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Facility Agreement
"I need a Facility Agreement under South African law for a R50 million secured term loan facility to a mining company, with quarterly repayments over 5 years and including both financial covenants and environmental compliance provisions."
1. Parties: Identification of the lender(s), borrower(s) and any guarantors
2. Background: Context of the facility and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. The Facility: Details of the facility amount, purpose and availability
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilization of the facility
7. Interest: Interest rate, calculation and payment provisions
8. Repayment: Terms and schedule for repayment of the facility
9. Prepayment: Voluntary and mandatory prepayment provisions
10. Representations and Warranties: Statements of fact and assurances given by the borrower
11. Information Undertakings: Obligations to provide financial and other information
12. Financial Covenants: Financial metrics and ratios the borrower must maintain
13. General Undertakings: General operational and business commitments of the borrower
14. Events of Default: Circumstances that trigger default and remedies
15. Changes to Parties: Assignment and transfer provisions
16. Administration: Payment mechanics, calculations and administrative matters
17. Notices: Communication procedures between parties
18. General: Miscellaneous legal provisions including amendments, waivers, severability
19. Governing Law and Jurisdiction: South African law as governing law and jurisdiction provisions
1. Security: Required if the facility is secured - details security arrangements and enforcement
2. Guarantee: Required if there are guarantors - terms of guarantee and indemnity
3. Agent and Security Agent Provisions: Required for syndicated facilities with multiple lenders
4. Tax Gross Up and Indemnities: Detailed tax provisions required for cross-border facilities
5. Increased Costs: Required for facilities with international lenders or regulatory change protection
6. Set-off: Optional rights of set-off, typically included for corporate facilities
7. Payment Waterfall: Required for complex facilities with multiple tranches or priority arrangements
8. Break Costs: Required for facilities with fixed interest periods
9. Market Disruption: Required for facilities using interbank rates as reference rates
1. Form of Drawdown Notice: Template for borrower to request utilization of the facility
2. Conditions Precedent Documents: Detailed list of required documents and conditions
3. Form of Transfer Certificate: Template for transferring commitments between lenders
4. Form of Compliance Certificate: Template for periodic financial covenant compliance certification
5. Repayment Schedule: Detailed schedule of repayment dates and amounts
6. Form of Accession Deed: Template for additional parties joining the agreement
7. Financial Covenant Calculations: Detailed methodology for calculating financial covenants
8. Security Documents: List and copies of security documents if facility is secured
9. Existing Security and Financial Indebtedness: Details of permitted existing arrangements
Authors
Banking
Financial Services
Manufacturing
Mining
Real Estate
Infrastructure
Energy
Telecommunications
Retail
Healthcare
Agriculture
Technology
Construction
Transportation
Industrial
Legal
Finance
Treasury
Compliance
Risk Management
Credit
Corporate Banking
Operations
Company Secretarial
Business Development
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Compliance Officer
Risk Manager
Credit Manager
Relationship Manager
Transaction Manager
Finance Manager
Company Secretary
Banking Executive
Loan Officer
Financial Controller
Business Development Manager
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