exv10w1xay



 











Exhibit 10.1(a)




PRODUCTION PAYMENT AGREEMENT




Dated October 13, 2004




between




GENESIS INC.




and




ROYAL GOLD, INC.




THE TROY MINE

Lincoln County, Montana




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Production Payment Agreement

Table of Contents




	 	 	 	 	 	 	 
	CAPTION
	 	 	 	PAGE

	RECITALS

	 	 	 	 	1	 
	ARTICLE I

	 	ROYAL GOLD PAYMENT TO GENESIS; GENESIS
USE OF PROCEEDS
	 	 	1	 
	Section 1.1

	 	Royal Gold Payment
	 	 	1	 
	Section 1.2

	 	Genesis Use of Proceeds
	 	 	1	 
	ARTICLE II

	 	PRODUCTION PAYMENT BY GENESIS TO ROYAL GOLD
	 	 	2	 
	Section 2.1

	 	Grant of Production Payment
	 	 	2	 
	Section 2.2

	 	Deed of Production Payment
	 	 	2	 
	ARTICLE III

	 	CONDITIONS PRECEDENT TO CLOSING
	 	 	2	 
	Section 3.1

	 	Conditions to Obligations of Royal Gold and Genesis at Closing
	 	 	2	 
	Section 3.2

	 	Additional Conditions to Obligations of Royal Gold at Closing
	 	 	2	 
	Section 3.3

	 	Additional Conditions to Obligations of Genesis at Closing
	 	 	4	 
	ARTICLE IV

	 	CLOSING
	 	 	4	 
	Section 4.1

	 	Closing Date
	 	 	4	 
	Section 4.2

	 	Deliveries by Genesis and Revett at Closing
	 	 	4	 
	Section 4.3

	 	Deliveries by Royal Gold at Closing
	 	 	4	 
	ARTICLE V

	 	REPRESENTATIONS AND WARRANTIES OF GENESIS
	 	 	5	 
	Section 5.1

	 	Due Organization, Good Standing and Authority
	 	 	5	 
	Section 5.2

	 	Due Authorization; Non-Contravention
	 	 	5	 
	Section 5.3

	 	Validity
	 	 	5	 
	Section 5.4

	 	Litigation
	 	 	5	 
	Section 5.5

	 	Title to Properties
	 	 	5	 
	Section 5.6

	 	Compliance with Laws
	 	 	5	 
	Section 5.7

	 	Permits
	 	 	6	 
	ARTICLE VI

	 	ROYAL GOLD’S REPRESENTATIONS AND WARRANTIES
	 	 	6	 
	Section 6.1

	 	Due Organization, Good Standing and Authority
	 	 	6	 
	Section 6.2

	 	Due Authorization; Non-contravention
	 	 	6	 
	Section 6.3

	 	Validity
	 	 	6	 
	ARTICLE VII

	 	INTERIM PERIOD
	 	 	7	 
	Section 7.1

	 	Access
	 	 	6	 







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Production Payment Agreement

Table of Contents




	 	 	 	 	 	 	 
	CAPTION
	 	 	 	PAGE

	Section 7.2

	 	Ordinary Course
	 	 	6	 
	Section 7.3

	 	Work Diligently Towards Closing
	 	 	7	 
	Section 7.4

	 	Prompt Notification of Breach
	 	 	7	 
	ARTICLE VIII

	 	POST-CLOSING COVENANTS
	 	 	7	 
	Section 8.1

	 	Maintenance of Existence
	 	 	7	 
	Section 8.2

	 	Compliance with Laws
	 	 	7	 
	Section 8.3

	 	Use of Royal Gold Payment Proceeds
	 	 	7	 
	Section 8.4

	 	Taxes
	 	 	7	 
	Section 8.5

	 	Protection from Liens and Encumbrances and Defense
of Title to Properties
	 	 	7	 
	Section 8.6

	 	Mine-Based Environmental Professional
	 	 	7	 
	Section 8.7

	 	Rail Siding
	 	 	8	 
	Section 8.8

	 	Final Marketing Agreement
	 	 	8	 
	Section 8.9

	 	Inspection and Maintenance of Tailings Pipeline
	 	 	8	 
	Section 8.10

	 	Royal Gold Right to Notice and Option to Cure in Event of
Genesis Default under Kennecott Note or Mortgage
	 	 	8	 
	ARTICLE IX

