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Execution Copy] FIRST AMENDED AND RESTATED CREDIT AGREEMENT This Agreement dated

Key Takeaway: AMENDED AND RESTATED CREDIT AGREEMENT This Agreement dated September 4, 2019 AURORA CANNABIS INC. THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Administrative Agent as Lead Arranger and Sole Bookrunner For good and valuable consideration, the receipt and suffic

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AMENDED AND RESTATED CREDIT AGREEMENT
This Agreement dated September 4, 2019
AURORA CANNABIS INC.
THE LENDERS FROM TIME TO TIME
PARTY TO THIS AGREEMENT
as Administrative Agent
as Lead Arranger and Sole Bookrunner
For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
In this Agreement, the words and phrases
set out in the CBA Model Provisions (as hereinafter defined) shall have the respective meanings set forth therein (subject to section
12.01 hereof). In addition, the following words and phrases shall have the respective meanings set forth below:
"2018 Convertible Debentures"
means the 5.0% convertible debentures due March 9, 2020 issued by the Borrower pursuant to the trust indenture made between the
Borrower and Computershare Trust Company of Canada dated March 9, 2018 (defined in the 2018 Credit Agreement as the "Convertible
"2018 Credit Agreement"
means the credit agreement among the parties hereto dated August 29, 2018, as amended prior to the date hereof.
"2019 Convertible Notes"
means the 5.50% convertible notes due February 28, 2024 issued by the Borrower pursuant to the trust indenture made between the
Borrower and GLAS Trust Company LLC dated January 24, 2019.
means the earlier of (i) the date of the occurrence of an Insolvency Event in respect of any Material Company; and (ii) the date
on which the Borrower fails to repay all or any portion of the Obligations pursuant to an Acceleration Notice issued by the Agent.
"Acceleration Notice"
is defined in section 10.02.
"Acceptable Appraisal"
in respect of any Owned Property or Material Leased Property means an up-to-date appraisal by an AACI appraiser in form and substance
satisfactory to the Lenders (or the Facility C Lenders or Facility D Lenders if so specified) which considers the following approaches
to value: fair market, cost, and comparable and alternate use value on a hypothetical best use facility; together with a transmittal
letter from such appraiser addressed to the Agent which permits the Agent and the Lenders to rely thereon.
means (a) a purchase or other acquisition by a Company of all or substantially all of the assets (or any division or business line
thereof) of any Person, or (b) a purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by any
Company of all or substantially all of the shares or other equity interests in any Person.
"Acquisition Cash Outlay"
means, in respect of any Acquisition, the aggregate of (i) the purchase price for such Acquisition (whether payable at the time
of completion thereof or at any future time) excluding any portion thereof which is satisfied entirely by the issuance of equity
shares of the Borrower or unsecured convertible debentures of the Borrower which constitute Subordinated Debt, plus (ii) the aggregate
amount of Funded Debt assumed in connection with such Acquisition.
at any time means GAAP in effect at such time as if IFRS 16 had not been implemented.
"Adjusted Total Funded
Debt" means, at any time, the Total Funded Debt at such time less the Borrower's indebtedness under the 2018 Convertible
Debentures at such time.
"Adjusted Total Funded
Debt to EBITDA Ratio" means, at any time, the ratio of (i) Adjusted Total Funded Debt at such time to (ii) EBITDA in
the immediately preceding twelve (12) month period.
an extension of credit by one or more of the Lenders to the Borrower pursuant to this Agreement, including for greater certainty
an extension of credit in the form of a Loan, a Bankers' Acceptance, a BA Equivalent Loan or the issuance of a Letter of Credit.
is defined in the CBA Model Provisions.
