The Facilities Agreement is a crucial document in Indian corporate lending transactions, used when a lender provides credit facilities to a borrower. It serves as the primary agreement governing the lending relationship, incorporating specific requirements under Indian law including compliance with Reserve Bank of India (RBI) guidelines, stamp duty regulations, and registration requirements. The agreement typically includes detailed provisions on facility terms, security arrangements, conditions precedent, representations and warranties, covenants, and events of default. It's essential for both secured and unsecured lending transactions and can be adapted for bilateral or syndicated facilities. The document must comply with Indian banking regulations, the Indian Contract Act, and other relevant legislation while providing a clear framework for the lending arrangement.

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

2. Background: Provides context for the facility arrangement and brief description of the transaction

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

4. The Facility: Details of the facility amount, purpose, and nature of the lending arrangement

5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available

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

7. Repayment: Terms and schedule for repayment of the facility

8. Prepayment and Cancellation: Provisions for early repayment and cancellation of the facility

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

10. Fees: All fees payable under the facility including arrangement fees, commitment fees, and other charges

11. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities

12. Increased Costs: Provisions for dealing with changes in costs due to regulatory or legal changes

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

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

15. General Undertakings: General covenants and promises made by the borrower

16. Events of Default: Circumstances that constitute default and their consequences

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

18. Administration: Administrative provisions including calculations, notices, and payment mechanics

19. Governing Law and Jurisdiction: Law governing the agreement and courts having jurisdiction

20. Enforcement: Provisions relating to enforcement of rights under the agreement