Facility Agreements (M&A Due Diligence)

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Finds provisions that trigger new rights or obligations in the event of a change in ownership in a party.

(i) Change of Control. A Change of Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (e) of this Section), and at any time thereafter during the continuance of such event, the Lender may, by notice to the Borrower, take any or all of the following actions, at the same or different times: (ii) terminate the Commitment, and thereupon the Commitment shall terminate immediately;...

(i) Change of Control. A Change of Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (e) of this Section), and at any time thereafter during the continuance of such event, the Lender may, by notice to the Borrower, take any or all of the following actions, at the same or different times: (ii) terminate the Commitment, and thereupon the Commitment shall terminate immediately;...

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Finds definitions of “Control” & “Change of Control” in the context of mergers/acquisitions. 

(i) Change of Control. A Change of Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (e) of this Section), and at any time thereafter during the continuance of such event, the Lender may, by notice to the Borrower, take any or all of the following actions, at the same or different times: (ii) terminate the Commitment, and thereupon the Commitment shall terminate immediately;...

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Position 2 in the Change of control definition chain

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Finds the definitions of "change of control", "control" and other related definitions. Trained on Facility Agreements.

“Change in Control” means the occurrence of any of the following: (i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Exchange Act), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of the total outstanding voting equity interests of Regional Management on a fully-diluted basis (and taking into account all such equity interests that such Person or group of Persons has the right to acquire pursuant to any option right) or (ii) the failure of Regional Management to own, directly or indirectly and free and clear of Liens, all of the outstanding voting equity (including membership) interests of the Borrower.

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Position 1 in the Change of control definition chain

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Finds provisions dealing with the definition of confidential information, rights, obligations, and specific infringement. 

28. DISCLOSURE 28.1 Confidential Information Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 28.2 (Disclosure of Confidential Information) and Clause 28.4 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 28.2 Disclosure of Confidential Information (a) Any Finance Party may disclose: (i) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price- sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;....

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Extract 4 only

Finds the specific date of a Facility Agreements execution from within the clause or statement that defines the execution date of the agreement.

21/05/2015

THIS AGREEMENT is dated 21 MARCH 2015 and made between:

Position 1 in the Date of agreement chain

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Finds a Facility Agreement’s execution date. Trained on Facility Agreements.

THIS AGREEMENT is dated 21 MARCH 2015 and made between:

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Position 2 in the Date of agreement chain

Extract 4 only

Find the definitions of the terms “Facility” or “Loan”, which describe what forms of credit the lenders make available to the obligor. 

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Loan" means each and all of an Acquisition Refinance Loan and a Development Loan.

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Finds the whole clause pertaining to the governing law of the agreement.

35. GOVERNING LAW This Agreement and any non-contractual obligations arising out or in connection with it are governed by English law.

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Position 2 in the Governing law chain

Normalisation in Extract 4 only

Finds the specific name of the governing law of the agreement.

United Kingdom | England and Wales

35. GOVERNING LAW This Agreement and any non-contractual obligations arising out or in connection with it are governed by English law.

Position 1 in the Governing law chain

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Finds any type of indemnity given by one party to another, including the type of loss and protocols for enforcing.

The Borrower shall indemnify the Lender and the Related Parties of each of them for all losses, costs, expenses and liabilities resulting from the reliance of such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and telephonic communications with the Lender may be recorded by the Lender, and each of the parties hereby consents to such recording. The Lender may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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Finds the whole clause identifying the courts with the power to hear a dispute.

(a) Any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the State of New York sitting in New York County or of the United States of America for the Southern District of New York,

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Position 2 in the Jurisdiction chain

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Finds the whole clause identifying the courts with the power to hear a dispute.

State of New York sitting in New York County

(a) Any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the State of New York sitting in New York County or of the United States of America for the Southern District of New York,

Position 1 in the Jurisdiction chain

Extract 4 only

Finds the clauses commonly entitled "Mandatory Prepayment" or "Prepayment and Cancellation", which contain events that oblige the obligor to repay the facility before the scheduled maturity date.

7.1 Illegality If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender to do so: (a) that Lender shall promptly notify the Agent upon becoming aware of that event; (b) upon the Agent notifying the Mezzanine Borrower, the Available Commitments of that Lender will be immediately cancelled; and

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Finds the definition of "Margin", "Applicable Margin", "Applicable Rate" and similar equivalents. Trained on Facility Agreements.