BMO in its capacity as the administrative agent hereunder, and its successors in such capacity.
means this credit agreement (including the Exhibits and Schedules) as it may be amended, supplemented, replaced or restated from
time to time; and each reference herein to "this Agreement", "the date hereof", "the date of this Agreement"
and similar references are references to this amended and restated credit agreement and not to the 2018 Credit Agreement
"Aggregate Actual Hedge
Liability" means, on any date of determination, the net aggregate amount of the Borrower's liability under all Hedge Transactions
outstanding on such date in the event of a default or termination thereunder, calculated in accordance with the terms thereof (and
for greater certainty, determined after netting any amounts payable to the Borrower thereunder against amounts payable by the Borrower
"Amendment Closing Date"
means the date on which all conditions precedent listed in section 9.01 herein have been satisfied, as confirmed by the Agent to
the Borrower in writing.
means all anti-money laundering, anti-terrorist financing, government sanction and "know your client" Laws in effect
in any jurisdiction in which any Company carries on business or owns assets, including any guidelines or orders thereunder, specifically
including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
"Annual Business Plan"
is defined in section 7.04(e).
is defined in the CBA Model Provisions.
means, in respect of any Availment Option and in respect of any Fiscal Quarter, the percentage in the column relating to such Availment
Option in the following table which corresponds to the applicable Adjusted Total Funded Debt to EBITDA Ratio in respect of such
Fiscal Quarter, which percentage shall be subject to adjustment from time to time as provided in section 5.01(d); provided that
until the Conversion Date the Applicable Margin for each Availment Option shall be based on pricing level 5 in the table below:
Pricing Level Adjusted Total Funded Debt to EBITDA Prime Rate Loan Bankers' Acceptance / BA Equivalent Loan / Letter of Credit Standby Fee
1 < 2.00:1 1.00% 2.25% 0.45%
2 > 2.00:1 < 2.50:1 1.25% 2.50% 0.50%
3 > 2.50:1 < 3.00:1 1.50% 2.75% 0.55%
4 > 3.00:1 < 3.50: 1 1.75% 3.00% 0.60%
5 > 3.50:1 2.00% 3.25% 0.65%
has the meaning ascribed thereto in the Canada Business Corporations Act.
"Aurora Sky Property"
means the Material Leased Property municipally known as 4903 36th Street East, Edmonton International Airport, Alberta leased by
1769474 Alberta Ltd. (a wholly-owned Subsidiary of the Borrower) as tenant from Edmonton Regional Airports Authority as landlord
pursuant to a lease dated May 1, 2017.
"Aurora Sun Project"
means the construction of a 1.62 million square foot cannabis facility located on the Aurora Sun Property.
"Aurora Sun Project Budget"
means the construction budget prepared by the Borrower and delivered to the Lenders providing for Aurora Sun Project Construction
Costs in the amount of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ [Redacted
- construction budget]
Construction Costs" means construction costs (for greater certainty including hard costs and soft costs) incurred in
connection with the Aurora Sun Project.
Equipment Costs" means costs incurred in connection with the Aurora Sun Project other than Aurora Sun Project Construction
"Aurora Sun Project General
Contract" means the construction agreement dated April 20, 2018 between 2105657 Alberta Ltd., as owner and Dawson Wallace
Construction Ltd., as contractor, as such agreement may be amended, restated or replaced from time to time.
"Aurora Sun Project Monitor"
means Altus Group or such other quantity surveyor or project monitor in respect of the Aurora Sun Project appointed by the Agent
upon the instructions of the Required Lenders.
Account" means account no. _ _ _ _ _ _ _ established by the Borrower with
Bank of Montreal, or such other bank account designated in writing by the Agent and the Borrower from time to time as the operating
account for the Aurora Sun Project. [Redacted - account details]
"Aurora Sun Property"
means the Owned Property municipally known as 310 Box Springs Way NW, Medicine Hat, Alberta owned by 2105657 Alberta Ltd. (a wholly-owned
Subsidiary of the Borrower).
"Aurora Sun Substantial
Completion Date" means the date, as confirmed by the Aurora Sun Project Monitor, which is forty-six (46) days after the
date on which a certificate of substantial performance of the Aurora Sun Project General Contract has been published as set out
in the Builder's Lien Act (Alberta), provided that on such date there are no builders' liens registered against
title to the Aurora Sun Property.
Last updated: Jun 12, 2020