SECOND AMENDING AGREEMENT TO THE AMENDED AND RESTATED REVOLVING TERM FACILITY CREDIT AGREEMENT

EXECUTION VERSION

SILVER WHEATON CORP.
as Borrower

- and -

THE BANK OF NOVA SCOTIA
as Co-Lead Arranger, Joint Bookrunner and Administrative Agent
- and -

BANK OF MONTREAL
as Co-Lead Arranger, Joint Bookrunner and Syndication Agent
- and -

CANADIAN IMPERIAL BANK OF COMMERCE,
ROYAL BANK OF CANADA AND THE TORONTO-DOMINION BANK
as Co-Documentation Agents
- and -

BANK OF TOKYO-MITSUBISHI UFJ (CANADA), EXPORT DEVELOPMENT CANADA AND HSBC BANK CANADA as Senior Managers - and -THE BANK OF NOVA SCOTIA, BANK OF MONTREAL, CANADIAN IMPERIAL BANK OF COMMERCE, ROYAL BANK OF CANADA, THE TORONTO-DOMINION BANK, BANK OF TOKYO-MITSUBISHI UFJ (CANADA), EXPORT DEVELOPMENT CANADA, HSBC BANK CANADA, MIZUHO BANK, LTD., XXXXXXXX XXXX XX XXXXXX XXX XXXX XX XXXXXXX, X.X., XXXXXX BRANCH
as Lenders

SECOND AMENDING AGREEMENT TO THE AMENDED AND RESTATED

REVOLVING TERM FACILITY CREDIT AGREEMENT

Dated as of March 18, 2016

SECOND AMENDING AGREEMENT TO
AMENDED AND RESTATED REVOLVING TERM FACILITY CREDIT AGREEMENT

THIS AGREEMENT dated as of the 18^th day of March, 2016.

BETWEEN:

THE BANK OF NOVA SCOTIA, a Canadian chartered bank

(herein, in its capacity as administrative agent for the Lenders, called the “Administrative Agent”)

- and -

SILVER WHEATON CORP., a corporation continued under the laws of the Province of Ontario

(herein called the “Borrower”)

- and -

THE SEVERAL LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT (herein and therein in their capacities as lenders to the Borrower, collectively called the “Lenders” and individually called a “Lender”)

WHEREAS the Borrower, the Lenders and the Administrative Agent entered into an amended and restated credit agreement dated as of February 27, 2015, as amended by a first amending agreement dated as of November 20, 2015 in connection with a certain credit facility in favour of the Borrower (the “Credit Agreement”);

AND WHEREAS the Borrower, the Lenders and the Administrative Agent hereto wish to amend certain provisions of the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:

ARTICLE 1
DEFINED TERMS

1.1 Capitalized Terms

All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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ARTICLE 2
AMENDMENTS TO CREDIT AGREEMENT

2.1 General Rule

Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

2.2 Defined Terms

Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) The definition of “Maturity Date” is hereby deleted in its entirety and replaced by the following:

““Maturity Date” means February 27, 2021.”

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties

To induce the Lenders and the Administrative Agent to enter into this agreement, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement, as hereby amended, are true and correct on the date hereof as if made on the date hereof.

ARTICLE 4
CONDITION PRECEDENT

4.1 Conditions Precedent to Effectiveness of this Agreement

This agreement shall not become effective until the following conditions precedent are fulfilled:

	(a)	this agreement shall have been executed and delivered by each of the Borrower, the Administrative Agent and the Lenders;
	(b)	the attached acknowledgement and consent shall have been executed and delivered by each Guarantor to the Administrative Agent;
	(c)	the Borrower shall have paid to the Lenders and to The Bank of Nova Scotia and Bank of Montreal, in their respective capacities as co-lead arrangers of the Credit Facility (the “Joint-Lead Arrangers”) all fees and expenses required to be paid in connection with the fee letter of even date executed by the Borrower and the Joint-Lead Arrangers.

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ARTICLE 5
MISCELLANEOUS

5.1 No Default

The Borrower represents and warrants to and in favour of the Administrative Agent and the Lenders that no Default has occurred and is continuing as at the date this agreement becomes effective and no Default would arise immediately thereafter.

