THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

< 1.00

2.75%

1.75%

≥ 1.00 but < 2.00

3.00%

2.00%

≥ 2.00 but < 2.50

3.25%

2.25%

≥ 2.50

3.50%

2.50%

< 1.00

0.825%

≥ 1.00 but < 2.00

0.90%

≥ 2.00 but < 2.50

0.975%

≥ 2.50

1.05%

A)

Pledge Agreement Collateral.  All Collateral, as such term is defined (for purposes of this Clause A of this Part 2 of Schedule I) in the Pledge Agreement, which term is defined in Part 4 of this Schedule I, other than the capital stock of Industrias Hecla, S.A. de CV and the capital stock of Minera Hecla, S.A. de CV.

B)

Security Agreement Collateral.  For purposes of this Clause B of this Part 2 of Schedule I all capitalized terms not defined in the Third Amendment or this Part 2 of Schedule I are defined in that certain Security Agreement, dated as of April 16, 2008, by Hecla Mining Company, Hecla Alaska LLC, Hecla Greens Creek Mining Company (f/k/a Kennecott Greens Creek Mining Company) and Hecla Juneau Mining Company (f/k/a Kennecott Juneau Mining Company), in favor of The Bank of Nova Scotia, as the administrative agent, as such Security Agreement existed on such date.

 

(a)

all right, title and interest of each Grantor in, to and under the Greens Creek Joint Venture and the Greens Creek Joint Venture Agreement, including:

 

(i)

each Grantor’s ownership interests in the Greens Creek Joint Venture;

 

(ii)

each Grantor’s interests in all revenues, profits, income, distributions and other reimbursements and payments with respect to the Greens Creek Joint Venture;

 

(iii)

each Grantor’s interests in all assets of the Greens Creek Joint Venture, including (A) all equipment in all of its forms of the Greens Creek Joint Venture, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the “Equipment”); (B) all inventory in all of its forms of the Greens Creek Joint Venture, wherever located, including (1) raw materials, including ores, minerals and other mineral resources that are mined, extracted, stored, produced, handled, milled or otherwise processed by the Greens Creek Joint Venture, and other work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (2) all goods in which the Greens Creek Joint Venture has an interest in mass or a joint or other interest or right of any kind (including goods in which the Greens Creek Joint Venture has an interest or right as consignee), (3) all goods which are returned to or repossessed by the Greens Creek Joint Venture, and (4) all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the “Inventory”); (C) all other Goods of the Greens Creek Joint Venture; (D) all Accounts, Chattel Paper, Documents, Instruments, Promissory Notes and General Intangibles (including and together with all tax refunds and all rights under all present and future authorizations, permits and licenses), Letter of Credit Rights and Supporting Obligations of the Greens Creek Joint Venture, whether or not arising out of or in connection with the sale or lease of goods, including minerals (befo re or after extraction), or the rendering of services; (E) all Intellectual Property Collateral of the Greens Creek Joint Venture; (F) all Deposit Accounts of the Greens Creek Joint Venture; (G) all commercial tort claims of the Greens Creek Joint Venture, (H) all other property and rights of every kind and description and interests therein of the Greens Creek Joint Venture; and (I) all books, records, writings, data bases, information and other property relating to, evidencing, embodying, incorporating or referring to, any of the foregoing in this clause (a)(iii);

 

(b)

all Proceeds of the foregoing and, to the extent not otherwise included,

 

(c)

all payments under insurance (whether or not the Administrative Agent is the loss payee thereof).

 

(a)

any General Intangibles or other rights arising under any contracts, instruments, licenses or other documents as to which the grant of a security interest would (A) constitute a violation of a valid and enforceable restriction in favor of a third party on such grant, unless and until any required consents shall have been obtained, or (B) give any other party to such contract, instrument, license or other document a valid and enforcebale right to terminate its obligations thereunder; or

 

(b)

any asset, the granting of a security interest in which would be void or illegal under any applicable governmental law, rule or regulation, or pursuant thereto would result in, or permit the termination of, such asset.

