Debt Facility Agreement for Nigeria

Debt Facility Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes the terms and conditions under which a lender (typically a bank or financial institution) provides financial facilities to a borrower. The agreement details the facility amount, interest rates, repayment terms, security arrangements, conditions precedent, representations and warranties, covenants, and events of default. It complies with Nigerian banking regulations, particularly the Banks and Other Financial Institutions Act (BOFIA) 2020, and includes provisions for security registration under Nigerian law where applicable.

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What is a Debt Facility Agreement?

The Debt Facility Agreement is a crucial financing document used in the Nigerian market when a lender provides credit facilities to a borrower. It serves as the primary agreement governing the lending relationship and must comply with Nigerian banking and financial services regulations, including BOFIA 2020 and CBN guidelines. The agreement is typically used for corporate borrowing, project finance, or working capital facilities, and can be structured as either bilateral or syndicated arrangements. It includes detailed provisions on facility terms, security arrangements, conditions for drawdown, covenant packages, and enforcement mechanisms. The document must be properly stamped under Nigerian law to be admissible in court and may require registration with relevant Nigerian authorities depending on the security package.

What sections should be included in a Debt Facility Agreement?

1. Parties: Identifies and defines the Lender(s), Borrower(s), and any guarantors or security providers

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

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

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

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

6. Drawdown: Specifies drawdown mechanics, notice requirements, and availability period

7. Interest: Sets out interest rate, calculation methods, and payment dates

8. Repayment: Details repayment schedule, prepayment provisions, and final maturity

9. Representations and Warranties: Borrower's confirmations regarding its status, capacity, and circumstances

10. Covenants: Positive and negative undertakings of the borrower

11. Events of Default: Circumstances that trigger default and lender's acceleration rights

12. Changes to Parties: Provisions for assignment and transfer of rights

13. Payments: Payment mechanics, currency, and tax provisions

14. Notices: Communication methods and contact details

15. Governing Law and Jurisdiction: Confirms Nigerian law as governing law and jurisdiction for disputes

What sections are optional to include in a Debt Facility Agreement?

1. Security: Include when facility is secured - details security structure and enforcement rights

2. Guarantees: Include when there are guarantors - sets out guarantee terms and guarantor obligations

3. Agent and Security Trustee Provisions: Include for syndicated facilities with multiple lenders

4. Market Disruption: Include for facilities with floating interest rates to address market disruption events

5. Increased Costs and Illegality: Include for longer-term facilities to address regulatory changes

6. Set-off Rights: Include when lender has other banking relationship with borrower

7. Counter-terrorism and Anti-money Laundering: Include for compliance with specific regulatory requirements

8. Environmental Compliance: Include for project finance facilities with environmental impacts

9. Insurance: Include when specific insurance requirements are needed for secured assets

What schedules should be included in a Debt Facility Agreement?

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

2. Form of Drawdown Request: Template for borrower to request loan disbursement

3. Repayment Schedule: Detailed amortization schedule if term loan

4. Form of Transfer Certificate: Template for transferring loan participations

5. Security Documents: List and copies of all security documents

6. Financial Covenants: Detailed financial ratios and calculations

7. Authorized Signatories: List of persons authorized to sign notices and requests

8. Form of Compliance Certificate: Template for periodic compliance confirmation

9. Existing Security and Permitted Financial Indebtedness: List of existing encumbrances and permitted debt

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

Nigeria

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Manufacturing

Real Estate & Construction

Oil & Gas

Telecommunications

Agriculture

Healthcare

Infrastructure

Mining

Retail & Consumer Goods

Technology

Transportation & Logistics

Power & Energy

Industrial

Hospitality

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Banking

Credit

Operations

Company Secretariat

Business Development

Investment

Documentation

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Compliance Officer

Risk Manager

Credit Manager

Relationship Manager

Corporate Banking Officer

Transaction Manager

Company Secretary

Financial Controller

Chief Executive Officer

Managing Director

Investment Officer

Loan Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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