Revett Minerals Inc.: Exhibit 10.15 - Filed by newsfilecorp.com





Exhibit 10.15 

Master Loan and Security Agreement 

THIS MASTER LOAN AND SECURITY AGREEMENT (as amended,
supplemented or otherwise modified from time to time, this "Agreement"), dated
as of August 24, 2014 Is between CATERPILLAR FINANCIAL
SERVICES CORPORATION (together with its successors and assigns, if any,"Secured
Party") and the debtor identified on the signature page hereto ("Debtor"). 

	1. 	
      Grant of Security Interest; Description of
    Collateral.



Debtor grants to Secured Party a security interest in the
property described in the Schedule of Indebtedness and Collateral, now or
hereafter executed by Debtor and accepted by Secured Party (individually, a
"Schedule" and collectively, the "Schedules"), along with all present and future
attachments and accessories thereto and replacements and proceeds thereof, as
well as any equipment now owned or hereafter acquired. inventory, and other
property described in and subject to any and all contracts Debtor has entered
outstanding with Secured Party which secures the performance of the Debtor
thereunder, together with all the cash and non-cash proceeds of the foregoing
and Including amounts payable under any Insurance policy. all hereinafter
referred to collectively as "Collateral." Each Schedule shall be serially
numbered. Unless and only to the extent otherwise expressly provided in a
Schedule, no Schedule shall replace any previous Schedule but shall be
supplementary to all previous Schedules. 

	2. 	
      What Obligations the Collateral
Secures.



Each item of Collateral shall secure not only the
specific amount which Debtor promises to pay In each Schedule, but also all
other present and future indebtedness or obligations of Debtor to Secured Party
of every kind and nature whatsoever whether joint or several. direct or
indirect, absolute or contingent, secured or unsecured, 'Or matured or unmatured
under this or any other present or future agreement {collectively, the foregoing
is referred to as the "Indebtedness") until such Indebtedness Is paid in full
and otherwise satisfied by Debtor. Secured Party shall retain their security
interest in the Collateralas security for Debtor's performance under any
contract notwithstanding the payment in full or other complete performance by
Debtor. 

	3. 	
      Promise to Pay; Late Charges and Other
  Fees.



Debtor promises to pay Secured Party the amounts set forth on
each Schedule at the rate and upon such terms as provided therein. Except as
otherwise provided herein, in the applicable Schedule or by applicable law, the
Debtor shall have no right to prepay the Indebtedness described in any Schedule.
Debtor's obligations under each Schedule (i) shall be non-cancelable, absolute
and unconditional under all circumstances for the entire term thereof, (ii)
shall be unaffected t>y the loss or destruction of any Collateral. and
(Iii) shall not be subject to any abatement, deferment, reduction, set-off,
counterclaim, recoupment, or defense for any reason whatsoever. Any
payment not made when due shall, at the option of Secured Party, bear late
charges thereon calculated at the rate of 1 }S% per month. Debtor shall be
responsible for and pay to Secured Party a returned check fee, not to exceed the
maximum permitted by law, which fee will be equal to the sum of (i) the actual
bank charges Incurred by Secured Party plus (II) all other actual costs and
expenses incurred by Secured Party. The returned check fee is payable upon
demand as Indebtedness secured by the Collateral under this Agreement. It is the
intention of Secured Party to comply with all applicable usury laws and
accordingly,it is agreed that notwithstanding anything to the contrary contained
herein or in any Schedule, in no event shall any provision hereof or therein
require or permit Interest in excess of the maximum amount permitted by
applicable law. If necessary to give effect to these provisions, Secured
Party will, at its option, in accordance with applicable law. either
refund any amount to Debtor in excess of that allowed by applicable law, or
credit such excess amount against the unpaid principal balance under the
applicable Schedule. Unless otherwise provided herein, all amounts received
under a Schedule will be applied, first. to accrued late charges, fees and other
costs and expenses due and owing, second, to accrued interest and, third. to
unpaidprincipal.

	4. 	
      Debtor's Warranties and
Representations.



Debtor warrants and represents: 

	(a) 	
      that Debtor shall use the Collateral for business or
      commercial purposes (other than agricultural) only and not for personal,
      family or household purposes; 

	  	
       

	(b) 	
      that except for the security interest granted hereby, the
      Collateral is free from and will be kept free from all liens, claims,
      security interests and encumbrances: 

		
       

	  	
       

	(c) 	
      that no financing statement covering the Collateral is on
      file in favor of anyone other than Secured Party, but if such other
      financing 

	  	
      statement Is on file, it will be terminated or
      subordinated; 

	  	
       

	(d) 	
      that Debtor has full authority to enter this agreement
      and in so doing it is not violating s charter or by-laws, any law or
      regulation or agreement with third parties, and it has taken all such
      action as may be necessary or appropriate to make this Agreement binding
      upon it; and 

		
       

	(e) 	
      that Debtor's exact legal name and organizational
      identification number are as set forth below at the signature lines and
      Debtor is, and will remain. validly existing and in good standing under
      the laws of the state of its formation (as specified at the signature
      fines hereof). Debtor has, and will maintain, its chief executive office
      at the location specified below at the signature lines,and Is, and will
      remain, duly qualified and licensed in every Jurisdiction wherever
      necessary to carry on its business and operations, including the
      jurisdiction(s) where the Collateral is or is to be located.
  



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	5. 	
      Debtor's Agreements.



Debtor agrees: 

	(a) 	
      that all information supplied and statements made by
      Debtor In any financial, credit or accounting statement or application for
      credit prior to. contemporaneously with or subsequent to the execution of
      this Agreement are and shall be true, correct, valid and genuine and that
      all financial statements delivered to Secured Party ere prepared in
      accordance with generally accepted accounting principles, and since the
      date of the most recent financial statement, there has been no material
      adverse change In Debtor's financial condition; 

	  	
       

	(b) 	
      to pay promptly all taxes, assessments, license fees land
      other public or private charges when levied or assessed against the
      Collateral of this Agreement, and this obligation shalt survive the
      termination of this Agreement: 

	  	
       

	(c) 	
      that if a certificate of title be required or permitted
      by law, Debtor shall obtain such certificate with respect to the
      Collateral. showing the security interest of Secured Party thereon and in
      any event do everything necessary or expedient to preserve or perfect the
      security interest of Secured Party; 

	  	
       

	(d) 	
      that Debtor shall maintain all of the Collateralin good
      operating order and repair, normal wear and tear excepted, use and
      maintain the Collateral only in compliance with manufacturer's
      recommendations and all applicable or laws, and not part with
      possession of any of the Collateral (except to Secured Party or for
      maintenance and repair),or remove any the Collateral from the continental
      United States; 

	  	
       

	(e) 	
      that Secured Party may enter upon Debtor's premises or
      wherever the Collateralmay be located at any reasonable tlme to inspect
      the Collateral and Debtor's books and records pertaining to the
      Collateral, and Debtor shall assist Secured Party in making such
      inspection; 

	  	
       

	(f} 	
      that the security interest granted by Debtor to Secured
      Party shall continue effective irrespective of any retaking or redelivery
      of any Collateral and irrespective of the payment of the amount described
      in any Schedule so long as there are any obligations of any kind,
      Including obligations under guaranties or assignments, owed by Debtor to
      Secured Party; 

	  	
       

	(g) 	
      that. regardless of the manner of affixation, the
      Collateral shall remain personal property and not become part of the real
      estate. Debtor agrees to keep the Collateral at the location set forth in
      the applicable Schedule, and will notify Secured Party promptly In writing
      of any change in the location of the Collateral. Notwithstanding anything
      to the contrary in the preceding sentence•. the Debtor may keep any
      Collateral consisting of motor vehicles or rolling stock at any location
      in the continental United States provided that Secured Party's security
      interest in such Collateral is marked on the certificate of title thereof,
      end, upon Secured Party's request, Debtor delivers to Secured Party a
      written report disclosing the location of such motor vehicles or
      rolling stock (including the address of any temporary or permanent garage
      tor each such motor vehicles or rolling stock and 

	  	
       

	(h) 	
      that Debtor is and will remain in full compliance with
      all laws and regulations applicable to it including, without limitation,
      (I) ensuring that no person Who owns a controlling Interest in or
      otherwise controls Del1tor is or shall be (Y) listed on the Specially
      Designated Nationals and Blocked Person List maintained by the Office of
      Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any
      other similar lists maintained by OFAC pursuant to any authorizing statute
      Executive Order or regulation or (Z) a person designated under Section
      1(b), (c) or (d.) of Executive Order No. 13224 (September 23, 2001), any
      related enabling legislation or any other similar Executive Orders, and
      (lij compliance with all applicable Bank Secrecy Act f'BSA") laws,
      regulations and government guidance on BSA compliance and on the
      prevention and detection of money laundering violations.





