slr_ex101





 







Exhibit 10.1


 



Certain identified information contained in this document, marked
by brackets as [***], has been excluded because it is both
(i) not material and (ii) would likely cause competitive
harm to the registrant if publicly disclosed.





 


	





	

U.S.
Small Business Administration NOTE







 


	

SBA
Loan #

	

[***]


	

SBA
Loan Name

	

Solitario
Zinc Corp.


	

Date

	

April
22, 2020


	

Loan
Amount

	

$70,000.00


	

Interest
Rate

	

1.00%


	

Borrower

	

Solitario
Zinc Corp


	

Operating
Company

	

N/A


	

Lender

	

KeyBank
National Association







 



1.          

PROMISE TO
PAY:






 


In
return for the Loan, Borrower promises to pay to the order of
Lender the amount of Seventy thousand and 00/100 Dollars, interest
on the unpaid principal balance, and all other amounts required by
this Note.


 



2.            

DEFINITIONS:






 


“Collateral”
means any property taken as security for payment of this Note or
any guarantee of this Note.


“Guarantor”
means each person or entity that signs a guarantee of payment of
this Note.


“Loan”
means the loan evidenced by this Note.


“Loan
Documents” means the documents related to this loan signed by
Borrower, any Guarantor, or anyone who pledges
collateral.


“SBA”
means the Small Business Administration, an Agency of the United
States of America.


 






 

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3.          

PAYMENT
TERMS:






 


Borrower
must make all payments at the place Lender designates. The payment
terms for this Note are:


 


The
interest rate is 1.00% per year. The interest rate may only be
changed in accordance with SOP 50 10.


 


Borrower
must pay principal and interest payments of $2,947.15 every month
beginning 7 month(s) from the month this Note is dated; payments
must be made on the 20th calendar day in the
months they are due.


 


Lender
will apply each installment payment first to pay interest accrued
to the day the Lender receives the payment, then bring principal
current, then to pay any late fees, and will apply any remaining
balance to reduce principal.


 



Loan Prepayment


 


Notwithstanding
any provision in this Note to the contrary:


 



Borrower may prepay this Note.


 


Borrower
may prepay 20 percent or less of the unpaid principal balance at
any time without notice. If Borrower prepays more than 20 percent
and the Loan has been sold on the secondary market, Borrower must:
a. Give Lender written notice; b. Pay all accrued interest; and c.
If the prepayment is received less than 21 days from the date
Lender receives the notice, pay an amount equal to 21 days'
interest from the date lender receives the notice, less any
interest accrued during the 21 days and paid under subparagraph b.,
above.


 


If
Borrower does not prepay within 30 days from the date Lender
receives the notice, Borrower must give Lender a new
notice.


 


All
remaining principal and accrued interest is due and payable 2 years
from date of Note.


 



Conditional Loan Forgiveness:


 


The
indebtedness evidenced by this Note may be forgiven, pursuant to
and subject to, the terms of the Paycheck Protection Program (15
U.S.C. § 636(a)(36)), and the guidance issued in relation
thereto by SBA and/or the U.S. Department of Treasury.


 


Late
Charge: If a payment on this Note is more than 10 days late, Lender
may charge Borrower a late fee of up to 5% of the unpaid portion of
the regularly scheduled payment.


 


4.
DEFAULT:


 


Borrower
is in default under this Note if Borrower does not make a payment
when due under this Note, or if Borrower or Operating
Company:


A.
Fails to do anything required by this Note and other Loan
Documents;


B.
Defaults on any other loan with Lender;


C. Does
not preserve, or account to Lender’s satisfaction for, any of
the Collateral or its proceeds;


D. Does
not disclose, or anyone acting on their behalf does not disclose,
any material fact to Lender or SBA;


E.
Makes, or anyone acting on their behalf makes, a materially false
or misleading representation to Lender or SBA;


F.
Defaults on any loan or agreement with another creditor, if Lender
believes the default may materially affect Borrower’s ability
to pay this Note;


G.
Fails to pay any taxes when due;


H.
Becomes the subject of a proceeding under any bankruptcy or
insolvency law;


I. Has
a receiver or liquidator appointed for any part of their business
or property;


J.
Makes an assignment for the benefit of creditors;


K. Has
any adverse change in financial condition or business operation
that Lender believes may materially affect Borrower’s ability
to pay this Note;


L.
Reorganizes, merges, consolidates, or otherwise changes ownership
or business structure without Lender’s prior written consent;
or


M.
Becomes the subject of a civil or criminal action that Lender
believes may materially affect Borrower’s ability to pay this
Note.


