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Exhibt 10.14
Borrower
Idaho Independent Bank Hecla Mining Company VARIABLE RATE
912 Northwest Boulevard COMMERCIAL
Coeur d'Alene, Idaho 83814 Address REVOLVING OR
(208) 765-3619 "LENDER" 6500 MINERAL DRIVE DRAW NOTE
COEUR D'ALENE, ID 83814
TELEPHONE NO. IDENTIFICATION NO.
208-769-4138 82-0126240
OFFICER INTEREST PRINCIPAL AMOUNT/ FUNDING/ MATURITY CUSTOMER LOAN
INTITIALS RATE CREDIT LIMIT AGREEMENT DATE DATE NUMBER NUMBER
RBC VARIABLE $2,000,000 10/12/00 01/15/01 01111360
WORKING CAPITAL
PROMISE TO PAY
For value received, Borrower promises to pay to the order of Lender indicted
above the principal amount of TWO MILLION AND NO/100 Dollars ($2,000,000,00) or,
if less, the aggregate unpaid principal amount of all loans or advances made by
the Lender to the Borrower, plus interest on the unpaid principal balance at the
rate and in the manner described below, until all amounts owing under this Note
are paid in full. All amounts received by Lender shall be applied first to
accrued unpaid interest, then to unpaid principal and then to unpaid late
charges and expenses or in any other manner as determined by Lender, in Lender's
sole discretion, as permitted by law.
REVOLVING OR DRAW FEATURE: X This Note possesses a revolving feature, Upon
satisfaction of the conditions set forth in this Note, Borrower shall be
entitled to borrow up to the full principal amount of the Note and to repay and
reborrow from time to time during the term of this Note. This Note possesses
a draw feature. Upon satisfaction of the conditions set forth in this Note,
Borrower shall be entitled to make one or more draws under this Note. Any
repayment may not be reborrowed. The aggregate amount of such draws shall not
exceed the full principal amount of this Note.
Information with regard to any loans or advances under this Note shall be
recorded and maintained by Lender in its internal records and such records shall
be conclusive as to the information set forth therein absent manifest error. The
Lender's failure to record the date and amount of any loan or advance shall not
limit or otherwise affect the obligations of the Borrower under this Note to
repay the principal amount of the loans or advances together with all interest
accruing thereon. Lender shall not be obligated to provide Borrower with a copy
of the record on a periodic basis. Borrower shall be entitled to inspect or
obtain a copy of the record during Lender's business hours.
CONDITIONS FOR ADVANCES: If there is no default under this Note, Borrower shall
be entitled to borrow monies under this Note (subject to the limitations
described above) under the following conditions:
DRAWS TO BE MADE UPON WRITTEN REQUEST OF ALAN LANG OR DAVE WOLFE AND
DISPURSED VIA A CASHIER'S TO HECLA MINING COMPANY.
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INTEREST RATE: This Note has a variable rate feature. The interest rate on this
Note may change from time to time if the Index Rate identified below changes.
Interest shall be computed on the basis of 365 days and the actual number of
days per year. Interest on this Note shall be calculated at a variable rate
equal to ONE AND N0/1000 percent (1.00%) per annum over the Index Rate. The
initial Index Rate is currently NINE AND 500/1000 percent (9.500%) per annum.
The initial interest rate over on this Note shall be TEN
AND 500/1000 percent (10.500%) per annum. Any change in the interest rate
resulting from a change in the Index Rate will be effective on: the date the
Index Rate changes
INDEX RATE: The Index Rate for this Note shall be: New York consensus prime
lending rate as published by the Wall Street Journal
MINIMUM/MAXIMUM RATE: The minimum interest rate on this Note shall be NINE AND
500/1000 percent (9.500%) per annum. The maximum interest rate on this Note
shall not exceed TWENTY-ONE AND N0/100 PERCENT (21.00%) per annum, or if less,
or if a maximum rate is not indicated, the maximum interest rate Lender is
permitted to charge by law.
DEFAULT RATE: In the event of any default under this Note, the Lender may, in
its discretion, determine that all amounts owed to Lender shall bear interest at
the lessor of : 21%, or the maximum interest rate Lender is permitted to charge
by law.
PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:
INTEREST ONLY PAYMENTS BEGINNING NOVEMBER 12, 2000 AND CONTINUING AT MONTHLY
TIME INTERVALS THEREAFTER. A FINAL PAYMENT OF THE UNPAID PRINCIPAL BALANCE
PLUS ACCRUED INTEREST IS DUE AND PAYABLE ON JANUARY 15, 2001.
