Exhibit 10.1
THIRD AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of November 18, 2014, 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 and (iii) each of the banks and other financial institutions identified as “Lenders” on the signature pages hereto (the “Lenders”).
W I T N E S S E T H:
WHEREAS, pursuant to the Third Amended and Restated Credit Agreement, dated as of February 14, 2014 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by this 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 Bank of Nova Scotia, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), the Lenders have made commitments to extend certain credit facilities to the Borrowers; and
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 1.1Certain 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 therecitals.
“Borrowers” is defined in thepreamble.
“Credit Agreement” is defined in therecitals.
“Existing Credit Agreement” is defined in therecitals.
“Lenders” is defined in thepreamble.
“Third Amendment” is defined in thepreamble.
“Third Amendment Effective Date” is defined inSubpart 4.1.
SUBPART 1.2Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Third Amendment, including itspreamble andrecitals, have the meanings provided in the Credit Agreement.
PART II
AMENDMENTS 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 thisPart II. Except as so amended, the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect.
SUBPART 2.1Amendments.
(a) Amendment to Definition of Maturity Date. The definition of “Maturity Date” in Section 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“’Maturity Date’ means November 18, 2018.”
(b) Amendment Adding Definition of Acceptable Credit Rating. Section 1.1 of the Existing Credit Agreement is amended by adding the following definition, in alphabetical order:
“’Acceptable Credit Rating’ means, in the case of Moody’s, a rating of A3 or better; in the case of S&P, a rating of A- or better; or in the case of Fitch, a rating of A- or better.”
(c) Amendment to Section 6.7(b)(ii). Section 6.7(b)(ii) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“(ii) enter into any Hedging Agreement (A) which is margined or cash collateralized, (B) with respect to which the obligations of such party are secured by a Lien (other than a Lien securing Hedging Obligations (I) in favor of a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent or (II) as permitted bySection 6.3(j)) on the property, revenues or assets of such party, (C) with a counterparty (other than a Lender or an Affiliate of a Lender) that has a combined capital and surplus of less than $250,000,000, (D) with a counterparty (other than a Lender or an Affiliate of a Lender) if such counterparty has a credit rating and, at the time such Hedging Agreement is entered into, none of such ratings is an Acceptable Credit Rating; or (E) for speculative purposes.”
PART III
AFFIRMATION AND CONSENT
SUBPART 3.1Affirmation 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 4.1Amendment 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 thisPart IV shall have been satisfied.
SUBPART 4.2Execution 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 and each Lender.
SUBPART 4.3Representations and Warranties. The representations and warranties contained inSubpart 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.
SUBPART 4.4Costs and Expenses, etc. The Administrative Agent shall have received for its account and the account of each Lender, an amendment fee in the amount of 20 bps for each Lender, and all fees, costs and expenses due and payable pursuant to Section 9.3 of the Credit Agreement, if then invoiced, and any and all other Loan Documents.
PART V
MISCELLANEOUS
SUBPART 5.1Cross-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 5.2Instrument 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 5.3References 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 5.4Representations 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 amendments contained herein.
SUBPART 5.5Counterparts. 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 5.6Full 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 amendments 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.
SUBPART 5.7Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SUBPART 5.8Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
* * * * *
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.
BORROWERS: | HECLA ALASKA LLC, a Delaware limited liability company By: Hecla Limited,
its Managing Member
By:______________________________ Name: James A. Sabala Title: Vice President & Treasurer HECLA GREENS CREEK MINING COMPANY,a Delaware corporation
By:______________________________
Name: James A. Sabala
Title: Vice President & Treasurer HECLA JUNEAU MINING COMPANY, a Delaware corporation
By:______________________________ Name: James A. Sabala
Title: Vice President & Treasurer HECLA MINING COMPANY, a Delaware corporation By:
Name: David C. Sienko Title: Vice President & General Counsel |
| | |
| OTHER LOAN PARTIES: | BURKE TRADING INC., a Delaware corporation
By:______________________________
Name: James A. Sabala
Title: Vice President & Treasurer |
| HECLA ADMIRALTY COMPANY, a Delaware corporation
By:______________________________ Name: James A. Sabala
Title: Vice President & Treasurer HECLA LIMITED, a Delaware corporation
By:______________________________ Name: James A. Sabala
Title: Vice President & Treasurer
Silver Hunter Mining Company,
a Delaware corporation
By:______________________________ Name: James A. Sabala
Title: Vice President & Treasurer
RIO GRANDE SILVER, INC., a Delaware corporation By:______________________________ Name: James A. Sabala
Title: Vice President & Treasurer
RHL Holdings, Inc., a Delaware corporation By:______________________________ Name: Alan MacPhee
Title: Vice President & Treasurer |
| HECLA SILVER VALLEY, INC., a Delaware corporation By:______________________________ Name: James A. Sabala
Title: Vice President & Treasurer
HECLA MC SUBSIDIARY, LLC, a Delaware limited liability company
By:______________________________
Name: Alan MacPhee Title: President |
| THE BANK OF NOVA SCOTIA,as a Lender
By:______________________________
Name: Ray Clarke Title: Managing Director By:______________________________
Name: Bhiravi Ravichandran Title: Associate Director |
| ING CAPITAL LLC, as a Lender By:______________________________
Name: Remko van de Water Title: Director By:______________________________
Name: Richard Ennis Title: Managing Director |