	 	TERMINATION
	 	 	9	 
	Section 9.1

	 	Right to Terminate
	 	 	9	 
	Section 9.2

	 	Effect of Termination
	 	 	9	 
	Section 9.3

	 	Due Diligence Information to be Provided to Genesis
	 	 	9	 
	ARTICLE X

	 	GENERAL PROVISIONS
	 	 	10	 
	Section 10.1

	 	Confidentiality
	 	 	10	 
	Section 10.2

	 	Expenses
	 	 	10	 
	Section 10.3

	 	Amendments
	 	 	10	 
	Section 10.4

	 	Successors and Assigns
	 	 	10	 
	Section 10.5

	 	Entire Agreement
	 	 	10	 
	Section 10.6

	 	No Waiver
	 	 	10	 
	Section 10.7

	 	Notices
	 	 	11	 
	Section 10.8

	 	Governing Law
	 	 	11	 
	Section 10.9

	 	Exhibits
	 	 	11	 







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Production Payment Agreement

Table of Contents




	 	 	 	 	 	 	 
	CAPTION
	 	 	 	PAGE

	Section 10.10

	 	Headings
	 	 	11	 
	Section 10.11

	 	Counterparts
	 	 	12	 
	Section 10.12

	 	Authority
	 	 	12	 







	 	 	 
	EXHIBITS
	 	 
	Exhibit A

	 	Part I — Description of Properties
	 
	 	 
	

	 	Part II — Liens and Encumbrances
	 
	 	 
	Exhibit B

	 	Feasibility Study Budget
	 
	 	 
	Exhibit C

	 	Deed of Production Payment
	 
	 	 
	Exhibit D

	 	Form of Opinion of Counsel for Genesis and Revett
	 
	 	 
	Exhibit E

	 	Description of Litigation







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PRODUCTION PAYMENT AGREEMENT




THIS PRODUCTION PAYMENT AGREEMENT (“Agreement”) is made and entered into
effective as of the 13th day of October, 2004, by and between ROYAL GOLD, INC.,
a Delaware corporation (“Royal Gold”), and GENESIS INC., a Montana corporation
(“Genesis”).




RECITALS





	 	A.	 	Genesis owns certain assets in northwestern Montana for the mining,
milling and sale of copper and silver concentrates and the exploration
for copper and silver, known collectively as the “Troy Mine”.
	 
	 	B.	 	The Troy Mine assets include patented and unpatented mining claims
and fee properties, more particularly described in Part 1 of Exhibit A
hereto (collectively, the “Properties”).
	 
	 	C.	 	Genesis requires certain funds to enable it to re-start production
of minerals at the Troy Mine.
	 
	 	D.	 	Royal Gold is willing to provide such funds in consideration for
receipt of a production payment from the Properties, in accordance with
and subject to the terms and conditions of this Agreement.





NOW, THEREFORE, in consideration of the mutual covenants contained herein and
the mutual benefits to be enjoyed by the parties hereto, Royal Gold and Genesis
hereby agree as follows:




ARTICLE I

ROYAL GOLD PAYMENT TO GENESIS; GENESIS USE OF PROCEEDS





	1.1	 	Royal Gold Payment. Subject to the conditions precedent set forth in
Sections 3.1, 3.2 and 3.3 , and Genesis’ covenants in Article VIII, Royal
Gold hereby agrees to pay Genesis the total sum of Seven Million Two
Hundred Fifty Thousand United States Dollars (US$7,250,000) (the “Royal
Gold Payment”), payable at Closing (defined in Section 4.1).
	 
	1.2	 	Genesis Use of Proceeds. The Royal Gold Payment proceeds received by
Genesis shall not be used by it for any purposes other than those
contemplated by the Feasibility Study Budget attached hereto as Exhibit B,
unless Royal Gold authorizes otherwise in writing, which authorization
shall not be withheld unreasonably.




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ARTICLE II

PRODUCTION PAYMENT BY GENESIS TO ROYAL GOLD





	2.1	 	Grant of Production Payment. Genesis hereby agrees to convey to Royal
Gold a limited term royalty interest (the “Production Payment”) in silver,
copper and all other minerals and products produced and sold from the
Properties, as provided in this Agreement.
	 
	2.2	 	Deed of Production Payment. Genesis shall convey the Production Payment
to Royal Gold by means of a Deed of Production Payment in the form of
Exhibit C hereto, to be delivered at Closing.





ARTICLE III

CONDITIONS PRECEDENT TO CLOSING





	3.1	 	Conditions to Obligations of Royal Gold and Genesis at Closing. The
respective obligations of Royal Gold and Genesis to effect the Closing are
subject to fulfillment of the following conditions:






(a) No order, statute, rule, regulation, executive order, stay, decree,
judgment, or injunction shall have been enacted, entered, issued,
promulgated or enforced by any court or governmental authority which
prohibits or restricts the effectuation of the Closing; and




(b) No governmental action or proceeding shall have been commenced or
threatened seeking any injunction, restraining or other order which seeks to
prohibit, restrain, invalidate or set aside the effectuation of the Closing.




	3.2	 	Additional Conditions to Obligations of Royal Gold at Closing. The
obligations of Royal Gold to make the Royal Gold Payment and to perform
its other obligations at Closing are subject to the condition precedent
that Royal Gold shall have received, on or before the Closing Date
(defined in Section 4.1) the following, each in form and substance
satisfactory to Royal Gold:






(a) Title Opinion. A written title opinion by Montana counsel, which
concludes that [subject only to the rights and interests of ASARCO
Incorporated (“Asarco”) pursuant to the Asset Purchase and Sale Agreement
between it, as Seller, and Sterling Mining Company (“Sterling”, now Revett
Silver Company, “Revett”), as Buyer, dated effective as of September 9,
1999, as amended (the “Asarco Agreement”), and of Kennecott Montana Company
(“Kennecott”) pursuant to the Asset Purchase and Sale Agreement between it,
as Seller, and Genesis and Sterling, collectively, as Buyer, dated
effective February 21, 2001 (the “Kennecott Agreement”)]:




	 	(i)	 	with respect to Properties that are patented mining
claims or fee properties, Genesis owns those Properties free and
clear of all liens




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	 	 	 	and encumbrances, except those specifically identified in Part 2
of Exhibit A hereto; and
	 
	 	(ii)	 	with respect to Properties that are unpatented mining
claims, except as specifically identified in Part 2 of Exhibit A
hereto and subject to the paramount title of the United States:
(A) location notices and certificates were properly filed and
recorded in the appropriate local, state and federal records;
(B) assessment work affidavits, notices of intention to hold and
other filings necessary to maintain the claims through September
1, 2005 were properly filed and recorded; (C) all maintenance
fees necessary to maintain the claims through September 1, 2005
have been properly paid; (D) the claims are free and clear of
all liens and encumbrances, except those specifically identified
in Part 2 of Exhibit A hereto; and (E) the records examined
disclosed no conflicting claims.






(b) Permits, Bonds and Approvals. Genesis shall have received all permits
(including but not limited to the Operating Permit from the Montana
Department of Environmental Quality and all necessary explosives permits),
bonds and approvals (including but not limited to approval of Genesis’ Plan
of Operations by the United States Forest Service) necessary for Genesis to
conduct the operations contemplated by the “Independent Technical Report on
the Troy Cu-Ag Project, Montana”, dated August 16, 2004, prepared by SRK
Consulting (CANADA) INC. (the “Feasibility Study”). Notwithstanding the
foregoing sentence, Royal Gold agrees and understands that, in lieu of
Genesis receiving said Operating Permit, bonds, approval of Plan of
Operations and other permits, Genesis and Revett have entered into contracts
with Asarco whereby Asarco shall remain the party to the Operating Permit,
bonds, Plan of Operations and, possibly, other permits; and Genesis and
Revett shall make contract and subcontract arrangements, respectively, with
Asarco for the conduct of operations on the Properties. Royal Gold agrees
that such arrangements are an acceptable alternative to Genesis being the
permitee or party to the bonds, on the condition that, prior to Closing, the
State of Montana approves in writing of that procedure.




