SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1(G) 2 ex10-1g.htm EXHIBIT 10.1(G) ex10-1g.htm

Exhibit 10.1(g)

Execution Version

SIXTH AMENDMENT TO SECOND

AMENDED AND RESTATED CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”), dated as of May 4, 2012, is by and among (i) 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 obligors identified as “Other Obligors” 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 SETH:

WHEREAS, pursuant to the Second Amended and Restated Credit Agreement, dated as of October 14, 2009 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Sixth 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 Obligors 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;

WHEREAS, the Borrowers have requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement as more specifically set forth herein, in each case upon the terms and conditions contained in this Sixth Amendment.

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 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Sixth Amendment, including its preamble and recitals, have the following meanings:

“Administrative Agent” is defined in the recitals. “Borrowers” is defined in the preamble.

“Credit Agreement” is defined in the recitals.

“Existing Credit Agreement” is defined in the recitals.

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“Lenders” is defined in the preamble.

“Sixth Amendment” is defined in the preamble.

“Sixth Amendment Effective Date” is defined in Subpart 4.1.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Sixth Amendment, including its preamble and recitals, have the meanings provided in the Credit Agreement.

PART II

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Sixth Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect.

SUBPART 2.1 Amendments.

(a)Amendments to Section 7.2.1. Section 7.2.1 of the Existing Credit Agreement is hereby amended as follows:

(x) by inserting the following immediately after the word “thereto” in clause (a) of Section 7.2.1:

(which such reasonably incidental activities shall include the making of Restricted Payments explicitly authorized by Section 7.2.6(i))

(b)Amendments to Section 7.2.5. Section 7.2.5 of the Existing Credit Agreement is hereby amended as follows:

(x)

by deleting the word “and” at the end of Section 7.2.5(l), adding at the end of Section 7.2.5(m) “ and”, and

(y)

by inserting the following after Section 7.2.5(m): (n)Investments permitted by clause (i) of Section 7.2.6;

(c)Amendments to Section 7.2.6. Section 7.2.6 of the Existing Credit Agreement is hereby amended as follows:

(x) by deleting the word “and” at the end of Section 7.2.6(g), replacing the “.” at the end of Section 7.2.6(h) with “; and”; and

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(y) by inserting the following after Section 7.2.6(h):

“(i)the redemption, purchase or other acquisition on or before June 30, 2014, of not more than twenty million (20,000,000) shares of Capital Securities of the Parent; provided, in no case shall the aggregate cash expenditure for such redemption, purchase or other acquisition of Capital Securities of the Parent exceed one hundred and fifty million dollars ($150,000,000).”

PART III

AFFIRMATION AND CONSENT

SUBPART 3.1 Affirmation and Consent. Each of the Obligors confirms that it has received a copy of this Sixth 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 Sixth Amendment.

SUBPART 3.2 Representations and Warranties. Each of the Obligors confirms that the representations and warranties contained in Subpart 5.4 are and shall be true and correct in all material respects on and as of the Sixth Amendment Effective Date.

PART IV

CONDITIONS TO EFFECTIVENESS

SUBPART 4.1 Amendment Effective Date. This Sixth Amendment shall be and become effective as of the date (the “Sixth Amendment Effective Date”) when the last of all of the conditions set forth in this Part IV shall have been satisfied.

SUBPART 4.2 Execution of Counterparts of Sixth Amendment. The Administrative Agent shall have received counterparts satisfactory to the Administrative Agent of this Sixth Amendment, which collectively shall have been duly executed on behalf of each Borrower, each of the other Obligors and each Lender.

PART V

MISCELLANEOUS

SUBPART 5.1 Cross-References. References in this Sixth Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Sixth Amendment.

SUBPART 5.2 Instrument Pursuant to Existing Credit Agreement. This Sixth 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.

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SUBPART 5.3 References in Other Loan Documents. At such time as this Sixth 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 Sixth Amendment.

SUBPART 5.4 Representations and Warranties of the Obligors. Each Obligor hereby represents and warrants that (a) it has the requisite power and authority to execute, deliver and perform this Sixth Amendment, (b) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this Sixth Amendment, (c) the representations and warranties contained in Article VI of the Credit Agreement and applicable to such Obligor are true and correct in all material 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) after giving effect to the amendments contained herein 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 5.5 Counterparts. This Sixth 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 Sixth 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 5.6 Full 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 Obligor which would require the consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents.

SUBPART 5.7 Governing Law. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SUBPART 5.8 Successors and Assigns. This Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

* * * * *

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Each of the parties hereto has caused a counterpart of this Sixth 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:
		Title:


	HECLA GREENS CREEK MINING COMPANY, a Delaware corporation


	By:
		Name:
		Title:


	HECLA JUNEAU MINING COMPANY, a Delaware corporation


	By:
		Name:
		Title:

OTHER OBLIGORS:	HECLA MINING COMPANY, a Delaware corporation


	By:
		Name:
		Title:


	BURKE TRADING INC., a Delaware corporation


	By:
		Name:
		Title:

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	HECLA ADMIRALTY COMPANY, a Delaware corporation


	By:
		Name:
		Title:


	HECLA LIMITED, a Delaware corporation


	By:
		Name:
		Title:


	SILVER HUNTER MINING COMPANY, a Delaware corporation


	By:
		Name:
		Title:


	RHL HOLDINGS, INC., a Delaware corporation


	By:
		Name:
		Title:

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	THE BANK OF NOVA SCOTIA, as a Lender


	By:
		Name:
		Title:


	By:
		Name:
		Title:

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	ING CAPITAL LLC, as a Lender


	By:
		Name:
		Title:

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