The Term Facility Agreement is a fundamental document in Swiss banking and finance, used when a lender provides a fixed-term loan to a borrower. This agreement is particularly suited for situations requiring structured financing with clear repayment terms and conditions. It must comply with Swiss regulatory requirements, including the Swiss Banking Act, Financial Market Supervision Act, and Code of Obligations. The document typically includes detailed provisions on facility terms, drawdown mechanics, representations and warranties, covenants, and events of default. It's commonly used for corporate financing, project finance, real estate financing, and other commercial lending purposes. The Term Facility Agreement's structure ensures proper documentation of the lending arrangement while providing adequate protection for all parties involved, incorporating specific Swiss law requirements regarding contract formation, security interests, and enforcement procedures.
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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 loan
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. The Facility: Details of the facility amount, purpose, and availability
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 and schedule for repayment of the facility
9. Prepayment: Voluntary and mandatory prepayment provisions
10. Representations and Warranties: Statements of fact and assurances given by the borrower
11. Information Undertakings: Obligations to provide financial and other information
12. General Undertakings: Positive and negative covenants of the borrower
13. Events of Default: Circumstances that trigger default and enforcement rights
14. Changes to Parties: Transfer and assignment provisions
15. Payment Mechanics: Administrative provisions for payments
16. Set-off: Rights of set-off and counterclaim
17. Notices: Communication procedures between parties
18. Calculations and Certificates: Basis for calculations and evidential value of certificates
19. Partial Invalidity: Severability provisions
20. Remedies and Waivers: Rights and waivers provisions
21. Amendments and Waivers: Procedures for modifying the agreement
22. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
1. Security: Required if the facility is secured, detailing security arrangements and enforcement
2. Guarantee: Required if there are guarantors, detailing guarantee provisions
3. Financial Covenants: Include for corporate borrowers where financial metrics need to be maintained
4. Increased Costs: Include for longer-term facilities to address regulatory changes
5. Tax Gross Up and Indemnities: Include where tax implications need specific attention
6. Multiple Lenders: Required for syndicated facilities, including majority lender provisions
7. Agency Provisions: Required for syndicated facilities with an administrative agent
8. Subordination: Include where intercreditor arrangements are needed
9. Break Costs: Include for fixed-rate facilities
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Drawdown Request: Template for borrower to request utilization
3. Form of Transfer Certificate: Template for transferring commitments/loans
4. Repayment Schedule: Detailed amortization schedule if applicable
5. Form of Compliance Certificate: Template for periodic compliance reporting
6. Existing Security: List of existing security interests if permitted
7. Form of Accession Deed: Template for additional parties joining the agreement
8. Contact Details: Detailed contact information for all parties
9. Form of Assignment Agreement: Template for assigning rights under the agreement
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