Loan Master Agreement for Ireland

Loan Master Agreement Template for Ireland

This document serves as a comprehensive master agreement governing the lending relationship between financial institutions and borrowers under Irish law. It establishes the framework for multiple loan facilities, incorporating key provisions for drawdown mechanisms, repayment terms, representations, warranties, and covenants. The agreement ensures compliance with Irish banking regulations, consumer protection laws, and relevant EU directives, while providing flexibility for various types of lending facilities. It includes detailed provisions for security arrangements, events of default, and remedies, structured to accommodate both bilateral and syndicated lending arrangements.

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What is a Loan Master Agreement?

The Loan Master Agreement is designed for use in the Irish market where parties intend to establish a long-term lending relationship with multiple potential drawdowns. This comprehensive agreement serves as the foundation for various lending arrangements, incorporating all essential provisions required under Irish law and EU regulations. It is particularly useful when a lender expects to provide multiple facilities to the same borrower over time, as it standardizes the core terms while allowing flexibility for specific facility details through supplemental documentation. The agreement includes mandatory provisions required by Irish financial regulations, consumer protection laws, and banking standards, while also addressing practical aspects such as security arrangements, covenant packages, and reporting requirements. This master agreement approach reduces negotiation time for subsequent facilities and ensures consistency in the lending relationship.

What sections should be included in a Loan Master Agreement?

1. Parties: Identification of the lender and borrower, including registration details and addresses

2. Background: Context of the agreement and relationship between the parties

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

4. The Facility: Core terms of the lending facility, including type, purpose, and overall limit

5. Conditions Precedent: Prerequisites that must be satisfied before any utilization

6. Utilization: Process and requirements for drawing down loans under the facility

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

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

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

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

11. General Undertakings: Borrower's ongoing obligations throughout the facility period

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignments, transfers, and successors

14. Administration: Operational aspects including calculations, notices, and payment mechanics

15. Governing Law and Enforcement: Choice of law, jurisdiction, and enforcement provisions

What sections are optional to include in a Loan Master Agreement?

1. Financial Covenants: Specific financial ratios and tests - include when lending to corporate borrowers or when specific financial metrics need to be maintained

2. Security: Security package details - include when the facility is secured

3. Guarantee: Guarantee provisions - include when there are guarantors

4. Multiple Currencies: Currency conversion and availability - include for multi-currency facilities

5. Increased Costs and Tax Gross-Up: Provisions for regulatory changes and tax implications - include for sophisticated borrowers or cross-border lending

6. Market Disruption: Provisions for dealing with market disruption events - include for LIBOR/EURIBOR based facilities

7. Anti-corruption and Sanctions: Specific provisions relating to sanctions and anti-corruption laws - include for international lending

8. Break Costs: Provisions for compensation if loans are paid early - include for term loans with fixed rates

What schedules should be included in a Loan Master Agreement?

1. Schedule 1 - Conditions Precedent Documents: List of required documents and conditions to be satisfied before first utilization

2. Schedule 2 - Utilization Request Form: Standard form for requesting drawdowns under the facility

3. Schedule 3 - Repayment Schedule: Detailed repayment dates and amounts if term loan structure

4. Schedule 4 - Notice Details: Contact details and addresses for notices for all parties

5. Schedule 5 - Form of Transfer Certificate: Standard form for transferring rights and obligations under the agreement

6. Schedule 6 - Form of Compliance Certificate: Template for periodic compliance certification

7. Appendix A - Interest Calculation Examples: Examples showing interest calculations in various scenarios

8. Appendix B - Security Documents: List and copies of all security documents if secured facility

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 | Serial Founder & Legal AI Author

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Corporate Lending

Investment Management

Real Estate

Infrastructure

Manufacturing

Retail

Healthcare

Technology

Energy

Transportation

Agriculture

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Credit

Corporate Banking

Operations

Company Secretariat

Loan Administration

Transaction Management

Documentation

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Compliance Officer

Risk Manager

Credit Manager

Relationship Manager

Corporate Banking Officer

Financial Controller

Company Secretary

Loan Officer

Credit Risk Analyst

Transaction Manager

Banking Operations Manager

Industries
Consumer Credit Act 1995: Fundamental legislation governing consumer credit agreements in Ireland, including requirements for information disclosure, form and content of agreements, and consumer protection measures
Central Bank Act 1942 (as amended): Establishes the regulatory framework for financial institutions in Ireland and provides for the supervision of lending activities
European Union (Consumer Mortgage Credit Agreements) Regulations 2016: Implements the EU Mortgage Credit Directive, relevant for mortgage-backed loans and credit agreements relating to residential immovable property
Credit Reporting Act 2013: Establishes the Central Credit Register and mandatory reporting requirements for lenders in Ireland
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Sets out anti-money laundering requirements that lenders must comply with when entering into loan agreements
General Data Protection Regulation (GDPR): EU regulation governing the processing of personal data, relevant for handling borrower information and credit checks
European Communities (Unfair Terms in Consumer Contracts) Regulations 1995: Protects consumers against unfair terms in contracts, including loan agreements
Consumer Protection Code 2012: Central Bank of Ireland code setting out requirements for regulated financial services providers in their dealings with consumers
Civil Law (Miscellaneous Provisions) Act 2011: Contains provisions affecting contract law and civil proceedings in Ireland
European Union (Large Exposures) Regulations 2014: Regulates exposure limits and risk management requirements for credit institutions
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