Phone:

______, 20___

Borrower Name
Address
Town/city, Postal Code

Attn: ______

Dear Sirs:

Alberta Treasury Branches has approved and offers financial assistance on the terms and conditions in the attached Commitment Letter. [Include the following if this is a renewal – This agreement amends and restates in its entirety our previous letter(s). Any borrowings outstanding under previous letter agreement(s) are deemed to be Borrowings hereunder under the related facility referenced herein.]

You may accept our offer by returning the enclosed duplicate of this letter, signed as indicated below, by 4:00 p.m. mountain standard time (“MST”) on or before ______, 20____ [within 30 days from the date on this letterhead] or our offer will automatically expire. We reserve the right to cancel our offer at any time prior to acceptance.

Thank you for your [continued] business.

Form 7514 (Rev. 03/10) ® Registered trademark of Alberta Treasury Branches. Page 1 of 3

Yours truly,

ALBERTA TREASURY BRANCHES

Per:
insert name of ATB signing officer
insert title of ATB signing officer

Encl.

Accepted this day of , 20

BORROWER

insert name of individual Borrower
INSERT NAME OF CORPORATE BORROWER
Per:
insert name of corporate Borrower's signing officer
insert title of corporate Borrower's signing officer
And per:
insert name of corporate Borrower's signing officer
insert title of corporate Borrower's signing officer

GUARANTOR

insert name of individual Guarantor
INSERT NAME OF CORPORATE GUARANTOR

Form 7514 (Rev. 03/10) ® Registered trademark of Alberta Treasury Branches. Page 1 of 3

LENDER: ALBERTA TREASURY BRANCHES

BORROWER:

GUARANTOR (if applicable):

1.  DETAILS OF CREDIT FACILITIES (EACH REFERRED TO AS A "CREDIT FACILITY"):

[Insert appropriate description as per AFC – examples follow]

Credit Facility #1 - Operating Credit Facility (Revolving) – $______

- is available by way of Prime-based loans.

- Interest will be calculated from the date or dates funds are advanced on the daily outstanding principal at Prime plus ___% per annum and will be payable on the last day of each month.

- is available by way of letters of guarantee (to an aggregate maximum of $______).

- is to be used for the general operating purposes of Borrower [revise if necessary as per terms of AFC]. [If this Credit Facility is to pay out another lender, replace with: This Credit Facility is to be used to pay out in full all indebtedness and liability owing by Borrower to ______, and thereafter, for the general operating purposes of Borrower.]

- [Include if Credit Facility is margined] advances will be limited to the amount (the "Margin Limit") equal to the lesser of:

- the maximum principal amount of this Credit Facility; and

- the aggregate of (a) [75%] of Good Accounts Receivable of Borrower plus (b) [50%] (to a maximum of $______) of Inventory of Borrower [Insert if applicable where RMBL and operating both exist and if contained in margining formula for operating facility] plus (c) ___ % of the purchase price of the unencumbered, residential, single family lots that are registered in the name of the Borrower and have not been in the Borrower’s Inventory for greater than ____ months.

- may be prepaid in whole or in part at any time without penalty.

- Borrower may borrow, repay and reborrow up to this Credit Facility amount above [but not exceeding the Margin Limit]. Principal advances and repayments to be in the minimum sum of $______or multiples of it.

- is payable in full on demand by Lender.

Credit Facility #2 – Non-Revolving, Reducing Credit Facility (“Term Loan”) $______

- is available by way of [Modify as necessary]

- Prime-based loans

- Interest will be calculated from the date or dates funds are advanced on the daily outstanding principal at Prime plus ___% per annum.

-  may be prepaid in whole or in part at any time without penalty.

- Fixed-rate loans

- Interest is payable at ___% per annum for the period from advance or conversion to this Credit Facility's Maturity Date.

- may be amortized over a maximum of ____ months.

