STANDSTILL AGREEMENT

DATED 2020

-BETWEEN-

[PARTY 1]
[Debtor]

and

[PARTY 2]
[First Subsidiary]

and

[PARTY 3]
[SECOND SUBSIDIARY]

and

[PARTY 4]
(the “First Lender”)

and

[PARTY 5]
(the “Second Lender”)

and

[PARTY 6]
(the “Coordinating Bank”)

CM ADVOCATES LLP
I&M Bank Building, 7th Floor
2nd Ngong Avenue
P.O. Box 22588-00505
Nairobi, Kenya
Ref:
www.cmadvocates.com
 TABLE OF CONTENTS
____________________________________________________________

1. INTERPRETATION.................................................................................................1
2. TERMINATION POINT...........................................................................................4
3. OBLIGATIONS OF THE DEBTOR'S GROUP DURING THE STANDSTILL PERIOD.................5
4. OBLIGATIONS OF LENDERS DURING THE STANDSTILL PERIOD...................................6
5. PRIORITY FOR NEW MONIES OTHER THAN THROUGH OVERDRAFT FACILITIES.............8
6. PRIORITY FOR NEW MONIES: OVERDRAFT FACILITIES.............................................8
7. APPLICATION OF REDUCTIONS IN OVERDRAFT FACILITY BALANCES DURING THE
STANDSTILL PERIOD..................................................................................................8
8. COORDINATING BANK..........................................................................................9
9. NO RELIANCE....................................................................................................10
10. NO WAIVER....................................................................................................10
11. ASSIGNMENT AND OTHER DEALINGS..................................................................10
12. ENTIRE AGREEMENT........................................................................................10
13. VARIATION.....................................................................................................11
14. NOTICES.........................................................................................................11
15. COUNTERPARTS..............................................................................................12
16. DISPUTE RESOLUTION.....................................................................................12
17. Governing law..............................................................................................13
This Standstill Agreement is dated [DATE]

Parties

(1) [FULL COMPANY NAME] a limited liability company incorporated and registered in
Kenya with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (Debtor);

(2) [FULL COMPANY NAME] a limited liability company incorporated and registered in
Kenya with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (First Subsidiary);

(3) [FULL COMPANY NAME] a limited liability company incorporated and registered in
Kenya with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (Second Subsidiary);

(4) [FULL COMPANY NAME] a limited liability company incorporated and registered in
Kenya with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (First Lender);

(5) [FULL COMPANY NAME] a limited liability company incorporated and registered in
Kenya with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (Second Lender); and

(6) [FULL COMPANY NAME] a limited liability company incorporated and registered in
Kenya with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (Coordinating Bank).

BACKGROUND

(A) The Debtor is financially distressed and wishes to restructure its business to enable it
generate more revenue to meet its financial obligations.

(B) In order to restructure, the Debtor has requested and the Lenders agreed to enter into
this Standstill Agreement.

(C) The Coordinating Bank is one of the Lenders and has been appointed by the Lenders to
fulfil the role of Coordinating Bank under this agreement

Agreed terms

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1. Definitions:

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(a) Affiliate: any entity that directly or indirectly controls, is controlled by, or is
under common control with another entity.

(b) Calculation Point: [TIME] on [DATE].

(c) Control: shall be as defined as the beneficial ownership of more than 50% of the
issued share capital of a company or the legal power to direct or cause the
direction of the general management of the company, and controls: and
controlled: shall be construed accordingly.

(d) Debtor's Group: means the Debtor and the Debtor’s Subsidiaries.

(e) Existing Facilities: the facilities provided by the Lenders (or any of them) as in
effect at the Calculation Point for the provision of credit facilities, loan facilities,
overdrafts (including the Overdraft Facilities), guarantee facilities, bank
guarantees and bonds, letters of credit, foreign exchange and other financial
accommodation, in each case in respect of which any borrower, guarantor, surety
or other obligor is a member of the Debtor's Group.

(f) Instructing Majority: Lenders being no less than [NUMBER] in number and
whose aggregate exposure in respect of Old Monies (but excluding for this
purposes Old Monies arising pursuant to any guarantee given, or other obligation
undertaken, to a person (not being a member of the Debtor's Group) by a Lender
before the Calculation Point in respect of which the relevant Lender's liability to
pay has not at the Calculation Point become an actual liability) equals or exceeds
[NUMBER] per cent of such Old Monies.

(g) Lenders: the First Lender and the Second Lender (and each being referred to as
a Lender: ).

(h) New Monies: monies, guarantees and other financial commitments or

accommodation, whether pursuant to Existing Facilities or otherwise so far as
permitted by this agreement, which are advanced, issued or provided by any
Lender after the Calculation Point to or for the benefit of any member of the
Debtor's Group in excess of the aggregate amounts respectively advanced, issued
or provided by that Lender at or before the Calculation Point but:

(i) in respect of Overdraft Facilities, subject as set out in clause 6.1; and

(ii) the amount of any payment made by a Lender after the Calculation Point
arising pursuant to any guarantee given, or other obligation undertaken,
to a person (not being a member of the Debtor's Group) by a Lender
before the Calculation Point shall not constitute New Monies,

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 (and any reference to a Lender advancing New Monies shall include reference to
the advance, issue or provision of monies, guarantees and other financial
commitments or accommodation as aforesaid).

(i) Old Monies: the principal amount owed from time to time to any Lender in
respect of monies, guarantees and other financial commitments or
accommodation pursuant to Existing Facilities advanced, issued or provided by
any Lender prior to the Calculation Point (including the same notwithstanding
any roll-over, renewal, re-advance or extension of time to pay made or given after
the Calculation Point).

(j) Overdraft Facilities: the overdraft facilities available to any member of the
Debtor's Group from the Overdraft Lender as at the Calculation Point, subject to
the limits applicable to such facilities as at the Calculation Point.

(k) Standstill Period: the period from the Calculation Point up to the Termination
Point.

(l) Subsidiaries: the First Subsidiary and the Second Subsidiary (and each being
referred to as a Subsidiary:).

(m) Termination Point: the time on the date as determined in accordance with
clause 2.

1.2. Clauses, Schedules and paragraphs headings shall not affect the interpretation of this
agreement.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality) and that person's personal representatives, successors
and permitted assigns.

1.4. The Schedules form part of this agreement and shall have effect as if set out in full in the
body of this agreement. Any reference to this agreement includes the Schedules.

1.5. A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.

1.6. Unless the context otherwise requires, words in the singular shall include the plural and
in the plural shall include the singular.

1.7. Unless the context otherwise requires, a reference to one gender shall include a reference
to the other genders.

1.8. A reference to any party shall include that party's personal representatives, successors
and permitted assigns.

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1.9. A reference to a statute or statutory provision is a reference to it as amended, extended
or re-enacted from time to time.

1.10. A reference to a statute or statutory provision shall include all subordinate legislation
made [from time to time OR as at the date of this agreement] under that statute or
statutory provision.

1.11. A reference to writing or written includes fax and email.

1.12. Any obligation on a party not to do something includes an obligation not to allow that
thing to be done.

1.13. Any obligation on any member of the Debtor's Group to do something includes an
obligation to do that thing at its own cost and expense.

1.14. A reference to this agreement or to any other agreement or document referred to in

this agreement is a reference to this agreement or such other agreement or document as
varied or novated (in each case, other than in breach of the provisions of this agreement)
from time to time.

1.15. References to clauses and Schedules are to the clauses and Schedules of this agreement.

1.16. Any words following the terms including, include, in particular, for example or
any similar expression shall be construed as illustrative and shall not limit the sense of
the words, description, definition, phrase or term preceding those terms.

1.17. The words other and otherwise are illustrative and shall not limit the sense of the
words preceding them.

1.18. A reference to a claim includes any claim, demand, action or proceeding of any kind,
actual or contingent.

1.19. A reference to a loss includes any loss, damage, cost, charge, penalty, fee or expense.

2. TERMINATION POINT

2.1. The Termination Point shall occur on whichever is the earlier of:

(a) [TIME] on [DATE] (or such later time, whether on that date or a later date, as
may be agreed in writing by all of the parties to this agreement before such time);
and

(b) the time on the date on which any of the matters set out in clause 2.2 first occurs.

2.2. The matters referred to in clause 2.(b) are as follows:

(a) the giving of notice by any Lender acting on the instructions of an Instructing
Majority to the Debtor (copied to each Lender) after any person:

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 (i) makes any administration application;

(ii) appoints an administrator or gives notice of intention to do so;

(iii) appoints a receiver or manager;

(iv) petitions for the winding-up;

(v) applies for the appointment of a provisional liquidator;

(vi) takes or opens any other insolvency proceedings; or

(vii) takes any step analogous to any of the foregoing in any jurisdiction;

(b) in each case against, or in relation to, any member of the Debtor's Group; and

(c) the giving of notice by any Lender acting on the instructions of an Instructing
Majority to the Debtor (copied to each Lender) given at any time [on not less than
[PERIOD OF TIME] notice] [after any member of the Debtor's Group breaches
any of its obligations set out in this agreement].

3. OBLIGATIONS OF THE DEBTOR'S GROUP DURING THE STANDSTILL PERIOD

3.1. During the Standstill Period, no member of the Debtor's Group shall:

(a) repay any amount to any Lender which has the effect of reducing the amount due
to that Lender to less than the amount due to that Lender as at the Calculation
Point unless:

(i) payment is simultaneously made by [that OR any] member of the

Debtor's Group to all Lenders in such amounts as are sufficient and
necessary to ensure that the amount due to all Lenders is reduced
proportionately (and in the same proportions); or

(ii) such repayment is a repayment under, or a reduction of amounts payable

to the Overdraft Lender in respect of, the Overdraft Facilities or is a result
of the application of any set-off or netting arrangements in relation to the
Overdraft Facilities in force as at the Calculation Point;

(b) draw or use any unused (as at the Calculation Point) portion of any of the
Existing Facilities, except for:

(i) fluctuations in Overdraft Facilities within the limits applicable to such

facilities as at the Calculation Point (but each member of the Debtor's
Group acknowledges that the Overdraft Lender shall not be obliged to
allow any fluctuations in Overdraft Facilities where the gross or net
amount outstanding under the Overdraft Facilities exceeds the gross or

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 net amount respectively outstanding under them at the Calculation
Point),

(ii) drawings, renewals or rollovers of maturing advances under an Existing

Facility (not being an Overdraft Facility) where necessary to maintain the
level of principal outstandings under that Existing Facility at the level of
principal outstandings under that Existing Facility as at the Calculation
Point ;

(iii) drawings or utilisations of any Existing Facility (not being an Overdraft

Facility) made with the consent of the relevant Lender under that Existing
Facility;

(c) grant or create any security or give any guarantee or other commitment (or
procure or allow any of its Affiliates to do so) in favour of any Lender or other
creditor of any member of the Debtor's Group, or take any action which has the
intention, desire or effect of putting any Lender into a better position as against
any other Lender than it was as at the Calculation Point; or

(d) pay any dividend, or make any distribution, to any shareholder, or purchase or
redeem any of its own shares.

3.2. During the Standstill Period, each member of the Debtor's Group shall pay promptly as
they fall due all interest and fees and accrued and accruing under the Existing Facilities
in accordance with their terms in effect as at the Calculation Point.

4. OBLIGATIONS OF LENDERS DURING THE STANDSTILL PERIOD

4.1. During the Standstill Period the Overdraft Lender shall:

(a) continue to make the Overdraft Facilities available to the Debtor's Group; and

(b) operate the Overdraft Facilities with the same gross and net limits as at the
Calculation Point provided that the Overdraft Lender shall be entitled, but shall
not be obliged, to allow any fluctuations in Overdraft Facilities where the gross or
net amount outstanding under the Overdraft Facilities exceeds the gross or net
amount respectively outstanding under them at the Calculation Point.

4.2. During the Standstill Period the Lenders shall renew or roll-over (and allow the renewal
and roll-over of) any advances made under any of the Existing Facilities (not being
Overdraft Facilities) on their scheduled maturity dates or roll-over dates, provided that:

(a) no Lender shall be obliged to allow or permit a renewal or roll-over which will
extend beyond [DATE AS IN clause 2.(a)];

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 (b) on any such renewal or roll-over there will be no change in the amount of
principal outstandings thereunder (save to the extent of any increase permitted
by this agreement in respect of New Monies); and

(c) no Lender shall be obliged to advance New Monies.

4.3. During the Standstill Period, no Lender shall:

(a) cancel any undrawn or unused portions of any of the Existing Facilities;

(b) demand repayment of any amount due under any Existing Facilities, or accelerate
the due date for payment of any amount under the Existing Facilities [except for
interest and fees as they fall due in accordance with their terms in effect as at the
Calculation Point];

(c) take any action to enforce the payment of monies under any Existing Facility
[except for interest and fees as they fall due in accordance with their terms in
effect as at the Calculation Point];

(d) terminate or cancel, or give notice to terminate or cancel, any guarantee, letter of
credit or similar commitment given in connection with any of the Existing
Facilities in favour of a third party in force as at the Calculation Point;

(e) terminate or cancel, or give notice to terminate or cancel, any [swap/hedge]

arrangement made in connection with any of the Existing Facilities in force as at
the Calculation Point;

(f) exercise any right of netting or set-off in relation to any of the Existing Facilities,
other than an exercise of any such right by the Overdraft Lender in relation to any
of the Overdraft Facilities in accordance in each case with the arrangements in
force in relation to that Overdraft Facility as at the Calculation Point;

(g) enforce, or take any step with a view to enforcing, any security or guarantee given
by any person in respect of the obligations under any Existing Facilities of any
member of the Debtor's Group;

(h) take any action referred to in clause 2.(a), in each case against or in relation to
any member of the Debtor's Group;

(i) transfer or assign any or all of its rights or obligations under any of the Existing
Facilities other than [with the consent of an Instructing Majority and] on terms
that any transferee or assignee covenants with each other party to this agreement
to be bound by it in place of (or, where the transfer or assignment is of part only
of the Lender's rights or obligations in respect of the Existing Facilities, in
addition to) the relevant Lender.

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4.4. Each Lender agrees with each other Lender that if it receives a payment by a member of
the Debtor's Group which is in breach of clause 3.(a), that Lender shall, to the extent
necessary, make adjusting payments to give effect to the provisions of clause 3.1.(i).

5. PRIORITY FOR NEW MONIES OTHER THAN THROUGH OVERDRAFT FACILITIES

5.1. If any Lender (other than the Overdraft Lender in respect of the Overdraft Facilities)
advances New Monies during the Standstill Period to any member of the Debtor's Group,
the Lender shall be entitled to receive repayment or reimbursement or indemnity in
respect of such New Monies (together with any interest, fees and commissions on them)
in priority to and before repayment to any Lender of Old Monies.

5.2. The entitlement of any Lender under clause 5.1 shall rank pari passu with the rights of all
other Lenders (other than the Overdraft Lender in respect of the Overdraft Facilities
whose rights shall be as set out in clause 6) who advance New Monies during the
Standstill Period.

5.3. The Lenders shall, to the extent necessary, make adjusting payments between
themselves to give effect to the provisions of this clause 5.

6. PRIORITY FOR NEW MONIES: OVERDRAFT FACILITIES

6.1. If the net (after taking into account all rights of set-off available to the Overdraft Lender)
amount standing to the debit of the relevant overdraft account in respect of any of the
Overdraft Facilities calculated as at the Termination Point exceeds the net (after taking
into account all rights of set-off available to the Overdraft Lender) amount standing to
the debit of the relevant overdraft account in respect of that Overdraft Facility as at the
Calculation Point, the amount of the excess shall, for the purposes of this agreement, be
deemed to be New Monies advanced during the Standstill Period (and for this purpose
turnover within an account, and fluctuations from time to time in account balances
between the Calculation Point and the Termination Point, shall be irrelevant).

6.2. The Overdraft Lender's entitlement to repayment of New Monies advanced pursuant to
Overdraft Facilities during the Standstill Period shall rank in priority to the claims of any
Lender in respect of New Monies under clause 5.

6.3. The Lenders shall, to the extent necessary, make adjusting payments between
themselves to give effect to the provisions of this clause 6.

7. APPLICATION OF REDUCTIONS IN OVERDRAFT FACILITY BALANCES DURING THE

STANDSTILL PERIOD

Any reduction during the Standstill Period in the amount outstanding (whether calculated on a
net or a gross basis) under any of the Overdraft Facilities shall enure solely to the benefit
of the Overdraft Lender.

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8. COORDINATING BANK

8.1. Each member of the Debtor's Group undertakes (jointly and severally with each other) to
the Lenders that it will:

(a) pay the fees to the Coordinating Bank set out in [DETAILS OF SIDE LETTER]
promptly when due;

(b) on written demand by the Coordinating Bank, promptly indemnify the

Coordinating Bank against, and reimburse to it, any costs, fees and expenses
incurred by the Coordinating Bank (including legal and other professional fees)
together with any applicable value added tax, incurred by the Coordinating Bank
in connection with its role as such; and

(c) provide such information to the Coordinating Bank (with authority, which is
hereby given, for the Coordinating Bank to disseminate the same to the Lenders)
as the Coordinating Bank may [reasonably] require in relation to the financial
position and affairs, including account balances and details of indebtedness owed
to each of the Lenders from time to time, of the Debtor's Group.

8.2. Each member of the Debtor's Group and each Lender acknowledges that the
Coordinating Bank shall be entitled to retain for its own account any fees paid or payable
by any member of the Debtor's Group or the Lenders to the Coordinating Bank in
connection with its acting in its capacity as such.

8.3. Each of the Lenders shall indemnify the Coordinating Bank on demand in respect of any
and all damages, costs, expenses, loss or claims that the Coordinating Bank may incur,
suffer or which may be made against it, as the case may be, in connection with its acting
as Coordinating Bank (including in respect of any breach by any member of the Debtor's
Group in complying with its obligations under clause 8.1).

8.4. In connection with any notice issued by the Coordinating Bank pursuant to [clause 2.(a)
or clause 2.(c)], each member of the Debtor's Group shall be entitled:

(a) to assume that the necessary Instructing Majority [authority has OR instructions
have] been obtained by the Coordinating Bank;

(b) to require the Coordinating Bank to provide to it reasonable evidence that the
Coordinating Bank has obtained such [authority OR instructions] provided that
no such request for evidence shall prevent:

(i) the running or effluxion of time in respect of any notice given; or

(ii) delay or prevent any action proposed to be taken by the Coordinating

Bank in reliance on the [authority OR instructions] of an Instructing
Majority.

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9. NO RELIANCE

9.1. Each of the Lenders acknowledges to each other Lender and to the Coordinating Bank in
its capacity as such that in making this agreement it has not relied upon information or
advice provided by the other.

9.2. No Lender, nor the Coordinating Bank in its capacity as such, shall be liable to any
Lender:

(a) for any action or omission (not being its own action or omission) in breach of this
agreement;

(b) in respect of the exercise of any discretion by it in relation to, or under, this
agreement; or

(c) in relation to any action taken, or omitted to be taken, by it pursuant to this

agreement.

9.3. This clause 9 is not for the benefit of, nor shall it be capable of being relied on by, any
member of the Debtor's Group.

10. NO WAIVER

10.1. Nothing in this agreement constitutes a waiver of any rights of any Lender against any
member of the Debtor's Group, and all of such rights are reserved.

10.2. No failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or remedy, nor
shall it prevent or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy

11. ASSIGNMENT AND OTHER DEALINGS

11.1. Subject to clause 11.2, no party shall assign, transfer, mortgage, charge, subcontract,
declare a trust over or deal in any other manner with any or all of its rights and
obligations under this agreement without the prior written consent of the other party
(such consent not to be unreasonably withheld or delayed).

11.2. Nothing in clause 11.1 shall prohibit the transfer or assignment by any Lender of any or
all of its rights under any of the Existing Facilities where such transfer or assignment is
made in accordance with clause 4.(i).

12. ENTIRE AGREEMENT

12.1. This agreement constitutes the entire agreement between the parties in relation to the
subject matter of it, and supersedes and extinguishes all previous agreements, promises,

10
 assurances, warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.

12.2. Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or negligently) that is
not set out in this agreement. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation [or negligent misstatement] based on any statement in
this agreement.

13. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties
(or their authorised representatives).

14. NOTICES

14.1. A notice given to a party under or in connection with this agreement shall be in writing
and sent to the party at the address or to the fax number given in this agreement or as
otherwise notified in writing to each other party.

