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:
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(a)
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“ Advance ”
means an advance on account of the Loan;
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(b)
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“ 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.
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(c)
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“ Borrower ”
means Maverick Minerals Corporation.
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(d)
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“ Business Day
” means a day of the year, other than Saturday or Sunday, on
which banks are open for business in Saskatoon,
Saskatchewan.
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(e)
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“ Closing Date
” means February 13th, 2009 or such later date as agreed by
the Lender and the Borrower.
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(f)
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“ 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;
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(g)
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“ 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.
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(h)
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“ Event of Default
” has the meaning defined in Section 7.1.
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(i)
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“ GAAP ” means
generally accepted accounting principles in effect from time to
time in the United States.
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(j)
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“ 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.
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(k)
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“ 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;
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(l)
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“ Lender ”
means Senergy Partners LLC.
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(m)
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“ Loan ” means
the revolving loan in the maximum principal amount of
$1,000,000.
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(n)
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“ Maturity Date
” means December 31, 2012, unless sooner determined due to
the occurrence of an Event of Default;
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(o)
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“ 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.
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(p)
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“ 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
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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.
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(q)
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“ Permits ”
means licenses, authorizations, consents, certificates,
registrations, exemptions, permits and other approvals, obtained
from or required by a Governmental Authority.
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(r)
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“ Permitted
Encumbrances ” means, with respect to any Person, the
following:
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(i)
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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;
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(ii)
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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;
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(iii)
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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;
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(iv)
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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
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(v)
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other Encumbrances expressly
agreed to in writing by the Lender,
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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.
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(s)
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“ 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;
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(t)
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“ Property ”
means, with respect to any person, any or all of its undertaking,
property and assets.
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(u)
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“ 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.
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(v)
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“ 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;
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(w)
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“ 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.
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(x)
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“ 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.
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(y)
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“ $ ”, “
US Dollars ” and “ USD$ ” mean
lawful money of the United States.
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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.
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(a)
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Corporate
and Securities Matters
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(i)
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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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