	6. 	
      Insurance and Risk of Loss.



AU risk of loss, damage to or
destruction of the Collateral shall at all times be on Debtor. Debtor shall
maintain comprehensive public liability Insurance in an amount reasonably
acceptable to the Secured Party. Debtor will also maintain at Debtor's expense
insurance against all risks of loss or physical damage to the Collateral for the
full insurable value thereof tor the life of this Agreement plus breach of
warranty insurance and such other Insurance thereon In amounts and against such
risks as Secured Party may specify, and shallpromptly deliver each policy to
Secured Party with a stand11rd long-form mortgagee endorsement attached thereto
showing loss payable to Secured Party; and providing Secured Party with not less
than 30 days written notice of cancellation; each such policy shall be in form,
terms and amount and with Insurance carriers satisfactory to Secured Party;
Secured Party's acceptance of policies in lesser amounts or risks shall not be a
waiver of Debtor's foregoing obligations. As to Secured Party's interest in such
'Policy, no act or omission of Debtor or any of its officers, agents, employees
or representatives shall affect the obligations of the insured to pay the full
amount of any loss. 

Debtor hereby assigns to Secured Party
any monies which may become payable under any such policy of Insurance and
Irrevocably constitutes and appoints Secured Party as Debtor's attorney in fact
(a) to hold each original insurance policy, {b) to make, settle and adjust
claims under each policy of insurance, (c) to make claims for any monies which
may become payable under such and other Insurance on the Collateral Including
returned or unearned premiums, and (d) to endorse Debtor's name on any check,
draft or other Instrument received In payment of claims or returned or unearned
premiums under each policy and to apply the funds to the payment of the
Indebtedness; provided, however,Secured Party is under no obligation to do any,
of the foregoing. 

Should Debtor fail to furnish such
Insurance policies to Secured Party, or to maintain such policies in full force,
or to pay any premium in whole or In part relating thereto, then Secured Party,
without waiving or releasing any default or obligation by Debtor, may (but shall
be under no obligation to) obtain and maintain insurance and pay the premium
therefor On behalf of Debtor and Include the premium ln the Indebtedness under
this Agreement. The full amount of any such premium paid by Secured Party
shall be payable by Debtor upon demand, and failure to pay same shall constitute
an event of default under this Agreement 

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	7. 	
      Events of Default; Acceleration.



The following are events of default under this Agreement and
any such default shall also be deemed a-default under all other contracts Debtor
may have with Secured Party which will allow Secured Party to take such action
under this Paragraph and under Paragraph 8 as it deems necessary: 

	{e) 	
      any of the Indebtedness is not paid promptly when due ;
      

	 	 
	(b) 	
      Debtor breaches any warranty or provision hereof,or of
      any note or of any other Instrument or agreement delivered by Debtor to
      Secured Party In connection with this or any other transaction; 

	 	 
	(C) 	
      Debtor dies, becomes insolvent or ceases to do business
      as a going concern; 

	 	 
	(d) 	
      Debtor has provided Secured Party with misleading
      information regarding itsfinancialcondition; 

	 	 
	{e) 	
      any of the Collateral is lost or destroyed and such
      Collateral is not Insured, with Secured Party's Interest properly noted in
      the applicable insurance policies,as further describedIn Paragraph 6
      hereof; 

	 	 
	(f) 	
      a complaint in bankruptcy or for arrangement or
      reorganization or for relief under any insolvency law is filed by or
      against Debtor or Debtor admits its inability to pay its debts as they
      mature: 

	 	 
	(g) 	
      property of Debtor is attached or a receiver Is appointed
      for Debtor; 

	 	 
	(h) 	
      whenever Secured Party in good faith believes the
      prospect of payment or performance is impaired or in good faith believes
      the Collateral is insecure; 

	 	 
	(i) 	
      any guarantor, surety or endorser for Debtor dies or
      defaults in any obligation or liability to Secured Party or any guaranty
      obtained In connection with this transaction is terminated or breached; or
      

	 	 
	0> 	
      there Is a dissolution, termination of existence, merger,
      consolidation or change in controlling ownership or Debtor or any
      guarantor. 