14.2. The following table sets out methods by which a notice may be sent and its
corresponding deemed delivery date and time:

Delivery method Deemed delivery date and time

Delivery by hand. On signature of a delivery receipt [or at the

time the notice is left at the address].

Pre-paid first class post [or other next [9.00 am] on the [second] Business Day after
working day delivery service providing proof posting [or at the time recorded by the
of [postage OR proof of delivery]]. delivery service].

Pre-paid airmail[ providing [proof of postage [[9.00 am] on the [fifth] Business Day after
OR proof of delivery]]. posting [or at the time recorded by the
delivery service.]

OR

[INSERT TIME AND DATE].

Fax. At the time of transmission.

14.3. For the purpose of clause 14.2 and calculating deemed receipt:

(a) all references to time are to local time in the place of deemed receipt;

11
 (b) if deemed receipt would occur in the place of deemed receipt on a day other than
a Business Day, deemed receipt is deemed to take place at 9.00 am on the next
Business Day.

14.4. This clause 14 does not apply to the service of any proceedings or other documents in any
legal action or, where applicable, any arbitration or other method of dispute resolution.

14.5. A notice given under this agreement by email is valid.

14.6. In this clause 14, a Business Day is a day, other than a Saturday or Sunday or public
holiday in Kenya, when banks in Kenya are generally open for business.

15. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed
[and delivered] shall constitute a duplicate original, but all the counterparts shall
together constitute the one agreement.

16. DISPUTE RESOLUTION

16.1. Good Faith Negotiations

In case of any dispute arising out of this Agreement including any question regarding its
interpretation, existence, validity or termination, each party will use its best efforts to
resolve the dispute by good faith negotiation within a period of Thirty (30) Business
Days following notification of the dispute.

16.2. Mediation

(a) If the dispute has not been settled pursuant to the Good Faith Negotiations under
clause 16.1 within (30) Business Days from when the settlement discussions were
instituted, any party may elect to refer the dispute to mediation. The mediation
shall take place in in accordance with the Nairobi Centre for International
Arbitration (Mediation) Rules, 2015.

(b) The mediator shall be appointed by mutual agreement between the Parties or in
default of such agreement within five (5) days of the notification of a dispute,
upon the application of either Party, by the Registrar of the Nairobi Centre for
International Arbitration in accordance with the Nairobi Centre for International
Arbitration (Mediation) Rules, 2015.

(c) The mediation shall take place in Nairobi and shall be conducted in accordance
with the Nairobi Centre for International Arbitration (Mediation) Rules, 2015.

(d) Unless otherwise agreed, the mediation will start not later than Fourteen (14)
Business Days from the of notification of the dispute. No party may commence
any court proceedings or arbitration in relation to any dispute arising out of this

12
 agreement until it has attempted to settle the dispute by mediation and the
mediation has terminated.

(e) Nothing in this Agreement shall prevent or delay a Party seeking urgent
injunctive or interlocutory relief in a court having jurisdiction.

16.3. Arbitration

(a) If the dispute has not been settled pursuant to Good Faith Negotiations under
Clause 1.1 or under Mediation under clause 1.2 above within thirty (30) Business
Days (or such longer period as may be agreed upon between the parties) from
when the settlement discussions were instituted, any party may elect to
commence arbitration. Such arbitration shall be referred to arbitration by a
single arbitrator to be appointed by agreement between the Parties or in default
of such agreement within fourteen (14) days of the notification of a dispute, upon
the application of either Party, by the Chairman for the time being of the Kenya
Branch of the Chartered Institute of Arbitration of the United Kingdom.

(b) Such arbitration shall be conducted in Nairobi in accordance with the Rules of
Arbitration of the said Institute and subject to and in accordance with the
provisions of the Arbitration Act 1995.

(c) To the extent permissible by Law, the determination of the Arbitrator shall be
final, conclusive and binding upon the Parties hereto.

(d) Pending final settlement or determination of a dispute, the Parties shall continue
to perform their subsisting obligations hereunder.

(e) Nothing in this Agreement shall prevent or delay a Party seeking urgent
injunctive or interlocutory relief in a court having jurisdiction.