1.

Deposit Account Control Agreement.

2.

Trademark Security Agreement, dated as of December 30, 2008, by Coca Mines, Inc. and MWCA, Inc. in favor of the Administrative Agent.

3.

Copyright Security Agreement, dated December 30, 2008, by Hecla Mining Company in favor of the Administrative Agent

4.

Patent Security Agreement, dated December 30, 2008, by Hecla Mining Company in favor of the Administrative Agent

5.

Amended and Restated Deed of Trust with Power of Sale, Assignment of Production, Security Agreement, Financing Statement and Fixture Filing, dated as of October 14, 2009 (the “A&R DOT”), from Hecla Greens Creek Mining Company, as Trustor, Hecla Juneau Mining Company, as Trustor, and Hecla Alaska LLC, as Trustor, to First American Title Insurance Company, as the Trustee, and The Bank of Nova Scotia Trust Company of New York, as Beneficiary, which such A&R DOT (i) was recorded October 16, 2009, at File No. 2009-007701-0, in Recording District 101, Juneau, Alaska and (ii) amends and restates that certain Deed of Trust with Power of Sale, Assignment of Production, Security Agreement, Financing Statement and Fixture Filing, dated as of May 1, 2009 (the “Original DOT”), from Hecla Greens Creek Mining Company, as Trustor, Hecla Juneau Mining Company, as Trustor, and Hecla Alaska LLC, as Trustor, to First American Title Insurance Company, as the Trustee, and The Bank of Nova Scotia Trust Company of New York, as Beneficiary, which such Original DOT was recorded May 7, 2009, at File No. 2009-003115-0, in Recording District 101, Juneau, Alaska.

6.

Special Security in Respect of Hydrocarbons or Minerals, or other property described in Section 426 of the Bank Act from Hecla Juneau Mining Company in favor of The Bank of Nova Scotia, dated on January 12, 2010.

7.

Special Security in Respect of Hydrocarbons or Minerals, or other property described in Section 426 of the Bank Act from Hecla Greens Creek Mining Company in favor of The Bank of Nova Scotia, dated on January 12, 2010.

8.

Special Security in Respect of Hydrocarbons or Minerals, or other property described in Section 426 of the Bank Act from Hecla Alaska LLC in favor of The Bank of Nova Scotia, dated on January 12, 2010.

9.

Special Security in Respect of Hydrocarbons or Minerals, or other property described in Section 426 of the Bank Act from Hecla Admiralty Company in favor of The Bank of Nova Scotia, dated on January 12, 2010.

10.

Canadian Security Agreement

1.

Third Amended and Restated Security Agreement, dated as of October 14, 2009, by and among the Hecla Alaska LLC, Hecla Greens Creek Mining Company (f/k/a Kennecott Greens Creek Mining Company), Hecla Juneau Mining Company (f/k/a Kennecott Juneau Mining Company), Hecla Admiralty Company and the Administrative Agent (the “Security Agreement”).

2.

Third Amended and Restated Pledge Agreement, dated as of October 14, 2009, by and among Hecla Mining Company, Hecla Alaska LLC, Hecla Greens Creek Mining Company (f/k/a Kennecott Greens Creek Mining Company), Hecla Juneau Mining Company (f/k/a Kennecott Juneau Mining Company), Hecla Admiralty Company, Burke Trading, Inc., Hecla Limited and the Administrative Agent (the “Pledge Agreement”).

 

1.

Each document listed on Part 4 of this Schedule I

 

2.

Parent Guaranty, dated as of October 14, 2009, by Parent in favor of the Administrative Agent.

 

3.

Amended and Restated Subsidiary Guaranty, dated as of October 14, 2009, by Hecla Limited, Hecla Admiralty Company and Burke Trading, Inc. in favor of the Administrative Agent