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The Term Loan Facility Agreement is a fundamental financing document used when a borrower requires a fixed-term loan for specific business purposes such as capital expenditure, acquisitions, or general corporate purposes. Governed by Maltese law, this agreement sets out the complete framework for the lending arrangement, including detailed provisions on facility amount, drawdown mechanics, interest calculations, repayment terms, security arrangements, and various protections for the lender. The document must comply with Maltese banking regulations and financial services legislation, particularly the Banking Act and Financial Institutions Act. It is typically used for corporate or commercial lending transactions where the loan is to be repaid over a predetermined period through scheduled repayments, rather than revolving credit facilities or on-demand facilities.

1. Parties: Identification of the Lender(s) and Borrower(s)

2. Background: Recitals explaining the context and purpose of the facility

3. Definitions and Interpretation: Defined terms and interpretation principles used throughout the agreement

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

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the facility

7. Interest: Interest rate, calculation periods, and payment provisions

8. Repayment: Terms for repayment of the facility including scheduled payments

9. Prepayment: Voluntary and mandatory prepayment provisions

10. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities

11. Increased Costs: Provisions for dealing with changes in costs of providing the facility

12. Representations and Warranties: Statements of fact and assurances given by the Borrower

13. Information Undertakings: Borrower's obligations to provide financial and other information

14. General Undertakings: Positive and negative covenants of the Borrower

15. Events of Default: Circumstances that trigger default and enforcement rights

16. Changes to Parties: Provisions regarding assignment and transfer rights

17. Administration: Mechanical provisions regarding payments and calculations

18. Notices: Communication procedures between parties

19. General Provisions: Boilerplate clauses including amendments, waivers, and severability

20. Governing Law and Jurisdiction: Choice of Maltese law and jurisdiction provisions