-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HlbFKkXIlwKrcqfoZVqKy4DIuxP/wg44gL6kjnMrs91G8UbpqcsOAQw8fUrfIiLH X3/dJAPfmZb9sddmkmsxiw== 0000897101-06-001941.txt : 20060919 0000897101-06-001941.hdr.sgml : 20060919 20060919170228 ACCESSION NUMBER: 0000897101-06-001941 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060918 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060919 DATE AS OF CHANGE: 20060919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HECLA MINING CO/DE/ CENTRAL INDEX KEY: 0000719413 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 820126240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08491 FILM NUMBER: 061098510 BUSINESS ADDRESS: STREET 1: 6500 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 BUSINESS PHONE: 2087694100 MAIL ADDRESS: STREET 1: 6500 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 8-K 1 hecla063636_8k.htm FORM 8-K DATED SEPTEMBER 18, 2006 Hecla Mining Company Form 8-K dated September 18, 2006


 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report
(Date of earliest event reported):

September 18, 2006


Hecla Mining Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

1-8491

82-0126240

(Commission File Number)

(IRS Employer Identification No.)


6500 North Mineral Drive, Suite 200
Coeur d’Alene, Idaho


83815-9408

(Address of Principal Executive Offices)

(Zip Code)

(208) 769-4100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 



 

Item 1.01    Entry into a Material Definitive Agreement

 

On September 18, 2006, Hecla Mining Company (“we”, “us” or “our”) signed an agreement extending our $30 million revolving credit facility for a period of one year. Pursuant to the terms of the Credit Agreement dated September 12, 2005, between us, The Bank of Nova Scotia and NM Rothschild & Sons Limited (the “Agreement”), we still have the right to extend the agreement for one additional one-year period, on terms agreeable to the lenders and us. The Agreement is incorporated herein by reference as exhibit 10.1 and the First Amendment to Credit Agreement (“First Amendment”) is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

 

The First Amendment has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about us. Such information can be found elsewhere in other public filings we have made with the Securities and Exchange Commission, which are available without charge at www.sec.gov.

 

The First Amendment contains representations and warranties we made to the lenders. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that we have exchanged in connection with signing the Agreement and the First Amendment. While we do not believe that they contain information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the First Amendment and Agreement. Accordingly you should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in important part by the underlying disclosure schedules. These disclosure schedules contain information that has been included in our general prior public disclosures, as well as potential additional non-public information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the First Amendment and/or the Agreement, which subsequent information may or may not be fully reflected in public disclosures.


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Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information disclosed under Item 1.01 and in Exhibit 10.2 is incorporated herein by reference.

 

Item 9.01    Financial Statements and Exhibits

 

 

(d)    Exhibits

 

 

10.1

Credit Agreement dated September 12, 2005, by and among Hecla Mining Company, as Borrower, The Bank of Nova Scotia, as the Administrative Agent for the Lenders and NM Rothschild & Sons Limited, as the Technical Agent for the Lenders. Filed as exhibit 10.1 to registrant’s Current Report on Form 8-K filed on September 14, 2005 (File No. 1-8491), and incorporated herein by reference.

 

 

10.2

First Amendment to Credit Agreement dated September 18, 2006, by and among Hecla Mining Company, as Borrower, The Bank of Nova Scotia, as the Administrative Agent for the Lenders and NM Rothschild & Sons Limited, as the Technical Agent for the Lenders.



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HECLA MINING COMPANY

 

By: 


/s/   Philip C. Wolf

 

 

 

Name:   Philip C. Wolf
Title:     Vice President – General Counsel

 

Dated:   September 19, 2006







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EX-10.2 2 hecla063636_ex10-2.htm FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.2 to Hecla Mining Company Form 8-K dated September 18, 2006

Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 18, 2006 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by HECLA MINING COMPANY, a Delaware corporation (the “ Borrower”), and the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, The Bank of Nova Scotia, as the Administrative Agent, and N M Rothschild & Sons Limited, as Technical Agent, are all parties to the Credit Agreement, dated as of September 12, 2005 (as amended or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, pursuant to Section 2.8 of the Credit Agreement, the Borrower has requested that the Lenders extend the Stated Maturity Date for a period of one year and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to provide such extension; and

WHEREAS, the Borrower has requested that the Lenders amend certain other provisions of the Existing Credit Agreement and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to modify the Existing Credit Agreement as set forth below;

NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.   Certain Definitions.   The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

Amendment” is defined in the preamble.

