[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-credit-agreement-D416":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":23},"CREDIT AGREEMENT This Credit Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BANK NAME] (the \"Lender\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Borrower wishes to borrow certain monies from the Lender, and the Lender is prepared to lend monies to the Borrower on the terms and conditions herein contained. NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS: 1. INTERPRETATION 1.1 Definitions The following words and expressions, wherever used in this Agreement or in its Schedules, or in any deed of agreement supplement or ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the following meanings: 1.1.1 \"Advance\" means any advance by the Lender under the Term Commitment or under the Operating Commitment; 1.1.2 \"Affiliate\" means any Person, which is directly, or indirectly controlling, is controlled by, or is under direct or indirect common control with the Borrower. A Person shall be deemed to control a corporation or a limited partnership if such person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such corporation, limited partnership or general partner of such limited partnership, as the case may be, whether through the ownership of voting securities, by contract, or otherwise; 1.1.3 \"Agreement\", \"this Agreement\", \"these presents\", \"herein\", \"hereby\", \"hereunder\", and similar expressions refer to the present Agreement and any accompanying Schedules and include any and every deed of instrument which is supplementary or ancillary hereto or in implementation hereof, the whole as same may be amended from time to time; 1.1.4 \"Available Operating Commitment\" means, as at any time, as determined by the Lender, the difference between: 1.1.4.1 an amount being the lesser of: 1.1.4.1.1 the Operating Commitment; or 1.1.4.1.2 an amount equal to: 1.1.4.1.2.1 [%] of the book value of such of the Borrower's trade accounts receivable and book debts which are acceptable to the Lender acting reasonably and are outstanding for less than [NUMBER] days, other than accounts receivable and book debts which are being disputed by the debtors thereof or which are owed by any Affiliate of the Borrower; plus 1.1.4.1.2.2 the lesser of [AMOUNT] or [%] of the book value of the Borrower's Inventory, other than Inventory consisting of work-in-process and Inventory located outside of [COUNTRY]; and 1.1.4.2 the Operating Loan. 1.1.5 \"Bank Act Documents\" is the collective reference to: the Notice of Intention to Give Security; the Application for Credit and Promise to Give Security; the Agreement as to Powers of the Lender in relation to all Advances and Securities Held Therefore and the Assignment of Security on all Property of Specified Kinds, all in the form required by the Lender; 1.1.6 \"[COMPANY NAME]\" means [COMPANY NAME]; 1.1.7 \"Company Lease\" means the lease between the Borrower and [COMPANY NAME] wherein certain equipment which was purchased from or on behalf of the Borrower for [AMOUNT] has been leased to the Borrower by [AMOUNT] for a term of [NUMBER] years; 1.1.8 \"Bond\" means the [%] collateral mortgage bond issued pursuant to the Trust Deed and pledged to the Lender pursuant to the Pledge Agreement; 1.1.9 \"Borrower\" refers to [NAME] 1.1.10 \"Borrower's Counsel\" refers to [EMPLOYEE], [EMPLOYEE]; \"Business Day\" means any day excluding Saturday, Sunday and any other day which, in [COUNTRY], is a legal holiday or a day on which banking institutions are authorized by [COUNTRY] law or by local proclamation to close; \"Equipment Lease\" means the lease between the Borrower and [COMPANY] wherein certain equipment which was purchased from or on behalf of the Borrower for [AMOUNT] has been leased to the Borrower by CID for a term of [NUMBER] years; \"Commercial Pledge Agreement\" refers to the commercial pledge agreement referred to in subsection 7.1.8 and as the same may be amended or supplemented from time to time; \"Default\" means any of the events specified in Section 13.1, the occurrence or failure to cure of which constitutes, or with the passage of time or giving of notice or both, would constitute an Event of Default; \"Event of Default\" has the meaning ascribed to it in Section 13.1; \"Guarantee\" means each of the agreements referred to subsection 7.1.9; \"Guarantor\" refers to [GUARANTOR] \"Indebtedness\" includes, for any Person: obligations for borrowed money; obligations representing the deferred purchase price of property or services; obligations, whether or not assumed, secured by Liens in or payable out of the proceeds or production from, property owned by such Person; lease obligations which would be shown as a liability on a balance sheet of such Person; and obligations of another Person of the types set forth above which such Person has guaranteed (except by reason of endorsement for collection in the ordinary course of business) or in respect of which such Person is liable, contingently or otherwise including, without limitation, liable by way of agreement to purchase property or services, to provide funds for payment, to supply funds to or otherwise invest in such other Person, or otherwise to assure a creditor of such other Person against loss; \"Insurance\" is the collective reference to any and all present and future policies of insurance providing the Borrower coverage for its properties, assets and business; \"Inventory\" means the goods, wares, materials and supplies, merchandise, products, products in process, stock-in-trade and on hand described or referred to in the Assignment of Security in all Property of Specified Kinds forming part of the Bank Act Documents; \"[YOUR COUNTRY] Law\" means all applicable provisions of statutes, ordinances, decrees, orders in council, rules, regulations and orders of governmental bodies, treaties and all applicable orders and decrees of courts; \"Lender\" means [COMPANY NAME] and includes any successors or assigns thereof; \"Lien\" means any interest in property or the income or profits therefrom securing an obligation owed to, or claimed by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a lease herein below described) of such property, whether such interest is based on common law, civil [COMPANY NAME], statute or contract, and including, but not limited to, any secured interest, hypothec, mortgage, pledge, lien, claim, charge, cession, transfer, assignment, encumbrance, title retention agreement, lessor's interest under a lease which would be capitalized on a balance sheet of the owner of such property or analogous instrument in, of, or on any property or the income or profits therefrom of a Person, other than Permitted Encumbrances and Liens included in the ordinary course of business and for the purpose of carrying on same not in connection with the borrowing of money or the obtaining of credit and which do not in the aggregate materially impair the use, the income or profits therefrom, of the property covered thereby in the operation of such Person's business; \"Loan\" means, as at any time, the aggregate of the outstanding amount of any monies advanced by the Lender to, or to the order of, the Borrower pursuant to this Agreement plus any other amounts of principal, interest and accessories due and payable to the Lender hereunder by the Borrower; \"Obligations\" has the meaning ascribed to it in Section 7.1; \"Operating Commitment\" has the meaning ascribed to it in Section 2.1;",null,"Credit Agreement","21",143,"doc","https://templates.business-in-a-box.com/imgs/1000px/credit-agreement-D416.png","https://templates.business-in-a-box.com/imgs/250px/416.