The Term Loan Facility Agreement is a fundamental financing document used when a borrower requires fixed-term financing for specific business purposes such as acquisitions, capital expenditure, or refinancing existing debt. This agreement, governed by Swiss law, provides a comprehensive framework for documenting the lending relationship, incorporating requirements from Swiss banking regulations and the Swiss Code of Obligations. It outlines all essential elements of the lending arrangement, including facility amount, interest calculations, repayment terms, security structure, conditions for drawdown, ongoing obligations, and enforcement mechanisms. The document is designed to protect both lender and borrower interests while ensuring compliance with Swiss regulatory requirements and market standards. It's particularly suited for corporate lending transactions where certainty of funds and fixed repayment schedules are required.

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

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

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

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

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

6. Drawdown: Procedures and requirements for utilizing the loan facility

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

8. Repayment: Terms and schedule for repayment of the loan

9. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment

10. Tax Gross Up and Indemnities: Allocation of tax risks and related indemnities

11. Increased Costs: Provisions dealing with changes in law or circumstances affecting the lender's costs

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

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

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

15. General Undertakings: Borrower's general operational and business commitments

16. Events of Default: Circumstances that trigger default and lender's enforcement rights

17. Changes to Parties: Rules for assignments and transfers

18. Payment Mechanics: Administrative provisions for making payments

19. Notices: Communication procedures between parties

20. Calculations and Certificates: Rules for calculations and evidential value of certificates

21. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions