Facility Agreement Template for United Arab Emirates

A comprehensive template agreement governed by UAE law that establishes the terms and conditions for providing financial facilities between a lender and borrower. This document incorporates UAE-specific legal requirements, including Central Bank regulations and local banking practices, while addressing both conventional and potential Islamic finance structures. It covers key aspects such as facility terms, drawdown mechanics, repayment obligations, security arrangements, representations, warranties, and covenants, all tailored to comply with UAE legislative framework and market standards.

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What is a Facility Agreement?

This Facility Agreement Template is designed for use in the United Arab Emirates, providing a standardized framework for documenting financial facilities while ensuring compliance with UAE laws and regulations. The template is suitable for various types of facilities including term loans, revolving facilities, and multipurpose facilities, and can be adapted for both conventional and Islamic financing structures. It incorporates all essential provisions required under UAE law, including Central Bank requirements and local market practice, while maintaining international banking standards. The document addresses key areas such as facility terms, security requirements, conditions precedent, representations and warranties, covenants, and events of default, all specifically tailored to the UAE legal environment. This template serves as a starting point for financial institutions and corporate entities engaging in lending transactions within the UAE jurisdiction.

What sections should be included in a Facility Agreement?

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers

2. Background: Context of the facility and brief description of the transaction

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation rules

4. The Facility: Details of the facility amount, purpose, and availability

5. Conditions Precedent: Conditions to be satisfied before drawdown

6. Utilisation: Process and requirements for drawing down the facility

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

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

9. Fees: All applicable fees including arrangement, commitment, and other fees

10. Tax Provisions: Tax gross-up, indemnities, and VAT treatment

11. Increased Costs and Illegality: Provisions for dealing with changes affecting the lender's cost of funding

12. Representations and Warranties: Borrower's confirmations regarding its status and capacity

13. Information Undertakings: Obligations to provide financial and other information

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

15. Financial Covenants: Financial ratios and other numerical obligations

16. Events of Default: Circumstances allowing the lender to cancel the facility and demand repayment

17. Changes to Parties: Transfer and assignment provisions

18. Administration: Payment mechanics, calculations, and notices

19. Governing Law and Enforcement: Choice of UAE law and jurisdiction provisions

What sections are optional to include in a Facility Agreement?

1. Security: Required if the facility is secured - details of security package and enforcement

2. Guarantee: Required if there are guarantors - terms of guarantee and indemnity

3. Sharia Compliance: Required for Islamic facilities - provisions ensuring Sharia compliance

4. Syndication Provisions: Required for syndicated facilities - provisions governing lender relationships

5. Multiple Currencies: Required for multi-currency facilities - currency conversion and availability

6. Accordion Feature: Optional provision allowing increase in facility amount

7. Letter of Credit Facility: Required if facility includes issuance of LCs

8. Agency Provisions: Required for syndicated facilities - facility agent's role and responsibilities

What schedules should be included in a Facility Agreement?

1. Schedule 1 - Conditions Precedent: Detailed list of required CP documents

2. Schedule 2 - Utilisation Request: Form of drawdown notice

3. Schedule 3 - Repayment Schedule: If term facility, schedule of repayment dates and amounts

4. Schedule 4 - Form of Transfer Certificate: Template for transferring commitments between lenders

5. Schedule 5 - Form of Compliance Certificate: Template for financial covenant compliance reporting

6. Schedule 6 - Existing Security: List of permitted existing security (if applicable)

7. Schedule 7 - Form of Accession Deed: Template for additional borrowers/guarantors joining

8. Schedule 8 - Form of Resignation Letter: Template for resignation of borrowers/guarantors

9. Schedule 9 - Form of Commitment Increase Notice: Template for accordion feature implementation

10. Schedule 10 - Timetables: Operational deadlines for various actions under the facility

Is a Facility Agreement legally binding under UAE law?

Yes, a properly executed Facility Agreement is legally binding in the UAE under Federal Law No. 18 of 2017 (Commercial Transactions Law) and Federal Law No. 5 of 1985 (Civil Transactions Law). The agreement must meet UAE contract formation requirements including offer, acceptance, consideration, and compliance with Sharia principles to be enforceable in UAE courts.

Do I need a lawyer to draft a Facility Agreement in the UAE?

While not legally mandatory, it's highly recommended to engage a UAE-qualified lawyer for commercial facility agreements. UAE banking laws are complex, and legal counsel ensures compliance with Central Bank regulations, proper Arabic translation requirements, and adherence to Islamic finance principles where applicable.

Can UAE courts enforce an incomplete Facility Agreement?

UAE courts may struggle to enforce incomplete facility agreements, particularly if essential terms like facility amount, repayment terms, or security provisions are missing. Under UAE Commercial Transactions Law, agreements lacking material terms may be deemed void or unenforceable, potentially exposing both lender and borrower to significant legal risks.

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Publisher

GenieAI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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