The Common Terms Agreement serves as the primary document in complex financing arrangements where multiple lenders provide various facilities to a borrower. It is particularly utilized in Nigeria for large-scale project financing, corporate lending, and infrastructure development. The document consolidates common terms across all facility agreements, reducing documentation complexity and ensuring consistency in interpretation. It addresses key Nigerian regulatory requirements, including those from the Central Bank of Nigeria, Securities and Exchange Commission, and other relevant authorities. The agreement typically includes detailed provisions for financial covenants, information requirements, representations and warranties, and events of default, all tailored to comply with Nigerian law and market practice. This type of agreement is essential when structuring syndicated loans, particularly in transactions involving multiple lenders, facilities, or complex security arrangements.
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1. Parties: Identification of all parties to the agreement, including borrowers, lenders, agents, and other relevant parties
2. Background: Recitals explaining the context and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. The Facilities: Overview of all facilities covered by the common terms
5. Purpose: Permitted uses of the facilities and any restrictions
6. Conditions Precedent: Conditions that must be satisfied before the facilities become available
7. Representations and Warranties: Standard representations and warranties given by the borrower
8. Information Undertakings: Obligations to provide financial and other information
9. Financial Covenants: Financial ratios and other metrics the borrower must maintain
10. General Undertakings: General positive and negative covenants applicable to the borrower
11. Events of Default: Circumstances that constitute default and trigger remedies
12. Changes to Parties: Provisions governing transfers, assignments, and changes to lenders
13. Administration: Role and duties of facility agent and other administrative matters
14. Payment Mechanics: Procedures for making payments and handling currencies
15. Set-off and Calculations: Rights of set-off and basis for financial calculations
16. Notices: Methods and requirements for giving notices under the agreement
17. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Security Provisions: Required if the facilities are secured, detailing the security structure and enforcement
2. Intercreditor Provisions: Required if there are multiple classes of creditors, establishing payment priorities and enforcement rights
3. Project Specific Provisions: Required for project finance transactions, including specific project undertakings and monitoring
4. Multi-currency Provisions: Required if facilities are available in multiple currencies
5. Tax Gross-up and Indemnities: Detailed tax provisions required if cross-border elements exist
6. Increased Costs and Illegality: Required for managing regulatory changes affecting lenders
7. Guarantee Provisions: Required if there are guarantors supporting the facilities
8. Islamic Finance Provisions: Required if any facilities need to be Shariah-compliant
1. Lenders and Commitments: List of all lenders and their committed amounts under each facility
2. Conditions Precedent Documents: Detailed list of required documents and conditions
3. Form of Transfer Certificate: Standard form for transferring commitments between lenders
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Form of Accession Deed: Template for new parties joining the agreement
6. Form of Utilisation Request: Standard form for requesting drawdowns
7. Financial Covenants Calculations: Detailed methodology for calculating financial covenants
8. Security Documents: List and forms of required security documents
9. Repayment Schedule: Detailed schedule of repayment dates and amounts
10. Permitted Security: List of security interests permitted under the agreement
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