(c) Genesis’ Representations and Warranties. Genesis’ representations and
warranties in Article V of this Agreement shall be true and correct as of
the date hereof, and shall be deemed to have been made again at and as of
the Closing and shall then be true and correct in all material respects,
except for breaches that have been cured before Closing.




(d) Deliveries at Closing. Genesis and Revett shall have executed and
delivered to Royal Gold at Closing all documents described in Section 4.2.




(e) No Material Adverse Change. No material adverse change to the physical
condition or permitting status of the Troy Mine shall have occurred prior to
Closing.



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(f) Tailings Pipeline. Written documentation and data that demonstrate that
the tailings pipeline at the Troy Mine is in satisfactory condition, as well
as a written inspection and maintenance protocol for that pipeline.




	3.3	 	Additional Conditions to Obligations of Genesis at Closing. The
obligations of Genesis to effect the Closing are contingent upon the
fulfillment of the following additional conditions:






(a) Royal Gold’s Representations and Warranties. Royal Gold’s
representations and warranties in Article VI shall be true and correct as of
the date hereof, and shall be deemed to have been made again at and as of
the Closing and shall then be true and correct in all material respects,
except for breaches that have been cured prior to Closing.




(b) Deliveries at Closing. Royal Gold shall have delivered to Genesis at
Closing the items described in Section 4.3.



ARTICLE IV

CLOSING





	4.1	 	Closing Date. The deliveries described in Sections 4.2 and 4.3
(“Closing”) shall occur at Royal Gold’s Denver, Colorado offices as soon
as possible after each condition precedent set forth in Sections 3.1, 3.2
and 3.3 has been met or, in the alternative, waived by the party to whose
Closing obligation the condition precedent applies, but in no event later
than October 15, 2004 (“Closing Date”), or at such other location or
locations and date as the parties hereto may mutually agree.
	 
	4.2	 	Deliveries by Genesis and Revett at Closing. At Closing:






(a) Genesis shall deliver to Royal Gold a duly executed and notarized
Deed of Production Payment in the form attached as Exhibit C hereto;




(b) Genesis and Revett shall deliver to Royal Gold a duly signed
Opinion of Counsel in the form of Exhibit D hereto; and




(c) Genesis shall deliver to Royal Gold signed certificates of duly
authorized officers of Genesis and Revett confirming that, as at the
Closing Date, all of the warranties of Genesis contained in this
Agreement are true, complete and correct, as if made on such date, and
that Genesis has performed or complied with all of the terms, covenants
and conditions of this Agreement to be performed or complied with by
Genesis at or prior to Closing.




	4.3	 	Deliveries by Royal Gold at Closing. At Closing:






(a) Royal Gold shall remit to Genesis the Royal Gold Payment by wire
transfer to an account designated in writing by Genesis; and



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(b) Royal Gold shall deliver to Genesis a signed certificate of a duly
authorized officer of the company confirming that, as at the Closing Date,
all of the warranties of Royal Gold contained in this Agreement are true,
complete and correct, as if made on such date, and that Royal Gold has
performed or complied with all of the terms, covenants and conditions of
this Agreement to be performed or complied with by Royal Gold at or prior to
Closing.



ARTICLE V

REPRESENTATIONS AND WARRANTIES OF GENESIS




Genesis hereby represents and warrants to Royal Gold as follows:





	5.1	 	Due Organization, Good Standing and Authority. Genesis is duly organized,
validly existing and in good standing under the laws of the State
of Montana. Genesis has the full power, authority and legal right to: (a)
own its assets and properties (including but not limited to the
Properties) and to conduct its business as now being conducted, and (b)
incur its obligations under this Agreement and each other document and
instrument to be executed by it pursuant to this Agreement and to perform
the terms hereof and thereof applicable to it.
	 