Amendment Effective Date” is defined in Article III.

Borrower” is defined in the preamble.

Credit Agreement” is defined in the first recital.

 




Existing Credit Agreement” is defined in the first recital.

SECTION 1.2. Other Definitions. Terms for which meanings are provided in the Existing Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Amendment Effective Date, the provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with this Article II.

SECTION 2.1.   Amendments to Section 1.1.   Section 1.1 of the Existing Credit Agreement is hereby amended as follows:

(a)          The definition of “Adjusted EBITDA” is hereby amended by inserting the clause “but in an amount not to exceed $5,400,000 for Fiscal Year 2006 or $2,600,000 for Fiscal Year 2007” at the end of clause (b)(ii) of such definition.

(b)          The definition of “Stated Maturity Date” is hereby amended by replacing the date “September 12, 2007” contained therein with “September 12, 2008”.

SECTION 2.2.   Amendment to Section 7.2.5.   Clause (m) of Section 7.2.5 of the Existing Credit Agreement is hereby amended by replacing the amount “$5,400,000” contained in clause (ii) thereof with the amount “$15,000,000”.

 

SECTION 2.3.   Amendment to Disclosure Schedule.   Item 6.8 of the Disclosure Schedule is hereby amended by supplementing the table therein with the Subsidiaries set forth on Annex I hereto.

 

ARTICLE III

CONDITIONS TO EFFECTIVENESS

This Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) when each of the conditions set forth in this Article III shall have been fulfilled to the satisfaction of the Administrative Agent.

SECTION 3.1.   Counterparts.   The Administrative Agent shall have received counterparts hereof executed on behalf of the Borrower and the Lenders.


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SECTION 3.2.   Affirmation and Consent.   The Administrative Agent shall have received, with counterparts for each Lender, a duly executed copy of an Affirmation and Consent, dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, duly executed and delivered by each of the Obligors (other than the Borrower).

SECTION 3.3.   Costs and Expenses, etc.   The Administrative Agent shall have received for the account of each Lender, all fees, costs and expenses due and payable pursuant to Sections 2.8, 3.3 and 10.3 of the Credit Agreement, if then invoiced.

SECTION 3.4.   Satisfactory Legal Form.   The Administrative Agent and its counsel shall have received all information, and such counterpart originals or such certified or other copies of such materials, as the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the effectiveness of this Amendment shall be satisfactory to the Administrative Agent and its counsel. All documents executed or submitted pursuant hereto or in connection herewith shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1.   Cross-References.   References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

SECTION 4.2.   Loan Document Pursuant to Existing Credit Agreement.   This 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 all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article X thereof.

SECTION 4.3.   Successors and Assigns.   This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 4.4.   Counterparts.   This Amendment may be executed by the parties hereto in several counterparts, each of which when executed and delivered shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 4.5.   Governing Law.   THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


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SECTION 4.6.   Full Force and Effect; Limited Amendment.   Except as expressly amended 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.

SECTION 4.7.   Representations and Warranties.   In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents and warrants to the Lenders, on the Amendment Effective Date, both before and after giving effect to this Amendment, all statements set forth in Section 5.3.1 of the Credit Agreement are true and correct as of such date, except to the extent that any such statement expressly relates to an earlier date (in which case such statement was true and correct on and as of such earlier date).



 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

 

  HECLA MINING COMPANY
 
    By:    /s/   Lewis E. Walde
    Name:   Lewis E. Walde
Title:     Chief Financial Officer
 








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  LENDERS:

THE BANK OF NOVA SCOTIA
 
    By:    /s/   Ray Clarke
    Title:     Director
 
    By:    /s/   Bob Deol
    Title:     Associate
 
 
  N M ROTHSCHILD & SONS LIMITED
 
    By:    /s/   N.A. Woods
    Title:     Director
 
    By:    /s/   George Pyper
    Title:     Assistant Director











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