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#416.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Business Loans","/templates/business-loan/",{"label":20,"url":21},"credit agreement","Credit Agreement Template","https://templates.business-in-a-box.com/imgs/400px/416.png","https://templates.business-in-a-box.com/imgs/600px/416.png",[28,16,19,22],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":17,"url":18},{"label":35,"url":36},"Business Financing & Loans","/templates/business-financing-and-loans/",[38,42,46,49,53,57,61,65,69,73,77,81,85,101,119,132,147,163],{"label":39,"url":40,"thumb":41,"extension":10},"Line Of Credit Agreement","/template/line-of-credit-agreement-D14003","https://templates.business-in-a-box.com/imgs/250px/14003.png",{"label":43,"url":44,"thumb":45,"extension":10},"Revolving Credit Agreement","/template/revolving-credit-agreement-D14051","https://templates.business-in-a-box.com/imgs/250px/14051.png",{"label":39,"url":47,"thumb":48,"extension":10},"/template/line-of-credit-agreement-D13360","https://templates.business-in-a-box.com/imgs/250px/13360.png",{"label":50,"url":51,"thumb":52,"extension":10},"Credit Note","/template/credit-note-D13639","https://templates.business-in-a-box.com/imgs/250px/13639.png",{"label":54,"url":55,"thumb":56,"extension":10},"Credit Repair Agreement","/template/credit-repair-agreement-D13946","https://templates.business-in-a-box.com/imgs/250px/13946.png",{"label":58,"url":59,"thumb":60,"extension":10},"Loan Agreement","/template/loan-agreement-D417","https://templates.business-in-a-box.com/imgs/250px/417.png",{"label":62,"url":63,"thumb":64,"extension":10},"Subordination Agreement","/template/subordination-agreement-D423","https://templates.business-in-a-box.com/imgs/250px/423.png",{"label":66,"url":67,"thumb":68,"extension":10},"Promissory Note Line of Credit","/template/promissory-note-line-of-credit-D435","https://templates.business-in-a-box.com/imgs/250px/435.png",{"label":70,"url":71,"thumb":72,"extension":10},"Promissory Note","/template/promissory-note-D434","https://templates.business-in-a-box.com/imgs/250px/434.png",{"label":74,"url":75,"thumb":76,"extension":10},"Shareholder Loan Agreement","/template/shareholder-loan-agreement-D13239","https://templates.business-in-a-box.com/imgs/250px/13239.png",{"label":78,"url":79,"thumb":80,"extension":10},"Subordinated Loan Agreement","/template/subordinated-loan-agreement-D12877","https://templates.business-in-a-box.com/imgs/250px/12877.png",{"label":82,"url":83,"thumb":84,"extension":10},"Stock Lending Agreement","/template/stock-lending-agreement-D14067","https://templates.business-in-a-box.com/imgs/250px/14067.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":99,"url":100},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[95,98],{"label":96,"url":97},"Legal Agreements","business-legal-agreements",{"label":96,"url":97},"security agreement","/template/security-agreement-D915",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":118},"SECURED LUMP-SUM PROMISSORY NOTE AGREEMENT This Secured Lump-Sum Promissory Note Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the \"Issuer\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the \"Holder\") company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] FOR VALUE RECEIVED, the undersigned Issuer hereby promises to pay to the order of the Holder, the maximum Principal Amount of [PRINCIPAL AMOUNT] together with interest on the unpaid Principal Amount (as defined in this Agreement) outstanding from time to time at the rate (or rates) hereafter specified, and all other sums which may be owing to the Holder by the Issuer hereunder. The terms of the Note are as follows: MATURITY DATE AND PAYMENT TERMS This Note will mature, and be due and payable in full, on [DATE] (the \"Maturity Date\") and shall be paid in the lump sum amount of [LUMP SUM AMOUNT TO BE PAID]. INTEREST From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of [PERCENT OF INTEREST] per annum. On the date that is [NUMBER OF DAYS] days after the date of this Note, the Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [PERCENT OF INTEREST] per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date. SECURITY This Note is Secured by a Security Agreement on the Issuer's Property, described as [PROPERTY DESCRIPTION], hereinafter known as the \"Security,\" which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder's consent until the Maturity Date. If the Issuer breaches this provision, the Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole option to accept the Security as full payment for the Principal Amount without further liabilities or obligations. If the market value of the Security does not exceed the Principal Amount, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. PREPAYMENT The Issuer may prepay this Note prior to the Maturity Date, without premium or penalty, upon written notice to the Holder. EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an \"Event of Default\" under this Note: the failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for five (5) days after the Due Date; and any other Event of Default described in the Security Agreement that might be signed between the Parties regarding the Property that is pledged as collateral to the loan. RIGHTS AND REMEDIES UPON DEFAULT ","Secured Lumpsum Promissory Note Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/secured-lumpsum-promissory-note-agreement-D13041.png","https://templates.business-in-a-box.com/imgs/250px/13041.