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