Facility Agreement

Lender Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date and Parties

This Facility Agreement (the “Agreement”) is made on this {{date_of_agreement}}

BETWEEN:

{{lender_name}}, a company duly incorporated under the laws of {{lender_jurisdiction}} with company registration number {{lender_registration_number}}, and having its registered office at {{lender_address}} (the “Lender”);

AND

{{borrower_name}}, a company duly incorporated under the laws of {{borrower_jurisdiction}} with company registration number {{borrower_registration_number}}, and having its registered office at {{borrower_address}} (the “Borrower”).

(Each a “Party” and collectively, the “Parties”).

Background

A. The Borrower has requested a loan facility from the Lender to finance {{purpose_of_loan_facility_brief_description}}.

B. The Lender has agreed to provide such a facility to the Borrower on the terms and conditions set out in this Agreement.

The Facility

1.1. Facility Amount: The Lender agrees to make available to the Borrower a {{facility_type}} facility in the principal amount of {{currency}} {{facility_amount}} (the “Facility”).

1.2. Purpose: The Borrower shall use the Facility solely for {{detailed_purpose_of_facility}}.

1.3. Availability Period: The Facility shall be available for drawdown during the period commencing on {{start_date_availability_period}} and ending on {{end_date_availability_period}}.

Interest

2.1. Interest Rate: Interest shall accrue on the drawn but unpaid principal amount of the Facility at a rate of {{interest_rate_percentage}}% per annum.

2.2. Default Interest: Without prejudice to any other rights of the Lender, if the Borrower fails to pay any amount payable under this Agreement on its due date, default interest shall accrue on the overdue amount from the due date until the date of actual payment (both before and after judgment) at a rate of {{default_interest_rate_percentage}}% per annum above the Interest Rate, compounded {{compounding_frequency}}.

Repayment

3.1. Repayment Schedule: The Borrower shall repay the principal amount of the Facility, together with all accrued interest, in {{number_of_repayments}} instalments, each of {{currency}} {{instalment_amount}}, commencing on {{first_repayment_date}} and on the {{day_of_month_repayment_is_due}} day of each subsequent {{repayment_frequency}} thereafter until {{final_repayment_date}}.

3.2. Prepayment: The Borrower may, with the prior written consent of the Lender, prepay all or part of the Facility at any time, subject to a prepayment fee of {{prepayment_fee_percentage}}% of the amount prepaid.

Representations and Warranties

4.1. The Borrower represents and warrants to the Lender that on the date of this Agreement and on each Drawdown Date:

a. It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

b. It has the corporate power and authority to enter into and perform its obligations under this Agreement.

c. The execution and performance of this Agreement do not violate its constitutional documents or any applicable law.

d. All information provided to the Lender in connection with this Agreement is true, accurate, and complete in all material respects.

Covenants

5.1. Affirmative Covenants: The Borrower undertakes to:

a. Maintain its corporate existence and good standing.

b. Comply with all applicable laws and regulations.

c. Provide the Lender with its audited financial statements within {{number_of_days}} days of its financial year-end.

5.2. Negative Covenants: The Borrower undertakes not to:

a. Incur any additional indebtedness exceeding {{currency}} {{maximum_additional_indebtedness}} without the Lender's prior written consent.

b. Create or permit to subsist any security interest over its assets without the Lender's prior written consent, other than those created in the ordinary course of business.

Events of Default

6.1. Each of the following events shall constitute an event of default (an “Event of Default”):

a. Failure by the Borrower to pay any amount payable under this Agreement when due.

b. Breach by the Borrower of any representation, warranty, or covenant contained in this Agreement.

c. Insolvency or bankruptcy of the Borrower.

d. Cross-default: Any indebtedness of the Borrower exceeding {{currency}} {{cross_default_threshold}} becomes due and payable as a result of an event of default.

Governing Law and Jurisdiction

7.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

7.2. The Parties irrevocably agree that the courts of {{jurisdiction_for_disputes}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Signatures

IN WITNESS WHEREOF, the Parties have executed this Facility Agreement on the date first above written.

For and on behalf of {{lender_name}}:

___________________________

Name: {{lender_signatory_name}}

Title: {{lender_signatory_title}}

For and on behalf of {{borrower_name}}:

___________________________

Name: {{borrower_signatory_name}}

Title: {{borrower_signatory_title}}