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1. Parties: Identification of the lender and borrower, including full legal names and registration details
2. Background: Context of the agreement, including any existing facilities being replaced or modified
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. The Facility: Details of the facility amount, purpose, and nature of the overfacility arrangement
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
6. Drawdown: Procedures and requirements for drawing down the facility
7. Interest and Fees: Interest calculation, payment dates, and applicable fees
8. Repayment: Terms for repayment including scheduled payments and prepayment provisions
9. Representations and Warranties: Statements of fact and assurances given by the borrower
10. Undertakings: Ongoing obligations of the borrower during the term of the facility
11. Events of Default: Circumstances that constitute default and consequences
12. Changes to Parties: Rules regarding assignment and transfer of rights and obligations
13. Administration: Operational aspects including notices and calculations
14. Governing Law and Enforcement: Choice of law and jurisdiction provisions
15. Execution: Signature blocks and execution requirements
1. Security: Required if the facility is secured - details of security arrangements and enforcement rights
2. Guarantee: Include if there are guarantors providing support for the borrower's obligations
3. Increased Costs and Tax Gross-up: Include for more sophisticated borrowers where tax and regulatory cost changes need to be addressed
4. Market Disruption: Include for facilities with market-based interest rates to address market disruption scenarios
5. Multi-currency Provisions: Required if the facility can be drawn in multiple currencies
6. Set-off Rights: Include if specific set-off rights are required beyond standard rights
7. Syndication Provisions: Required if the facility may be syndicated to multiple lenders
1. Facility Terms: Detailed commercial terms including facility limits, pricing, and key dates
2. Conditions Precedent: List of required documents and conditions to be satisfied
3. Form of Drawdown Notice: Template for borrower to request drawings under the facility
4. Form of Compliance Certificate: Template for periodic confirmation of compliance with facility terms
5. Repayment Schedule: If applicable, schedule of repayment dates and amounts
6. Financial Covenants: Detailed financial covenants and calculation methodologies
7. Permitted Security Interests: List of security interests allowed under the agreement
8. Forms of Transfer Documents: Templates for transferring interests in the facility
Account Bank
Additional Facility
Availability Period
Base Facility
Base Facility Agreement
Business Day
Commitment
Compliance Certificate
Default
Default Interest
Drawdown Date
Drawdown Notice
Event of Default
Existing Facilities
Facility
Facility Documents
Facility Limit
Finance Documents
Financial Indebtedness
Financial Statements
Financial Year
Group
Guarantee
Interest Payment Date
Interest Period
Interest Rate
Legal Reservations
Margin
Material Adverse Effect
New Zealand GAAP
Overfacility Amount
Overfacility Limit
Permitted Security Interest
Potential Event of Default
Prepayment Amount
Reference Banks
Relevant Market
Repayment Date
Repayment Schedule
Security
Security Documents
Security Interest
Subsidiary
Tax
Total Commitments
Transaction Documents
Transfer Certificate
Unpaid Sum
Facility Establishment
Purpose
Conditions Precedent
Drawdown
Interest
Fees
Repayment
Prepayment
Security
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations
Amendments and Waivers
Confidentiality
Anti-Money Laundering
Privacy
Force Majeure
Governing Law
Dispute Resolution
Severability
Assignment
Counterparts
Banking
Financial Services
Corporate Finance
Manufacturing
Retail
Real Estate
Construction
Agriculture
Technology
Transportation
Energy
Infrastructure
Legal
Finance
Treasury
Credit Risk
Compliance
Corporate Banking
Operations
Risk Management
Transaction Banking
Documentation
Chief Financial Officer
Finance Director
Treasury Manager
Financial Controller
Corporate Lawyer
Legal Counsel
Relationship Manager
Credit Manager
Risk Manager
Compliance Officer
Banking Executive
Finance Manager
Corporate Banking Manager
Debt Finance Lawyer
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