exv10w12






Exhibit 10.12




Resolution of Board of Directors

(Resolution to Borrow)




By




U.S. GLOBAL INVESTORS, INC.,




a Texas corporation (the “Corporation”).




Dated: February 26, 2009



The Corporation desires to engage in financial transactions from time to time with JPMorgan Chase
Bank, N.A., and its successors and assigns (the “Bank”); and



The Corporation desires to authorize certain of its representatives to engage in these transactions
for the Corporation; and



The Corporation desires to ratify all past transactions and eliminate the necessity of presenting
separate individual resolutions to the Bank in the future; and



The Corporation has found that the transactions authorized by the resolutions are or will be in the
Corporation’s interest and to its financial benefit.



Resolved: That any                     [if this blank is not completed then those authorized herein can act singly on behalf of the Corporation] of
the following named representatives, of this Corporation whose actual signatures are shown below:




	 	 	 	 	 
	Title, if any	 	Printed Name	 	Sign
	 

	 	 
	 	 





are authorized from time to time for the Corporation to enter into any agreements of any nature
with the Bank, and those agreements will bind the Corporation. Specifically, but without
limitation, the authorized person is authorized, empowered, and directed to do the following for
and on behalf of the Corporation:





	1.	 	Borrow and incur any indebtedness, negotiate and procure loans, lines of credit, letters of
credit, discounts, and any other credit
or financial accommodations from the Bank in any form and in any amount and on any terms as
may be agreed upon between

the Corporation and the Bank.
	 
	2.	 	Subordinate, in all respects, any and all present and future indebtedness, obligations,
liabilities, claims, rights, demands, notes
and leases, of any kind which may be owed, now or hereafter, from any person or entity to the
Corporation to all present and
future indebtedness, obligations, liabilities, claims, rights and demands of any kind which
may be owed, now or hereafter, from
such person or entity to the Bank (“Subordinated Indebtedness”), together with subordination
by the Corporation of any and all
security interests, liens and mortgages, of any kind, whether now existing or hereafter
acquired, securing payment of the
Subordinated Indebtedness, all on such terms as may be agreed upon between the Corporation’s
representatives and the Bank
and in such amounts as in his or her judgment should be subordinated.
	 
	3.	 	Mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to the
Bank any property now or hereafter
belonging to the Corporation or in which the Corporation now or hereafter may have an
interest, including without limitation, all
real property and all personal property, tangible or intangible, of the Corporation, as
security for the payment of any credits,
loans, or other financial accommodations so obtained by the Corporation or any promissory
notes so executed, including any
amendments to or modifications, renewals, and extensions of such promissory notes, or any
other or further indebtedness of the
Corporation, however the same may be evidenced. Such property may be mortgaged, pledged,
transferred, endorsed,
hypothecated, or encumbered at the time such loans are obtained or such indebtedness is
incurred, or at any other time or times,
and may be either in addition to or in lieu of any property theretofore mortgaged, pledged,
transferred, endorsed, hypothecated or
encumbered.
	 
	4.	 	Lease personal property as lessee and elect as to tax credit and depreciation deductions.
	 
	5.	 	Sell, assign, pledge or transfer all or any present or future stocks or securities registered
in the Corporation’s name.





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	6.	 	Enter into any agreement for any rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction,
floor transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency swap transaction, currency
option or any other similar transaction, including any option with respect to any of these
transactions, or any combination
thereof, whether linked to one or more interest rates, foreign currencies, commodity prices,
equity prices or other financial
measures.
	 
	7.	 	Draw, endorse, and discount with the Bank all drafts, trade acceptances, promissory notes, or
other evidences of indebtedness
payable to or belonging to the Corporation or in which the Corporation may have an interest,
and either receive cash for the
same or cause such proceeds to be credited to the Corporation’s account with the Bank, or
cause such other disposition of the
proceeds derived therefrom as he or she may deem advisable.
	 
	8.	 	Sign and deliver to the Bank, promissory notes or notes, drafts, acceptances, guaranties,
subordination agreements, assignments,
applications and reimbursement agreements for letters of credit, security agreements,
financing statements, mortgages, deeds of
trust, pledges, hypothecations, transfers, leases and any other instrument or document deemed
necessary or required to carry out
the authority contained in this resolution, and any one or more renewals, extensions,
modifications, refinancings, consolidations
or substitutions of any of the foregoing.
	 
	9.	 	In the case of lines of credit and other extensions of credit, to designate additional or
alternate individuals as being authorized
to request advances and the issuance of letters of credit under such lines, and other
extensions of credit, and to direct the
disposition of such advances.
	 
	10.	 	Negotiate, consent to, and sign any instrument, writing, document or other agreement with the
Bank containing a provision or
provisions for waiver of the right to a trial before a jury; provisions for resolution of any
and all disputes, claims, actions, issues,
complaints, suits, or controversies, of any kind or nature, by arbitration; and provisions
for cognovit, and confession of judgment
and warrant of attorney for any indebtedness, or for any guaranty of indebtedness of the
Company to the Bank.
	 
	11.	 	Do and perform such other acts and things, pay any and all fees and costs, and execute and
deliver such other documents and
agreements as any authorized representative of the Corporation may in his or her discretion
deem reasonably necessary or proper
to carry into effect the provisions of this resolution.




Further Resolved: The Corporation authorizes any one of the persons authorized above or any other
person designated by any of those persons to handle the operation of all credit facilities now or
hereafter provided to the Corporation by the Bank, which operation may be handled in any manner,
whether orally or in writing (including email and other forms of communication) or otherwise. The
Corporation also authorizes the Bank to pay the proceeds of any action taken pursuant to these
resolutions in the manner directed by any of the persons authorized to act, including (but not in
limitation) directing the payment of such proceeds: (i) to any deposit or loan account of the
Corporation; (ii) to the order of any of such persons in an individual capacity; or (iii) to the
individual credit of any such person or the individual credit of any other person; and further to
direct the payment from any of the Corporation’s accounts in satisfaction of any of its
obligations. The Corporation ratifies, confirms and approves all actions previously taken by any
one of the persons authorized to act. The Bank is released from any liability and shall be
indemnified against any loss, liability or expense arising from its reliance on this resolution.



Further Resolved: The authority given is retroactive, and any acts referred to which were
performed prior to the adoption of these resolutions are ratified and affirmed. This resolution
shall be continuing, shall remain in full force and effect, and the Bank may rely on it until
written notice of its revocation shall have been delivered to and received by the Bank. Any such
notice shall not affect any of the Corporation’s agreements or commitments in effect at the time
notice is given. The Corporation does indemnify and hold harmless the Bank from any loss or damage
incurred by the Bank by acting in reliance upon this resolution.



Further Resolved: The Corporation will notify the Bank prior to any (i) change in the
Corporation’s name; (ii) change in the Corporation’s assumed business name(s); (iii) change in the
management of the Corporation; (jv) change in the authorized signers; (v) change in the
Corporation’s chief executive office address; (vi) change in the jurisdiction under which the
Corporation’s business organization is formed or organized; (vii) conversion of the Corporation to
a new or different type of business entity; or (viii) change in any other aspect of the
Corporation that directly or indirectly relates to any agreements between the Corporation and the
Bank. No change in the Corporation’s name will take effect until after the Bank has been notified.



1 Certify that I am the duly elected and qualified Secretary, Assistant Secretary or President of
the Corporation and the keeper of the records and the corporate seal of the Corporation, and that
the above is a true and correct copy of resolutions duly adopted at a meeting of the Board of
Directors of the Corporation held in accordance with its by-laws, or by a legally effective
instrument of action in lieu of a meeting, and that they are in full force and effect. This
resolution now stands of record on the books of the Corporation, and has not been modified or
revoked in any manner whatsoever.




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I Further Certify that the individuals whose signatures appear above have been duly elected and are
presently the incumbents of the offices set next to their respective signatures, and that the
signatures are the genuine original signatures of each respectively.



I Further Certify that all statements and representations made in this resolution are true and
correct.




(Signature)




(Printed Name)




(Title)




(Date Signed)



Complete this section only if the person certifying this resolution by signature and with the
title stated above is the only representative of the Corporation authorized to act on its behalf.
In such case, complete this section by the signature of a different representative or director of
the Corporation.



The undersigned as a representative or director of the Corporation hereby acknowledges the
authority of the person certifying this resolution by the signature and title stated above to act
alone for and on behalf of the Corporation as described in this resolution.




(Signature)




(Printed Name)




(Title)




(Date Signed)




Complete this section only if the Corporation is organized with only one
Officer-Director. 


As permitted by law of the state of incorporation, there arc
no other individuals who are either officers or directors.