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13041.xml",{"title":110,"description":6},"secured lumpsum promissory note agreement",[112,115],{"label":113,"url":114},"Business Plan Kit","business-plan-kit",{"label":116,"url":117},"Business Procedures","business-procedures","/template/secured-lumpsum-promissory-note-agreement-D13041",{"description":120,"descriptionCustom":6,"label":121,"pages":104,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":130,"url":131},"GUARANTEE AGREEMENT This Guarantee Agreement (the \"Agreement\") is effective [DATE], BETWEEN : [YOUR COMPANY NAME] (the \"Guarantors\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND : [BORROWER NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND : [LENDER NAME] (the \"Lender\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND : [DEBENTURE NAME] (the \"Debenture\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [LENDER] made available, as a loan, the amount of [AMOUNT] to [BORROWER] pursuant to the terms and conditions of a Subscription Agreement entered into between the Lender and the Borrower and to which intervened the Guarantors on [DATE]; any amount will be disburse by [SPECIFY] by the issuance of Debentures, a specimen of which is annexed hereto as [SPECIFY] (the said loans and the issuance of the said debentures, in an aggregate maximum amount of [AMOUNT] plus interests, as same may be amended, supplemented or restated at any time and from time to time, are hereinafter collectively referred to as the \"Debentures\" and individually as a \"Debenture\"); WHEREAS the Guarantors agree to guarantee the obligations of the Corporation under the Debentures for a maximum amount equal to [NUMBER] percent of the amounts owned by the Corporation to [SPECIFY] under the Debentures. NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the sufficiency and receipt of which are hereby acknowledged, the parties hereto have agreed as follows: 1. INTERPRETATION General Interpretation Unless there be something in the subject or the context inconsistent therewith, words importing the singular only shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender, and vice versa. Division into Articles The division of this Guarantee Agreement into Articles, Sections, subsections, paragraphs and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of the present Guarantee Agreement. Preamble The preamble to this Guarantee Agreement shall form an integral part hereof, as if at length recited herein. 2. GUARANTEE Object of Guarantee The Guarantors bind and oblige themselves solidarily, absolutely and unconditionally with the Borrower for the due and punctual performance of [NUMBER] percent of all of the Borrower's obligations, undertakings and covenants under each one of the Debenture, expressly renouncing to the benefits of division and discussion. The Guarantors undertake to perform such obligations, undertakings and covenants upon the occurrence of an Event of Default (as this expression is defined in each one of the Debenture) under either one of the Debenture, without notice or demand. Nature of Guarantors' Obligations The Guarantors' obligations hereunder are absolute and unconditional, present and continuing, unlimited, constitute a guarantee of payment and performance and not a guarantee of collection and shall remain in full force and effect until the earlier of (i) the performance in full of all of the Borrower's obligations, undertakings and covenants under each one of the Debenture and (ii) [NUMBER] years following the execution hereof. Each one of the Guarantors hereby acknowledges that this guarantee is not attached to the performance of duties. No Release of the Guarantors","Guarantee Agreement",64,"https://templates.business-in-a-box.com/imgs/1000px/guarantee-agreement-D5194.png","https://templates.business-in-a-box.com/imgs/250px/5194.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5194.xml",{"title":6,"description":6},[128,129],{"label":96,"url":97},{"label":96,"url":97},"guarantee agreement","/template/guarantee-agreement-D5194",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":105,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":146},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":140,"description":6},"non disclosure agreement nda",[142,143],{"label":96,"url":97},{"label":144,"url":145},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":148,"descriptionCustom":6,"label":149,"pages":135,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":161,"url":162},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[156,158],{"label":17,"url":157},"finance-accounting",{"label":159,"url":160},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":167,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":172,"keywords":177,"url":178},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[173,174],{"label":96,"url":97},{"label":175,"url":176},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",false,{"seo":181,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":252,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":515,"classification":516},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Credit Agreement Template (Free Word)","Free credit agreement template for commercial lending. Covers principal, interest, repayment, covenants, default, and security. Used in 190+ countries. Free Word and PDF download.","credit agreement template",[186,187,188,189,190,191,192],"credit agreement template word","commercial credit agreement template","credit facility agreement template","loan agreement template free","business loan agreement template","credit agreement template download","lending agreement template",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197,"notarization_required":179},"advanced",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"A Credit Agreement is a legally binding contract between a lender and a borrower that establishes the terms of a credit facility — covering principal amount, interest rate, repayment schedule, financial covenants, events of default, collateral, and remedies. This free Word download gives you a complete, editable template you can adapt for term loans, revolving credit lines, or bilateral commercial lending, then export as PDF for execution.\n","Use it when a business is borrowing capital from a bank, private lender, or related party, and the parties need a formal, enforceable record of the loan terms that goes beyond a promissory note. It is also appropriate when the lender requires financial reporting covenants, a security interest, or structured default and remedy provisions.\n","Facility description and commitment amount, interest rate and calculation method, drawdown and repayment schedule, affirmative and negative covenants, financial reporting obligations, representations and warranties, events of default, security and collateral provisions, and governing law and dispute resolution.