 




 

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5. LENDER’S RIGHTS IF THERE IS A DEFAULT:


 



Without notice or demand and without giving up any of its rights,
Lender may:



A. Require immediate payment of all amounts owing under this
Note;



B. Collect all amounts owing from any Borrower or
Guarantor;



C. File suit and obtain judgment;



D. Take possession of any Collateral; or



E. Sell, lease, or otherwise dispose of, any Collateral at public
or private sale, with or without advertisement.


 



6. LENDER’S GENERAL POWERS:


 



Without notice and without Borrower’s consent, Lender
may:



A. Bid on or buy the Collateral at its sale or the sale of another
lienholder, at any price it chooses;


B.
Incur expenses to collect amounts due under this Note, enforce the
terms of this Note or any other Loan Document, and preserve or
dispose of the Collateral. Among other things, the expenses may
include payments for property taxes, prior liens, insurance,
appraisals, environmental remediation costs, and reasonable
attorney’s fees and costs. If Lender incurs such expenses, it
may demand immediate repayment from Borrower or add the expenses to
the principal balance;


C.
Release anyone obligated to pay this Note;


D.
Compromise, release, renew, extend or substitute any of the
Collateral; and


E. Take
any action necessary to protect the Collateral or collect amounts
owing on this Note.


 


7. WHEN
FEDERAL LAW APPLIES:


 


When
SBA is the holder, this Note will be interpreted and enforced under
federal law, including SBA regulations. Lender or SBA may use state
or local procedures for filing papers, recording documents, giving
notice, foreclosing liens, and other purposes. By using such
procedures, SBA does not waive any federal immunity from state or
local control, penalty, tax, or liability. As to this Note,
Borrower may not claim or assert against SBA any local or state law
to deny any obligation, defeat any claim of SBA, or preempt federal
law.


 


8.
SUCCESSORS AND ASSIGNS:


 


Under
this Note, Borrower and Operating Company include the successors of
each, and Lender includes its successors and assigns.


 


9.
GENERAL PROVISIONS:


 


A. All
individuals and entities signing this Note are jointly and
severally liable.


B.
Borrower waives all suretyship defenses.


C.
Borrower must sign all documents necessary at any time to comply
with the Loan Documents and to enable Lender to acquire, perfect,
or maintain Lender’s liens on Collateral.


D.
Lender may exercise any of its rights separately or together, as
many times and in any order it chooses. Lender may delay or forgo
enforcing any of its rights without giving up any of
them.


E.
Borrower may not use an oral statement of Lender or SBA to
contradict or alter the written terms of this Note.


F. If
any part of this Note is unenforceable, all other parts remain in
effect.


G. To
the extent allowed by law, Borrower waives all demands and notices
in connection with this Note, including presentment, demand,
protest, and notice of dishonor. Borrower also waives any defenses
based upon any claim that Lender did not obtain any guarantee; did
not obtain, perfect, or maintain a lien upon Collateral; impaired
Collateral; or did not obtain the fair market value of Collateral
at a sale.


 


10.
BORROWER’S NAME(S) AND SIGNATURE(S):


By
signing below, each individual or entity becomes obligated under
this Note as Borrower.


 




 

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Solitario Zinc Corp.



a(n) CO Corporation


 


	


/s/ James Maronick

	

4/22/20


	


James Maronick

	


Date


	


CFO

	
 


	
 

	
 


	

/s/
Christopher Herald

	

4/22/20


	


CHRISTOPHER HERALD

	


Date


	


CEO

	
 


	
 

	
 


	


/s/ Walter Hunt

	


4/22/20


	


Walter Hunt

	


Date


	


COO

	
 







 




 

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