Exhibit (b)(I)
DEUTSCHE BANK SECURITIES INC.
60 WALL STREET
NEW YORK, NEW YORK 10005
Thursday, June 17, 2004
Coeur d'Alene Mines Corporation
505 Front Avenue, P.O. Box I
Coeur d'Alene, ID 83816
Ladies and Gentlemen:
Deutsche Bank Securities Inc. ("DBSI") is aware that Coeur d'Alene Mines
Corporation ("you" or the "Company") has proposed to enter into an arrangement
agreement with Wheaton River Minerals Ltd. (the "Transaction") in which the
Company would, directly or indirectly, acquire all of the outstanding stock of
Wheaton River Minerals Ltd ("Wheaton"). You have advised DBSI that you intend to
propose new terms for the transaction on or about Monday, June 21, 2004,
pursuant to a dissident offering circular (the "Dissident Offering Circular")
filed with the applicable Canadian securities authorities. Wheaton has executed
and delivered a definitive arrangement agreement with Iamgold Corp. (the
"Iamgold Transaction").
We are pleased to inform you that subject to the terms of this letter we
will provide you an underwritten commitment for up to $225 million of
convertible notes ("Notes") with the terms set forth in the term sheet attached
as Attachment A hereto (the "Term Sheet").
This commitment is subject to (i) the Notes having the terms set forth in
the Term Sheet, (ii) the entering into of a purchase agreement relating to the
Notes reasonably satisfactory to Deutsche Bank which contains reasonable and
customary representations and warranties from the Company, requires the
delivery of customary legal opinions acceptable to Deutsche Bank and an
acceptable comfort letter from the Company's certified public accountants, and
provides for reasonable and customary indemnification of Deutsche Bank by the
Company or, in the event the indemnification provisions are held to be
unenforceable, reasonable and customary contribution provisions and (iii) the
entering into of a registration rights agreement reasonably satisfactory to
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Deutsche Bank obligating the Company to file a shelf registration statement
with the SEC relating to the resale of the convertible notes and the underlying
shares of common stock of the Company within the time period set forth in the
Term Sheet and including provisions relating to the Company's cooperation in
Deutsche Bank's underwriter due diligence efforts, the entering into an
underwriting agreement reasonably satisfactory to Deutsche Bank which contains
reasonable and customary representations and warranties from the Company,
requires the delivery of customary legal opinions acceptable to Deutsche Bank
and an acceptable comfort letter from the Company's certified public
accountants, and provides for reasonable and customary indemnification of
Deutsche Bank by the Company or, in the event the indemnification provisions
are held to be unenforceable, reasonable and customary contribution provisions
and includes a step up in the interest rate on the Notes in the event that the
registration statement is not declared effective within the mandated time frame
as further described in the Term Sheet.
This letter will be governed by the law of the State of New York.
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Please confirm your acknowledgement and acceptance of the terms of this
letter by signing and returning the attached copy of this letter.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
By: /s/ Alex Vitale
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Name: Alex Vitale
Title: Managing Director
By: /s/ Eric J. Hirschfield
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Name: Eric J. Hirschfield
Title: Managing Director
AGREED TO AND ACCEPTED as of
the date first written above:
Coeur d'Alene Mines Corporation
By: /s/ Dennis E. Wheeler
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Name: Dennis E. Wheeler
Title: Chairman of the Board and CEO
By: /s/ James A. Sabala
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Name: James A. Sabala
Title: Executive Vice President and CFO