“Applicable Margin” means: (a) From and after the Second Restatement Effective Date until the first Adjustment Date, the percentages set forth in Level II of the pricing grid below; and (b) From and after the first Adjustment Date and on each Adjustment Date thereafter, the Applicable Margin shall be determined from the following pricing grid based upon the Average Excess Availability on the last day of the most recent Fiscal Quarter ended immediately preceding such Adjustment Date....

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Finds provisions on how general notices should be served upon a party and permissible forms of communication.

SECTION 8.01 Notices. (a) Notices Generally. Unless otherwise expressly provided herein, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile to the applicable party hereto, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as provided in Schedule 8.01. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in paragraph (b) below shall be effective as provided therein. (b) Electronic Communications. Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Lender; provided that the foregoing shall not apply to notices to the Lender pursuant to Article II if the Lender has notified the Borrower that it is incapable of receiving, or is unwilling to receive, notices under Article II by electronic communication. The Lender or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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Extract 4 only

Finds and extracts each piece of information for a single party from a full party clause. The party information will be arranged on the review form in the order of (1) party name (2) party definition, (3) party number (4) party address separated by the | character. 

Name: ANGLO-JET LIMITED | Definition: Borrower); | Number: 413124121 | Address:123 Main Street, London, N1 9GH
Name:  FINBANK LIMITED | Definition: FinBank | Number: 2811/000014/09 | Address:
Name: ABC BANK LIMITED | Definition: Lead Arranger | Number: 143513141 | Address: Tower 1, Peeps Street, London, N1 8FD.

(1) ANGLO-JET LIMITED (incorporated under the laws of England & Wales) with registration number 413124121 (the Borrower) and registered office at 123 Main Street, London, N1 9GH;

(2) FINBANK LIMITED (acting through its Nedbank Corporate and Investment Banking division) (incorporated under laws of the South Africa) with registration number 2811/000014/09, as mandated lead arranger (FinBank).

(3) ABC BANK LIMITED (acting through its Corporate and Investment Banking division) (incorporated under the laws of France) with registration number 143513141, as mandated lead arranger (Lead Arranger) and registered office at Tower 1, Peeps Street, London, N1 8FD.

Extract 4 only

Finds the clause commonly entitled “Repayment of Loans”, which describes the deadline for when the obligor should repay the loans. 

10. REPAYMENT 10.1 Repayment of Facility B Loans (a) Each Facility B Borrower shall repay, or procure the repayment of, the aggregate outstanding principal amount of the Facility B Loans made to it in full on the Termination Date in respect of Facility B in euro. (b) The Borrowers may not reborrow any part of a Facility B Loan which is repaid. 10.2 Repayment of Additional Facility Loans (a) Each Borrower of an Additional Facility Loan which is made available under a Term Facility shall repay that Additional Facility Loan borrowed by it: (i) in relation to an Additional Facility which is repayable in instalments, in instalments by repaying on each applicable Amortising Facility Repayment Date the amount set opposite that Amortising Facility Repayment Date as set out in the table in the relevant Additional Facility Notice; and...

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Extract 4 only

Finds the specific termination date from within the definition of "termination date" or "maturity date".

30/04/2019

Termination Date means 30 April 2019, or if the same is not a Business Day, the preceding Business Day.

Position 1 in the Termination date chain

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Finds the termination date of the loan, or termination dates for each tranche or facility. Trained on Facility Agreements.

Termination Date means 30 April 2019, or if the same is not a Business Day, the preceding Business Day.

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Position 2 in the Termination date chain

Extract 4 only

Finds the specific amount of the total commitments from within the definition of "Total Commitments" or similar definitions.

9750000000 $

Total Commitments means the aggregate of the Commitments of all the Lenders, being $9,750,000,000 as at the date of this Agreement.

Position 1 in the Total Commitments chain

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Finds the definition of total commitments, or totals for specific tranches or facilities. Trained on Facility Agreements.

Total Commitments means the aggregate of the Commitments of all the Lenders, being HK$9,750,000,000 as at the date of this Agreement.

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Position 2 in the Total Commitments chain