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LOAN AGREEMENT

Loan Agreement

LOAN AGREEMENT | Document Parties: MAVERICK MINERALS CORPORATION | SENERGY PARTNERS LLC You are currently viewing:
This Loan Agreement involves

MAVERICK MINERALS CORPORATION | SENERGY PARTNERS LLC

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Title: LOAN AGREEMENT
Governing Law: Nevada     Date: 2/20/2009
Industry: Business Services     Sector: Services

LOAN AGREEMENT, Parties: maverick minerals corporation , senergy partners llc
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THIS LOAN AGREEMENT ( the “Loan Agreement ”) is dated as of the 13 th day of February, 2009

AMONG:

MAVERICK MINERALS CORPORATION , a Nevada corporation with an address for business at 2501 Lansdowne Ave, Saskatoon, Saskatchewan, Canada, S7J 1H3

(the “ Borrower ”)

AND:

SENERGY PARTNERS LLC , a limited liability company with an address for business at 2245 N. Green Valley Pkwy, Ste. 429, Henderson, Nevada 89014

(the “ Lender ”)

WHEREAS:

A. The Lender has agreed to establish in favour of the Borrower a revolving loan for in the aggregate amount of up to $1,000,000 (the “ Loan ”), subject to, among other things, the execution and delivery of this Loan Agreement; and

B. The Lender and Borrower are entering into this Loan Agreement to provide for the terms of the Loan established in favour of the Borrower.

THEREFORE , for value received, and intending to be legally bound by this Loan Agreement, the parties agree as follows:

ARTICLE 1
DEFINED TERMS

1.1 Defined Terms

     In this Loan Agreement, unless something in the subject matter or context is inconsistent therewith:

 

(a)

Advance ” means an advance on account of the Loan;

 

 

 

 

(b)

Applicable Law ” means all public laws, statutes, ordinances, decrees, judgments, codes, standards, acts, orders, by-laws, rules, regulations, official body consents, permits, binding policies and guidelines, and requirements of any Governmental Authority, which now or hereafter may be lawfully applicable to and enforceable against the Borrower or its property or any part thereof.

 

 

 

 

(c)

Borrower ” means Maverick Minerals Corporation.

 

 

 

 

(d)

Business Day ” means a day of the year, other than Saturday or Sunday, on which banks are open for business in Saskatoon, Saskatchewan.

 


 

 

(e)

Closing Date ” means February 13th, 2009 or such later date as agreed by the Lender and the Borrower.

 

 

 

 

(f)

Debt Settlement Agreement ” means the debt settlement agreement dated as of February 10 th , 2009 between the Borrower and the Lender attached as Schedule “B” hereto;

 

 

 

 

(g)

Encumbrances ” means and includes any mortgage, charge, hypothec, privilege, pledge, security interest, lien, claim and encumbrance of any nature whatsoever or howsoever arising in respect of or affecting any Property, and includes any renewals or extensions thereof, which is not effectually postponed, subordinated or waived in favour of the indebtedness and liability from time to time in respect of the Loans.

 

 

 

 

(h)

Event of Default ” has the meaning defined in Section 7.1.

 

 

 

 

(i)

GAAP ” means generally accepted accounting principles in effect from time to time in the United States.

 

 

 

 

(j)

Governmental Authority ” means, when used with respect to any person, any government, parliament, legislature, regulatory authority, agency, tribunal, department, commission, board, instrumentality, court, arbitration board, or arbitrator or other law, regulation or rule making entity (including a Minister of the Crown, any central bank, Superintendent of Financial Institutions or other comparable authority or agency) having or purporting to have jurisdiction on behalf of, or pursuant to the laws of, Canada or any country in which such person is incorporated or otherwise created or established or in which such person has any Property or carries on business, or any province, territory, state, municipality, district or political subdivision of any such country or of any such province, territory or state of such country.

