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Common Terms Agreement
"I need a Common Terms Agreement under Nigerian law for a syndicated loan facility of NGN 50 billion to finance a renewable energy project in Lagos, with five local banks as lenders and including Islamic finance provisions to accommodate two Shariah-compliant lenders joining by March 2025."
1. Parties: Identification of all parties to the agreement, including borrowers, lenders, agents, and other relevant parties
2. Background: Recitals explaining the context and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. The Facilities: Overview of all facilities covered by the common terms
5. Purpose: Permitted uses of the facilities and any restrictions
6. Conditions Precedent: Conditions that must be satisfied before the facilities become available
7. Representations and Warranties: Standard representations and warranties given by the borrower
8. Information Undertakings: Obligations to provide financial and other information
9. Financial Covenants: Financial ratios and other metrics the borrower must maintain
10. General Undertakings: General positive and negative covenants applicable to the borrower
11. Events of Default: Circumstances that constitute default and trigger remedies
12. Changes to Parties: Provisions governing transfers, assignments, and changes to lenders
13. Administration: Role and duties of facility agent and other administrative matters
14. Payment Mechanics: Procedures for making payments and handling currencies
15. Set-off and Calculations: Rights of set-off and basis for financial calculations
16. Notices: Methods and requirements for giving notices under the agreement
17. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Security Provisions: Required if the facilities are secured, detailing the security structure and enforcement
2. Intercreditor Provisions: Required if there are multiple classes of creditors, establishing payment priorities and enforcement rights
3. Project Specific Provisions: Required for project finance transactions, including specific project undertakings and monitoring
4. Multi-currency Provisions: Required if facilities are available in multiple currencies
5. Tax Gross-up and Indemnities: Detailed tax provisions required if cross-border elements exist
6. Increased Costs and Illegality: Required for managing regulatory changes affecting lenders
7. Guarantee Provisions: Required if there are guarantors supporting the facilities
8. Islamic Finance Provisions: Required if any facilities need to be Shariah-compliant
1. Lenders and Commitments: List of all lenders and their committed amounts under each facility
2. Conditions Precedent Documents: Detailed list of required documents and conditions
3. Form of Transfer Certificate: Standard form for transferring commitments between lenders
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Form of Accession Deed: Template for new parties joining the agreement
6. Form of Utilisation Request: Standard form for requesting drawdowns
7. Financial Covenants Calculations: Detailed methodology for calculating financial covenants
8. Security Documents: List and forms of required security documents
9. Repayment Schedule: Detailed schedule of repayment dates and amounts
10. Permitted Security: List of security interests permitted under the agreement
Authors
Account Bank
Additional Lender
Affiliate
Agent
Applicable Law
Authorisation
Available Commitment
Available Facility
Break Costs
Business Day
CBN
Commitment
Compliance Certificate
Default
Default Rate
Disruption Event
Effective Date
Event of Default
Facility
Facility Agent
Facility Office
Fee Letter
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Group
Guarantee
Hedging Agreement
Holding Company
IFRS
Increased Costs
Information Package
Interest Period
Interest Rate
Lender
Loan
Majority Lenders
Margin
Material Adverse Effect
Naira
Nigerian GAAP
Notice
Obligor
Original Financial Statements
Original Jurisdiction
Original Lender
Original Obligor
Party
Permitted Security
Potential Event of Default
Principal Amount
Quotation Day
Reference Banks
Repeating Representations
Replacement Lender
Representative
Screen Rate
SEC
Security
Security Agent
Security Document
Security Interest
Subsidiary
Tax
Term
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Utilisation Date
Utilisation Request
Facility Terms
Purpose
Conditions Precedent
Utilisation
Repayment
Prepayment
Interest
Fees
Tax Gross-Up
Increased Costs
Mitigation
Representations
Information Covenants
Financial Covenants
General Undertakings
Events of Default
Security
Guarantee
Payment Mechanics
Set-Off
Assignment and Transfer
Agency
Sharing Provisions
Administration
Calculations
Notices
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Indemnities
Currency
Anti-corruption
Sanctions Compliance
Environmental Compliance
Change of Control
Material Adverse Change
Termination
Entire Agreement
Banking and Finance
Oil and Gas
Infrastructure
Power and Energy
Manufacturing
Telecommunications
Real Estate
Mining
Agriculture
Transportation
Healthcare
Education
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Finance
Credit
Operations
Documentation
Syndications
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Compliance Officer
Risk Manager
Project Finance Manager
Loan Officer
Syndication Manager
Corporate Finance Manager
Investment Banker
Banking Relationship Manager
Credit Risk Officer
Documentation Manager
Transaction Manager
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