	5.2	 	Due Authorization; Non-contravention. The execution by Genesis of this
Agreement and the Deed of Production Payment and the performance of all
transactions contemplated hereby and thereby, have been duly authorized by
all necessary action, corporate and otherwise, and do not and will not
conflict with or result in a breach of the terms, conditions or provisions
of, or constitute a default under, or result in a violation of, any
authorization, consent, approval, exemption or other action by any court
or administrative or governmental body.
	 
	5.3	 	Validity. This Agreement is, and the Deed of Production Payment when
executed and delivered hereunder, will be, legal, valid and binding
obligations of Genesis enforceable against Genesis in accordance with
their respective terms.
	 
	5.4	 	Litigation. Except as set forth in Exhibit E hereto, there is no action,
suit or proceeding at law or in equity, by or before any governmental or
regulatory authority, court or other tribunal now pending (or, to the best
knowledge of Genesis, threatened) against or affecting Genesis or Revett
or any of the Properties.
	 
	5.5	 	Title to Properties. Title to the Properties is as set forth in
Subsections 3.2(a)(i) and (ii), and Genesis is in exclusive possession of
the Properties and has no knowledge of any adverse claims to any of the
Properties, other than as set forth in Part 2 of Exhibit A.
	 
	5.6	 	Compliance with Laws. With respect to the Properties and the Troy Mine,
Genesis has complied with all applicable local, state and federal laws and
regulations, and




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	 	 	Genesis is not aware of any investigations (other than routine inspections)
underway by any governmental agency with respect to the Properties or the
Troy Mine.
	 	 	 
	5.7	 	Permits. Genesis has obtained, or as of the Closing Date, will have
obtained, all permits, bonds and approvals necessary for Genesis to
conduct the operations contemplated by the Feasibility Study; or, in the
alternative, it and Revett shall have entered into the contracts with
Asarco and received the approval of same, as set forth in Section 3.2(b).





ARTICLE VI


ROYAL GOLD’S REPRESENTATIONS AND WARRANTIES




Royal Gold hereby represents and warrants to Genesis as follows:




	6.1	 	Due Organization, Good Standing and Authority. Royal Gold is duly
organized, validly existing and in good standing under the law of the
States of Delaware and Colorado. Royal Gold has the full power, authority
and legal right to: (a) conduct its business as now being conducted, and
(b) incur its obligations under this Agreement and to perform the terms
hereof and thereof applicable to it.
	 
	6.2	 	Due Authorization; Non-contravention. The execution by Royal Gold of this
Agreement and the performance of all transactions contemplated hereby have
been duly authorized by all necessary action, corporate and otherwise, and
does not and will not: (a) conflict with or result in a breach of the
terms, conditions or provisions of, or constitute a default under, (b)
result in a violation of, or (c) require any authorization, consent,
approval, exemption or other action by or notice to any court or
administrative or governmental body.
	 
	6.3	 	Validity. This Agreement is legal, valid and a binding obligation of
Royal Gold enforceable against Royal Gold in accordance with its terms.





ARTICLE VII

INTERIM PERIOD




Genesis and Royal Gold covenant and agree that between the date of this
Agreement and the Closing Date:





	7.1	 	Access. Royal Gold, its counsel, consultants, accountants and other
representatives shall be permitted reasonable access during normal
business hours to inspect the Properties and the Troy Mine.
	 
	7.2	 	Ordinary Course. Except as otherwise requested by Royal Gold in writing,
Genesis shall, to the best of its ability, maintain the Properties and the
Troy Mine in the ordinary course consistent with past practice (except as
otherwise provided herein or for events beyond Genesis’ reasonable
control).




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	7.3	 	Work Diligently Towards Closing. Genesis and Royal Gold each shall use
its reasonable best efforts to work diligently, including but not limited
to obtaining all governmental approvals and filings, towards completing
the transactions contemplated by this Agreement on or before the Closing
Date.
	 
	7.4	 	Prompt Notification of Breach. Genesis and Royal Gold each shall use its
reasonable best efforts to notify the other party of any breach of any of
the notified party’s representations, warranties, covenants or agreements
to be breached. The parties shall remain obligated to close the
transaction hereunder provided that any such breach is cured prior to
Closing.





