-----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, H9EkTohJrBSw8Z2Bz8lsVshQV5zr2SeTlkqbBqp3Wp51Tzb7tznk23fyKy2MoiA0 /GSLws9asL+jajLzgIKXVg== 0000897101-07-001942.txt : 20070914 0000897101-07-001942.hdr.sgml : 20070914 20070914163330 ACCESSION NUMBER: 0000897101-07-001942 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070914 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: 20070914 DATE AS OF CHANGE: 20070914 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: 071118044 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 hecla073759_8k.htm FORM 8-K DATED SEPTEMBER 14, 2007 Hecla Mining Company Form 8-K dated September 14, 2007
 
 

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 14, 2007

 


Hecla Mining Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-8491

77-0664171

(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 12, 2005, our wholly owned subsidiary Hecla Limited (f/k/a Hecla Mining Company) entered into a Credit Agreement (“Agreement”) with The Bank of Nova Scotia and NM Rothschild & Sons Limited for a $30 million revolving credit facility. On September 18, 2006, a First Amendment to Credit Agreement (“First Amendment”) extended the term of the facility for an additional one-year term ending September 12, 2008. On November 8, 2006, Hecla Limited effected an Agreement and Plan of Reorganization pursuant to which Hecla Mining Company (“we”, “us”, or “our”) became the parent of Hecla Limited. Additionally, on November 8, 2006, The Bank of Nova Scotia and NM Rothschild & Sons Limited entered into a Second Amendment to Credit Agreement (“Second Amendment”) with Hecla Limited, as Borrower, and we became the Guarantor for the loan under the terms of a Parent Guaranty. The Agreement, First Amendment and Second Amendment and Parent Guaranty are incorporated herein by reference as exhibits 10.1, 10.2, 10.3 and 10.4, respectively.

 

On September 12, 2007, Hecla Limited signed an agreement extending the $30 million revolving credit facility for a period of one year and we affirmed our guaranty. Pursuant to the terms of the Credit Agreement, as amended, Hecla Limited still has the right to extend the agreement for one additional one-year period, on terms agreeable to the lenders and Hecla Limited. The Third Amendment to Credit Agreement is attached hereto as Exhibit 10.5, and is incorporated herein by reference.

 

The Third 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 Credit Agreement, as amended, contains representations and warranties Hecla Limited made to the lenders. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that Hecla Limited has exchanged in connection with signing the Agreement and the Third Amendment. Although we do not believe that the disclosure schedules contain information that 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 Credit Agreement, as amended. 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 Credit Agreement, as amended, which subsequent information may or may not be fully reflected in public disclosures.

 

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 10.5 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 effective 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. Filed as exhibit 10.2 to registrant’s Current Report on Form 8-K filed on September 19, 2006 (File No. 1-8491), and incorporated herein by reference.

 

2





 

10.3

Second Amendment to Credit Agreement effective November 8, 2006, by and among Hecla Mining Company (to be known as Hecla Limited), 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 10.11 to registrant’s Quarterly Report on Form 10-Q filed on November 9, 2006 (File No. 1-8491), and incorporated herein by reference.

 

 

10.4

Parent Guaranty, dated November 8, 2006, by and among Hecla Holdings Inc. (to be known as Hecla Mining Company), as Guarantor, The Bank of Nova Scotia as administrative agent and NM Rothschild & Sons Limited, as the Technical Agent for the Lenders. Filed as exhibit 10.2 to registrant’s Quarterly Report on form 10-Q filed on November 9, 2006 (File No. 1-8491), and incorporated herein by reference.

 

 

10.5

Third Amendment to Credit Agreement effective September 12, 2007, by and among Hecla Limited (formerly known as 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 herewith

 

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:  Senior Vice President – General Counsel

 

Dated: September 14, 2007

 

 







3



EX-10.5 2 hecla073759_ex10-5.htm THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.5 to Hecla Mining Company Form 8-K dated September 14, 2007

Exhibit 10.5


 

THIRD AMENDMENT TO CREDIT AGREEMENT

 

THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of September 12, 2007 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by HECLA LIMITED (formerly known as 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 by the First Amendment to Credit Agreement, dated as of September 18, 2006, and the Second Amendment to Credit Agreement, dated as of November 8, 2006 (as further amended or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as further 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”); and

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

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 provision of the Existing Credit Agreement referred to below is hereby amended in accordance with this Article II.

SECTION 2.1. Amendment to Section 1.1. The definition of “Stated Maturity Date” in Section 1.1 of the Existing Credit Agreement is hereby amended by replacing the date “September 12, 2008” contained therein with “September 12, 2009”.

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.

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.

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 LIMITED (formerly known as Hecla Mining Company)

 

 

 

 

 

 

By:

/s/ Lewis E. Walde

 

 

 

Title:  Vice President

 

 

 

 

 

 

 

 

 

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/ George Pyper

 

 

 

Title:  Director

 

 

 

 

 

 

 

By:

/s/ Nicholas Wood

 

 

 

Title:  Director

 



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