If Debtor shall be in default hereunder, the Indebtedness
shall,if Secured Party shall so elect, become immediately due and payable. After
acceleration: 

	(I) 	the unpaid principalbalance of the Indebtedness
      describedin any Schedule in which interest has been precomputed shall beat
      Interest at the rate of 18% per annum (of, if less, the maximum rate
      permitted by law) until paid infull;and 
	  	 
	(ii} 	the unpaid principal balance of the
      Indebtedness described in any Schedule in which interest has not been
      precomputed shall bear Interest at the same rate as before acceleration
      until paid in full. 



	8. 	
      Secured Party's Remedies After Default; Consent to E n t
      e r Premises.



Upon Debtor's default and at any time thereafter, Secured Party
shall have all the rights and remedies of a secured party under the Uniform
Commercial Code and any other applicable laws, including any rights accorded to
Secured Party under any outstanding contract with Debtor whether or not such
rights and remedies are specifically set forth in such contract as well as the
right to any deficiency remaining after disposition of the Collateral for which
Debtor hereby agrees to remain fully liable. Debtor agrees that Secured Party,
by itself or its agent, may without notice to any person and without judicial
process of any kind, enter into any premises or upon any land owned, leased or
otherwise under the real or apparent control of Debtor or any agent of Debtor
where the Collateral may be or where Secured Party believes the Collateral may
be, and disassemble, render unusable and/or repossess all or any Item of the
Collateral, disconnecting and separating all Collateral from many other property
and using all force necessary. Debtor expressly waives all further rights to the
Collateral after default and all claims for Injuries suffered through or loss
caused by such entering and/or repossession. Secured Party may require Debtor to
assemble the Collateral and return it to Secured Party at a place to be
designatedby Secured Party that Is reasonably convenient to both parties. 

Secured Party may sell or lease the Collateral at a time and
location of its choosing provided that the Secured Party acts in good faith and
in a commerclally reasonable manner. Secured Party will give Debtor reasonable
notice of the time and place of any public sale of the Collateral or of the lime
after which any private sale or any other Intended disposition of the
Collateralis to be made. Unless otherwise provided by law, the requirement of
reasonable notice shall be met If such notice Is mailed, postage prepaid, to the
address of Debtor shown herein at least ten days before the time of the sale or
disposition. Expenses of retaking, holding, preparing for sale, selling and the
like shall include reasonable attorneys' fees (at least 15% of the outstanding
principal balance if not prohibited by law) and other legalexpenses. Debtor
understands that Secured Party's rights are cumulative and not alternative.
Secured Party shall have the right to any proceeds of sale, lease or other
disposition of the Collateral. if any. and shall have the right to apply same in
the following order of priorities: (i) to pay all of Secured Party's costs,
charges and expenses incurred in enforcing its lights under this Agreement or in
taking, removing, holding, repairing, refurbishing, selling, leasing or
otherwise disposing of the Collateral; then, (il) to pay any and all late fees,
other such charges due hereunder, any and all Interest due hereunder and any
amounts owing pursuant to any indemnity claims;then (iii) to pay all principal
due hereunder; then (iv) to pay ell other amounts due and owing to Secured Party
under any other instruments, agreements, notes or other documents executed or
delivered in connection with this Agreement or any Schedule; then (v) any
surplus shall be refunded to Debtor. Debtor shall pay any deficiency In (1),
(II), (iii) and (iv) immediately upondemand.

Secured Party may in its sole discretion waive a default, 'or
cure, at Debtor's expense.a default. Any such waiver in a particular instance or
of a particular default shall not be a waiver of other defaults or the same kind
of default at another time. 

