The Working Capital Facility Agreement is a crucial financing document used in Nigerian commercial lending practice when a company needs access to flexible funding for its day-to-day operations. This agreement is particularly important in the Nigerian context where businesses often require reliable access to working capital to manage cash flow gaps and seasonal variations in their operations. The document must comply with Nigerian banking regulations, particularly the Banks and Other Financial Institutions Act (BOFIA) 2020 and Central Bank of Nigeria guidelines. It typically includes detailed provisions on facility limits, drawdown mechanisms, interest calculations, security requirements, and financial covenants, all structured to meet both Nigerian legal requirements and international banking standards.

1. Parties: Identification of the lender(s) and borrower(s) with their complete legal details

2. Background: Context of the facility, including purpose and basic commercial terms

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

4. The Facility: Detailed terms of the working capital facility, including amount, purpose, and availability period

5. Conditions Precedent: Documents and conditions required before the facility becomes available

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

7. Repayment and Prepayment: Terms for repayment, including mandatory and voluntary prepayment provisions

8. Interest: Interest calculation, periods, and payment terms, including default interest

9. Fees: All applicable fees including arrangement, commitment, and processing fees

10. Tax Provisions: Tax-related obligations and gross-up provisions

11. Representations and Warranties: Standard and specific representations made by the borrower

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

13. General Undertakings: Positive and negative covenants of the borrower

14. Events of Default: Circumstances constituting default and consequences

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

16. Administration: Operational aspects including calculations, notices, and payments

17. Governing Law and Enforcement: Choice of Nigerian law and jurisdiction provisions