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The Term Facility Agreement is a crucial financing document used when a borrower requires a fixed-term loan from a lender, typically for specific business purposes such as acquisitions, expansion, or refinancing. This agreement, governed by Belgian law, provides a detailed framework for the lending relationship, incorporating both Belgian-specific legal requirements and European Union regulations. The document outlines essential elements including facility amount, interest calculations, conditions precedent, representations and warranties, covenants, and events of default. It's particularly important in the Belgian context as it must comply with local financial services regulations, security interest requirements, and enforcement mechanisms while also adhering to EU banking directives. The Term Facility Agreement serves as the primary document governing the rights and obligations of all parties throughout the facility's lifecycle, from initial drawdown to final repayment.

1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement

2. Background: Context of the facility and purpose of the agreement

3. Definitions and Interpretation: Definitions of terms used in the agreement and rules of interpretation

4. The Facility: Core terms of the facility including amount, purpose, and availability period

5. Conditions Precedent: Documents and conditions required before drawdown

6. Drawdown: Mechanics and requirements for utilizing the facility

7. Repayment: Terms and schedule for repayment of the facility

8. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment and facility cancellation

9. Interest: Interest calculation, periods, and payment provisions

10. Fees: All fees payable under the facility

11. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

12. Increased Costs: Provisions dealing with changes in costs due to regulatory or legal changes

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Borrower's obligations to provide information

15. Financial Covenants: Financial ratios and tests the borrower must maintain

16. General Undertakings: Borrower's general positive and negative obligations

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Payment Mechanics: Administrative provisions regarding payments

20. Set-off: Rights of set-off between parties

21. Notices: Communication procedures between parties

22. Calculations and Certificates: Provisions regarding calculations and evidence

23. Governing Law and Enforcement: Choice of law and jurisdiction provisions