3





	9. 	
      Further Assurances.



     (a) Debtor shall, upon request of
Secured Party, furnish to Secured Party such further information, execute and
deliver to Secured Party such documents and instruments (Including, without
limitation, Uniform Commercial Code financing statements) and shall do such
other acts and things as SecuredParty may at any time reasonably request
relating to the perfection or protection of the security Interest created by1his
Agreement or for the purpose of carrying out the intent of this Agreement.
Without limiting the foregoing, Debtor shall cooperate and do all acts deemed
necessary or advisable by Secured Party to continue in Secured Party a perfected
first security interest in the Collateral,and shall obtain and furnish to
Secured Party any subordinations, releases, landlord waivers, lessor waivers,
mortgagee waivers, or control agreements, and similar documents as may be from
time to time requested by, and In form and substance satisfactory to Secured
Party. 

     (b) Debtor authorizes Secured
Party to file a financing statement and amendments thereto describing the
Collateral and c o n t a i n i n g any other information required by the
applicable Uniform Commercial Code. Debtor Irrevocably grants to Secured Party
the power to sign Debtor"s name and generally to act on behalf of Debtor to
execute and file applications for title, transfers of title, financing
statements, notices of lien and other documents pertaining to any or all of the
Collateral; this power is coupled with Secured Party's interest in the
Collateral. Debtor shall, if any certificate of title be required or permitted
by law for any of the Collateral, obtain and promptly deliver to Secured Party
such certificate showing the lien of this Agreement with respect to the
Collateral. Debtor ratifies its prior authorization for Secured Party to file
financing statements and amendments 'thereto describing the Collateral and
containing any other Information required by the Uniform CommercialCode if filed
prior to the date hereof. 

     (c) Debtor shall indemnify and
save on a net after-tax basis Secured Party and its affiliates and an of Secured
Party's and such affiliates' respective directors, shareholders, officers,
employees, agents, predecessors, attorneys-in-fact, lawyers, successors and
assigns (each an "lndemnllee'1, harmless from and against all claims. costs,
expenses (including legal fees),demands, suits,damages and liabilities of any
kind and nature whatsoever, including without limitation personal injury, death
and property damage claims arising in tort or otherwise, under any legaltheory
including but not limited to strict liability (including claims involving or
alleging environmental damage, criminal acts, hijacking, acts of terrorism or
similar acts, product liability or strict or absolute liability in tort, latent
and other defects (whether or not discoverable), or for patent, trademark ( or
copyright infringement collectively, "Ciaims'1. that may be Imposed on, Incurred
by or asserted against any Indemnitee whether or not such Indemnitee
shall also be indemnified as to any such Claim by any other person in any way
relating to, arising out o f o r In connection with (i) this Agreement and the
Schedules and related documents, including, without l i m i tation, the
execution. delivery, breach (including any Event of Default), enforcement,
performance or administration thereof and (ii) the Collateral, including,
without limitation, the perfection, maintenance, protection or realization upon
the Collateral or any other security for the Indebtedness. and the manufacture,
inspection, construction, purchase, acceptance, rejection, ownership,
management, pooling, interchange, chartering, titling or re-titling, delivery,
lease, sublease, possession. use, operation, maintenance, condition,
registration or re-registration, sale, removal, repossession, storage or other
disposition of the Collateralor any part thereof or any accident In Connection
therewith. Notwithstanding the foregoing, Debtor shall not be required to
indemnify an Indemnitee for any Claim caused solely and directly by the
gross negligence or willful mlsconduct of such Indemnitee. 

10. Assignment. This Agreement, any Schedule and any other
agreement, Instrument or document executed In connection therewith may be
assigned, In whole or in part. by Secured Party without notice to Debtor, and
Debtor hereby waives and agrees not to assert against any such assignee, or
assignee's assigns, any defense, set-off, recoupment, claim or
counterclaim Which Debtor has or rnay at any time have against Secured Party for
any reason whatsoever, Debtor agrees that If Debtor receives written notice of
an assignment from Secured Party, Debtor will pay all amounts payable in
connection with the Schedule that ls the subject of such assignment (including
any other agreement, instrument or document executed in connection therewith) to
such assignee or as Instructed by Secured Party. Debtor also agrees to confirm
in writing receipt of the notice of assignment as may be requested by Secured
Party or assignee. Debtor shall not sell, assign, pledge or otherwise transfer
or in any way dispose of any of its rights or obligations owing hereunder or
under any Schedule, or enter into any lease or rental of the Collateral, without
Secured Party's prior written consent. Any purported sale, assignment,pledge,
other transfer, disposal, rental or lease by Debtor made without Secured Party's
prior written consent shallbe null and void and shall be an event or default
hereunder. 

