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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."
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
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
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
Business Day
Commitment
Complying Investment
Default
Default Rate
Drawdown Date
Drawdown Notice
Event of Default
Facility
Facility Amount
Facility Documents
Final Maturity Date
Finance Documents
Financial Indebtedness
Financial Statements
Financial Year
GST
Guarantor
Interest Payment Date
Interest Period
Interest Rate
Legal Reservations
Material Adverse Effect
New Zealand GAAP
Obligor
Outstanding Amount
Permitted Security Interest
Potential Event of Default
Prepayment Amount
Principal Outstanding
Protected Person
Quasi-Security
Receiver
Reference Banks
Repayment Date
Repayment Instalment
Secured Amounts
Secured Property
Security
Security Documents
Security Interest
Security Provider
Tax
Term
Total Commitments
Transaction Documents
Unpaid Sum
Facility Terms
Purpose
Conditions Precedent
Drawdown
Interest
Fees
Repayment
Prepayment
Tax Gross-Up
Increased Costs
Payments
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Security
Guarantee
Set-Off
Assignment and Transfer
Changes to Parties
Confidentiality
Notices
Calculations
Amendments and Waivers
Severability
Counterparts
Governing Law
Enforcement
Jurisdiction
Service of Process
Banking and Financial Services
Real Estate and Property
Manufacturing
Retail
Agriculture
Technology
Infrastructure
Healthcare
Education
Transportation and Logistics
Energy and Resources
Professional Services
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Banking
Loan Operations
Credit
Company Secretariat
Transaction Management
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
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