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Small business owners","Formalizing a term loan from a bank or private lender for working capital or expansion","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"CFOs and finance directors","Documenting revolving credit facilities and ensuring covenant compliance obligations are clear","persona-cfo",{"title":214,"use_case":215,"icon_asset_id":216},"Private lenders and family offices","Issuing structured loans to portfolio companies or borrowers with a fully enforceable agreement","persona-investor",{"title":218,"use_case":219,"icon_asset_id":220},"Startup founders","Borrowing against a convertible or term facility from angels or venture debt providers","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"Commercial real estate investors","Securing acquisition or development financing with a lender-prepared credit agreement","persona-real-estate-investor",{"title":226,"use_case":227,"icon_asset_id":228},"Legal and compliance teams","Reviewing and negotiating credit agreement terms on behalf of borrower or lender clients","persona-legal-counsel",[230,234,237,240,243,246,249],{"situation":231,"recommended_template":232,"slug":233},"A single lump-sum loan with fixed repayments over a defined term","Term Loan Agreement","loan-agreement-D417",{"situation":235,"recommended_template":43,"slug":236},"A revolving credit line the borrower can draw and repay repeatedly","revolving-credit-agreement-D14051",{"situation":238,"recommended_template":70,"slug":239},"A short-term informal loan between two parties with minimal terms","promissory-note-D434",{"situation":241,"recommended_template":242,"slug":233},"A loan secured by real property as collateral","Mortgage Loan Agreement",{"situation":244,"recommended_template":74,"slug":245},"A loan between a company and one of its shareholders or directors","shareholder-loan-agreement-D13239",{"situation":247,"recommended_template":248,"slug":233},"A short-term bridge loan pending permanent financing","Bridge Loan Agreement",{"situation":250,"recommended_template":251,"slug":233},"A personal loan between two individuals outside a commercial context","Personal Loan Agreement",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Credit Facility","A formal arrangement in which a lender commits to make a specified amount of credit available to a borrower under agreed conditions.",{"term":257,"definition":258},"Principal","The original sum of money borrowed, excluding interest and fees, which must be repaid according to the agreed schedule.",{"term":260,"definition":261},"Drawdown","The act of the borrower requesting and receiving funds from an available credit commitment on a specified date.",{"term":263,"definition":264},"Amortization","The process of repaying a loan through regular scheduled payments that reduce the outstanding principal over the loan term.",{"term":266,"definition":267},"Covenant","A contractual promise by the borrower to do something (affirmative covenant) or refrain from doing something (negative covenant) during the life of the loan.",{"term":269,"definition":270},"Event of Default","A defined trigger — such as missed payment, covenant breach, or insolvency — that entitles the lender to accelerate the loan and enforce remedies.",{"term":272,"definition":273},"Acceleration","The lender's right, upon an event of default, to declare the entire outstanding principal and accrued interest immediately due and payable.",{"term":275,"definition":276},"Security Interest","A lender's legal right over specified borrower assets, allowing the lender to seize or sell those assets if the borrower defaults.",{"term":278,"definition":279},"Intercreditor Agreement","An agreement between two or more lenders that defines the priority of their respective claims against the borrower's assets in a default scenario.",{"term":281,"definition":282},"DSCR (Debt Service Coverage Ratio)","A financial covenant metric calculated as net operating income divided by total debt service — typically required to remain above 1.20x to 1.25x.",{"term":284,"definition":285},"Material Adverse Change (MAC)","A clause allowing the lender to suspend drawdowns or call a default if a significant negative change occurs in the borrower's financial condition or business.",{"term":287,"definition":288},"SOFR (Secured Overnight Financing Rate)","The benchmark interest rate used in US dollar loan agreements as the successor to LIBOR, reflecting overnight US Treasury repo transactions.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Facility description and commitment","Defines the type of facility (term loan or revolving credit), the maximum committed amount, and the availability period during which the borrower may draw funds.","The Lender agrees to make available to the Borrower a [TERM LOAN / REVOLVING CREDIT FACILITY] in an aggregate principal amount not exceeding [CURRENCY] [AMOUNT] (the 'Commitment'), available for drawdown during the Availability Period ending on [DATE].","Describing the facility type ambiguously — failing to specify whether it is a term loan or revolving line causes disputes about whether repaid amounts can be re-borrowed.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Interest rate and calculation","Specifies the interest rate — fixed or floating — how it is calculated, the day-count convention, and when interest is due.","Interest shall accrue on the outstanding principal at a rate equal to [SOFR / BASE RATE] plus [X]% per annum, calculated on a 365/actual day-count basis, and shall be payable on the [last business day of each calendar month / DATE].","Failing to specify the day-count convention and benchmark fallback. When SOFR or another benchmark is unavailable, no fallback means the rate — and every downstream calculation — becomes disputed.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Drawdown conditions","Lists the conditions precedent the borrower must satisfy before each drawdown — such as delivery of a drawdown notice, no existing default, and accuracy of representations.","Each drawdown is conditional upon: (a) receipt by the Lender of a Drawdown Notice no fewer than [X] Business Days prior to the proposed drawdown date; (b) no Default or Event of Default being continuing; and (c) the representations and warranties being true and correct as at the drawdown date.","Listing conditions precedent that are impossible to satisfy at the first drawdown — such as requiring audited financials for a newly formed entity — which inadvertently blocks the initial funding.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Repayment schedule","Sets out the exact dates and amounts of principal repayments, the final maturity date, and the borrower's right (if any) to prepay voluntarily.","The Borrower shall repay the outstanding principal in [X] equal consecutive [monthly / quarterly] instalments of [CURRENCY][AMOUNT], commencing on [DATE], with the final instalment on [MATURITY DATE]. The Borrower may prepay, in whole or in part, on [X] Business Days' prior written notice, subject to a prepayment fee of [X]%.","Omitting a prepayment premium or make-whole provision when the lender's funding is fixed-rate. Allowing free prepayment on a fixed-rate facility exposes the lender to reinvestment risk with no contractual remedy.