	11. 	
      Reports.



     (a) Debtor shall notify Secured
Party (i) at least thirty (30) days' prior to any change in the name of Debtor,
(ii) at least sixty (60) days' prior to any change In the state of its
incorporation, organization or registration, (iii) at least thirty (30)
days'prior to any relocation of its chief executive offices, (iv) at least
thirty (30) days• prior to any permanent or indefinite relocation of any of the
Collateral from the location(s) specified In its applicable Schedule, (v)
Immediately upon any of the Collateral being lost. stolen, missing, destroyed,
materially damaged or worn out, or (vi) immediately upon Debtor becoming aware
of any lien, claim or encumbrance attaching to or being made against any
of the Collateral 

4





	11. 	
      Reports (continued)



     (b) Debtor will deliver to
Secured Party Debtors complete financial statements, certified by a recognized
firm of certified public accountants, within ninety (90) days of the close of
each fiscal year of Debtor. If Secured Party requests, Debtor Will deliver to
Secured Party copies of Debtors quarterly financial reports certified by
Debtor's chief financial officer, within ninety (90) days after the close of
each of Debtor's fiscal quarters. Debtor will deliver to Secured Party copies of
all Forms 10-K and 10-Q,if any, within 30 days after the dates on which they are
filed with the Securities and Exchange Commission. 

12. Notices. All notices to be given In connection with this
Agreement shall be In writing, shall be addressed to the parties at their
respective addresses set forth in this Agreement (unless and until a different
address may be specified in a written notice to the other party), and may be
delivered or furnished by electronic communication (Including e mail and
Internet or Intranet websltes) to an address designated by the recipient for
receipt of such notices and shall ,be deemed given (I) on the date of receipt if
delivered in hand, by electronic communication or by facsimile transmission, (IQ
on the next business day after being sent by express mall, and (Iii} on the
fourth business day after being sent by regular, registered or certified mail.
As used herein, the term "business day'' shall mean and Include any day
other than Saturdays, Sundays, or other days on which commercial banks In
Florida are required or authorized to be closed. 

	13. 	
      Miscellaneous,



This Agreement shall continue in fullforce and effect untilall
of the Indebtedness has been indefeasibly paid in full to Secured Party or its
assignee. The surrender, upon payment or otherwise, of any Schedule or any of
the other agreements, instruments or documents evidencing any of the
Indebtedness shall not affect the right of Secured Party to retain the
Collateral for such other Indebtedness as may then exist or as it may be
reasonably contemplated will exist ln the future. This Agreement shall
automatically be reinstated if Secured Party is ever required to return or
restore the payment of all or any portion of the Indebtedness (all as though
such payment had never been made). 

No modification or change In this Agreement. The
Schedules or any related Instrument, agreement, note or other document shall
bind Secured Party unless in writing signed by Secured Party. No oral agreement
shallbe binding. 

Debtor waives all exemptions, Secured Party may correct patent
errors herein and fill in such blanks as serial numbers, date or first payment,
and the like. Any provisions hereof contrary to, prohibited by or invalid under
applicable laws or regulations shall be inapplicable and deemed omitted here
from,but shall not invalidate the remaining provisions hereof. 

This Agreement. each Schedule and each transaction arising
therefrom shall be governed by and construed in accordance with the laws of the
State of Tennessee. Any proceedings concerning this Agreement shall be brought
In any court, state or federal ,sitting in Davidson County, Tennessee. Debtor
and Secured Party each hereby waive any right to a trial by jury In any action
or proceeding with respect to, in connection with, or arising out of this
Agreement, or any note or document delivered pursuant to this Agreement. 

Debtor acknowledges receipt of a true copy and waives
acceptance hereof. 

If Debtor is a corporation, this Agreement is executed pursuant
to authority of its Board of Directors. Except where the context
otherwise required,"Debtor' and "Secured Party" include the heirs, executors or
administrators. successors or assigns of those parties: nothing herein shall
authorize Debtor to assign this Agreement or Its rights In and to the
Collateral. If more than one Debtor executes this Agreement, their obligations
under this Agreement s hall be joint and several. 

This Agreement is not an agreement or commitment by Secured
Party to Debtor to enter into any Schedules, or if Secured Party does enter into
one or more Schedules, to enter into any additional Schedules. This Agreement
and each Schedule shall become effective only upon Secured Party's execution
thereof. 

This Agreement and any amendments, waivers, consents or
11upplements hereto in connection herewith may be executed In any number
or counterparts and by different parties h9reto In separate counterparts, all of
which taken together shall constitute one and the same instrument.; signature
pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are physically attached to th9
same document. Delivery of an executed signature page of this Agreement or any
delivery contemplated hereby by facsimile or electronic transmission shallbe as
effective as delivery of a manually executed counterpart thereof. 

THIS WRITTEN AGREEMENT REPRESENTS THE FINAl. AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. 

5






	14. 	
      Special Provision.



	Debtor: 	Secured Party: 
	  	 
	Troy Mine Inc. 	 
	  	CATERPILLAR FINANCIAL SERVICES CORPORATION
  
	By: 	 
	Title: 	By: ________________________
	Highway 56 South Mine Road 	 
	  	Tttle: _______________________
	Troy, MT 59935 	 
	  	2120 WestEnd Ave. 
	  	 
	  	Nashville, TN 37203 


6





 

Caterpillar Financial Services Corporation 
2120 West End
Ave. 
Nashville, TN 37203 Gentlemen: 

You are irrevocably instructed to disburse the proceeds of your
loan to us, evidenced by our Security Agreement of even date.as follows:

	PAYEES NAMES AND ADDRESSES 	 	AMOUNT 	 
	 	 	 	 
	Troy Mine, Inc. 	$	4,643,259.28 	 
	 	 	 	 
	Caterpillar Financial
      Services Corporation (Payoff of K# 001 0620025--000) 	$	264,800.16 	 
	 	 	 	 
	Caterpillar Financial
      Services Corporation (Payoff of K# 001 0618325-000) 	$	91,940,56 	 



	  	 	TOTAL PROCEEDS 	$5,000,000.00 
	Very Truly Yours, 	 	  	  
	  	 	  	  
	 	 	 	 
	Troy Mine luc. 	 	  	  
	 	 	 	 
	By:Ken Eickerman 	Title: CFO 		  
		 	  	  


7






Debtor promises to pay Secured Party the total sum
$5.413.776.60 which represents principal and interest precomputed over
the term hereof, payable ___ Payment shall be made at the address of Secured
Party shown on the Master Security Agreement or such other place as Secured
Party may designate from time to time, 

See Special Provisions instructions below: 

A prepayment premium will be assessed if this loan is paid in
full or in part prior to maturity as stated below: 


	 	First Contract Year- 	2% prepayment fee 
	 	Second Contract Year- 	1% prepayment fee 
	 	Last Six Months- 	Oo/o prepayment fee 



Secured Party: 
 

8




Schedule No.__________
Schedule of Indebtedness and
Collateral 

To Master Security Agreement dated August 20,
2014,between the undersigned Secured Party and Debtor. 

This Schedule of Indebtedness and Collateral incorporates the
terms and conditions of the above--referenced Master Security Agreement. 

This is Originally Executed Copy No. 1of 1 originally executed
copies. Only transfer of possession by Secured Party Originally Executed Copy
No. 1 shall be effective for purposes of perfecting an interest in this Schedule
by possession. 

The equipment listed on this Schedule will be located at: 

	Highway 56 South
      Mine Road, Troy, MT 59935 
	Address 


Debtor grants to Secured Party a security Interest in the
property described below, along with all present and future attachments and
accessories thereto and replacements and proceeds thereof, including amounts
payable under any insurance policy, all hereinafter referred to collectively as
"Collateral." 

Collateral Description 

(See Schedule A) 

9




Schedule A 

To Schedule No. to Master Security Agreement, dated August 20,
2014 between Caterpillar Financial Services Corporation, as Secured Party, and,
TROY MINE INC., as Debtor. 

One (1)2007 Tamrock Ranger BOO Bench
Drill,SN:107T1358·1 
One (1) 2006 Tamrock Sandvik Axara 7-240C Jumbo
Drill,SN: 10609683·1 
One (1) 2005 Atlas Copco Rocket Boomer 282 Jumbo, SN:
AV005A159 
One (1) 1980 Tamrock Maxlmatic Roofbolter,SN: J-31 
One (1)
2006 Tamrock Robolt 7 Roofbolter,SN: 107811256·1
One (1) 2010 Cat 928Hz
WheelLoader, SN: CXK00806 
One (1) 2008 Cat 9380
IIWheelLoader,SN:RTB02402
One (1) 2005 Cat 980011 WheelLoader, SN: AWH02209

One (1) 2003 Cat 9800 Loader,SN: AXG00629 
One (1)2009 Cat980 H
loader,SN: JMS05163
One (1) 2011Cat 980 K Loader, SN: W7K00661
One (1)2004
Atlas Copco MT5010 Haul Truck, SN: AV005X018 
One (1}2012 Cat AD55B
HaulTruck, SN: JNW00255
One (1} 1986 Wagner MT-436·30 Water Truck, SN:
DB030P269 
One (1)2007 Cat Elphonstone Haul Truck AD55,SN: DNW00589 
One
(1)2009 Cat Haul Truck AD55B, SN: JNW00116 
One (1) 1975 Cat 07G Tractor,SN:
92V00144 
One (1)2011 Case TR270 Skid Steer (Tracked),SN: NBM438736 
One
(1)1995 Cat 143H VHP Motor Grader,SN: 1AL0051 
One (1)1998 Silver Wheels
Mod.25441HC Spray Truck, VIN:1HTGBADR2WH52790 
One (1)2008 Oldenburg Service
Truck CXM200,SN: 201667 
One (1)2008 Oldenburg CXM300 UG Truck,SN: 08·T1

One (1)Getman BOODJC Powder Truck, SN: J·30 
One (1)Getman B·500
Shotcrete Truck, SN:5071
One (1) 1985 Ford F700 Lube Truck,VIN:
1FDXK74NIFVA32163 
One (1}2004 Cat TH460B Telehandler, SN: SLF01014 
One
(1) 2005 Terex TH844C Telehandler,SN: THOBOSB-6857 
One (1)1998 Frelghtllner
FL70 2000 Gallon Water Truck, VIN: 1FUWHJAASWH970896 
One (1) 2008 Sandvik
DE130 Core Drill, SN: 783 
One (1)2011 Sandvik DE140 Core Drill, SN: 1609

One (1)2011Ford F350XLT,VIN: 1FT8W3BT6BEC16239 
One (1)2012 Ford
F250XLT,VIN: 1FT7W2BT4CE12255
One (1)201Z Ford F350XL, VIN: 1FT8W3BT1CEA21909

One (1}2012 Ford F350XL, VIN: 1FT8W3BT3CEA40235 
One (1)1980 Getman A-84
Lube Truck,SN: 4938
One (1)1984 Getman BSOO Electrician Truck,SN: 4996

One (1) 1981Getman A64 Flatbed Boom Truck, SN: 5078
One (1) 1980 Symons
7' Shorthead Cone Crusher,SN: 7905 
One (1) 1980 Symons 7' Shorthead Cone
Crusher, SN: 7904 
One (1) 1980 Symons 7' Shorthead Cone Crusher, SN: 7903

One (1)1980 KVS 151/2' x 18 1/2' Ball Mill,SN: 1234-P-80 
One (1)1980 KVS
151/2' x 18 1/2' Ball Mill, SN:1235-P-80 
One (1) 1980 KVS 10' x 12' Regrind
Ball Mill, SN: 1219-P-80 
One (1) 2014 Fastway BPL4 Portable Batch Plant,SN:
8·1013537-4 
 

10