 

 

 

 

(k)

Interest Rate ” means 8% per annum calculated and compounded monthly, not in advance as well after as before maturity, default and judgment on the outstanding daily balance of the Loan based on the number of days elapsed in a 365 day year;

 

 

 

 

(l)

Lender ” means Senergy Partners LLC.

 

 

 

 

(m)

Loan ” means the revolving loan in the maximum principal amount of $1,000,000.

 

 

 

 

(n)

Maturity Date ” means December 31, 2012, unless sooner determined due to the occurrence of an Event of Default;

 

 

 

 

(o)

Material Adverse Effect ” means a material adverse effect (or a series of adverse effects, none of which is material in and of itself but which, cumulatively, (i) constitutes a material adverse change in the business, operations, financial condition or properties of the Borrower taken as a whole; (ii) that materially impairs the ability of the Borrower to timely and fully perform its obligations under the Loan Agreement, or (iii) that materially impairs the ability of the Lender to enforce its rights and remedies under this Loan Agreement.

 

 

 

 

(p)

Obligations ” means all obligations of the Borrower to the Lender under or in connection with this Loan Agreement, including but not limited to all debts and liabilities, present or future, direct or indirect, absolute or contingent at any time owing by the Borrower to the Lender or remaining unpaid by the Borrower to the Lender or in

 


 

 

connection with this Loan Agreement, whether arising from dealings between the Lender and the Borrower or from any other dealings or proceedings by which the Lender may be or become in any manner whatever a creditor of the Borrower under or in connection with this Loan Agreement, and wherever incurred, and whether incurred by the Borrower alone or with another or others and whether as principal or surety, and all interest, fees, legal and other costs, charges and expenses.

 

 

 

 

(q)

Permits ” means licenses, authorizations, consents, certificates, registrations, exemptions, permits and other approvals, obtained from or required by a Governmental Authority.

 

 

 

 

(r)

Permitted Encumbrances ” means, with respect to any Person, the following:

 

 

(i)

Encumbrances for taxes, rates, assessments or other charges of Governmental Authorities, charges or levies not yet due, or for which instalments have been paid based on reasonable estimates pending final assessments, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by that person and for which adequate reserves have been established in accordance with GAAP;

 

 

 

 

(ii)

undetermined or inchoate Encumbrances, rights of distress and charges incidental to current operations which have not at such time been filed or exercised and of which none of the Lender has been given notice, or which relate to obligations not due or payable or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by that person;

 

 

 

 

(iii)

to the extent a security interest is constituted or created thereby, any right of first refusal in favour of any person granted in the ordinary course of business with respect to the properties of the Borrower, which in the aggregate do not detract materially from the value of any part of the Property of the Borrower or its use in the operations of the Borrower;

 

 

 

 

(iv)

any interest of a third party under any pooling, unit development, overriding royalty, net profits interest, carried interest, reversionary interest or operating agreement affecting mineral or other natural resource rights entered into in the ordinary course of business between arm’s length third parties on reasonable commercial terms; and

 

 

 

 

(v)

other Encumbrances expressly agreed to in writing by the Lender,

 

 

provided that nothing in this definition or this Loan Agreement shall (A) be construed as evidencing an intention or agreement on the part of the Lender that the Obligations hereunder be or have been subordinated to any such Permitted Encumbrance, or (B) cause any such subordination to occur.

 

 

 

 

(s)

Person ” means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof;

 

 

 

 

(t)

Property ” means, with respect to any person, any or all of its undertaking, property and assets.

 


 

 

(u)

Securities Laws ” means all applicable securities laws in the relevant jurisdictions and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, orders, blanket rulings and other regulatory instruments of the securities regulatory authorities in such jurisdictions.

 

 

 

 

(v)

Security Documents ” means the security documents set out in Section<*> to this Agreement and any other security document from time to time taken by the Lender from the Borrower as security for the payment, observance and performance of the Loan in whole or in part;

 

 

 

 

(w)

Taxes ” means all taxes, levies, imposts, stamp taxes, duties, deductions, withholdings and similar governmental impositions payable, levied, collected, withheld or assessed as of the date of this Loan Agreement or at any time in the future, and “ Tax ” shall have a corresponding meaning.

 

 

 

 

(x)

Loan Agreement ”, “ Agreement ”, “ hereof ”, “ herein ”, “ hereto ”, “ hereunder ” or similar expressions mean this Loan Agreement and any Schedules hereto, as amended, supplemented, restated and replaced from time to time.

 

 

 

 

(y)

$ ”, “ US Dollars ” and “ USD$ ” mean lawful money of the United States.

1.2 Headings and Table of Contents

     The headings of the Articles, Sections, subsections and paragraphs hereof and the Table of Contents are inserted for convenience of reference only and shall not affect the construction or interpretation of this Loan Agreement.

1.3 Accounting Terms

     Each accounting term used in this Loan Agreement, unless otherwise defined or interpreted herein, has the meaning assigned to it under GAAP.

1.4 Number, Gender, Contractual Instruments

     Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa and words importing any gender include all genders. References to Loan Agreement shall be deemed to include all present or future amendments, supplements, restatements or replacements thereof or thereto.

ARTICLE 2
LOAN

2.1 Amount

     Upon and subject to the terms and conditions of this Loan Agreement, the Lender hereby irrevocably agrees to immediately establish the Loan for the use and benefit of the Borrower.

2.2 Purpose

     The Loan will be made available to the Borrower for the purposes set out in Schedule “A” hereto and for no other purpose without the prior written consent of the Lender.


2.3 Time and Place of Payments

     Unless otherwise expressly provided herein, the Borrower shall make all payments pursuant to this Agreement or pursuant to any document, instrument or agreement delivered pursuant hereto by delivery of a cheque or wire transfer to the Lender before 1:00 p.m. (Saskatoon time) on the day specified for payment. Any such payment received on the day specified for such payment but after 1:00 p.m. (Saskatoon time) thereon shall be deemed to have been received prior to 1:00 p.m. (Saskatoon time) on the Business Day immediately following such day specified for payment.

2.4 Debt Settlement Agreement

     In consideration of the Lender entering into this Loan Agreement, the Borrower has agreed to enter into the Debt Settlement Agreement.

ARTICLE 3
PAYMENTS, PREPAYMENTS AND INTEREST

3.1 Evidence of Indebtedness

     The Obligations resulting from the Loan, including all payments of interest and payments of principal by the Borrower, shall be evidenced by records maintained by the Lender. The records maintained by the Lender shall constitute, in the absence of manifest error, prima facie evidence of the Obligations and all details relating thereto. The failure of the Lender to correctly record any such amount or date shall not, however, adversely affect the obligation of the Borrower to pay the Obligations in accordance with this Loan Agreement.

3.2 Term and Repayment

     The outstanding principal amount of the Loan together with all accrued and unpaid interest and all other amounts outstanding hereunder shall become due and payable in full on the Maturity Date unless sooner determined by the Lender due to the occurrence of an Event of Default.

3.3 Voluntary Prepayments

     Subject to giving the Lender not less than 10 Business Days’ prior written notice, the Borrower may from time to time prepay the Loans in whole or in part without penalty.

3.4 Interest

     The outstanding daily principal balance of the Loan will bear interest at the applicable Interest Rate until paid in full.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Borrower

     The Borrower represents and warrants to the Lender as specified below.

 

(a)

Corporate and Securities Matters

 


 

 

(i)

Due Incorporation, Etc. The Borrower is incorporated under the laws of the state of Nevada and is a corporation duly incorporated and organized and validly subsisting under the laws of the jurisdiction of its incorporation and is duly qualified, registered or licensed in all jurisdictions where such qualification, registration or licensing is required to the extent that it is material. The Borrower has all requisite corporate capacity, power and authority to own, hold under licence or lease its properties, to carry on its business


 
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