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Term Facility Agreement Template for England and Wales

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Key Requirements PROMPT example:

Term Facility Agreement

"I need a Term Facility Agreement for a £50 million secured loan to a real estate development company, with quarterly repayments over 5 years starting from March 2025, including both financial and project completion covenants."

Document background
The Term Facility Agreement is a fundamental financing document used when a borrower requires a fixed-term loan facility from a lender. This agreement, governed by English and Welsh law, provides a comprehensive framework for the lending relationship, detailing everything from drawdown mechanisms to repayment obligations. It's particularly crucial for corporate financing, real estate transactions, and project finance, incorporating both mandatory regulatory requirements and market-standard provisions. The agreement typically includes robust protections for lenders while ensuring compliance with UK financial services regulations.
Suggested Sections

1. Parties: Identification of lender(s) and borrower(s)

2. Background: Context and purpose of the facility

3. Definitions and Interpretation: Key terms and interpretation rules

4. The Facility: Terms of the facility, amount, purpose

5. Conditions Precedent: Conditions to be satisfied before drawdown

6. Repayment: Repayment terms and schedule

7. Interest: Interest calculation and payment provisions

8. Representations and Warranties: Borrower's statements of fact and assurances

9. Covenants: Ongoing obligations of the borrower

10. Events of Default: Circumstances triggering default and remedies

Optional Sections

1. Security: Details of any security package - used when facility is secured

2. Guarantees: Terms of any guarantees - used when facility is guaranteed

3. Syndication Provisions: Terms for multiple lenders - used for syndicated facilities

4. Tax Gross-Up and Indemnities: Tax-related provisions - used for cross-border or complex facilities

Suggested Schedules

1. Conditions Precedent Schedule: List of required documents and conditions

2. Form of Drawdown Request: Template for borrower to request funds

3. Repayment Schedule: Detailed repayment dates and amounts

4. Form of Transfer Certificate: Template for transfer of lender commitments

5. Security Documents: Forms of security documentation if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation regulating financial services and markets in the UK, including requirements for authorized lenders and consumer protection provisions

Consumer Credit Act 1974: Legislation governing consumer lending, including consumer protection measures, documentation requirements, and cooling-off periods

Unfair Contract Terms Act 1977: Controls unfair terms in contracts and establishes reasonableness test for contract terms

Consumer Rights Act 2015: Legislation focusing on fairness and transparency of contract terms, particularly relevant if dealing with consumers

FCA/PRA Regulations: Regulatory framework including Financial Conduct Authority rules, Prudential Regulation Authority requirements, and conduct of business rules

UK Money Laundering Regulations 2017: Regulations covering Know Your Customer (KYC) requirements and due diligence obligations

Law of Property Act 1925: Legislation governing property-related provisions and security requirements for secured lending

Companies Act 2006: Key legislation for corporate borrowers covering corporate capacity, directors' duties, and corporate authority

English Contract Law: General principles of contract law including offer, acceptance, consideration, and intention to create legal relations

UK Sanctions Regulations: Regulations governing compliance with sanctions regime and restricted parties screening requirements

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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