Revett Minerals Inc. - Exhibit 10.13 - Filed by newsfilecorp.com






EXHIBIT 10.13 

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT 

AMENDMENT N0.1 TO THE CREDIT AGREEMENT, dated as of August 7,
2012 (this "Amendment"), 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), each lender from time to time party thereto and
Société Générale, as administrative agent (in such capacity, the "Administrative
Agent") and issuing bank (in such capacity, the "L/C Issuer"). 

PRELIMINARY STATEMENTS: 

(1)          
The Borrower, the Guarantors, the Administrative Agent and the L/C Issuer have
entered into that certain Credit Agreement, dated as of December 8, 2011 (the
"Credit Agreement"). Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement. 

(2)          
The Borrower desires the ability to request the issuance of Letters of Credit
from time to time in connection with the satisfaction of certain financial
bonding or surety requirements with respect to the Project, with the issuance of
any such Letter of Credit being in the sole and absolute discretion of the L/C
Issuer. 

(3)          
Pursuant to Section 11.01 of the Credit Agreement, (i) 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 and (ii)
no amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Revolving Credit Lenders required above, affect the
rights or duties of the L/C Issuer under the Credit Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it. 

(4)          
Subject to the satisfaction of the conditions set forth herein, the Borrower,
the Guarantors, the L/C Issuer, 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 Amendment
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: 

"Performance Bond Letter of Credit" means any Letter of Credit
issued for the benefit of the State of Montana, in each case in the sole and
absolute discretion of the L/C Issuer, for purposes of satisfying certain
financial bonding or surety requirements of the State of Montana with respect to
the Project. 

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EXHIBIT 10.13 

(b)          
Section 2.03(b)(j) of the Credit Agreement is hereby amended by adding
the following text after the words "Each Letter of Credit" in the first line
thereof: "(including any Performance Bond Letter of Credit)". 

(c)          
Section 2.03(b)(ii) of the Credit Agreement is hereby amended by adding
the following sentence at the end thereof: 

"Notwithstanding anything to the contrary set forth herein, the
issuance by the L/C Issuer of any Performance Bond Letter of Credit prior to the
satisfaction of all of the conditions set forth in Section 4.03
(including, for the avoidance of doubt, Section 4.03(e)) in
connection with any Credit Extension shall be in the sole and absolute
discretion of the L/C Issuer." 

(d)          
Section 4.02 of the Credit Agreement is hereby amended by adding the
following text immediately after the words "initial Credit Extension hereunder"
in the second line of the lead-in paragraph of such section: "(which shall
include the initial issuance of a Performance Bond Letter of Credit in the sole
and absolute discretion of the L/C Issuer)". 

(e)          
Section 4.03 of the Credit Agreement is hereby amended by amending and
restating the lead-in paragraph of such section as follows: 

"The obligation of the L/C Issuer and each Revolving Credit
Lender to honor any Request for Credit Extension (other than an Interest
Election Request), which shall include any Letter of Credit Application with
respect to any Performance Bond Letter of Credit issued in the sole and absolute
discretion of the L/C Issuer, is subject to the following conditions precedent
(provided that the condition precedent set forth in Section 4.03(e) shall not
apply in the case of the issuance of any such Performance Bond Letter of
Credit):". 

(f)          
Section 6.17 of the Credit Agreement is hereby amended by inserting the
following text after the words "Credit Extension" in the second line thereof:
"(provided that, for purposes of this Section 6.17, (x) any LIC Credit Extension
consisting of the issuance of a Performance Bond Letter of Credit shall be
deemed not to be a Credit Extension but (y) any Revolving Credit Borrowing
following any notice of drawing under any such Performance Bond Letter of Credit
shall constitute a Credit Extension)". 

SECTION 2.      Conditions to
Effectiveness. This Amendment shall become effective on the date (the
"Amendment Effective Date") when, and only when, the following conditions shall
have been satisfied: 

(a)          
The Administrative Agent shall have received counterparts of this Amendment
executed by the Borrower, each Guarantor, the L/C Issuer and the Required
Lenders. 

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

SECTION 3.      Representations and
Warranties. Each Loan Party represents and warrants as of the date hereof as
follows: 

(a)          
Assuming the effectiveness of this Amendment 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 10.13 

(b)          
(i) It has the requisite power to execute and deliver this Amendment, and all
corporate or other action required to be taken by it for the due and proper
authorization, execution, delivery and performance of this Amendment and the
consummation of the transactions contemplated hereby has been duly and validly
taken and (ii) this Amendment has been duly authorized, executed and delivered
by it. 

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


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

(a)          
On and after the effectiveness of this Amendment, 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 Amendment. 

(b)          
The Credit Agreement, as specifically amended by this Amendment, 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 Amendment 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 Amendment 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 Amendment 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 Amendment by telecopier or other electronic means
shall be effective as delivery of a manually executed counterpart of this
Amendment. 

SECTION 6.      Miscellaneous.
The headings of this Amendment are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Any provision of this Amendment 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 AMENDMENT 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 APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION. 

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EXHIBIT 10.13 

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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 


 

SOCIÉTÉ GÉNÉRALE, 
as Revolving Credit Lender 


By: /S/ Daniel Ota 
Title: Director

 

SOCIÉTÉ GÉNÉRALE, 
as Administrative Agent and L/C 

By 
Name: /S/ Daniel Ota 
Title: Director 

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