Debt Facility Agreement Template for England and Wales

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Key Requirements PROMPT example:

Debt Facility Agreement

"Need a Debt Facility Agreement for a £50 million secured term loan facility between ABC Bank plc as lender and XYZ Manufacturing Ltd as borrower, with quarterly repayments over 5 years starting March 2025 and including both financial and operational covenants."

Document background
A Debt Facility Agreement is essential for documenting lending arrangements in England and Wales. It's commonly used when businesses require financing for operations, expansion, or specific projects. The agreement comprehensively sets out the parties' rights and obligations, including facility terms, security arrangements, and enforcement mechanisms. Subject to English and Welsh law, it must comply with Financial Services and Markets Act 2000 and related regulations. The document can be adapted for various lending structures, from bilateral loans to syndicated facilities, and may include additional features such as revolving credit facilities or term loans.
Suggested Sections

1. Parties: Identification and details of the lender(s) and borrower(s)

2. Background: Context of the facility and purpose of the loan

3. Definitions and Interpretation: Key terms used throughout the agreement including references to relevant legislation such as FSMA 2000, Companies Act 2006

4. The Facility: Details of the loan amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before drawdown, including regulatory compliance requirements

6. Repayment: Terms and schedule of repayment including early repayment provisions

7. Interest: Interest rate, calculation, and payment terms

8. Representations and Warranties: Statements of fact and assurances from the borrower, including regulatory compliance confirmations

9. Covenants: Ongoing obligations of the borrower including financial and non-financial covenants

10. Events of Default: Circumstances that trigger default and remedies available to the lender

11. Changes to Parties: Provisions for transfers, assignments, and changes to the lending structure

12. Administration: Administrative provisions including notices, calculations, and payments

13. Governing Law and Jurisdiction: Confirmation of English law governance and jurisdiction of English courts

Optional Sections

1. Security: Details of any security/collateral arrangements and enforcement rights

2. Guarantees: Terms of any guarantees provided by third parties

3. Syndication Provisions: Terms for multiple lenders including voting rights and majority lender decisions

4. Increased Costs and Tax Gross-Up: Provisions dealing with changes in regulatory costs and tax requirements

5. Market Disruption: Provisions dealing with market disruption events and alternative interest rates

Suggested Schedules

1. Conditions Precedent Schedule: Detailed list of required documents and conditions to be satisfied

2. Form of Drawdown Notice: Template for requesting loan disbursements

3. Repayment Schedule: Detailed breakdown of repayment dates and amounts

4. Form of Transfer Certificate: Template for transferring loan participations between lenders

5. Security Documents: Forms of security documents and supporting documentation

6. Financial Covenants: Detailed calculations and definitions for financial covenants

7. Form of Compliance Certificate: Template for periodic compliance certification by borrower

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation regulating financial services and markets, including requirements for authorized lenders and consumer protection provisions

Consumer Credit Act 1974: Governs consumer lending with provisions for consumer protection measures, documentation requirements, and cooling-off periods

Companies Act 2006: Covers corporate borrowing powers, directors' duties, and company registration requirements relevant to corporate lending

Law of Property Act 1925: Establishes requirements for security over property and mortgage provisions in secured lending arrangements

FCA Regulations: Regulatory framework covering conduct of business rules, fair treatment of customers, and regulatory reporting requirements

PRA Requirements: Prudential regulations covering capital adequacy requirements and risk management standards

Unfair Contract Terms Act 1977: Governs fairness of contract terms and limitation of liability provisions in agreements

Contracts (Rights of Third Parties) Act 1999: Regulates third-party rights considerations in contractual arrangements

Money Laundering Regulations 2017: Sets out KYC requirements and due diligence obligations for financial transactions

Financial Services (Banking Reform) Act 2013: Covers ring-fencing requirements and general banking industry regulations

Enterprise Act 2002: Addresses competition law considerations and merger control aspects in financial arrangements

Data Protection Act 2018 and UK GDPR: Establishes data protection requirements and privacy provisions for handling personal information

Relevant Case Law: Body of precedents on facility agreements, interpretation of contractual terms, and enforcement of security

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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