EXHIBIT 99.02
MUZINICH & CO., INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 18, 1997
Hecla Mining Company
0000 Xxxxxxx Xxxxx
Xxxxx x'Xxxxx, Xxxxx 00000
Ladies and Gentlemen:
In connection with our engagement letter dated the
date hereof (the "Agreement"):
You hereby agree to indemnify and hold harmless us
and our directors, officers, partners, agents, employees,
representatives and control persons (collectively, the
"Indemnified Persons") from and against any losses, claims,
damages, liabilities or reasonable expenses incurred by them
(including reasonable fees and disbursements of counsel) which
(i) are related to or arise out of (A) actions taken or omitted
to be taken (including any untrue statements made or any
statements omitted to be made) by you or (B) actions taken or
omitted to be taken by an Indemnified Person with your written
consent or (ii) are otherwise related to or arise out of or in
connection with, in each case, the proposed transactions giving
rise to or contemplated by the Agreement, including
modifications or future additions to the Agreement, and to
reimburse us promptly and any other Indemnified Person for all
reasonable out-of-pocket expenses (including reasonable fees
and disbursements of counsel) as incurred by us or any such
Indemnified Person in connection with investigating, preparing
or defending any such action or claim, whether or not in
connection with pending or threatened litigation in which we or
any other Indemnified Person is a party. You will not,
however, be responsible for any losses, claims, damages,
liabilities or expenses of any Indemnified Person pursuant to
clause (i)(B) or clause (ii) of the preceding sentence to the
extent same have resulted from the gross negligence, bad faith,
wilful misconduct or recklessness of us or such Indemnified
Person. You also agree that if any indemnification sought by
an Indemnified Person pursuant to the Agreement is for any
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reason held by a court to be unavailable (except as provided in
the preceding sentence), then (whether or not we are the
Indemnified Person) you and we will contribute to the losses,
claims, liabilities, damages and expenses for which such
indemnification is held unavailable in such proportion as is
appropriate to reflect the relative benefits received by you on
the one hand and by us on the other hand from the transaction
giving rise to or contemplated by the Agreement, and also the
relative fault of you, on the one hand, and of us and the
Indemnified Person, on the other, subject to the limitation
that in any event our aggregate contribution to all losses,
claims, damages, liabilities and expenses with respect to which
contributions are available hereunder will not exceed the
amount of fees actually received by us from you pursuant to the
proposed transactions giving rise to or contemplated by the
Agreement. For the purposes of determining the relative ben-
efits to you on the one hand, and us on the other hand, under
the proposed transactions giving rise to or contemplated by the
Agreement, such benefits shall be deemed to be in the same pro-
portion as (i) the total value paid or proposed to be paid by
you pursuant to the transactions, whether or not consummated,
for which we are providing services as provided in the Agree-
ment bears to (ii) the fees paid or proposed to be paid by you
or on your behalf to us in connection with the proposed trans-
actions giving rise to or contemplated by the Agreement. No
person found liable for a fraudulent misrepresentation shall be
entitled to contribution from any person who is not also found
liable for such fraudulent misrepresentation. Your indemnity,
reimbursement and contribution obligations under this agreement
shall be in addition to any rights that we or any other Indem-
nified Person may have at common law or otherwise.
If any action, suit, proceeding or investigation is
commenced, as to which an Indemnified Person proposes to demand
indemnification, it shall notify you promptly; provided,
however, that any failure by such Indemnified Person to notify
you shall not relieve you from your obligations hereunder
(except to the extent that you are materially prejudiced by
such failure to notify promptly). You shall be entitled to
assume the defense of any such action, suit, proceeding or
investigation, including the employment of counsel reasonably
satisfactory to the Indemnified Person. The Indemnified Person
shall have the right to counsel of its own choice to represent
it, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Person unless (i) you have failed
promptly to assume the defense and employ counsel reasonably
satisfactory to the Indemnified Person in accordance with the
preceding sentence or (ii) the Indemnified Person and
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you shall have been advised in writing by counsel that there
exists actual or potential material conflicting interests
between you and such Indemnified Person, including situations
in which one or more legal defenses may be available to such
Indemnified Person that are different from or additional to
those available to you; provided, however, that you shall not,
in connection with any one such action or proceeding or
separate but substantially similar actions or proceedings
arising out of the same general allegations be liable for fees
and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all Indemnified
Persons; and such counsel shall, to the extent consistent with
its professional responsibilities, cooperate with you and any
counsel designated by you.
You further agree that you will not, without our
prior written consent, which shall not be unreasonably withheld
or delayed, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action, suit or
proceeding in respect of which indemnification may be sought
hereunder if any Indemnified Person is an actual party to such
claim, action, suit or proceeding unless such settlement,
compromise or consent includes an unconditional release of us
and each other Indemnified Person from all liability and
obligations arising therefrom. You further agree that neither
we nor any of our directors, officers, partners, agents,
employees, representatives or control persons shall have any
liability to you arising out of or in connection with the
proposed transactions giving rise to or contemplated by the
Agreement except for such liability for losses, claims,
damages, liabilities, or expenses to the extent they have
resulted from our or their gross negligence, bad faith, wilful
misconduct or recklessness. This agreement may not be amended
or modified except in writing. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS, AND ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM,
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY
THE AGREEMENT IS HEREBY WAIVED. YOU HEREBY SUBMIT TO THE NON-
EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS
LOCATED IN XXX XXXX
0
XX XXX XXXX IN CONNECTION WITH ANY DISPUTE RELATED TO THE
AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.
Very truly yours,
MUZINICH & CO., INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: President
AGREED TO AND ACCEPTED
as of the date first written above:
HECLA MINING COMPANY
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: VP - CFO