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Representations and warranties","Statements of fact made by the borrower at signing and repeated at each drawdown — confirming legal capacity, no litigation, accurate financials, and no undisclosed liabilities.","The Borrower represents and warrants that: (a) it is duly incorporated and has full power to enter into this Agreement; (b) the financial statements delivered to the Lender fairly present its financial position; and (c) no litigation, arbitration, or regulatory proceeding is pending or threatened that would have a Material Adverse Effect.","Using representations that are undated or not repeated at each drawdown, allowing the borrower's circumstances to deteriorate between signing and funding without the lender having a contractual basis to refuse the advance.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Affirmative and negative covenants","Ongoing obligations the borrower must fulfil (affirmative) or refrain from (negative) during the life of the loan — covering financial ratios, dividend restrictions, additional indebtedness, and asset disposal.","The Borrower shall: (a) maintain a DSCR of not less than [1.25]x, tested [quarterly]; (b) not incur additional Financial Indebtedness exceeding [CURRENCY][AMOUNT] without prior written consent; (c) not declare or pay any dividend while a Default is continuing; and (d) not dispose of assets with a value exceeding [CURRENCY][AMOUNT] in any financial year.","Setting financial covenant thresholds — particularly DSCR and leverage ratios — without headroom modelling against the borrower's actual projections, resulting in technical defaults in the first reporting period.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Events of default","Defines the specific triggers that give the lender the right to accelerate the loan, enforce security, and exercise other remedies.","Each of the following is an Event of Default: (a) the Borrower fails to pay any amount due within [X] Business Days of its due date; (b) any representation or warranty proves to be materially incorrect; (c) the Borrower breaches any covenant and (where capable of remedy) fails to remedy within [30] days of notice; (d) an Insolvency Event occurs in relation to the Borrower.","Including cross-default provisions that reference undefined 'financial indebtedness' without a materiality threshold. A cross-default clause with no floor amount means a trivial default on a $1,000 trade payable can trigger the entire credit facility.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Security and collateral","Describes the assets pledged as security for the loan — fixed and floating charges, personal guarantees, or specific asset pledges — and the steps required to perfect the security interest.","As security for its obligations under this Agreement, the Borrower shall grant the Lender: (a) a first-ranking fixed charge over [SPECIFIED ASSETS]; (b) a floating charge over all present and future assets of the Borrower; and (c) a personal guarantee from [GUARANTOR NAME]. The Borrower shall take all steps necessary to perfect such security within [X] Business Days of the date of this Agreement.","Failing to specify perfection steps and timelines. An unperfected security interest is unenforceable against third-party creditors — including a trustee in bankruptcy — regardless of what the credit agreement says.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Fees","Lists all lender fees payable by the borrower — arrangement fee, commitment fee on undrawn amounts, agency fee, and any exit or prepayment fees.","The Borrower shall pay: (a) an arrangement fee of [X]% of the Commitment, payable on the date of this Agreement; (b) a commitment fee of [X]% per annum on the undrawn Commitment, accruing daily and payable [quarterly]; and (c) a prepayment fee of [X]% of the amount prepaid if prepayment occurs within [X] months of the first drawdown.","Omitting the commitment fee on the undrawn portion of a revolving facility — lenders price in the cost of holding capital available and omitting this term understates the true cost of the facility.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or a hybrid — and each party's submission to jurisdiction.","This Agreement is governed by the laws of [STATE / JURISDICTION]. Any dispute arising under or in connection with this Agreement shall be resolved by [binding arbitration administered by [AAA / LCIA / ICC] in [CITY] / the courts of [JURISDICTION]], and each party irrevocably submits to the exclusive jurisdiction of such forum.","Selecting a governing law jurisdiction with no connection to either party or the transaction. Courts in the chosen jurisdiction may decline to enforce the agreement or apply their own conflict-of-laws rules to override the parties' choice.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify the parties and the facility type","Enter the full legal names of the lender and borrower — registered entity names, not trading names. Confirm in the facility description whether this is a term loan (single advance, fixed repayment schedule) or a revolving credit line (draw, repay, redraw within a commitment).","For multi-entity borrower groups, list each borrower individually and include a joint-and-several liability clause rather than trying to cover all entities in a single party definition.",{"step":347,"title":348,"description":349,"tip":350},2,"Set the commitment amount, currency, and availability period","State the maximum facility size, the currency (spell it out — USD, CAD, GBP — not just '$'), and the final date by which the borrower must draw. Undrawn commitments after the availability period typically lapse automatically.","If the lender needs to syndicate or seek internal approval before funding, build in a minimum 10-business-day drawdown notice period — not 2 days.",{"step":352,"title":353,"description":354,"tip":355},3,"Define the interest rate and benchmark fallback","Choose fixed or floating. For floating, identify the benchmark (SOFR for USD, SONIA for GBP, EURIBOR for EUR), the margin, and a fallback rate in case the benchmark is unavailable or discontinued.","Include an interest rate floor — e.g., SOFR shall not be less than 0.00% — to protect the lender in negative-rate environments.",{"step":357,"title":358,"description":359,"tip":360},4,"Build the repayment schedule","Specify each repayment date and amount, or state the amortization formula. Set the final maturity date. If prepayment is allowed, state the notice period and any prepayment fee. For revolving facilities, confirm the clean-down period if required.","Attach a repayment schedule as a numbered exhibit rather than embedding all dates in the