Item 1.01 Entry into a Material Definitive Agreement
On October 27, 2009, Coeur Alaska Inc. (the "Borrower"), a wholly-owned
subsidiary of Coeur d'Alene Mines Corporation (the "Company"), entered into a
$45.0 million secured term facility agreement (the "Credit Facility") with
Credit Suisse as arranger, security agent, facility agent and hedge provider,
and the lender party thereto. The Credit Facility has a five-year term. Amounts
may be borrowed under the Credit Facility to finance remaining construction at
the Company's Kensington mine located north of Juneau, Alaska. The Borrower's
obligations under the Credit Facility are secured by all of the Borrower's
assets and the land mineral rights and infrastructure at the Kensington mine, as
well as a pledge of the shares of the Borrower owned by the Company and are
guaranteed by the Company pursuant to two guarantee agreements also dated
October 27, 2009 (the "Guarantees").
Borrowings under the Credit Facility will bear interest at a rate equal to
LIBOR plus 5.0% per year.
Voluntary prepayments of the loans and voluntary reductions of the
unutilized portion of the commitments under the credit facility are permissible,
subject to certain conditions pertaining to minimum notice and minimum reduction
amounts. In addition, voluntary prepayments and reductions are subject to
payment of customary break costs. The Credit Facility requires the Borrower to
establish accounts for loan disbursements, a debt service reserve, and project
proceeds. The Borrower has pledged each of these accounts to Credit Suisse under
account pledge agreements. In addition, pursuant to the Credit Facility, the
Borrower has entered into a hedging arrangement with Credit Suisse designed to
reduce cash flow volatility in the event of fluctuations in the price of gold.
The Credit Facility contains affirmative and negative covenants that we
believe are usual and customary for secured project finance facilities,
including financial covenants that the Borrower's debt to equity ratio shall not
exceed 40% and that the ratio of project cash flow to debt service shall be at
least 125%. Project covenants include covenants as to progress reports,
performance of sales contracts, maintenance and management.
The negative covenants include limitations (each of which is subject to
customary exceptions for financings of this type) on the Borrower's ability to
grant liens, enter into mergers, pay dividends or other distributions or incur
additional debt.
The Credit Facility also contains customary events of default (subject to
grace periods and exceptions).
Under the Guarantees, the Company guarantees the Borrower's liabilities under
the Credit Facility and provides separate guarantees of up to $65.7 million in
capital expenditures related to construction and $5.0 million in cost overruns.
Copies of the Credit Facility and the Guarantees are attached hereto as
Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference. The
descriptions of the Credit Facility and the Guarantees are summaries only and
are qualified in their entirety by the terms of the Credit Facility and the
Guarantees.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed in Item 1.01 of this Form 8-K is incorporated into
this Item 2.03 in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10.1 Term Facility Agreement, dated October 27, 2009, among Coeur Alaska
Inc. as Borrower, Credit Suisse as Arranger, Security Agent, Facility
Agent and Hedge Provider and the lender party thereto
Exhibit 10.2 Guarantee and Indemnity, dated October 27, 2009, between Coeur d'Alene
Mines Corporation as Guarantor and Credit Suisse as Security Agent
Exhibit 10.3 Capital Expenditure and Cost Overrun Guarantee and Indemnity, dated
October 27, 2009, among Coeur d'Alene Mines Corporation as Guarantor,
Coeur Alaska Inc. as Borrower, and Credit Suisse as Security Agent
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