The Refinance Agreement is utilized when a borrower seeks to restructure existing debt obligations under more favorable terms or consolidate multiple debts into a single facility. This document, governed by Nigerian law, is crucial in commercial lending operations and is commonly used when businesses need to modify their debt structure, whether to take advantage of better interest rates, extend repayment terms, or adjust other financing conditions. The agreement must comply with Nigerian banking regulations, including BOFIA 2020 and Central Bank of Nigeria directives, particularly regarding security registration, stamp duties, and corporate borrowing limits. It typically includes detailed provisions on the refinancing terms, security arrangements, conditions precedent, representations and warranties, and events of default, all tailored to the Nigerian legal context.

1. Parties: Identification of the lender, borrower, and any guarantors or security providers

2. Background: Context of the original facility and reason for refinancing

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. The Refinancing: Core terms of the refinancing arrangement, including facility amount, purpose, and repayment terms

5. Conditions Precedent: Conditions that must be satisfied before the refinancing becomes effective

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

7. Covenants: Positive and negative obligations of the borrower during the term of the facility

8. Events of Default: Circumstances that would trigger default and lender's remedies

9. Security: Details of security arrangements and confirmation of existing security

10. Interest and Fees: Interest calculation, payment terms, and applicable fees

11. Payment Mechanics: Process and procedures for making payments

12. Changes to Parties: Rules regarding assignment and transfer of rights

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction

15. Counterparts: Execution in multiple counterparts

16. Boilerplate Provisions: Standard legal provisions including severability, entire agreement, and amendments