Debentures and Trust Deed

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

DEBENTURES AND TRUST DEED

This Debentures and Trust Deed (hereinafter referred to as "this Deed") is made and entered into on this {{day}} day of {{month}}, {{year}}.

PARTIES

**BETWEEN:**

**{{issuer_company_name}}** (Registration Number: {{issuer_registration_number}}), a company duly incorporated and registered in accordance with the laws of {{jurisdiction}}, with its registered office situated at {{issuer_address}} (hereinafter referred to as "the Issuer");

**AND**

**{{trustee_company_name}}** (Registration Number: {{trustee_registration_number}}), a company duly incorporated and registered in accordance with the laws of {{jurisdiction}}, with its registered office situated at {{trustee_address}} (hereinafter referred to as "the Trustee").

BACKGROUND

A. The Issuer proposes to raise capital by issuing debentures (hereinafter referred to as "the Debentures") to investors.

B. The Issuer has resolved to appoint the Trustee to act as trustee for the benefit of the debenture holders in respect of the Debentures.

C. The Trustee has agreed to act as such trustee upon the terms and conditions hereinafter appearing.

DEFINITIONS AND INTERPRETATIONS

In this Deed, unless the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them:

- **"Debentures"** means the {{currency}} {{amount}} nominal value secured/unsecured debentures of {{currency}} {{denomination}} each, to be issued by the Issuer and constituted by this Deed.

- **"Debenture Holder"** means a person whose name is entered in the register of debenture holders as the holder of a Debenture.

- **"Maturity Date"** means {{maturity_date}}.

- **"Interest Rate"** means {{interest_rate}}% per annum.

- **"Redemption Date"** means {{redemption_date}}.

COVENANTS OF THE ISSUER

The Issuer hereby covenants with the Trustee and the Debenture Holders as follows:

a. To pay the principal sum of the Debentures on the Maturity Date.

b. To pay interest on the principal sum of the Debentures at the Interest Rate, payable {{interest_payment_frequency}} commencing from {{first_interest_payment_date}}.

c. To maintain proper books of accounts and records.

d. To provide the Trustee with access to all relevant information concerning the Debentures as and when reasonably requested.

DUTIES AND POWERS OF THE TRUSTEE

The Trustee shall, in its capacity as trustee for the Debenture Holders, perform the following duties:

a. To enforce the terms and conditions of this Deed for the benefit of the Debenture Holders.

b. To monitor the Issuer's compliance with its obligations under this Deed.

c. To take all necessary steps to protect the interests of the Debenture Holders in the event of default by the Issuer.

d. The Trustee shall have the power to institute legal proceedings on behalf of the Debenture Holders.

EVENTS OF DEFAULT

The occurrence of any of the following events shall constitute an event of default:

a. Failure by the Issuer to pay any principal or interest amount on the due date.

b. Breach by the Issuer of any other covenant or obligation contained in this Deed.

c. Insolvency or winding-up of the Issuer.

d. Any representation or warranty made by the Issuer proving to be untrue or misleading.

GOVERNING LAW AND JURISDICTION

This Deed shall be governed by and construed in accordance with the laws of {{governing_country}}.

Any dispute arising out of or in connection with this Deed shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction_city}}, {{jurisdiction_country}}.

NOTICES

Any notice required to be given under this Deed shall be in writing and shall be served by hand, registered post, or email to the addresses specified for the respective parties at the beginning of this Deed, or to such other address as a party may notify in writing to the other parties.

SIGNATURES

**IN WITNESS WHEREOF**, the parties hereto have executed this Deed on the date first above written.

**FOR THE ISSUER:**

_____________________________

Name: {{issuer_signatory_name}}

Designation: {{issuer_signatory_designation}}

**FOR THE TRUSTEE:**

_____________________________

Name: {{trustee_signatory_name}}

Designation: {{trustee_signatory_designation}}