Comfort letter: binding—for a bilateral facility

agreement
 [On headed notepaper of comfort letter provider]

To: [insert the full name and address of the lender]

[insert date]

Dear [insert full name of lender]

Facility Agreement dated [insert date] (the Facility Agreement) between [insert name of
borrower] (the Borrower) and [insert name of lender] (the Lender).

1 The Borrower has provided to us a copy of the executed Facility Agreement and we have
approved and are aware of the obligations being taken on by the Borrower under it.

2 Unless defined otherwise in this letter or the context requires otherwise, all words or
expressions defined in the Facility Agreement have the same meaning in this letter.

3 We do not intend this letter to constitute a guarantee or indemnity of the obligations of the
Borrower to you, the Lender, under the Facility Agreement or any other related document. We
do intend that this letter is binding on us and you.

4 We have been asked to provide this letter to you as a condition precedent under clause
[insert clause number] of the Facility Agreement which the Borrower has to deliver to you, the
Lender, before the Borrower may utilise any facility under the Facility Agreement.

5 We represent and warrant to you that [the Borrower is our wholly-owned subsidiary. OR we
are the beneficial owner of [insert percentage] per cent of the issued share capital of the
Borrower.]

6 We represent and warrant to you that it is our current policy, to ensure that the Borrower has
adequate [financial] resources to meet its obligations when due and that this will continue to
be our policy during the Facility Period.

7 We shall ensure that:

7.1 the Borrower is in a position to meet its payment obligations under the Facility Agreement in a
timely manner; and

7.2 the Borrower is in a position to meet its other obligations under the Facility Agreement.

8 We enclose a duplicate letter for you to sign in acknowledgment. Please sign the
acknowledgment and return it to us.

9 This letter and any dispute or claim arising out of, or in connection with it, its subject matter or
formation [(including non-contractual disputes or claims)] shall be governed by, and construed
in accordance with, the laws of England and Wales. We agree to refer any dispute in relation
to this letter to the English courts.

Yours faithfully

……………………………………

for and on behalf of

1
[insert name of comfort letter provider]

Acknowledged and accepted

……………………………………

for and on behalf of

[insert name of the Lender under the Facility Agreement]

On [insert date]