body — it is easier to amend without redrafting the main agreement.",{"step":362,"title":363,"description":364,"tip":365},5,"Calibrate financial covenants with headroom","Model the borrower's projected financials for the full loan term and set DSCR, leverage, and liquidity covenant thresholds that the borrower can comfortably meet under a base-case scenario, with at least 15–20% headroom.","Request the borrower's latest three years of audited financials and a 12-month forecast before finalising covenant levels — covenants set without this data create avoidable technical defaults.",{"step":367,"title":368,"description":369,"tip":370},6,"Define events of default with materiality thresholds","List each default trigger and include materiality thresholds where appropriate — particularly for cross-default (minimum financial indebtedness amount), covenant breach (cure period of at least 20–30 days), and MAC (objective criteria, not subjective judgment alone).","For borrower-side negotiators, push for a grace period on payment defaults of at least 3–5 business days to cover bank processing delays — missing this is the single most common source of unnecessary acceleration notices.",{"step":372,"title":373,"description":374,"tip":375},7,"Specify and perfect the security package","List every asset being pledged — specific equipment, receivables, real property, or a general floating charge over all assets. Include the perfection steps (UCC-1 filing, land registry charge, share pledge registration) and the deadline by which each must be completed.","Never treat security perfection as administrative follow-up. An unperfected security interest ranks behind unsecured creditors in insolvency — losing priority on a multi-million-dollar loan because a UCC-1 was never filed is a recurring and entirely avoidable loss.",{"step":377,"title":378,"description":379,"tip":380},8,"Choose the governing law and execute before funding","Select a governing jurisdiction with a clear connection to the transaction — typically the lender's jurisdiction or the borrower's place of incorporation. Both parties must sign before any funds are advanced.","For cross-border transactions, have local counsel in both jurisdictions confirm that the chosen governing law and jurisdiction clause is enforceable before execution.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"No benchmark fallback for floating-rate interest","If SOFR, SONIA, or EURIBOR becomes temporarily unavailable, an agreement without a fallback has no agreed interest rate — leaving both parties in a contractual standstill and potentially triggering a technical default.","Include a benchmark replacement provision referencing an agreed fallback rate (e.g., the lender's cost of funds, or a fixed rate agreed at execution) and an amendment mechanism to adopt a replacement benchmark.",{"mistake":387,"why_it_matters":388,"fix":389},"Cross-default clause with no materiality threshold","A cross-default provision that triggers on any breach of any other financial obligation — with no minimum amount — means a minor trade dispute or a $5,000 overdraft can accelerate a multi-million-dollar credit facility.","Set an explicit minimum threshold for cross-default — typically expressed as a fixed currency amount (e.g., USD 250,000) — below which the cross-default clause does not apply.",{"mistake":391,"why_it_matters":392,"fix":393},"Failing to perfect the security interest before or at funding","An unperfected security interest is unenforceable against third-party creditors and a bankruptcy trustee. In insolvency, the lender ranks as an unsecured creditor despite holding a signed security agreement.","Make completion of all perfection steps — UCC-1 filing, land registry registration, share pledge completion — a condition precedent to the first drawdown, not a post-closing obligation.",{"mistake":395,"why_it_matters":396,"fix":397},"Financial covenants set without headroom modelling","Setting a DSCR covenant at exactly the borrower's projected ratio means any minor revenue miss or cost overrun produces an immediate technical default — forcing expensive waiver negotiations at the worst possible time.","Model at least a 15–20% downside scenario before finalising covenant thresholds. Build in a cure mechanism allowing the borrower to inject equity to remedy a financial covenant breach.",{"mistake":399,"why_it_matters":400,"fix":401},"Repayment schedule embedded in the body without an exhibit","If dates or amounts need to be adjusted — even a single payment date shifted by one month — the entire agreement must be formally amended, increasing legal cost and creating execution risk.","Move the repayment schedule to a numbered exhibit referenced in the body. Exhibit amendments typically require only a shorter amendment letter rather than a full agreement restatement.",{"mistake":403,"why_it_matters":404,"fix":405},"Governing law jurisdiction with no connection to the transaction","Courts in unrelated jurisdictions may refuse to apply the chosen law or may override it using conflict-of-laws principles, leaving the enforceability of key clauses — particularly security and default provisions — uncertain.","Select the governing law of the lender's home jurisdiction or the borrower's place of incorporation, and confirm enforceability with local counsel in any jurisdiction where security assets are located.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is a credit agreement?","A credit agreement is a legally binding contract between a lender and a borrower that establishes the full terms of a loan or credit facility — including the principal amount, interest rate, repayment schedule, financial covenants, events of default, security, and the lender's remedies if the borrower fails to perform. It is the foundational document for most commercial lending relationships and is more detailed than a simple promissory note.\n",{"question":411,"answer":412},"What is the difference between a credit agreement and a promissory note?","A promissory note is a short-form document in which the borrower unconditionally promises to repay a sum with interest — it records the obligation but typically lacks covenants, representations, security provisions, or detailed default mechanics. A credit agreement is the comprehensive governing document covering all of those elements. For commercial loans above a modest threshold, lenders typically require both: the credit agreement governs the relationship and the promissory note evidences the debt.\n",{"question":414,"answer":415},"What financial covenants are typically included in a credit agreement?","The most common financial covenants are a Debt Service Coverage Ratio (DSCR, typically a minimum of 1.20x–1.25x), a leverage ratio (total debt to EBITDA, often capped at 3.0x–4.0x), a minimum liquidity or cash balance requirement, and a restriction on capital expenditure above a specified annual threshold. Financial covenants are tested quarterly against the borrower's management accounts and annually against audited financials.