ARTICLE VIII

POST-CLOSING COVENANTS





	8.1	 	Maintenance of Existence. Genesis shall preserve and maintain its legal
existence and all of its rights, privileges and franchises necessary for
the proper conduct of its business (including but not limited to the
operation and development of the Troy Mine) and will remain qualified to
do business in the State of Montana.
	 
	8.2	 	Compliance with Laws. Genesis will comply with all requirements of
applicable local, state and federal laws and regulations and shall
maintain in full force and effect all permits, approvals and
authorizations necessary to conduct its operations in the manner
contemplated by the Feasibility Study.
	 
	8.3	 	Use of Royal Gold Payment Proceeds. Genesis shall not use the Royal Gold
Payment proceeds for any purposes other than those contemplated by the
Feasibility Study Budget, unless authorized otherwise in writing by Royal
Gold, which authorization shall not be withheld unreasonably.
	 
	8.4	 	Taxes. Genesis shall pay and discharge all local, state and federal taxes
imposed upon it or any of the Properties prior to the date upon which
penalties attach thereto and prior to the date that any tax liens attach
to the Properties.
	 
	8.5	 	Protection from Liens and Encumbrances and Defense of Title to
Properties. Genesis shall maintain the Properties free and clear of all
liens and encumbrances, other than those related to project financing for
the Troy Mine; provided, however, that such project financing liens shall
be and remain subordinate to the Production Payment. Genesis at all times
shall defend title to the Properties and notify Royal Gold in writing
promptly upon being informed of any third party challenges to Genesis’
title to any of the Properties.
	 
	8.6	 	Mine-Based Environmental Professional. By no later than December 1, 2004,
Genesis shall have hired a full-time qualified environmental professional,
who shall be based at the Troy Mine, and that person shall commence such
employment by no later than




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	 	 	January 1, 2005. Genesis shall provide Royal Gold with monthly reports on
the status of its efforts to fill that position until it has been filled.
	 
	8.7	 	Rail Siding. By no later than November 1, 2004, Genesis shall have
obtained property rights to a rail siding sufficient for stockpiling and
loading concentrates onto rail cars for shipment to one or more
purchasers. Genesis shall provide Royal Gold with monthly reports on the
status of its efforts to obtain those property rights until it has
obtained same.
	 
	8.8	 	Final Marketing Agreement. Genesis diligently shall work to complete and
execute a “Final Agreement” between it and Trafugura AG (“Trafigura”) by
no later than November 1, 2004, as defined in and contemplated by the
Memorandum of Agreement currently in effect between it and Trafigura.
	 
	8.9	 	Inspection and Maintenance of Tailings Pipeline. Genesis shall inspect
and maintain the tailings pipeline at the Troy Mine in accordance with
best industry practices, which shall include at a minimum, but shall not
be limited to, compliance with the protocol described in Section 3.2(f)
above.
	 
	8.10	 	Royal Gold Right to Notice and Option to Cure in Event of Genesis Default
Under Kennecott Note or Mortgage. Royal Gold and Genesis hereby
acknowledge and recognize that Genesis is a party to a Promissory Note
(the “Note”) in the principal amount of $5,000,000, dated February 21,
2000, as amended by Third Amendment dated February 1, 2003 (the “Third
Amendment”), from Genesis and Sterling, collectively as “Maker”, to
Kennecott Montana Company (“Kennecott”, with Kennecott and any subsequent
holder of the Note referred to herein and in the Note as “Payee”), as
“Lender”. The Note is secured by a Mortgage, Security Agreement and
Financing Statement, dated February 21, 2000 (the “Mortgage”), from
Genesis, as “Mortgagor”, to Kennecott, as “Mortgagee”. Genesis hereby
agrees that if it receives a notice from the Payee that requests an
interest payment, as provided in the Third Amendment, Genesis shall so
inform Royal Gold in writing and provide Royal Gold with a copy of that
notice within two (2) business days after Genesis’ receipt of same.
Genesis shall exercise its best efforts to make payment of that interest
payment on or before two (2) days prior to its due date. If Genesis fails
to do so, it shall so notify Royal Gold in writing on or before that
interest payment due date, in which event Royal Gold shall have the
exclusive right and option, but not the obligation, to make such payment.
If Genesis defaults in any of its other obligations under either the Note
or Mortgage and receives a notice of default from the Payee pursuant to
either the Note or Mortgage, Genesis shall so inform Royal Gold in writing
and provide Royal Gold with a copy of the default notice within two (2)
business days after Genesis’ receipt of same. Genesis then shall exercise
its best efforts to cure the default within twenty (20) days after its
receipt of the default notice. If Genesis fails to cure, or determines
that it is unable to cure, the default within that time period, it shall
so notify Royal Gold by telephone, facsimile and e-mail on or before the
first business day after the twentieth (20th) day, after which Royal Gold
shall have the exclusive right and option, but not the obligation, to cure
the default cited by the Payee in its