5.2 Future References to the Credit Agreement

On and after the date 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 any related document 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 hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

5.3 Governing Law

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

5.4 Enurement

This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

5.5 Conflict

If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount. This agreement shall not create any novation.

5.6 No Waiver

This agreement shall not limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement or any other Credit Document.

5.7 Credit Document

This agreement shall be deemed to be a Credit Document.

5.8 Further Assurances

The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.

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5.9 Counterparts

This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally blank.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.

SILVER WHEATON CORP.
By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Senior Vice President and
	Chief Financial Officer
By:	/s/ Xxxxx X.X. Xxxxxxxxx
	Name: Xxxxx X.X. Xxxxxxxxx
	Title: President and Chief Executive Officer

THE BANK OF NOVA SCOTIA, as
Administrative Agent
By:	/s/ Xxxxxxx Xx
	Name: Xxxxxxx Xx
	Title: Director
By:	/s/ Xxxx Xxxxxxxx
	Name: Xxxx Xxxxxxxx
	Title: Analyst

THE BANK OF NOVA SCOTIA, as Lender
By:	/s/ Xxxxxxx Xxxx
	Name: Xxxxxxx Xxxx
	Title: Managing Director
By:	/s/ Xxxxxxx XxxXxxx
	Name: Xxxxxxx XxxXxxx
	Title: Associate Director

BANK OF MONTREAL, as Lender
By:	/s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Director
By:
	Name:
	Title:

CANADIAN IMPERIAL BANK OF
COMMERCE, as Lender
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Director
By:	/s/ Xxxx Xxxxxxxx
	Name: Xxxx Xxxxxxxx
	Title: Executive Director

ROYAL BANK OF CANADA, as Lender
By:	/s/ Xxxxxx Xxxxxxxxxxxx
	Name: Xxxxxx Xxxxxxxxxxxx
	Title: Authorized Signatory
By:
	Name:
	Title:

THE TORONTO-DOMINION BANK, as
Lender
By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Managing Director
By:	/s/ Xxx Xxxxxxxxxx
	Name: Xxx Xxxxxxxxxx
	Title: Driector

BANK OF TOKYO-MITSUBISHI UFJ
(CANADA), as Lender
By:	/s/ Xxxxxxx Xxxxx
	Name: Xxxxxxx Xxxxx
	Title: Director
By:
	Name:
	Title:

EXPORT DEVELOPMENT CANADA, as
Lender
By:	/s/ Xxxxxxxx Xxxxxx
	Name: Xxxxxxxx Xxxxxx
	Title: Financing Manager
By:	/s/ Xxxxxxxxxxx Xxxxxx
	Name: Xxxxxxxxxxx Xxxxxx
	Title: Financing Manager

HSBC BANK CANADA, as Lender
By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Vice President Global Banking
By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Director, Banking

MIZUHO BANK, LTD., as Lender
By:	/s/ X. X. XxXxxxxxx
	Name: X. X. XxXxxxxxx
	Title: Senior Vice President Canada Branch
By:
	Name:
	Title:

NATIONAL BANK OF CANADA, as
Lender
By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Directeur – Director
By:	/s/ Xxxxxxxxx Xxxxxxxx
	Name: Xxxxxxxxx Xxxxxxxx
	Title: Directeur - Director

BANK OF AMERICA, N.A., CANADA
BRANCH, as Lender
By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Vice President
By:
	Name:
	Title:

ACKNOWLEDGEMENT AND CONSENT

The undersigned, each being a guarantor of the Borrower’s Obligations under, inter alia, the Credit Agreement, hereby acknowledge, agree to and consent to the foregoing amendments to the Credit Agreement and hereby confirm their obligations under their respective Guarantee.

SILVER WHEATON (CAYMANS) LTD.
By:	/s/ Nik Tatarkin
Name:	Nik Tatarkin
Title:	President
By:
Name:
Title:
SILVER WHEATON LUXEMBOURG
SARL
By:	/s/ Nik Tatarkin
Name:	Nik Tatarkin
Title:	Manager A
By:
Name:
Title:
WHEATON PRECIOUS METALS
(CAYMAN) CO.
By:	/s/ Nik Tatarkin
Name:	Nik Tatarkin
Title:	Director
By:
Name:
Title: