Revett Minerals Inc. - Exhibit 10.14 - Filed by newsfilecorp.com






Exhibit 10.14 

AMENDMENT NO.2 AND GUARANTOR JOINDER TO THE CREDIT AGREEMENT


AMENDMENT NO. 2 AND GUARANTOR JOINDER TO THE CREDIT AGREEMENT,
dated as of December 13, 2012 (this "Agreement"), to the Credit Agreement (as
defined below), is entered into by and among Revett Silver Company, a
corporation duly organized and existing under the laws of the State of Montana
(the "Borrower"), each of the Guarantors (as defined therein) party thereto (the
"Existing Guarantors"), Revett Exploration, Inc., a corporation duly organized
and existing under the laws of the State of Montana (the "Revett Exploration"),
Revett Holdings, Inc., a corporation duly organized and existing under the laws
of the State of Montana (the "Revett Holdings" and, together with Revett
Exploration, the "New Guarantors") and Société Générale, as administrative agent
(in such capacity, the "Administrative Agent"). 

PRELIMINARY STATEMENTS: 

(1)         
 The Borrower, the Existing Guarantors, the Administrative Agent and
Société Générale, as LIC Issuer (in such capacity, the ''L/C Issuer") 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 (the "Credit Agreement"). Capitalized terms not otherwise defined in
this Agreement have the same meanings as specified in the Credit Agreement. 

(2)         
 Section 6.13(c) of the Credit Agreement provides, inter alia, that
the Borrower shall cause any new Subsidiaries to become party to the Credit
Agreement as a Loan Party. Each of the undersigned New Guarantors is executing
this Agreement in accordance with the requirements of the Credit Agreement to
become a Guarantor under the Credit Agreement in order to induce the Lenders to
make additional Revolving Credit Loans and the L/C Issuer to issue additional
Letters of Credit and as consideration for Revolving Credit Loans previously
made and Letters of Credit previously issued. 

(3)          
Pursuant to Section 11.01 of the Credit Agreement, no amendment or waiver of any
provision of the Credit Agreement, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent. 

(4)         
 Subject to the satisfaction of the conditions set forth herein, the
Borrower, the Guarantors, the Administrative Agent and the Required Lenders have
agreed to amend the Credit Agreement to effect the changes described in clause
(2) of these Preliminary Statements and make certain related amendments to the
Credit Agreement as hereinafter set forth. 

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. The Credit Agreement is, effective as of the Effective
Date (as defined below) and subject to the satisfaction of the conditions set
forth in Section 2 hereof, hereby amended as follows: 

(a)         
 The following definition is hereby added to Section 1.01 of the
Credit Agreement in the appropriate alphabetical position: 

1




Exhibit 10.14 

"Non-Grantor Subsidiary" means each of RCR, Revett Exploration,
Inc. and Revett Holdings, Inc. 

(b)          
The definitions of "Excluded Collateral" and "Guarantors" and Sections
5.20(c), 

7.02(f), 7.03(b), 7.03(c), 7.03(l), 7.04(c) and 7.05(d) of the
Credit Agreement are each hereby amended by replacing "RCR" with the words "any
Non-Grantor Subsidiary". 

(c)          
Section 7.05(d) of the Credit Agreement is hereby further amended by
adding the following words at the end of the parenthetical thereof after
"Holdings": 

"provided that, notwithstanding anything to the contrary set
forth herein, (i) the Borrower shall be permitted to transfer to Revett
Exploration, Inc. the mining claims and interests located in Sanders County,
Montana and described in Part 1 of Schedule 7.05(d) and (ii) RCR shall be
permitted to transfer to Revett Holdings, Inc. the mining claims and interests
and Real Property described in Part 2 of Schedule 7.05(d)" 

(d)          
The Credit Agreement is hereby amended by adding as Schedule 7.05(d)
thereto the schedule attached hereto as Schedule A. 

SECTION 2.      Guarantor Joinder.
In accordance with Section 6.13(c) of the Credit Agreement, each New
Guarantor by its signature below becomes a Guarantor under the Credit Agreement
with the same force and effect as if originally named therein as a Guarantor,
and each New Guarantor hereby agrees to all the terms and provisions of the
Credit Agreement applicable to it as a Guarantor thereunder. Each reference to a
"Guarantor" in the Credit Agreement or any other Loan Document shall be deemed
to include each New Guarantor. The Credit Agreement is hereby incorporated
herein by reference. 

SECTION 3.      Conditions to
Effectiveness. This Agreement shall become effective on the date (the "Effective
Date") when, and only when, each of the following conditions shall have been
satisfied: 

(a)         
 The Administrative Agent shall have received the following documents: 

(i)           
 counterparts of this Agreement executed by the Borrower, each Existing
Guarantor, each New Guarantor and the Required Lenders; 

(ii)          
 the certificates representing the Equity Interests of each New Guarantor,
together with undated stock powers, in blank, executed by a Responsible Officer
of the Borrower; and 

(iii)          
an officer's certificate of each New Guarantor, in form and substance reasonably
satisfactory to the Administrative Agent, with attachments containing the
charter documents, by-laws, appropriate resolutions and other documents of such
New Guarantor reasonably requested by the Administrative Agent. 

(b)         
 The Administrative Agent shall have received evidence that all reasonable
out- of-pocket fees and expenses of the Administrative Agent (including
reasonable attorneys' fees and expenses) then due shall have been paid. 

SECTION 4.      Representations and
Warranties. Each Loan Party (including each New Guarantor) 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

2




Exhibit 10.14 

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. 

(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 5.      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. 

(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 6.      Execution in
Counterparts. This Agreement may be executed in any number of counterparts
and by different pa1ties 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 7.      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. 

3




Exhibit 10.14 

SECTION 8.      GOVERNING LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF
CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY
APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLTCATION OF THE LAWS OF
ANOTHER JURISDICTION. 

SECTION 9.      Notices. All
communications and notices hereunder to each of the Borrower, the Existing
Guarantors and the Administrative Agent shall be in writing and given as
provided in Section 11.02 of the Credit Agreement. All communications and
notices hereunder to each New Guarantor shall be given to it at its address
specified on the signature pages hereof. 

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

4




Exhibit 10.14 

REVETT EXPLORATION, INC. 
as a New Guarantor 

By: /s/ Ken Eickerman 
Title: CFO 

Address for Notices: 
Revett Exploration, Inc.

c/o Revett Silver Company 
11115 East Montgomery Dr., Suite G Spokane
Valley, WA 99206 
Attention: Ken Eickerman 
Fax: 509-891-8901

Telephone: 509-921-2294 
Email: eickerman@revettminerals.com 

REVETT HOLDINGS, INC., 
as a New Guarantor 

By: /s/ Ken Eickerman 

  Title: CFO 

Address for Notices: 
Revett Holdings, Inc. 
c/o
Revett Silver Company 
11115 East Montgomery Dr., Suite G Spokane Valley, WA
99206 
Attention: Ken Eickerman 
Fax: 509-891-8901 
Telephone:
509-921-2294 

  Email: eickerman@revettminerals.com 

SOCIÉTÉ GÉNÉRALE, 
as Revolving Credit Lender 

By: /s/ Daniel Ota 
Title: Director 

SOCIÉTÉ GÉNÉRALE,
as Administrative Agent 

By: /s/ Daniel Ota 
Title: Director 

5