Framework Loan Agreement Template for South Africa

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Key Requirements PROMPT example:

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."

Document background
The Framework Loan Agreement serves as a master agreement in South African financing transactions, establishing a structure under which a borrower can obtain multiple loans over time without negotiating new terms for each drawdown. It's particularly useful for ongoing funding relationships where the borrower requires flexibility in timing and amount of borrowings, while the lender needs a robust legal framework to manage its exposure. The agreement must comply with South African banking and credit regulations, including the National Credit Act where applicable, and typically includes detailed provisions on facility limits, drawdown mechanics, conditions precedent, representations, warranties, and covenants. This type of agreement is commonly used in corporate lending, project finance, and general corporate funding needs where multiple drawdowns are anticipated.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

Relevant Teams

Legal

Finance

Treasury

Credit

Risk Management

Compliance

Corporate Banking

Loan Administration

Company Secretariat

Executive Management

Relevant Roles

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

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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