- [Use this clause for all Term Loans designated as “business”] Borrower may, when not in default hereunder, prepay the whole or any part of the outstanding principal amount upon payment of an amount (which Lender and Borrower agree is a genuine pre-estimate of damages and not a penalty) equal to [3 or 6] months’ interest on the amount prepaid or the Interest Rate Differential, whichever is greater.

- [Use this clause for all Term Loans designated as “agricultural” and secured by real estate or made to a corporation] For Term Loans involving terms of 5 years or less, Borrower may, when not in default hereunder, in each calendar year: (a) prepay without notice or penalty, a portion of the outstanding principal not exceeding 20% of the principal amount outstanding as of the end of last calendar year (this privilege when not exercised in any such calendar year is not cumulative). In addition, Borrower may, when not in default hereunder, at any time prepay on any payment date the whole or any part of the outstanding principal amount upon payment of an amount (which Lender and Borrower agree is a genuine pre-estimate of damages and not a penalty) equal to 3 months' interest on the amount prepaid or the Interest Rate Differential.

For Term Loans involving terms greater than 5 years, unless demanded by the Lender, the Borrower may not prepay the whole or any part of the principal, including an increase in regular payments, without the Lender’s written approval and the Borrower will be subject to a prepayment charge (a) in the first 5 years, 3 months’ interest or the Interest Rate Differential, whichever is greater; (b) after 5 years, 3 months’ interest.

- [Use this clause for all Term Loans designated as “agricultural” not secured by real estate (non-corporate Borrower)] may be prepaid in whole or in part at any time without penalty.

- is available by way of one-draw/two draws/multiple draws [choose appropriate number of draws] on or before _____, 20__. Unless approved by Lender in writing, any amount not drawn on or before that date will be cancelled and no longer available to the Borrower.

- is to be used for [specify use as per terms of AFC, e.g. the acquisition by Borrower of capital assets].

- is non-revolving. Amounts repaid may not be reborrowed.

- is payable in full on demand by Lender but in any event no later than ______, 20___ [or the date falling ____ years after the date of the initial advance] ("this Credit Facility's Maturity Date").

- [For Professional Practice Financing (Accountants): include if interest –only followed by blended monthly payments] Over the first ___ months following the date of the initial advance (the “Interest-Only Period”), the Borrower shall, on the last day of each month, make interest payments equal to the total interest accrued within that month. Upon expiration of the Interest-Only Period and to and including this Credit Facility’s Maturity Date (the “Blended Interest Period”), the Borrower shall, on the last day of each month, make blended payments in an amount to be determined by the Lender based on the Credit Facility’s outstanding balance and prevailing interest rate over the Blended Interest Period, while maintaining an amortization period of ___ months. The balance of all amounts owing under this Credit Facility are due and payable in full on demand by the Lender but, in any event, no later than this Credit Facility’s Maturity Date. Payments will be applied, at the Lender’s option, firstly to accrued interest and secondly to principal.

- [Include if blended weekly/bi-weekly/monthly payments] Borrower shall (continue to) make blended payments of $______per [week/bi-weekly period/month] on the

______[last day for monthly unless otherwise specified/Friday for weekly/second Friday for bi-weekly, unless day of week is specified] of each [week/bi-weekly period/month]

[for new loans]
commencing
[______, 20___]
or
[no more than ____ [enter 45 days (for monthly payments)/15 days (for weekly payments)/30 days (for bi-weekly payments)] after the date of the initial advance],

- to be applied at Lender’s option firstly to accrued interest and secondly to principal, with the balance of all amounts owing under this Credit Facility being due and payable in full on demand by Lender but in any event no later than this Credit Facility’s Maturity Date. Payment amounts are subject to adjustment on notice to Borrower to ensure amortization period of ____ months is maintained [delete last sentence if fixed rate pricing].

