Exhibit 10(kk)
AGREEMENT
This Agreement, dated as of January 6, 2003, is between ASARCO Incorporated
("Asarco") and Coeur d'Alene Mines Corporation ("Coeur").
WHEREAS, Asarco plans to sell the 7,125,000 shares of Coeur common stock
owned by it (the "Shares") and desires that it no longer be deemed to be an
"affiliate" of Coeur within the meaning of Rule 144(a)(1) under the Securities
Act of 1933 (the "1933 Act"), so that Rule 144(k) will be available to Asarco,
90 days after the cessation of its affiliate status, to exempt from registration
under the 1933 Act Asarco's future sales of Shares in the event such sales are
not registered by Coeur under the 1933 Act;
WHEREAS, Asarco and Coeur entered into an Amended and Restated Transaction
Agreement, dated as of May 13, 1999 and amended and restated as of June 22, 1999
(the "Transaction Agreement"), in Section 3.22 of which Asarco agreed that it
would not sell the Shares prior to September 9, 2004 without Coeur's prior
consent unless the sale is to an affiliate of Asarco or pursuant to a "widely
distributed public offering," and the parties now desire to agree on the
definition of the term "widely distributed public offering" for that purpose;
WHEREAS, Asarco and Coeur entered into a Shareholder Agreement, dated as of
September 9, 1999 (the "Shareholder Agreement"), under Article V of which Coeur
agreed to not take certain specified corporate actions without the prior consent
of Asarco, and Asarco now desires to waive its approval rights under that
Article;
WHEREAS, Asarco has provided notice to Coeur exercising its piggyback
registration right relating to the Shares pursuant to Section 4.2 of the
Shareholder Agreement; and
WHEREAS, two designees of Asarco presently serve on the Boards of Directors
of Coeur and certain of its subsidiaries in accordance with Section 2.1 of the
Shareholder Agreement and Asarco is willing to cause their resignations from
such Boards.
NOW, THEREFORE, Asarco and Coeur hereby agree as follows:
1. Asarco hereby waives its approval authority under Article V of the
Shareholder Agreement and, therefore, Coeur will not be obligated in the future
to seek the prior approval of Asarco with respect to the corporate actions
referred to therein.
2. Coeur will use its best efforts to have the universal shelf registration
statement on Form S-3 that it filed with the Securities and Exchange Commission
on November 25, 2002, amended and declared effective and to file a prospectus
supplement thereto that will register under the 1933 Act the sale by Asarco of
the Shares.
3. Asarco will limit its sales of Shares in the future so that no
individual purchaser will purchase in excess of 500,000 Shares. This limitation
will expire on September 9, 2004.
4. Asarco will cause the Asarco designees on the Boards of Directors of
Coeur and certain of its subsidiaries to resign and agrees that Asarco no longer
has the right to nominate any directors to Coeur's Board of Directors pursuant
to Section 2.1 of the Shareholder Agreement.
5. The determination as to whether or not Asarco is an affiliate of Coeur
for purposes of Rule 144(k) under the 1933 Act will be made at the time of the
sale of the Shares in light of the then prevailing facts and circumstances.
IN WITNESS WHEREOF, Asarco and Coeur have each caused this Agreement to be
signed by its officer thereunto duly authorized as of the day and year first
above written.
ASARCO INCORPORATED
By:/s/ James T. O'Neil
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James T. O'Neil
Vice President-Chief Financial Officer
COEUR D'ALENE MINES CORPORATION
By:/s/ Dennis E. Wheeler
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Dennis E. Wheeler
Chairman and Chief Executive Officer
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