# INTERCOMPANY LOAN AGREEMENT
Date: 15 March 2038
Parties: Meadow Holdings Ltd and Meadow Retail Ltd
## 1. Advance and permitted use
Holdings shall advance £280,000 to Retail's nominated bank account on 20 March 2038. Retail shall apply the advance solely to the refurbishment of its Bristol store, keep invoices and project records, and not lend or distribute the money outside that project.
## 2. Interest, payment and consideration
Retail shall pay interest at 5.25% per annum on the outstanding principal, calculated daily and paid quarterly in arrears on 20 June, 20 September, 20 December and 20 March. The loan and the interest promise are the consideration for each party entering this agreement; no fee or current market-rate assumption is added.
## 3. Term, repayment and prepayment
The loan begins on the advance date and matures on 20 March 2040, when Retail shall repay all outstanding principal and accrued interest in cleared funds. Retail may prepay all or part without penalty by giving five business days' notice, with interest calculated to the payment date.
## 4. Information, default and termination
Retail shall deliver quarterly management accounts and promptly notify Holdings of material financial difficulty. Failure to pay, misuse of funds or a material unremedied breach is a default. After written notice and any agreed standstill, Holdings may accelerate the debt, subject to applicable law; termination does not remove accrued payment obligations.
## 5. Governing law and execution
This agreement and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have jurisdiction, without preventing lawful interim relief. Signed for Meadow Holdings Ltd: Ruth Bailey, Director. Signed for Meadow Retail Ltd: Omar Singh, Director. Date signed: 15 March 2038.