Term Facility Agreement Template for New Zealand

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Key Requirements PROMPT example:

Term Facility Agreement

"I need a Term Facility Agreement for a NZD 5 million corporate loan to finance the expansion of our Auckland manufacturing facility, with quarterly repayments over 5 years starting March 2025."

Document background
The Term Facility Agreement is a fundamental financing document used when a borrower requires fixed-term funding for specific purposes such as acquisitions, expansion, or refinancing existing debt. This agreement, governed by New Zealand law, establishes a detailed framework for the lending relationship, including facility limits, drawdown mechanics, interest calculations, repayment terms, and security arrangements. The document ensures compliance with New Zealand regulatory requirements while protecting both lender and borrower interests through carefully structured covenants, representations, and undertakings. The Term Facility Agreement is particularly suited for commercial lending transactions where certainty of funding and terms is required over a defined period.
Suggested Sections

1. Parties: Identifies the lender(s), borrower(s), and any guarantors or security providers

2. Background: Sets out the context and purpose of the facility

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. The Facility: Details the type, amount, and purpose of the facility

5. Conditions Precedent: Specifies conditions that must be satisfied before drawdown

6. Drawdown: Sets out the mechanism and requirements for utilising the facility

7. Interest: Specifies interest rate, calculation periods, and payment terms

8. Repayment and Prepayment: Details scheduled repayments and voluntary/mandatory prepayment terms

9. Representations and Warranties: States the borrower's representations regarding its status and capacity

10. Undertakings: Sets out positive and negative covenants of the borrower

11. Events of Default: Lists circumstances that trigger default and enforcement rights

12. Changes to Parties: Governs assignments and transfers by parties

13. Administration: Covers payment mechanics, calculations, and notices

14. Governing Law and Enforcement: Specifies governing law and jurisdiction

Optional Sections

1. Security: Include when the facility is secured, detailing security arrangements and enforcement

2. Guarantees: Include when third-party guarantees are part of the credit support

3. Increased Costs and Tax Gross-up: Include for sophisticated borrowers or when tax implications are significant

4. Market Disruption: Include when using market-based interest rates like BKBM

5. Multi-currency Provisions: Include if the facility can be drawn in multiple currencies

6. Syndication Provisions: Include for syndicated facilities with multiple lenders

7. Subordination: Include when there are multiple creditors requiring ranking of claims

8. Set-off Rights: Include when specific set-off rights are required beyond common law rights

Suggested Schedules

1. Conditions Precedent: Detailed list of required conditions precedent documents

2. Form of Drawdown Notice: Template notice for requesting facility utilisation

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

4. Form of Compliance Certificate: Template for periodic financial covenant compliance certification

5. Financial Covenants: Detailed financial covenant calculations and definitions

6. Form of Transfer Certificate: Template for transferring facility commitments

7. Security Details: Details of security assets and registration requirements

8. Existing Security and Permitted Financial Indebtedness: Lists of permitted existing arrangements

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
Relevant Industries

Banking and Financial Services

Real Estate and Property

Manufacturing

Retail

Agriculture

Technology

Infrastructure

Healthcare

Education

Transportation and Logistics

Energy and Resources

Professional Services

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Banking

Loan Operations

Credit

Company Secretariat

Transaction Management

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Relationship Manager

Credit Manager

Risk Manager

Compliance Officer

Corporate Banking Manager

Financial Controller

Company Secretary

Loan Operations Manager

Security Trustee Officer

Facility Agent Administrator

Industries
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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