\n",{"question":417,"answer":418},"What happens when a borrower breaches a financial covenant?","A covenant breach is typically an event of default, giving the lender the right to accelerate the loan and demand immediate repayment of all outstanding principal and interest. In practice, lenders often issue a waiver letter rather than accelerate — particularly for a first breach with a credible cure plan — but the waiver process is time-consuming, expensive, and may involve tightened terms or increased margins. Building headroom into covenant levels at the outset avoids this outcome.\n",{"question":420,"answer":421},"Is a credit agreement legally enforceable without notarization?","In most jurisdictions, a credit agreement signed by authorized representatives of both parties is generally enforceable without notarization. However, if the agreement involves a mortgage, charge over real property, or security interests in certain asset classes, local registration or notarization requirements may apply — particularly in civil-law countries in continental Europe and Latin America. Consider consulting a lawyer in the relevant jurisdiction before execution.\n",{"question":423,"answer":424},"What security can a lender take under a credit agreement?","Lenders commonly take a fixed charge over specific high-value assets (real property, major equipment, intellectual property), a floating charge over the borrower's general asset pool (receivables, inventory, cash), personal guarantees from directors or shareholders, and share pledges over the borrower's holding company. The security package is negotiated based on the loan size, the borrower's asset base, and the lender's risk appetite. All security interests must be perfected by filing or registration to be enforceable against third parties.\n",{"question":426,"answer":427},"What is an event of default in a credit agreement?","An event of default is any defined trigger that gives the lender the right to accelerate the loan and enforce its security. Common events of default include failure to pay any amount when due (subject to a short grace period), breach of a representation or covenant, insolvency or bankruptcy proceedings, a material adverse change in the borrower's condition, and cross-default to other financial obligations above a threshold amount. Not every default leads to acceleration — lenders often prefer to issue waivers and negotiate amendments when the borrower remains viable.\n",{"question":429,"answer":430},"Can a credit agreement be used for related-party loans?","Yes — shareholder loans, intercompany loans, and loans from directors to their companies are all documented with a credit agreement or a simplified variant of one. Related-party loan agreements typically omit complex security and covenant provisions but must still clearly state the principal, interest rate (even if zero — a zero-rate loan has tax implications in most jurisdictions), repayment terms, and subordination provisions if senior debt is also outstanding.\n",{"question":432,"answer":433},"Do I need a lawyer to prepare a credit agreement?","For commercial loans, legal review is strongly recommended. The interaction between covenant mechanics, default triggers, and security perfection requirements is jurisdiction-specific and technically complex. A template is appropriate for straightforward bilateral term loans where both parties are commercially sophisticated — but any facility above $250,000, any cross-border transaction, or any deal involving real property security warrants at minimum a 2–3 hour lawyer review of the completed template before signing.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Commercial Real Estate","industry-real-estate","Loan-to-value covenants, interest-only periods, property-specific representations, and mortgage or deed-of-trust security perfection requirements.",{"industry":440,"icon_asset_id":441,"specifics":442},"Manufacturing","industry-manufacturing","Equipment and inventory pledges as collateral, capex covenant baskets aligned to production cycle, and cross-default provisions referencing supply chain finance facilities.",{"industry":444,"icon_asset_id":445,"specifics":446},"Technology / SaaS","industry-saas","Venture debt structures with revenue-based covenants, IP assignment restrictions, MAC definitions referencing MRR thresholds, and equity warrant coverage provisions.",{"industry":448,"icon_asset_id":449,"specifics":450},"Professional Services","industry-professional-services","Receivables-based collateral, key-person provisions triggering MAC if named executives depart, and DSCR covenants calibrated to project-based revenue cycles.",{"industry":452,"icon_asset_id":453,"specifics":454},"Healthcare","industry-healthtech","Regulatory licence conditions as representations, reimbursement-rate change as MAC trigger, and HIPAA-compliant financial reporting obligations incorporated by reference.",{"industry":456,"icon_asset_id":457,"specifics":458},"Retail / E-commerce","industry-retail","Inventory financing with floating charge over stock, seasonal covenant testing adjustments, and cross-default provisions referencing trade credit and supplier payment terms.",[460,463,466,469],{"vs":70,"vs_template_id":461,"summary":462},"promissory-note-D417","A promissory note is a short-form unconditional promise to repay a sum with interest — it records the debt obligation but lacks covenants, representations, detailed security provisions, or structured default mechanics. A credit agreement is the comprehensive governing contract that covers all of these elements. For commercial loans above a modest amount, both documents are typically used together: the credit agreement governs the relationship and the promissory note evidences the debt instrument itself.",{"vs":74,"vs_template_id":464,"summary":465},"shareholder-loan-agreement-D12661","A shareholder loan agreement documents a loan from a shareholder to their own company — typically a simpler document with no external security, lighter covenants, and often a zero or below-market interest rate. A credit agreement is used for arm's-length commercial lending where the lender requires full covenant, security, and enforcement provisions. Related-party loans governed by a credit agreement template should be reviewed for transfer-pricing implications.",{"vs":251,"vs_template_id":467,"summary":468},"personal-loan-agreement-D14076","A personal loan agreement governs lending between individuals or from a lender to a natural person for personal use — it is shorter, omits financial reporting covenants, and may be subject to consumer credit regulations that do not apply to commercial borrowers. A credit agreement is designed for business-to-business or institution-to-business lending where both parties are acting commercially. Using a commercial credit agreement for consumer lending may violate consumer protection disclosure requirements.",{"vs":87,"vs_template_id":470,"summary":471},"security-agreement-D415","A security agreement is a standalone document creating a lender's security interest over specific borrower collateral — it governs only the collateral pledge. A credit agreement is the primary loan contract that contains or incorporates the security provisions, repayment terms, covenants, and default mechanics. A security agreement is often executed alongside a credit agreement to separately perfect the collateral interest, particularly where local law requires a distinct security instrument.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Straightforward bilateral term loans between two commercially sophisticated parties in a single jurisdiction, for amounts under $250,000","Free","1–3 hours",{"best_for":478,"cost":479,"time":480},"Loans above $250,000, any transaction involving real property security or cross-border elements, or deals with complex covenant structures","$500–$1,500","2–5 days",{"best_for":482,"cost":483,"time":484},"Syndicated facilities, regulated lenders, acquisition finance, multi-jurisdiction security packages, or deals above $2M","$3,000–$15,000+","2–6 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","Article 9 of the Uniform Commercial Code (UCC) governs security interests in personal property in all 50 states — a UCC-1 financing statement must be filed in the borrower's state of incorporation to perfect a security interest in personal property collateral. Usury laws cap interest rates and vary significantly by state; some states exempt commercial loans above a threshold amount. The FTC and CFPB impose additional disclosure requirements for consumer credit — confirm the commercial nature of the transaction before using this template.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Personal Property Security Acts (PPSAs) in each common-law province govern security interests in personal property, requiring registration in the borrower's provincial PPSA registry to perfect. Quebec is a civil-law jurisdiction — security over movable property follows the Civil Code and requires a hypothec registered at the Register of Personal and Movable Real Rights (RPMRR). Federal criminal usury provisions cap the effective annual interest rate at 60% for all loans in Canada. Quebec credit agreements must comply with the Consumer Protection Act if the borrower is an individual, and French-language documentation may be required.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","Charges over UK company assets must be registered at Companies House within 21 days of creation — failure to register renders the charge void against a liquidator and unsecured creditors. The Loan Market Association (LMA) publishes standard-form credit agreements widely used in UK commercial lending. The Financial Conduct Authority (FCA) regulates consumer credit under the Consumer Credit Act 1974 — this template is intended for commercial borrowers only. Post-Brexit, SONIA has replaced LIBOR as the standard sterling benchmark rate.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","Security perfection requirements vary significantly by member state — French sûretés, German Sicherungsübereignung, and Spanish prenda rules each require different registration steps and formalities. EURIBOR remains the standard floating-rate benchmark for euro-denominated commercial loans. The EU Mortgage Credit Directive and Consumer Credit Directive impose strict disclosure and cooling-off requirements for consumer lending — this template is not suitable for consumer use in EU member states. Cross-border enforcement of credit agreements within the EU is governed by the Brussels I Recast Regulation for judgment recognition and enforcement.",[239,507,245,233,508,509,510,511,512,513,508,514],"security-agreement-D915","secured-lumpsum-promissory-note-agreement-D13041","guarantee-agreement-D5194","non-disclosure-agreement-nda-D12692","term-sheet-D473","asset-purchase-agreement-D928","board-resolution-D78","demand-to-pay-promissory-note-D207",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":157,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"business-financing-and-loans","agreement","general","all-stages",[522,523,524,525,526],"loan","contract","credit-agreement","lending","financing",0.95,"\u003Ch2>What is a Credit Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Credit Agreement\u003C/strong> is a legally binding contract between a lender and a borrower that governs every material dimension of a loan or credit facility: the principal commitment, interest rate and benchmark, drawdown mechanics, repayment schedule, financial covenants, representations and warranties, events of default, security package, and the lender's remedies upon borrower failure. Unlike a simple promissory note, which records the bare debt obligation, a credit agreement establishes the entire framework under which funds are advanced and recovered — making it the foundational document for virtually all commercial lending relationships. It is equally relevant whether the lender is a bank, a private credit fund, a family office, or a related-party shareholder advancing funds to a portfolio company.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>A handshake loan or informal promissory note leaves both lender and borrower exposed in ways that typically become apparent only at the worst possible moment. Without a credit agreement specifying financial covenants and reporting obligations, a lender has no early-warning mechanism before a borrower's financial condition deteriorates — and no contractual basis to act before insolvency proceedings begin. Without a detailed events-of-default section, a lender who is not being repaid may have no clear right to accelerate the outstanding balance or enforce collateral. Without a security agreement properly referenced and perfected within the credit agreement framework, collateral pledges rank behind unsecured creditors in bankruptcy regardless of what was verbally agreed. For borrowers, a well-drafted credit agreement is equally valuable: it defines exactly what the lender can and cannot do, prevents unilateral changes to pricing or covenant terms, and limits the circumstances under which the lender can demand immediate repayment. This template gives both parties a professionally structured starting point that captures market-standard commercial lending terms — reducing negotiation time and the risk of critical provisions being overlooked before funds are advanced.\u003C/p>\n",1781186015525]