The Term Loan Credit Agreement is a fundamental financing document used when a lender provides a fixed-term loan to a borrower under Maltese law. This agreement is typically employed for corporate financing, project financing, or asset acquisition, where the borrower requires a substantial sum to be repaid over a predetermined period. The document comprehensively addresses all aspects of the lending relationship, including drawdown mechanics, repayment terms, security arrangements, and ongoing obligations of the parties. It incorporates specific requirements of Maltese banking law and EU regulations, while also considering the Civil Code and Commercial Code provisions relevant to lending transactions. The agreement is particularly important in the Maltese context given Malta's position as a financial services hub and its need to comply with both local and EU regulatory requirements.

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

2. Background: Recitals explaining the context and purpose of the loan

3. Definitions and Interpretation: Comprehensive definitions of terms used in 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 requesting and making loan disbursements

7. Repayment: Terms for repayment of the loan, including scheduled payments

8. Prepayment: Provisions for voluntary and mandatory early repayment

9. Interest: Interest rate, calculation periods, and payment terms

10. Fees: All fees payable under the facility

11. Tax Gross Up and Indemnities: Provisions dealing with tax consequences 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. Financial Covenants: Financial ratios and tests the borrower must maintain

16. General Undertakings: General positive and negative covenants of the borrower

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

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

19. Payment Mechanics: Administrative provisions regarding payments

20. Set-off: Rights of set-off against borrower's accounts

21. Notices: Methods and requirements for formal communications

22. Calculations and Certificates: Provisions regarding calculations and certifications

23. Partial Invalidity: Severability provisions

24. Remedies and Waivers: Provisions regarding enforcement of rights

25. Amendments and Waivers: Procedures for modifying the agreement

26. Governing Law: Specification of Maltese law as governing law

27. Enforcement: Jurisdiction and enforcement provisions