AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF MARCH 13, 2014
Between:
Uranium Energy Corp.
as Borrower
SOUTH TEXAS MINING VENTURE, L.L.P.,
URN TEXAS GP, LLC and
URN SOUTH TEXAS PROJECT, LTD.
as Guarantors
SPROTT RESOURCE LENDING PARTNERSHIP
as Agent
- and -
THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO
as Lenders
TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION
2
DEFINITIONS
2
SUBDIVISIONS, TABLE OF CONTENTS AND HEADINGS
19
REFERENCES TO BODIES CORPORATE, STATUTES, CONTRACTS
19
CURRENCY
19
USE OF THE WORDS "BEST KNOWLEDGE"
20
GOVERNING LAW
20
PARAMOUNTCY
20
INTERPRETATION
20
TIME OF ESSENCE
20
AMENDMENT AND RESTATEMENT
20
OTHER FACILITY DOCUMENTS
20
CONTINUATION OF EXISTING DRAWDOWNS
21
ARTICLE 2 THE FACILITY
21
THE FACILITY
21
NON-REVOLVEMENT
22
NOTICE OF BORROWING
22
TERM
22
USE OF PROCEEDS OF THE FACILITY
22
INTEREST AND STANDBY FEE
22
COMPUTATIONS
23
NO SET-OFF
23
STRUCTURING FEE
23
EXTENSION FEE
24
BONUS SHARES AND WARRANTS
24
ANNIVERSARY BONUS SHARES
28
ANNUAL FEE
29
EXTENSION FEE SHARES
30
ADMINISTRATION MATTERS RE: PAYMENTS
30
FUNDING OF INITIAL ADVANCE
30
FUNDING OF SUBSEQUENT ADVANCES
30
FAILURE OF LENDER TO FUND ADVANCE
31
TIME AND PLACE OF PAYMENTS
32
REMITTANCE OF PAYMENTS
32
EVIDENCE OF INDEBTEDNESS
32
AGENT'S DISCRETION TO ALLOCATE
33
ARTICLE 3 PREPAYMENT, REPAYMENT AND REDUCTIONS
33
SCHEDULED REPAYMENTS AND MANDATORY PREPAYMENT
33
VOLUNTARY REDUCTION
34
ARTICLE 4 SECURITY
34
SECURITY DOCUMENTS
34
REGISTRATION OF THE SECURITY
35
AFTER ACQUIRED PROPERTY AND FURTHER ASSURANCES
35
ADDITIONAL GUARANTORS
35
ARTICLE 5 CONDITIONS PRECEDENT
35
CONDITIONS PRECEDENT TO THE INITIAL ADVANCE
35
CONDITIONS PRECEDENT TO THIS AMENDMENT AND RESTATEMENT BECOMING EFFECTIVE AND
THE SECOND ADVANCE
38
CONDITIONS PRECEDENT TO THE THIRD ADVANCE
39
WAIVER
41
ARTICLE 6 REPRESENTATIONS AND WARRANTIES
41
REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES
41
RELIANCE AND REPETITION
52
SURVIVAL AND INCLUSION
52
ACKNOWLEDGEMENTS AND COVENANTS OF THE LENDERS
53
REPRESENTATIONS AND WARRANTIES OF THE LENDERS
54
CONSENT TO DISCLOSURE OF CERTAIN INFORMATION
55
ARTICLE 7 COVENANTS OF THE CREDIT PARTIES
56
POSITIVE COVENANTS
56
NEGATIVE COVENANTS
60
REIMBURSEMENT OF EXPENSES
63
AGENT MAY PERFORM COVENANTS
63
ARTICLE 8 DEFAULT AND ENFORCEMENT
63
EVENTS OF DEFAULT
63
ACCELERATION ON DEFAULT
67
WAIVER OF DEFAULT
67
ENFORCEMENT BY THE AGENT
67
SET-OFF
68
AGENT APPOINTED ATTORNEY
68
REMEDIES CUMULATIVE
68
ARTICLE 9 AGENT
68
APPOINTMENT AND AUTHORIZATION OF AGENT
68
INTEREST HOLDERS
69
CONSULTATION WITH COUNSEL
69
DOCUMENTS
69
AGENT AS LENDER
69
RESPONSIBILITY OF AGENT
69
ACTION BY AGENT
69
NOTICE OF EVENTS OF DEFAULT
70
RESPONSIBILITY DISCLAIMED
70
INDEMNIFICATION
71
CREDIT DECISION
71
SUCCESSOR AGENT
71
SUCCESSOR AGENT
71
DELEGATION BY AGENT
72
WAIVERS AND AMENDMENTS
72
DELEGATION BY AGENT CONCLUSIVE AND BINDING
73
ADJUSTMENTS AMONG LENDERS AFTER ACCELERATION
73
REDISTRIBUTION OF PAYMENT
74
DISTRIBUTION OF NOTICES
74
OTHER SECURITY NOT PERMITTED
74
DISCHARGE OF SECURITY
74
DECISION TO ENFORCE SECURITY
75
ENFORCEMENT
75
APPLICATION OF CASH PROCEEDS OF REALIZATION
75
COLLECTIVE ACTION OF LENDERS
76
SURVIVAL
76
ARTICLE 10 NOTICES
76
NOTICE TO THE BORROWER
76
NOTICE TO THE FINANCE