8









 






	 	 	notice to Genesis. Genesis further agrees that Royal Gold shall have the
exclusive right and option, but not the obligation, to assume the position
of the Payee under the Note and under the Mortgage in the event that the
Payee commences foreclosure proceedings pursuant to the Mortgage; provided,
however, that Royal Gold would extend the Term of the Note (as defined in
the Third Amendment) to February 21, 2010. If for any reason Royal Gold is
unable to obtain the Payee’s agreement to Royal Gold’s assumption of Payee’s
position, Genesis agrees that Royal Gold shall, have the exclusive right and
option, but not the obligation, to pay off the remaining balance due under
the Note, in which event Genesis shall execute a replacement promissory
note, as a Maker, with Royal Gold as the Payee. That replacement note shall
be for the same principal amount and interest and shall contain the same
other provisions as those contained in the Note, provided, however, that the
Term of the replacement note shall be extended to February 21, 2010. The
replacement note shall be secured by a replacement security instrument that
contains the same terms and conditions and encumbers the same properties and
interests as the Mortgage, with the exception that the replacement security
instrument shall reflect the extended term of the replacement note.





ARTICLE IX

TERMINATION





	9.1	 	Right to Terminate. This Agreement may be terminated under the following
circumstances:






(a) by mutual written consent of both Royal Gold and Genesis; or




(b) by either Royal Gold or Genesis if Closing has not occurred by October
15, 2004 (or such other Closing Date mutually agreed upon in writing by the
parties), other than due to the failure of the party seeking termination to
comply fully with its obligations under this Agreement.




	9.2	 	Effect of Termination. Each party’s right of termination under Section
9.1(b) is in addition to any other rights that it may have under this
Agreement or otherwise, and the exercise of a right of termination will
not be deemed to be an election of remedies. If this Agreement is
terminated pursuant to Section 9.1, all further obligations of the parties
hereunder shall terminate; provided, however, that if this Agreement is
terminated because one or more conditions to the terminating party’s
obligations under this Agreement is not satisfied as a result of the other
party’s breach of its obligations under this Agreement, the terminating
party’s right to pursue all legal remedies will survive such termination
unimpaired. A party shall not be deemed to have breached its obligations
under this Agreement if a condition precedent applicable to it is not
satisfied, if that party used its reasonable best efforts to work
diligently to satisfy that condition.
	 
	9.3	 	Due Diligence Information to be Provided to Genesis. If Closing does not
occur, Royal Gold shall provide Genesis with copies of factual,
non-interpretive, non-




9









 






	 	 	proprietary information obtained by Royal Gold from its due diligence
investigations of the Properties and the Troy Mine. Such information shall
be provided by Royal Gold to Genesis with no representations or warranties
by Royal Gold as to its accuracy or completeness. Any reliance upon or use
of such information by Genesis, Revett or any parties to whom they provide
same shall be at those parties’ sole risk and expense.





ARTICLE X

GENERAL PROVISIONS





	10.1	 	Confidentiality. Neither party shall, without the prior written consent
of the other party, disclose to any third party (excluding, however, any
representative, affiliate, agent, consultant or contractor of the
disclosing party who has a bona fide need to be informed) any information
or data concerning operations, including but not limited to exploration,
on the Properties that is not generally available to the public; provided,
however, that upon not less than five (5) days’ prior written notice to
the other party setting forth the nature and content of a proposed
disclosure, the disclosing party may disclose information or data
pertaining to the Properties: (a) to any third party to whom the
disclosing party in good faith anticipates selling all or part of its
interest hereunder, or (b) to any lender or underwriter from whom the
disclosing party is borrowing or raising funds secured by or based upon
the Properties, provided that such lender or underwriter executes a
confidentiality agreement in a form that is reasonably acceptable to the
non-disclosing party. If a disclosure is, in the good faith judgment of a
party, required for compliance with applicable laws, rules, regulations or
orders of any governmental agency or stock exchange having jurisdiction
over the disclosing party, that party shall provide as much prior notice
to the other party of the nature and contents of the proposed disclosure,
for the review and comment of the non-disclosing party, as is reasonable
possible in the circumstances.
	 
	10.2	 	Expenses. Royal Gold and Genesis each shall bear and pay their own
expenses, including attorneys’ fees, incident to the preparation and
performance of this Agreement, whether or not the transactions
contemplated herein are consummated.
	 
	10.3	 	Amendments. This Agreement shall not be amended or modified except by
means of a written instrument that is signed by both Royal Gold and
Genesis.
	 
	10.4	 	Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties’ respective successors and assigns.
	 
	10.5	 	Entire Agreement. This Agreement and the Exhibits hereto supersede and
replace all prior understandings and agreements between Royal Gold and
Genesis regarding the Properties and the Troy Mine, including but not
limited to the financing offer dated May 18, 2004.
	 
	10.6	 	No Waiver. No waiver of any breach of any one or more of the conditions
or covenants of this Agreement by any party shall be deemed to imply or
constitute a




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	 	 	waiver of a breach of any other condition or covenant in this Agreement or
of a breach of the same condition or covenant in the future.
	 
	10.7  	 	Notices. All notices, consents, requests and approvals, any notice of
change of address for the purpose of this Section 10.7, and other
communications provided for or required herein, shall be given: (a) by
personal delivery to the other party, (b) by certified or registered mail,
return receipt requested, (c) by reputable overnight courier, or (d) by
facsimile that is acknowledged upon receipt. All notices, consents,
requests and approvals and other communications provided for or required
herein, shall be effective and shall be deemed delivered on the date of
delivery if delivered during normal business hours, and, if not delivered
during normal business hours, on the next business day following delivery:






          (a) If to Royal Gold, at:


Royal Gold, Inc.

1660 Wynkoop Street

Suite 1000

Denver, Colorado 80202-1132

Attention: President

Facsimile Number: 303-595-9385


   



          (b) If to Genesis, at:


Genesis Inc., c/o Revett Silver Company

11115 E. Montgomery

Suite G

                Spokane Valley, Washington 99206

Attention: President

Facsimile Number: 509-891-8901




	 	 	Either party may, from time-to-time, change its address for future notices
hereunder by notice in accordance with this Section 10.7.

	 
	10.8  	 	Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Montana, without regard
to those principles of conflicts of laws that might otherwise require the
application of the laws of another jurisdiction.
	 
	10.9  	 	Exhibits. All Exhibits referred to in this Agreement hereby are
incorporated into this Agreement by reference.
	 
	10.10	 	Headings. The various headings used in this Agreement are for
convenience only and are not to be used in interpreting the text of the
Article or Section in which they appear or to which they relate.




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	10.11	 	Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument.
	 
	10.12	 	Authority. By their signatures below, each respective signatory
represents that he or she has the express authority of the party for which
he or she executes this Agreement and further has the express authority to
bind his or her principal to the terms hereof.





IN WITNESS WHEREOF, Royal Gold and Genesis have caused this Agreement to
be executed the day and year first above written.



	 	 	 	 	 
	 	ROYAL GOLD, INC.

 	 
	 	By:  	/s/ Tony A. Jensen
 	 
	 
	 	 	Name:  	Tony A. Jensen
 	 
	 	 	Title:  	President & COO 	 
	 



	 	 	 	 	 
	 	GENESIS INC.

 	 
	 	By:  	/s/
William Orchow
 	 
	 
	 	 	Name:  	William Orchow
 	 
	 	 	Title:  	President & CEO 	 




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