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






Exhibit 10 .15

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT 

                         AMENDMENT
NO. 3, dated as of February 28, 2013 (this “Agreement”), to the Credit Agreement
defined below), is entered into by and among Revett Silver Company, a
corporation duly organized and existing under laws of the State of Montana (the
“Borrower”), each of the Guarantors (as defined therein) party thereto and
Société Générale, as administrative agent (in such capacity, the “Administrative
Agent”), issuing bank (in such capacity, the Issuer”) and revolving credit
lender (in such capacity, the “Revolving Credit Lender”). 

PRELIMINARY STATEMENTS: 

	 	(1) 	
      The Borrower, the Guarantors, the Administrative Agent,
      the L/C Issuer and the Revolving Credit Lender have entered into that
      certain Credit Agreement, dated as of December 8, 2011 and amended
      pursuant to Amendment No. 1 to the Credit Agreement, dated as of August 7,
      2012 and Amendment No. 2 to the Credit Agreement, dated as of December 13,
      2012 (the “Credit Agreement”). Capitalized terms not otherwise defined in
      this Agreement have the same meanings as specified in the Credit
      Agreement.

	 	 	 
	 	(2) 	
      The Borrower has requested that the Administrative Agent
      and the Revolving Credit Lenders temporarily reduce the Revolving Credit
      Commitment of the Revolving Credit Lender and waive the payment of any
      commitment fees due under clause (a) of Section 2.08 from the Effective
      Date through the date (the “Decrease End Date”) upon which the
      Administrative Agent shall have received, in form and substance acceptable
      to it in its sole discretion, (i) an updated Annual Operating Budget, (ii)
      an updated Long-Term Plan, (iii) an updated report of the Independent
      Engineer in the form described pursuant to sub-clause (a)(xii) of Section
      4.01, (iv) a written request from the Borrower to increase the Revolving
      Credit Commitment of the Revolving Credit Lender to an amount not in
      excess of $20,000,000 and (v) such other assurances, certificates,
      documents, consents, resolutions or opinions as the Administrative Agent,
      the L/C Issuer or the Revolving Credit Lender may require.

	 	 	 
	 	(3) 	
      Subject to the satisfaction of the conditions set forth
      herein, the Borrower, the Guarantors, the Administrative Agent and the
      Lenders have agreed to amend the Credit Agreement to effect the changes
      described herein.

	 	 	 
	 		
      NOW, THEREFORE, in consideration of the premises and for
      other good and valuable consideration (the receipt and sufficiency of
      which is hereby acknowledged), the parties hereto hereby agree as
      follows:



          SECTION
1.      Amendments to Credit Agreement. On
the Effective Date (and continuing to, but not including, the Decrease End
Date), (i) Schedule 2.01 shall be amended by replacing “$20,000,000” with
“$1.00”, and (ii) clauses (c) and (d) of Section 2.05 and clause (a) of Section
2.08 shall not apply. On the Decrease End Date, Schedule 2.01 shall be amended
by replacing “$1.00” with “$20,000,000” and clauses (c) and (d) of Section 2.05
and clause (a) of Section 2.08 shall be reinstated as of such date with full
force and effect. 

          SECTION
2.      Conditions to Effectiveness. This
Agreement shall become effective on the date (the “Effective Date”) when, and
only when, the Administrative Agent shall have received counterparts of this
Agreement executed by the Borrower, each Guarantor, and each Revolving Credit
Lender. 

          SECTION
3.      Representations and Warranties.
Each Loan Party represents and warrants as follows: 

	 	(a) 	
      Assuming the effectiveness of this Agreement and after
      giving effect to it, all representations and warranties contained in each
      Loan Document to which it is a party are true and correct in all material
      respects on and as of the date hereof; provided that to the extent that
      such representations and warranties specifically refer to an earlier date,
      they shall be true and correct in all material respects as of such earlier
      date; and provided, further, that any representation and warranty that is
      qualified as to “materiality”, “Material Adverse Effect” or similar
      language shall be true and correct (after giving effect to any
      qualification therein) in all respects on such respective
  dates



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Exhibit 10.15 

          (b)           (i)
It has the requisite power to execute and deliver this Agreement, and all
corporate or other action required to be taken by it for the due and proper
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby has been duly and validly
taken and (ii) this Agreement has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms. 

          (c)           After
giving effect to this Agreement, no Default has occurred and is continuing, or
would result from the occurrence of the Effective Date. 

          SECTION
  4.      Reference to and Effect on the Credit
  Agreement and the Loan Documents. 

          (a)           On
and after the effectiveness of this Agreement, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in each of the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Agreement. 

          (b)          
The Credit Agreement, as specifically amended by this Agreement, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all related security documents and all of the collateral described
therein do and shall continue to secure the payment of the Obligations. Each
Loan Party acknowledges and agrees that the Obligations are and shall be the
absolute obligations of the Borrower, subject to no defense, offset, deduction
or counterclaim of any kind whatsoever.

          (c)          
The execution, delivery and effectiveness of this Agreement shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Revolving Credit Lender, the L/C Issuer or the Administrative Agent under
any of the Loan Documents, nor constitute a waiver of any provision of any of
the Loan Documents. 

          (d)          
Each Loan Party agrees that this Agreement shall be a Loan Document for all
purposes of the Credit Agreement as amended hereby and the other Loan Documents.


          SECTION
5.      Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier or other electronic means shall be effective as delivery
of a manually executed counterpart of this Agreement. 

          SECTION
6.      Miscellaneous. The headings of this Agreement
are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 

          SECTION
7.      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

[Signature Pages Follow] 

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Exhibit 10.15 

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written. 

REVETT SILVER COMPANY, 
as the Borrower 

By: /s/ Ken Eickerman 
Title: CFO 

REVETT MINERALS INC., 
as a Guarantor 

By: /s/ Ken Eickerman 
Title: CFO 

TROY MINE INC., 
as a Guarantor 

By: /s/ Ken Eickerman 
Title: CFO 

RC RESOURCES, INC., 
as a Guarantor 

By: /s/ Ken Eickerman 
Title: CFO 

REVETT EXPLORATION, INC., 
as Guarantor 

By: /s/ Ken Eickerman 
Title: CFO 

REVETT HOLDINGS, INC., 
as Guarantor 

By: /s/ Ken Eickerman 
Title: CFO 

SOCIÉTÉ GÉNÉRALE, 
as Revolving Credit Lender 

By: /s/ Daniel Ota 
Title: Director 

SOCIÉTÉ GÉNÉRALE, 
as Administrative Agent 

By: /s/ Daniel Ota 
Title: Director 

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