Facilities Agreement for Ireland

Facilities Agreement Template for Ireland

A Facilities Agreement governed by Irish law is a comprehensive legal document that establishes the terms and conditions under which a lender or group of lenders provides financial facilities to a borrower. The agreement details the facility amount, purpose, drawdown conditions, repayment terms, interest rates, security arrangements, representations and warranties, covenants, and events of default. It incorporates specific Irish legal requirements and regulatory considerations, including those under the Companies Act 2014 and relevant financial services legislation. The document also addresses tax implications, compliance requirements, and dispute resolution procedures under Irish jurisdiction.

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What is a Facilities Agreement?

The Facilities Agreement is a crucial financial document used when a lender or syndicate of lenders provides financial accommodation to a borrower under Irish law. It is commonly used for various financing purposes, including corporate lending, project finance, real estate development, and general working capital facilities. The agreement comprehensively addresses all aspects of the lending relationship, including facility terms, conditions precedent, drawdown mechanics, repayment obligations, security arrangements, and ongoing compliance requirements. It must comply with Irish regulatory requirements, including those set by the Central Bank of Ireland and relevant EU regulations. The Facilities Agreement typically incorporates market-standard provisions while being tailored to specific transaction requirements and the particular needs of the parties involved.

What sections should be included in a Facilities Agreement?

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

2. Background: Sets out the context and purpose of the facility

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. The Facility: Details the type, purpose, and amount of the facility being provided

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

6. Drawdown: Sets out the mechanics and requirements for utilizing the facility

7. Repayment: Details the repayment schedule and mechanics

8. Interest: Specifies interest rates, calculation methods, and payment dates

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

10. Tax Gross Up and Indemnities: Addresses tax-related obligations and protections

11. Increased Costs: Provisions for dealing with changes in regulatory or market conditions

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

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

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

15. General Undertakings: General obligations and restrictions on the borrower's activities

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

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

18. Administration: Mechanical provisions regarding payments and calculations

19. Notices: Communication requirements and contact details

20. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes

What sections are optional to include in a Facilities Agreement?

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

2. Guarantee: Required if there are guarantors - contains guarantee provisions

3. Accordion Facility: Optional section for when the facility includes the ability to increase the commitment amount

4. Agency and Security Trustee Provisions: Required for syndicated facilities with multiple lenders

5. Majority Lenders: Required for syndicated facilities - defines voting rights and decision-making processes

6. Currency Provisions: Required for multi-currency facilities

7. Break Costs: Required for term facilities with fixed interest periods

8. Market Disruption: Optional provisions dealing with market disruption events

9. Bail-In: Required if any lender is subject to EU/UK bail-in regulations

10. Sustainability-Linked Provisions: Optional for green/sustainable finance facilities

What schedules should be included in a Facilities Agreement?

1. Conditions Precedent: Detailed list of required documentation and conditions

2. Form of Drawdown Request: Template for borrower to request utilization of the facility

3. Form of Transfer Certificate: Template for transferring commitments between lenders

4. Form of Compliance Certificate: Template for periodic financial covenant compliance certification

5. Repayment Schedule: Detailed amortization schedule if applicable

6. Financial Covenants Calculations: Detailed methodology for calculating financial covenants

7. Security Documents: List and/or forms of security documents

8. Existing Security: Details of any permitted existing security

9. Form of Accession Letter: Template for additional parties to accede to the agreement

10. Contact Details: Detailed contact information for all parties

11. Form of Assignment Agreement: Template for assigning rights under the agreement

12. Timetables: Detailed timing requirements for notices and payments

Authors

Alex Denne

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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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