(Signature)




(Printed Name)




(Title)




(Date Signed)




3









 










Line of Credit Note




$1,000,000.00 Date:

February 26, 2009



Promise to Pay. On or before May 31, 2010, for value received, U.S. GLOBAL INVESTORS, INC. (the
“Borrower”) promises to pay to JPMorgan Chase Bank, N.A., whose address is 1020 NE Loop 410, Suite
100, San Antonio, TX 78209 (the “Bank”) or order, in lawful money of the United States of America,
the sum of One Million and 00/100 Dollars ($1,000,000.00) or so much thereof as may be advanced
and outstanding, plus interest on the unpaid principal balance computed on the basis of the actual
number of days elapsed in a year of 360 days unless that calculation would result in a usurious
interest rate, in which case interest will be calculated on the basis of a 365 or 366 day year, as
the case may be at the rate of 0% per annum (the “Applicable Margin”) above the CB Floating Rate
(the interest rate of this Note on any day is referred to herein as the “Note Rate”), and at the
rate of 3.00% per annum above the Note Rate, at the Bank’s option, upon the occurrence of any
default under this Note, whether or not the Bank elects to accelerate the maturity of this Note,
from the date such increased rate is imposed by the Bank.



In no event shall the interest rate exceed the maximum rate allowed by law. Any interest payment
that would for any reason be unlawful under applicable law shall be applied to principal.



Interest will be computed on the unpaid principal balance from the date of each borrowing.



Until maturity, the Borrower will pay consecutive monthly installments of interest only commencing
April 1, 2009.



The Borrower shall make all payments on this Note and the other Related Documents, without setoff,
deduction, or counterclaim, to the Bank at the Bank’s address above or at such other place as the
Bank may designate in writing. If any payment of principal or interest on this Note shall become
due on a day that is not a Business Day, the payment will be made on the next succeeding Business
Day. Payments shall be allocated among principal, interest and fees at the discretion of the Bank
unless otherwise agreed or required by applicable law. Acceptance by the Bank of any payment that
is less than the payment due at that time shall not constitute a waiver of the Bank’s right to
receive payment in full at that time or any other time.



Interest Rate Definitions. As used in this Note, the following terms have the following respective
meanings:





	1.	 	“Adjusted One Month LIBOR Rate” means, for any day, the sum of (i) 2.50% per annum plus (ii)
the quotient of (a) the interest
rate determined by the Bank by reference to the Page to be the rate at approximately 11:00 a.m.
London time, on such date or, if
such date is not a Business Day, on the immediately preceding Business Day for dollar deposits
with a maturity equal to one (1)
month, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to
dollar deposits in the London
interbank market with a maturity equal to one (1) month.
	 
	2.	 	“Business Day” means (i) with respect to the Adjusted One Month LIBOR Rate, a day (other than
a Saturday or Sunday) on
which banks generally are open in Texas and/or New York for the conduct of substantially all of
their commercial lending
activities and on which dealings in United States dollars are carried on in the London interbank
market and (ii) for all other
purposes, a day other than a Saturday, Sunday or any other day on which national banking
associations are authorized to be
closed.
	 
	3.	 	“CB Floating Rate” means the Prime Rate; provided that the CB Floating Rate shall, on any
day, not be less than the Adjusted
One Month LIBOR Rate. The CB Floating Rate is a variable rate and any change in the CB Floating
Rate due to any change in
the Prime Rate or the Adjusted One Month LIBOR Rate is effective from and including the
effective date of such change in the
Prime Rate or the Adjusted One Month LIBOR Rate, respectively.
	 
	4.	 	“Page” means Reuters Screen LIBOR01, formerly known as Page 3750 of the Moneyline Telerate
Service (together with any
successor or substitute, the “Service”) or any successor or substitute page of the Service
providing rate quotations comparable to
those currently provided on such page of the Service, as determined by the Bank from time to
time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market.
	 
	5.	 	“Prime Rate” means the rate of interest per annum announced from time to time by the Bank as
its prime rate. The Prime Rate is
a variable rate and each change in the Prime Rate is effective from and including the date the
change is announced as being
effective. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE THE BANK’S LOWEST RATE.





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	6.	 	“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as
from time to time in effect and
any successor thereto or other regulation or official interpretation of said Board of Governors
relating to reserve requirements
applicable to member banks of the Federal Reserve System.
	 
	7.	 	“Reserve Requirement” means the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and
other reserves) which is imposed under Regulation D.




Authorization for Direct Payments (ACH Debits). To effectuate any payment due under this Note or
under any other Related
Documents, the Borrower hereby authorizes the Bank to initiate debit entries to Account Number
          at the Bank and to debit the same to such account. This authorization to initiate debit entries
shall remain in full force and effect until the Bank has received written notification of its
termination in such time and in such manner as to afford the Bank a reasonable opportunity to act
on it. The Borrower represents that the Borrower is and will be the owner of all funds in such
account. The Borrower acknowledges: (1) that such debit entries may cause an overdraft of such
account which may result in the Bank’s refusal to honor items drawn on such account until adequate
deposits are made to such account; (2) that the Bank is under no duty or obligation to initiate
any debit entry for any purpose; and (3) that if a debit is not made because the above-referenced
account does not have a sufficient available balance, or otherwise, the payment may be late or
past due.



Late Fee, Any principal or interest which is not paid within 10 days after its due date (whether
as stated, by acceleration or otherwise) shall be subject to a late payment charge of five percent
(5.00%) of the total payment due, in addition to the payment of interest, up to the maximum amount
of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) per late charge. The Borrower agrees
to pay and stipulates that five percent (5.00%) of the total payment due is a reasonable amount
for a late payment charge. The Borrower shall pay the late payment charge upon demand by the Bank
or, if billed, within the time specified.



Purpose of Loan. The Borrower acknowledges and agrees that this Note evidences a loan for a
business, commercial, agricultural or similar commercial enterprise purpose, and that no advance
shall be used for any personal, family or household purpose. The proceeds of the loan shall be
used only to support accounts receivable.



Credit Facility. The Bank has approved a credit facility to the Borrower in a principal amount not
to exceed the face amount of this Note. The credit facility is in the form of advances made from
time to time by the Bank to the Borrower. This Note evidences the Borrower’s obligation to repay
those advances. The aggregate principal amount of debt evidenced by this Note is the amount
reflected from time to time in the records of the Bank. Until the earliest to occur of maturity,
any default, event of default, or any event that would constitute a default or event of default
but for the giving of notice, the lapse of time or both, the Borrower may borrow, pay down and
reborrow under this Note subject to the terms of the Related Documents.



Renewal and Extension. This Note is given in replacement, renewal and/or extension of, but not in
extinguishment of the indebtedness evidenced by, that Line of Credit Note dated June 3, 2005
executed by the Borrower in the original principal amount of One Million and 00/100 Dollars
($1,000,000.00), including previous renewals or modifications thereof, if any (the “Prior Note” and
together with all loan agreements, credit agreements, reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other
instrument or document executed in connection with the Prior Note, the “Prior Related Documents”),
and is not a novation thereof. All interest evidenced by the Prior Note shall continue to be due
and payable until paid. The Borrower fully, finally, and forever releases and discharges the Bank
and its successors, assigns, directors, officers, employees, agents, and representatives (each a
“Bank Party”) from any and all causes of action, claims, debts, demands, and liabilities, of
whatever kind or nature, in law or equity, of the Borrower, whether now known or unknown to the
Borrower (i) in respect of the Liabilities evidenced by the Prior Note and the Prior Related
Documents, or of the actions or omissions of any Bank Party in any manner related to the
Liabilities evidenced by the Prior Note or the Prior Related Documents and (ii) arising from events
occurring prior to the date of this Note (“Claims”); provided, however, that the foregoing RELEASE
SHALL INCLUDE ALL CLAIMS ARISING OUT OF THE NEGLIGENCE OF ANY BANK PARTY, but not the gross
negligence or willful misconduct of any Bank Party. If applicable, all Collateral continues to
secure the payment of this Note and the Liabilities. The provisions of this Note are effective on
February 1, 2009.



Usury. The Bank does not intend to charge, collect or receive any interest that would exceed the
maximum rate allowed by law. If the effect of any applicable law is to render usurious any amount
called for under this Note or the other Related Documents, or if any amount is charged or received
with respect to this Note, or if any prepayment by the Borrower results in the payment of any
interest in excess of that permitted by law, then all excess amounts collected by the Bank shall
be credited on the principal balance of this Note (or, if this Note and all other indebtedness
arising under or pursuant to the other Related Documents shall have been paid in full, refunded to
the Borrower), and the provisions of this Note and the other Related Documents shall immediately
be deemed reformed and the amounts thereafter collectable reduced, without the necessity of the
execution of any new document, so as to comply with the then applicable law. All sums paid, or
agreed to be paid, by the Borrower for the use, forbearance, or detention of money under this Note
or the other Related Documents shall, to the maximum extent permitted by applicable law, be
amortized, prorated, allocated and




5









 




spread throughout the full term of such indebtedness until payment in full so that the rate or
amount of interest on account of such indebtedness does not exceed the usury ceiling from time to
time in effect and applicable to such indebtedness for so long as such indebtedness is
outstanding. To the extent federal law permits the Bank to contract for, charge or receive a
greater amount of interest, the Bank will rely on federal law instead of the Texas Finance Code.
To the extent that Chapter 303 of the Texas Finance Code is applicable to this Note, the “weekly
ceiling” specified in Chapter 303 is the applicable ceiling.



Inability to Determine Interest Rate. If the Bank determines on any day that quotations of
interest rates for the relevant deposits referred to in the definition of Adjusted One Month LIBOR
Rate are not being provided for purposes of determining the interest rate on any advance on any
day, then each advance evidenced by this Note shall bear interest at the Prime Rate plus the
Applicable Margin until the Bank determines that quotations of interest rates for the relevant
deposits referred to in the definition of Adjusted One Month LIBOR Rate are being provided.



Miscellaneous. This Note binds the Borrower and its successors, and benefits the Bank, its
successors and assigns. Any reference to the Bank includes any holder of this Note. This Note is
subject to that certain Credit Agreement by and between the Borrower and the Bank, dated June 3,
2005, and all amendments, restatements and replacements thereof (the “Credit Agreement”) to which
reference is hereby made for a more complete statement of the terms and conditions under which the
loan evidenced hereby is made and is to be repaid. The terms and provisions of the Credit Agreement
are hereby incorporated and made a part hereof by this reference thereto with the same force and
effect as if set forth at length herein. No reference to the Credit Agreement and no provisions of
this Note or the Credit Agreement shall alter or impair the absolute and unconditional obligation
of the Borrower to pay the principal and interest on this Note as herein prescribed. Capitalized
terms not otherwise defined herein shall have the meanings assigned to such terms in the Credit
Agreement.



THIS NOTE AND THE OTHER RELATED DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Borrower:	 	 
	Address:	 	7900 Callaghan Road	 	U.S. INVEST	 	 
	 

	 	San Antonio, TX 7S229	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Frank E. Holmes	 	 
	 

	 	 	 	 	 	 

Frank E. Holmes
	 	 Chief
Executive Officer
	 

	 	 	 	 	 	Printed Name
	 	Title
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Date Signed:	 	 





The Bank is executing this Note for the purpose of acknowledging and agreeing to the
notice given under §26.02 of the Texas Business and Commerce Code and the Bank’s failure
to execute or authenticate this Note will not invalidate this Note,




	 	 	 	 	 	 	 
	Bank:	 	 	 	 
	 
	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Riquelme	 	 	 	 
	 	 	  	 	 
	 

	 	John Riquelme
	 	V.P.	 	 
	 

	 	Printed Name
	 	Title	 	 






6









 










Amendment to Credit Agreement



This agreement is dated as of February 26, 2009, by and between U.S. GLOBAL INVESTORS, INC. (the
“Borrower”) and JPMorgan Chase Bank, N.A. (together with its successors and assigns the “Bank”).
The provisions of this agreement are effective on February 1, 2009 (the “Effective Date”),



WHEREAS, the Borrower and the Bank entered into a credit agreement dated June 3, 2005, as amended
(if applicable) (the “Credit Agreement”); and



WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit Agreement as set
forth in this agreement;



NOW, THEREFORE, in mutual consideration of the agreements contained herein and for other good and
valuable consideration, the parties agree as follows:





	1.	 	DEFINED TERMS. Capitalized terms used in this agreement shall have the same meanings as in
the Credit Agreement,
unless otherwise defined in this agreement.
	 
	2.	 	MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows from and
after the
Effective Date:






	 	2.1	 	The provision in the Credit Agreement captioned “1.3 Borrowing Base” is hereby deleted.
	 
	 	2.2	 	The provision in the Credit Agreement under Section 4.2 captioned “K.
Liquidity1” is hereby amended and restated
to read as follows:






K. Liquidity. Permit at any time its total of cash, marketable securities and
accounts receivable (net of
reserves), to be less than $5,000,000.00.




	3.	 	RATIFICATION, The Borrower ratifies and reaffirms the Credit Agreement and the Credit
Agreement shall remain in full
force and effect as modified by this agreement.
	 
	4.	 	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that (a) the
representations and warranties contained in the Credit Agreement are true and correct in all
material respects as of the date of
this agreement, (b) no condition, event, act or omission which could constitute a default or
an event of default under the
Credit Agreement, as modified by this agreement, or any other Related Document exists, and
(c) no condition, event, act or
omission has occurred and is continuing that with the giving of notice, or the passage of
time or both, would constitute a
default or an event of default under the Credit Agreement, as modified by this agreement, or
any other Related Document.
	 
