INTRA-GROUP LOAN AGREEMENT
 

THIS AGREEMENT is made on [PLEASE INSERT]

BETWEEN:

(1)       [PLEASE INSERT], a company incorporated in [PLEASE INSERT]  and having its registered office at [PLEASE INSERT] (the "Borrower"); and

(2)       [PLEASE INSERT] a company incorporated in [PLEASE INSERT]  and having its registered office at [PLEASE INSERT] (the "Lender").

WHEREAS:

(A)      [Name of Borrower] is a [wholly owned] subsidiary of [Name of Lender] which intends to [finance/ acquire...].

(B)       The Lender proposes to make available to the Borrower a loan facility on the terms and conditions set out below for the purposes of financing [PLEASE INSERT].

NOW IT IS HEREBY AGREED:

1.         Purpose

Under this Agreement, the Lender agrees to lend, on the date hereof, the amount of [PLEASE INSERT]  (the "Loan") in principal to the Borrower. The Loan will be used by the Borrower solely for the purposes set out in recital (B) to this Agreement.

2.         Repayment

The Loan will be repayable on demand by the Lender (unless otherwise agreed with the Borrower). In this regard, it is not the present intention of the Lender to demand repayment of a Loan without the Borrower first having sufficient funds to enable repayment of the Loan to be made.

3.         Interest

The Loan will accrue interest at the rate of [PLEASE INSERT] (or at a rate from time to time agreed in writing by the Borrower and the Lender).

4.         Assignment

This Agreement inures to the benefit of each party hereto or any of its successors or assignees. Neither party may assign or transfer all or any of its rights under this Agreement without the prior written consent of the other, save that the Lender may assign the benefit of this Agreement by way of security.

5.         Governing law

This Agreement will be governed by and shall be construed in accordance with the laws of [PLEASE INSERT]. The parties hereby irrevocably submit to the exclusive jurisdiction of the [PLEASE INSERT] court. For this purposes, the parties elect domicile at the registered office of the Lender.

The Borrower

By: _________________________

Name:

The Lender

By:___________________________

Name: