THIS AGREEMENT is made the ......day of .........    200

 
BETWEEN

(1) [ Your Name               ]  of [ Your Address                   ] (‘the Lender’)

(2) HMS Partnership whose address is Our Address (‘the Borrower’).

WHEREBY IT IS AGREED as follows:

1              The Lender shall lend to the Borrower the sum of [£ Amount to be Invested ] (‘the Loan’) in relation to the Borrower’s development at [Address of Development] subject to provisions of clause 3.

2              At any time during the period of the loan the Lender can request repayment of the Loan in full on giving the Borrower not less than [two] working days written notice (‘a Repayment Date’).

3              In consideration of the Lender lending the Loan the Borrower covenants and undertakes to repay the Loan to the Lender on a Repayment Date or on any earlier date on which the Loan may become repayable pursuant to this agreement.

4              Interest shall be paid on the Loan at the fixed rate of [3%] per annum such interest to accrue from day to day and paid together with the Loan on the Repayment Date (subject to the provisions of clause 5 below) together with such other monies as the Borrower may from time to time at its sole discretion determine.

5              The right is reserved to the Borrower to repay to the Lender the whole sum prior to the Repayment Date upon giving the Lender written notice of its intention to make repayment and the whole amount of the Loan together with any interest accrued in accordance with clause 4 above and such other monies as the Borrower may from time to time at its sole discretion determine shall then become repayable on the date so specified for repayment.

6.1           Notwithstanding anything else contained in this agreement the whole of the Loan or so much of it as for the time being remains outstanding and all interest accrued but unpaid shall immediately become repayable if the Borrower:

6.1.1        passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or

6.1.2         becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or

6.1.3        has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or

6.1.4        ceases, or threatens to cease, to carry on business.

7.1           Any notice or other communication required to be given:

 
7.1.1        to the Lender under this Agreement shall be addressed and delivered to the Lender at the address set out above;

7.1.2        to the Borrower under this letter shall be addressed and delivered to the Borrower at the registered address set out above,

 
or in either such case at such other address and marked for the attention of such other person as may be notified by the relevant party to the other party from time to time for this purpose.

7.2           Any notice or other communication to be given under this letter may be given by telephone, unless otherwise required by the terms of this letter, first class prepaid post, or fax and shall be effective on receipt. Any notice given by telephone or fax shall be confirmed by a letter sent by first class prepaid post dispatched within 24 hours after the telephone conversation or after the time the fax was sent, but failure to dispatch or receive such confirmatory letter shall not prejudice the effectiveness of the notice given by telephone or fax.

8              The Borrower may not assign or transfer any of its rights or obligations under this letter without the prior written consent of the Lender.

 
9              No failure or delay by the Lender in exercising any right, power or privilege under this letter shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this letter are cumulative and not exclusive of any rights and remedies provided by law.

10            Nothing in this agreement shall be deemed to constitute a partnership between the parties.

11            This Agreement shall be governed by and construed in all respects in accordance with the laws of <country-regionw:ston><placew:ston>England and subject to the exclusive jurisdiction of the English courts.

AS  WITNESS whereof this Agreement has been entered into the day and year first before written.

Executed by the said                         )

LENDER                 )

in the presence of:-                           )

Witness Signature:

Witness Name:

Witness Address:

Witness Occupation:

Executed  by                                              )

HMS Partnership                                )

acting by [                     ]                            )

and  [                       ]                                  )

in the presence of:-                                  )

Witness Signature:

Witness Name:

Witness Address:

Witness Occupation:

Dated                                                                            200

(1)  [Your Name]

(2)  HMS Partnership

___________________

LOAN AGREEMENT

_______________________

25 Meer Street

Stratford Upon Avon

Warwickshire

CV37 6QB