All payments will be made to Lender at its address described above, or at any
other address so designated by Lender, and in lawful currency of the United
States of American.
RENEWAL: If checked, this Note is a renewal of Loan Number .
SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender all of the Borrower's rights, title, and interest, in all
monies, instruments, savings, checking and other deposit accounts of Borrower's
(excluding IRA, Keogh and trust accounts and deposits subject to tax penalties
if so assigned) that are not or in the future in Lender's custody or control. X
If checked, the obligations under this Note are also secured by a lien on and/or
security interest in the property described in the documents executed in
connection with this Note as well as any other property designated as security
for this Note now or in the future.
PREPAYMENT: This Note may be prepaid in part or in full on or before its
maturity date. If this Note is prepaid in full, there will be: No minimum
finance charge. X A minimum finance charge of $35.00.
LATE PAYMENT CHARGE: If a payment is received more than 15 days late,
Borrower will be charged a late payment charge of: % of the unpaid payment
amount; X $10.00 or 5.00% of the unpaid payment amount, whichever is X
greater less; as permitted by law.
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BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE.
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.
NOTE DATE: OCTOBER 12, 2000
BORROWER: HECLA MINING COMPANY BORROWER:
/s/ Michael B. White
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MICHAEL B. WHITE
VICE PRESIDENT
BORROWER: BORROWER:
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BORROWER: BORROWER:
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BORROWER: BORROWER:
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1. DEFAULT: Borrower will be in default under this Note in the event that
Borrower, any guarantor or any other third party pledging collateral to secure
this Note:
(a) fails to make any payment on this Note or any other indebtedness to
Lender when due;
(b) fails to perform any obligation or breaches any warranty or covenant to
Lender contained in this Note, any security instrument, or any other, present or
future written agreement regarding this or any other indebtedness of Borrower to
Lender;
(c) provides or causes any false or misleading signature or representation to
be provided to Lender;
(d) allows the collateral securing this Note (if any) to be lost, stolen,
destroyed, damaged in any material respect, or subjected to seizure or
confiscation;
(e) permits the entry or service of any garnishment, judgment, tax levy,
attachment or lien against the Borrower, any guarantor, or any of their
property;
(f) dies, becomes legally incompetent, is dissolved or terminated, ceases to
operate its business, becomes insolvent, makes an assignment for the benefit of
creditors, fails to pay debts as they become due, or becomes the subject of any
bankruptcy, insolvency or debtor rehabilitation proceeding; or
(g) causes Lender to deem itself insecure due to a significant decline in the
value of any real or personal property securing payment of this Note.
2. RIGHTS OF LENDER ON DEFAULT: If there is a default under this Note,
Lender will be entitled to exercised one or more of the following
remedies without notice or demand (except as required by law):
(a) to cease making additional advances under this Note;
(b) to declare the principal amount plus accrued interest under this Note and
all other present and future obligations of Borrower immediately due and payable
in full;
(c) to collect the outstanding obligations of Borrower with or without
resorting to judicial process;
(d) to take possession of any collateral in any manner permitted by law;
(e) to require Borrower to deliver and make available to Lender any collateral
at a place reasonably convenience to Borrower and Lender;
(f) to sell, lease or otherwise dispose of any collateral and collect any
deficiency balance with or without resorting to legal process;
(g) to set-off Borrower's obligations against any amounts due to Borrower
including, but not limited to monies, instruments, and deposit accounts
maintained with Lender; and
(h) to exercise all other rights available to Lender under any other written
agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and
in any order. Lender's remedies under this paragraph are in addition to
those available at common law, including, but not limited to, the right of
set-off.
3. DEMAND FEATURE: If this Note contains a demand feature, Lender's right
to demand payment, at any time, and from time to time, shall be in Lender's
sole and absolute discretion, whether or not any default has occurred.
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4. POST-MATURITY ADVANCES AND PAYMENTS: Lender's acceptance of payments of
principal, interest or otherwise hereon subsequent to the maturity hereof,
or the making of any additional advances hereunder will not effect an
extension of the maturity date set forth herein. The making of any
advance hereunder subsequent to the maturity hereof shall be solely at the
discretion of the Lender and the making of one or more advances shall in no
way require Lender to make any further advance or advances. Any advance or
advances make by Lender hereunder subsequent to the maturity hereof shall
bear interest at the same rate as other indebtedness outstanding hereunder
and be payable upon demand.
5. FINANCIAL INFORMATION: Borrower will at all times keep proper books of
record and account in which full, true and correct entries shall be made in
accordance with generally accepted accounting principles and will deliver
to Lender, within ninety (90) days after the end of each fiscal year of
Borrower, a copy of the annual financial statements of Borrower relating to
such fiscal year, such statements to include (i) the balance sheet of
Borrower as at the end of such fiscal year and (ii) the related income
statement, statement of retained earnings and statement of changes in the
financial position of Borrower for such fiscal year, prepared by such
certified public accountants as may be reasonably satisfactory to Lender.
Borrower also agrees to deliver to Lender within fifteen (15) days after
filing same, a copy of Borrower's income tax returns and also, from time
to time, such other financial information with respect to Borrower as
Lender may request.
6. MODIFICATION AND WAIVER: The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a
writing signed by Lender. Lender may perform any of Borrower's obligations
or delay or fail to exercise any of its rights without causing a waiver of
those obligations or rights. A waiver on one occasion will not constitute
a waiver on any other occasion. Borrower's obligations under this Note
shall not be affected if Lender amends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any
co-borrower or guarantor or any of its rights against any co-borrower,
guarantor or collateral.
7. SEVERABILITY: If any provision of this Note is invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby;
8. ASSIGNMENT: Borrower will not be entitled to assign any of its rights,
remedies or obligations described in this note without the prior written
consent of Lender which may be withheld by Lender in its sole discretion.
Lender will be entitled to assign some of all of its rights and remedies
described in the Note without notice to or the prior consent of Borrower in
any manner.
9. NOTICE: Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.
10. APPLICABLE LAW: This Note shall be governed by the laws of the state of
Idaho. Borrower consents to the jurisdiction and venue of any court located
I such state in the event of any legal proceeding pertaining to the
negotiation, execution, performance or enforcement of any term or condition
contained in this Note or any related loan document and agrees not to
commence or seek to remove such legal proceeding in or to a different
court.
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11. COLLECTION COSTS: If Lender hires an attorney to assist in collecting any
amounts due or enforcing any right to remedy under this Note, Borrower
agrees to pay Lender's reasonable attorney's fees, to the extent
permitted by applicable law, and collection costs.
12. INCONSISTENT REPRESENTATIONS: Borrower affirmatively states that no
representative of Lender has made any representation which are inconsistent
with the terms of this Note and Borrower has not relied on any such promise
or representation of any representative of Lender in executing this Note.
13. ACTS OR OMISSIONS OF LENDER: If at any time Borrower discovers or has
reason to believe that any act or omission of Lender has caused him any
injury or damage, Borrower agrees to provide written notice to Lender
within twenty (20)days informing Lender of the act or omission of Lender
which Borrower believes has caused Borrower injury or damages. Borrower
agrees that the failure of Borrower to provide such notice to Lender shall
constitute a waiver of any such claim.
14. LIMITATIONS ON LIABILITY/LIQUIDATED DAMAGES: Lender's responsibility to
Borrower under this Note shall be limited to the making of advances to the
Borrower as required by the terms of this Note. Borrower and Lender agree
that in no event shall Lender be liable to Borrower on any claim whatsoever
for consequential damages or for any amount in excess of the unpaid
principal amount of the Note plus interest at the Note rate as liquidated
damages.
15. MISCELLANEOUS: This Note is being executed for commercial purposes.
Borrower and Lender agree that time is of the essence. Borrower
waives presentment, demand for payment, notice of dishonor and protest.
All references to Borrower in this Note shall include all the parties
signing this Note, and this Note shall be binding upon the heirs,
successors and assigns of Borrower and Lender. If there is more than one
Borrower, they will be obligated jointly and individually. This Note and
any related documents represent the complete and integrated understanding
between Borrower and Lender pertaining to the terms and conditions of those
documents.
16. NOTICE PURSUANT TO I.C. SECTION 9-505(5): Effective July 1, 1993, a
promise or commitment to lend money or to grant or extent credit in an
original principal amount of fifty thousand dollars ($50,000) or more, made
by a person or entity engaged in the business of lending money or extending
credit, or some note or memorandum thereof, must be in writing and
subscribed by the person or entity making the promise or commitment, or the
agent of that person or entity, or the agreement is invalid.
17. JURY TRIAL WAIVER: BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL
SECURING THIS NOTE.
(i) ADDITIONAL TERMS
Pursuant to Idaho Code Section 9-505(5), a promise or commitment to lend money
or to grant or extend credit in an original principal amount of $50,000 or more
must be in a signed writing or the agreement is invalid.