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Framework Loan Agreement
"Need a Framework Loan Agreement for a ZAR 50 million renewable facility between our manufacturing company and Standard Bank, with quarterly drawdowns permitted and security over movable assets, to be completed by March 2025."
1. Parties: Identification of the lender and borrower, including registration details and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the framework facility
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and calculation conventions
4. The Facility: Description of the facility type, total commitment, and purpose
5. Conditions Precedent: Conditions that must be satisfied before initial utilization and subsequent drawdowns
6. Utilisation: Process and requirements for requesting and making drawdowns under the facility
7. Interest: Interest rate calculation, payment periods, and default interest provisions
8. Repayment: Terms for repayment of loans, including scheduled payments and early repayment provisions
9. Fees and Costs: All applicable fees, costs, and expenses including arrangement fees and enforcement costs
10. Representations and Warranties: Statements of fact and assurances given by the borrower
11. Undertakings: Positive and negative obligations of the borrower during the facility period
12. Events of Default: Circumstances constituting default and consequences thereof
13. Changes to Parties: Rules regarding assignment, transfer, and delegation by either party
14. Administration: Operational aspects including calculations, notices, and payment mechanics
15. Governing Law and Jurisdiction: Choice of South African law and jurisdiction provisions
16. Execution: Signature blocks and execution formalities
1. Security: Required if the facility is secured, detailing the security structure and enforcement rights
2. Guarantees: Include when third-party guarantees are part of the credit support structure
3. Tax Gross-Up and Indemnities: Detailed tax provisions needed for cross-border loans or when tax complexity requires specific provisions
4. Increased Costs and Illegality: Required for longer-term facilities or when regulatory changes might affect the loan
5. Multiple Borrowers/Guarantors: Include when the facility allows for additional borrowers or guarantors to accede
6. Currency Provisions: Required for multi-currency facilities or cross-border transactions
7. Anti-corruption Provisions: Detailed provisions required for compliance with anti-corruption laws, particularly in high-risk sectors
8. Market Disruption: Include for JIBAR-based facilities or when market disruption could affect interest calculations
1. Form of Utilisation Request: Standard form for borrower to request drawdowns under the facility
2. Conditions Precedent Documents: List of required documents and evidence for initial and subsequent drawdowns
3. Form of Compliance Certificate: Template for periodic confirmation of compliance with financial covenants
4. Repayment Schedule: If applicable, schedule of repayment dates and amounts
5. Form of Accession Deed: Template for additional borrowers or guarantors to join the agreement
6. Financial Covenants Calculations: Detailed methodology for calculating financial covenants
7. Permitted Security: List of security interests permitted under the agreement
8. Existing Financial Indebtedness: Schedule of borrower's existing debt arrangements
9. Form of Transfer Certificate: Template for transferring rights and obligations under the facility
Authors
Affiliate
Availability Period
Available Commitment
Available Facility
Break Costs
Business Day
Commitment
Compliance Certificate
Default
Default Rate
Disruption Event
Drawdown Date
Event of Default
Facility
Facility Office
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Group
Guarantee
Interest Payment Date
Interest Period
JIBAR
Legal Reservations
Loan
Margin
Material Adverse Effect
Month
Notice
Obligor
Original Financial Statements
Outstanding Amount
Party
Permitted Security
Potential Event of Default
Prime Rate
Quotation Day
Reference Banks
Repayment Date
Repeating Representations
Representative
Security
Security Document
Specified Time
Subsidiary
Tax
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Utilisation Date
Utilisation Request
VAT
ZAR
Facility Terms
Purpose
Conditions Precedent
Utilisation
Repayment
Prepayment
Interest
Interest Periods
Fees
Tax Gross-Up
Increased Costs
Indemnities
Costs and Expenses
Representations
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Parties
Payment Mechanics
Set-Off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Severability
Governing Law
Dispute Resolution
Security
Guarantee
Anti-Money Laundering
Sanctions Compliance
Currency Provisions
Market Disruption
Force Majeure
Electronic Signatures
Data Protection
BEE Compliance
Banking and Financial Services
Real Estate and Property Development
Manufacturing and Industrial
Mining and Resources
Retail and Consumer Goods
Technology and Telecommunications
Infrastructure and Construction
Energy and Utilities
Agriculture and Agribusiness
Healthcare and Pharmaceuticals
Transport and Logistics
Legal
Finance
Treasury
Credit
Risk Management
Compliance
Corporate Banking
Loan Administration
Company Secretariat
Executive Management
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Compliance Officer
Credit Manager
Risk Manager
Financial Controller
Company Secretary
Managing Director
Relationship Manager (Banking)
Credit Analyst
Finance Manager
Chief Executive Officer
Head of Legal
Head of Treasury
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