17. GOVERNING LAW

This Deed is governed by, and shall be construed in accordance with, the laws of Kenya.

This agreement has been entered into on the date stated at the beginning of it.

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SEALED with the COMMON SEAL OF THE
DEBTOR
in the presence of

Director
ID No……..………………………….. Affix seal
PIN No………………………………….

Signature………………………………

Director/Secretary
ID No……….…………………………..

PIN No………………………………….

Signature………………………………..

In the presence of

Advocate

CERTIFICATE

I CERTIFY that above-named ………………………….. and ………………………….., both directors

or a director and company secretary of the Debtor herein appeared before me on the ……….
day of …………………… 20… and being known to me acknowledged the above signatures or
marks to be theirs and that they had freely and voluntarily executed this Agreement and
understood its contents.

SEALED with the COMMON SEAL OF THE

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FIRST SUBSIDIARY
in the presence of

Director
ID No……..………………………….. Affix seal
PIN No………………………………….

Signature………………………………

Director/Secretary
ID No……….…………………………..

PIN No………………………………….

Signature………………………………..

In the presence of

Advocate

CERTIFICATE

I CERTIFY that above-named ………………………….. and ………………………….., both directors

or a director and company secretary of the First Subsidiary herein appeared before me on
the ………. day of …………………… 20… and being known to me acknowledged the above
signatures or marks to be theirs and that they had freely and voluntarily executed this
Agreement and understood its contents.

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SEALED with the COMMON SEAL OF THE
SECOND
in the presence of

Director
ID No……..………………………….. Affix seal
PIN No………………………………….

Signature………………………………

Director/Secretary
ID No……….…………………………..

PIN No………………………………….

Signature………………………………..

In the presence of

Advocate

CERTIFICATE

I CERTIFY that above-named ………………………….. and ………………………….., both directors

or a director and company secretary of the Second Subsidiary herein appeared before me
on the ………. day of …………………… 20… and being known to me acknowledged the above
signatures or marks to be theirs and that they had freely and voluntarily executed this
Agreement and understood its contents.

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Signed by the duly authorised attorneys of the
First Lender under and by virtue of Power of
Attorney registered at the District Lands
Registry at Nairobi as number IP/A ………..and
IP/A………respectively in the presence of

……………………………………………
Attorney’s signature

……………………………………………
Attorney’s signature

…………………………………………………..
Advocate’s signature

CERTIFICATE

I CERTIFY that …………….……………….and …………………………………… being the duly

constituted attorney of the First Lender appeared before me on
________________________ and being known to me/ acknowledged the above
signature or mark to be his/hers and that he/she had freely and voluntarily executed this
instrument and understood its contents.

…………………………………………………………………
Advocate

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Signed by the duly authorised attorneys of the
Second Lender under and by virtue of Power
of Attorney registered at the District Lands
Registry at Nairobi as number IP/A ………..and
IP/A………respectively in the presence of

……………………………………………
Attorney’s signature

……………………………………………
Attorney’s signature

…………………………………………………..
Advocate’s signature

CERTIFICATE

I CERTIFY that …………….……………….and …………………………………… being the duly

constituted attorney of the Second Lender appeared before me on
________________________ and being known to me/ acknowledged the above
signature or mark to be his/hers and that he/she had freely and voluntarily executed this
instrument and understood its contents.

…………………………………………………………………
Advocate

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 Signed by the duly authorised attorneys of the
Coordinating Bank under and by virtue of
Power of Attorney registered at the District
Lands Registry at Nairobi as number IP/A
………..and IP/A………respectively in the
presence of
……………………………………………
Attorney’s signature

……………………………………………
Attorney’s signature

…………………………………………………..
Advocate’s signature

CERTIFICATE

I CERTIFY that …………….……………….and …………………………………… being the duly

constituted attorney of the Coordinating Bank appeared before me on
________________________ and being known to me/ acknowledged the above
signature or mark to be his/hers and that he/she had freely and voluntarily executed this
instrument and understood its contents.

…………………………………………………………………
Advocate

Drawn by:
CM Advocates LLP
I&M Bank Building, 7th Floor
2nd Ngong Avenue
P.O. Box 22588-00505
Nairobi, Kenya
Ref:

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