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The Common Terms Agreement (CTA) is a fundamental document in complex financing transactions under Irish law, typically used in syndicated lending arrangements where multiple lenders provide financing to one or more borrowers. It centralizes the key terms that apply across all facility agreements, including representations, warranties, covenants, events of default, and boilerplate provisions, thereby avoiding duplication and potential inconsistency across multiple agreements. The CTA operates within the Irish legal framework, incorporating relevant EU regulations and Irish financial services requirements. This document is particularly crucial when there are multiple facilities (such as term loans, revolving facilities, or guarantee facilities) being provided under separate agreements, as it ensures uniformity of terms while reducing documentation complexity and negotiation time. The agreement typically works in conjunction with a security package and may include intercreditor arrangements when there are multiple classes of creditors.

1. Parties: Identification of all parties to the agreement, including borrowers, guarantors, facility agent, security trustee, and original lenders

2. Background: Context of the transaction, including purpose of the facilities and relationship between the finance documents

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the finance documents and interpretation principles

4. The Facilities: Overview of all facilities covered by the agreement and their basic terms

5. Conditions Precedent: Conditions that must be satisfied before utilization of the facilities

6. Utilization: Procedures and requirements for drawing down the facilities

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

8. Interest: Interest calculation, periods, and payment provisions

9. Fees: All fees payable under the agreement including arrangement, commitment, and agency fees

10. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities

11. Changes in Circumstances: Provisions for market disruption, increased costs, and illegality

12. Representations and Warranties: Statements of fact and assurances given by the obligors

13. Information Undertakings: Obligations to provide financial and other information

14. Financial Covenants: Financial ratios and tests that must be maintained

15. General Undertakings: Positive and negative covenants applicable to the obligors

16. Events of Default: Circumstances that trigger default and lenders' remedies

17. Changes to Parties: Provisions for transfers, assignments, and changes to the lender group

18. Administration: Role and duties of the facility agent and payment mechanics

19. Notices: Methods and requirements for formal communications

20. Calculations and Certificates: Basis for financial calculations and form of certificates

21. Amendments and Waivers: Procedures for modifying the agreement and waiving breaches

22. Governing Law and Enforcement: Choice of law and jurisdiction provisions