	5.	 	FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in
connection with this agreement, including legal fees incurred by the Bank in the preparation,
consummation, administration and enforcement of this agreement.
	 
	6.	 	EXECUTION AND DELIVERY. This agreement shall become effective only after it is fully executed
by the Borrower and the Bank, and the Bank shall have received from the Borrower the following
documents: Line of Credit Note.
	 
	7.	 	ACKNOWLEDGEMENTS OF BORROWER / RELEASE. The Borrower acknowledges that as of the date of this
agreement it has no offsets with respect to all amounts owed by the Borrower to the Bank
arising under or related to the
Credit Agreement, as modified by this agreement, or any other Related Document on or prior to
the date of this agreement. The Borrower fully, finally and forever releases and discharges
the Bank, its successors and assigns and their respective directors, officers, employees,
agents and representatives (each a “Bank Party”) from any and all claims, causes of action,
debts, demands and liabilities, of whatever kind or nature, in law or in equity, of the
Borrower, whether now known or unknown to the Borrower, which may have arisen in connection
with the Credit Agreement or the actions or omissions of any Bank Party related to the Credit
Agreement on or prior to the date hereof. (“Claims”); provided, however, that the foregoing
RELEASE SHALL INCLUDE ALL CLAIMS ARISING OUT OF THE NEGLIGENCE OF ANY BANK PARTY, but not the
gross negligence or willful misconduct of any Bank Party. The Borrower acknowledges and
agrees that this agreement is limited to the terms outlined above, and shall not be construed
as an agreement to change any other terms or provisions of the Credit Agreement. This
agreement shall not establish a course of dealing or be





7









 






construed as evidence of any willingness on the Bank’s part to grant other or future
agreements, should any be requested.




	8.	 	INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Credit
Agreement, as modified by this agreement, and the other Related Documents contain the complete
understanding and
agreement of the Borrower and the Bank in respect of the Credit Facilities and supersede all
prior understandings and
negotiations. No provision of the Credit Agreement, as modified by this agreement, or the
other Related Documents, may be
changed, discharged, supplemented, terminated, or waived except in a writing signed by the
party against whom it is being
enforced.
	 
	9.	 	Governing Law and Venue. This agreement shall be governed by and construed in accordance with
the laws of the State of Texas (without giving effect to its laws of conflicts). The Borrower
agrees that any legal action or proceeding with respect to any of its obligations under this
agreement may be brought by the Bank in any state or federal court located in the State of
Texas, as the Bank in its sole discretion may elect. By the execution and delivery of this
agreement, the Borrower submits to
and accepts, for itself and in respect of its property, generally and unconditionally, the
non-exclusive jurisdiction of those
courts. The Borrower waives any claim that the State of Texas is not a convenient forum or
the proper venue for any such
suit, action or proceeding.
	 
	10.	 	NOT A NOVATION. This agreement is a modification only and not a novation. Except as expressly
modified by this
agreement, the Credit Agreement, any other Related Documents, and all the terms and
conditions thereof, shall be and remain in full force and effect with the changes herein
deemed to be incorporated therein. This agreement is to be considered
attached to the Credit Agreement and made a part thereof. This agreement shall not release or
affect the liability of any
guarantor of any promissory note or credit facility executed in reference to the Credit
Agreement or release any owner of
collateral granted as security for the Credit Agreement. The validity, priority and
enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any
provision of this agreement conflicts with any term or condition set forth in the Credit
Agreement, or any other Related Documents, the provisions of this agreement shall supersede
and control. The Bank expressly reserves all rights against all parties to the Credit
Agreement and the other Related Documents.




THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	 	 	Borrower:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. GLOBAL INVESTORS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Frank E. Holmes	 	 
	 
	 	 	 	 

	 	 
	 

	 	 	 	 
	 	 
	 	 	Frank E. Holmes
Chief Executive Officer	 	 
	 	 	Printed Name	 	 
	 	 	Date Signed: 5/29/09	 	 
	 
	 	 	 	 	 	 
	 	 	Bank:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N. A.	 	 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Riquelme


	 
	 
	 	 	 	

John Riquelme
	V.P.	 
	 
	 	 	 	 	 	 
	 
	 	 	 	Printed Name	Title	 






Date Signed: 6-2-09




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