[Include if blended quarterly, semi annual or annual payments] Borrower shall (continue to) make blended payments of $______per [quarter/half-yearly/year] on

[specify all payment dates coming due in the next year] and continuing each [quarter/half-year/year]

[for new loans]
commencing [______, 20___],

- to be applied at Lender’s option firstly to accrued interest and secondly to principal, with the balance of all amounts owing under this Credit Facility being due and payable in full on demand by Lender but in any event no later than this Credit Facility’s Maturity Date. Payment amounts are subject to adjustment on notice to Borrower to ensure amortization period of ___ months is maintained [delete last sentence if fixed rate pricing].

- [Include if payments are principal only] Borrower shall make principal payments of $______per [week/month/quarter] on the last day of each [week/month/quarter] commencing [______, 20___ or no more than 45 days after the date of the initial advance], with the balance of all amounts owing under this Credit Facility being due and payable in full on demand by the Lender but in any event no later than this Credit Facility's Maturity Date. Interest is calculated on the daily outstanding principal balance and is payable on the last day of each month.

- For Term Loans and for each advance drawn under an Evergreen Line of Credit Facility, the Borrower may apply, in writing, at any time to the Lender to change the applicable interest rate from a fixed rateCredit Facility to a variable rate Credit Facility.If approval is granted, the Borrower shall pay: (a) all out-of-pocket expenses incurred by the Lender; (b) a fee of 3 months' interest on the principal balance outstanding as at the date of conversion or the Interest Rate Differential, whichever is greater; and (c) all accrued interest up to the conversion date.

- Borrower may apply at any time to Lender to change the applicable interest rate from a variable rate to a fixed rate. If approval is granted, the Borrower will pay:

a)  An administration fee of:

(i)  $500 for a Term Loan with an outstanding balance of $100,000 or less;

(ii)  $750 for a Term Loan with an outstanding balance greater than $100,000 up to and including $500,000;

(iii)  $1,000 for a Term Loan with an outstanding balance greater than $500,000;

b)  All out of pocket expenses incurred by Lender; and

c)  All accrued interest to the conversion date.

Credit Facility #3 – Evergreen Line of Credit Facility – $______

- each loan under this Credit Facility is to be used to finance [specify purpose e.g. the purchase of a new vehicle or vehicles for leasing purposes, expand as required for other assets.]

- the interest rate on each loan made available under this Credit Facility will be determined when drawn.

- is available by way of a series of reducing loans. Payment schedule for each loan will be determined when drawn, amortized over maximum [____] years for [capital purchase]. The last day of the term of each loan under this Credit Facility is referred to as this Credit Facility's Maturity Date for such loan.

- advances under this Credit Facility will be determined by the Lender. Lender will finance up to ___% of ______[capital purchase] excluding GST. Purchase to be evidenced by ______[a paid invoice including serial number of capital asset]. Each advance will be evidenced by a confirmation confirming the details of such loan. Prior to each advance, Lender must be satisfied it has a registered first charge on the ______(e.g. – capital asset) being purchased.

- Borrower may borrow, repay and reborrow under this Credit Facility provided the total of all outstanding advances do not exceed the maximum principal amount of this Credit Facility.

- for each advance drawn under this Credit Facility, the Borrower may apply, in writing, at any time to the Lender to change the applicable interest rate from a fixed rateCredit Facility to a variable rate Credit Facility.If approval is granted, the Borrower shall pay: (a) all out-of-pocket expenses incurred by the Lender;(b) a fee of 3 months' interest on the principal balance outstanding as at the date of conversion or the Interest Rate Differential, whichever is greater; and (c) all accrued interest up to the conversion date.

- for each advance drawn under this Credit Facility, Borrower may apply at any time to Lender to change the applicable interest rate from a variable rate to a fixed rate. If approval is granted, the Borrower will pay:

a)  An administration fee of:

(i)  $500 for an advance with an outstanding balance of $100,000 or less;

(ii)  $750 for an advance with an outstanding balance greater than $100,000 up to and including $500,000;