           $23,750,000 aggregate
principal amount of Warrant Notes, and Lonestar represents           that as of the date
hereof it owns a Warrant (the “Lonestar           Warrant”) representing
the right to purchase $1,250,000 aggregate           principal amount of Warrant Notes.  




            (c)       Notes.
JMB represents that as of the date hereof it owns $35,141,000           aggregate
principal amount of the Outstanding Notes, and Lonestar represents           that as of
the date hereof it owns $2,500,000 aggregate principal amount of the
          Outstanding Notes.  




            (d)       Disclosures.
The Company represents that as of the date hereof there is           no material
information required to be disclosed on Form 8-K that has not been           so
disclosed.  




        2.       Exercise
of Warrant.  




            (a)       Exercise
Date. Notwithstanding the terms of the Warrants, the Warrants           shall be
amended to be exercisable beginning at 9 a.m. (New York time) on the           first
Trading Day after the date hereof.  




            (b)       Covenant
to Exercise. JMB and Lonestar agree to exercise in full the JMB           Warrant and
the Lonestar Warrant, respectively, on or before 5:00 p.m. (New York           time) on
January 29, 2009 and, except as set forth in Section 2(c) below, to           otherwise
comply with the conditions, covenants and agreements set forth in the           Warrants.
Each of JMB and Lonestar further agrees that it will not transfer any           of the
Warrants held by it.  




            (c)       Short
Positions. Section 1(b)(ii) of the Warrants is hereby deleted in           its
entirety and shall be of no further force or effect. For the avoidance of
          doubt, each of JMB and Lonestar may exercise their respective Warrants
          regardless of any short position in the Common Stock held by either of them at
          any time.  




        3.       Change
in Interest Rate Applicable to the Notes.  




            (a)       Consent.
Pursuant to Section 9.02 of the First Supplemental Indenture,           JMB and Lonestar
hereby consent to (i) amendment of the Notes, the Indenture and           the First
Supplemental Indenture, as described in Amendment No. 2 to the First
          Supplemental Indenture, in the form attached hereto as Exhibit A (the
          “Second Amendment”), to be entered into between the Company
and           the Trustee, to effect such amendments and (ii) to the execution, on behalf
of           each of them, of the Second Amendment  




            (b)                 Replacement
Notes. JMB and Lonestar each agree to deliver their respective           Outstanding
Notes to the trustee for cancellation, and the Company agrees to           deliver to JMB
and Lonestar replacement Notes reflecting the amendments set           forth in the
Second Amendment.  



2 











        4.       Covenants
of the Company. The Company agrees to file a Form 8-K on the           date of this
Agreement containing as exhibits this Agreement and the Second           Amendment.  




        5.       Miscellaneous.  




            (a)                 THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE           WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK.  




            (B)                 THE
PARTIES EACH IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF STATE OR
          FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, STATE OF NEW
          YORK FOR THE PURPOSE OF ANY SUIT, ACTION, PROCEEDING OR JUDGMENT RELATING TO OR
          ARISING OUT OF THIS AGREEMENT. SERVICE OF PROCESS IN CONNECTION WITH ANY SUCH
          SUIT, ACTION OR PROCEEDING MAY BE SERVED ON A PARTY ANYWHERE IN THE WORLD BY
THE           SAME METHODS AS ARE SPECIFIED FOR THE GIVING OF NOTICES UNDER THE
INDENTURE. THE           PARTIES EACH IRREVOCABLY CONSENT TO THE JURISDICTION OF ANY SUCH
COURT IN ANY           SUCH SUIT, ACTION OR PROCEEDING AND TO THE LAYING OF VENUE IN SUCH
COURT. THE           PARTIES EACH IRREVOCABLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE
OF ANY SUCH           SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS AND IRREVOCABLY
WAIVE ANY           CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS           BEEN BROUGHT IN AN INCONVENIENT FORUM.  




            (c)                 THE
PARTIES EACH WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION           WITH
RESPECT TO THIS AGREEMENT AND REPRESENT THAT COUNSEL HAS BEEN CONSULTED
          SPECIFICALLY AS TO THIS WAIVER.  




            (d)                 Any
term of this Agreement may be amended and the observance of any term of this
          Agreement may be waived (either generally or in a particular instance and
either           retroactively or prospectively), only with the written consent of the
Company           and, as applicable, JMB or Lonestar.  




            (e)                 The
Section headings herein are for convenience only and shall not affect the
          construction hereof.  




            (f)                 This
Agreement may be executed in any number of counterparts and by the Parties           in
separate counterparts, and signature pages may be delivered by facsimile,           each
of which when so executed shall be deemed to be an original and all of           which
taken together shall constitute one and the same agreement.  




[Signature Page Follows] 





3 













        IN
WITNESS WHEREOF, this Agreement and Consent is executed and effective as of the date first
set forth above. 



		COEUR D’ALENE MINES CORPORATION
	

 	By:  /s/ Mitchell J. Krebs
		        Name: Mitchell J. Krebs
		        Title: Chief Financial Officer
















		JMB CAPITAL PARTNERS MASTER FUND, L.P.
	

 	By:  /s/ Jonathan Brooks
		        Name:  Jonathan Brooks
		        Title:  General Partner















		LONESTAR PARTNERS, LP
	

 	By:  /s/ Yedi Wong
		        Name:  Yedi Wong
		        Title:  Chief Financial Officer















EXHIBIT A 



FORM OF SECOND
AMENDMENT