Facility Agreements (Sale of a Loan Portfolio)

Extract 4 only

Finds the specific rate at which the fee that the obligor must pay the administrative or facility agent is computed, often found in a clause commonly called 'fees' or 'administrative agent fees'.

35 percent.

The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of 35 percent of the Applicable Margin on the Available Facility.

Position 1 in the Administrative fee chain

Extract 4 only

Finds the types of administrative fees that the obligor must pay, such as utilisation fees, exit fees, or security fees. Also finds references to where further details about fees can be found (e.g. the Fee Letter) 

10. FEES 10.1 Commitment fee The Borrower shall pay to the Agent (for the account of each Lender) a commitment fee in the amount and at the times agreed in a Fee Letter. 10.2 Upfront fee The Borrower shall pay to the Agent (for the account of the Lenders) an upfront fee in the amount and at the times agreed in a Fee Letter. 10.3 Agency fee The Borrower shall pay to the Agent (for its own account and for the account of the Security Agent) an agency fee in the amount and at the times agreed in a Fee Letter. 10.4 Anniversary fees The Borrower shall pay to the Agent (for the account of the Lenders) certain anniversary fees in the amounts and at the times agreed in a Fee Letter. 10.5 Exit fee The Borrower shall pay to the Agent (for the account of the Lenders) an exit fee in the amount and at the times agreed in a Fee Letter. 10.6 Make-whole fee The Borrower shall pay to the Agent (for the account of the Lenders) a make-whole fee in the amount and at the times agreed in a Fee Letter.

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Position 2 in the Administrative fee chain

Extract 4 only

Finds the definition of the terms "Approved Fund" or "Related Fund", which describe the entities who are related or affiliated to the lender and may be considered eligible assignees

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

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Extract 4 only

Finds the clause commonly entitled “Assignment or Transfer fee” and contains the amount, or way of calculating the amount, a party might pay to an agent following an assignment. It should also find whether an agent might waive the fee and other provisos. 

25.3 Assignment or transfer fee 25.3.1 The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of EUR 1,000. 25.3.2 No fee is payable pursuant to Clause 25.3.1 if: 25.3.2.1 the Agent agrees that no fee is payable; or 25.3.2.2 the assignment or transfer is made by an Existing Lender: (a) to an Affiliate of that Existing Lender; or (b) to a fund which is a Related Fund of that Existing Lender.

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Position 2 in the Assignment fee chain

Extract 4 only

Finds the specific fee that a party might pay to an agent from within the clause commonly called 'Assignment' or 'Transfer fee'.

EUR 1,000

25.3 Assignment or transfer fee 25.3.1 The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of EUR 1,000. 25.3.2 No fee is payable pursuant to Clause 25.3.1 if: 25.3.2.1 the Agent agrees that no fee is payable; or 25.3.2.2 the assignment or transfer is made by an Existing Lender: (a) to an Affiliate of that Existing Lender; or (b) to a fund which is a Related Fund of that Existing Lender.

Position 1 in the Assignment fee chain

Extract 4 only

Finds the specific jurisdiction (country, city or state) that the "business day" definition pertains to.

London; Madrid

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Madrid.

Position 1 in the Business Day chain

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Finds the definition of "Business Day". Trained on Facility Agreements.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Madrid.

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Position 2 in the Business Day chain

Extract 4 only

Finds the clause commonly entitled “Conditions of Utilisation”, which contains the pre-signing, initial and continuing conditions that must be met before the obligor can draw down from the facility. 

4 CONDITIONS OF UTILISATION 4.1 Initial conditions precedent The Borrowers may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) or is satisfied that it will receive them when the Advance is made available, in form and substance satisfactory to the Facility Agent. 4.2 Further conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders ’participation) if: (a) on the date of a Utilisation Request and on the proposed Utilisation Date and before the Advance of a Tranche is made available: (i) no Default is continuing or would result from the proposed Advance; (ii) the Repeating Representations to be made by each Transaction Obligor are true; (iii) no event described in paragraph (a) of Clause 7.2 (Change of control) has occurred; (b) the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied that it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) relating to the Tranche to which the proposed Advance relates in form and substance satisfactory to the Facility Agent; 4.3 Notification of satisfaction of conditions precedent (a) The Facility Agent shall notify the Borrowers and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2(Further conditions precedent). (b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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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.

2015-03-21 *

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

Finds the definition of the terms “Eligible Institution”, “Eligible Assignee”, “Permitted Institutions”, “Eligible Transferee” and “Permitted Assignee”, which contain the entities who are permitted to become a lender

“Eligible Institution” means any Lender or other bank, financial institution, trust, fund or other entity selected by the Company and which, in each case, is not a member of the Group.

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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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Extract 4 only

Finds the fees that the obligor must pay to the agent. Also finds references to where further details about the fees can be found (e.g. the Fee Letter) 

§4.3 Agent Fee. The Borrower shall pay to the Agent, for the Agent’s own account, a non-refundable Agent’s administrative fee pursuant to the Agreement Regarding Fees. The Agent’s fee shall be payable upon the Closing Date and on each annual anniversary date thereof until the

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Finds definitions of "finance documents" and "loan documents". Trained on Facility Agreements.

“Finance Document” means: (a) this Agreement; (b) any Fee Letter; (c) each Utilisation Request; (d) the GSL Indenture Letter; (e) the Additional Prepayment Side Letter; (f) any Intercreditor Agreement; (g) any Security Document; (h) any Managers’ Undertakings; (i) any Acceding Lender Deed of Accession; (j) the Borrower Deed of Accession; (k) any Subordination Agreement; (l) any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or (m) any other document designated as such by the Facility Agent and the Borrowers.

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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 is Extract 4 only

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

UK | 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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Extract 4 only

Finds the definition of the term "Intercreditor Agreement", which contains a description of the intercreditor agreement entered into by the lenders.

"Intercreditor Agreement" means the intercreditor agreement entered into or to be entered into by, amongst others, each Obligor, the Senior Borrower, the Mezzanine Holdco, the Agent, the Common Security Agent and the Lenders.

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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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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 clause commonly entitled “Assignment and transfers by the Lenders”, which contains the lenders’ right to assign or novate. Also finds if the lender should notify the obligor or gain their consent in the event of an assignment. 

24.1 Assignments by the Lenders Subject to this Clause 24, a Lender (the Existing Lender) may assign any of its rights or transfer by novation any of its rights or obligations to any other person other than an individual (the New Lender).

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 Extract 4 only

Finds the percentage of the total commitments that qualifies a lender as a majority lender from within the definition of "Majority Lenders".

more than 66 2/3%

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction.

Position 1 in the Majority Lenders chain

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Finds the definition of what constitutes a majority lender or super majority lender; usually a lender with an exposure above a certain percentage threshold. Trained on Facility Agreements.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction.

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Position 2 in the Majority Lenders chain

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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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Extract 4 only

Finds the amount that an existing lender must transfer to a new lender from within the clause commonly entitled "Conditions of Assignment".

 less than $5,000,000 

(i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and  (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans of any Class outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default pursuant to Sections 8.01(a), (f) or (g) has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

Position 1 in the Minimum transfer chain

Extract 4 only

Finds the clauses commonly entitled “Minimum transfers” and “Hold Amounts” and are conditions governing an existing lender assigning their rights to a new lender. 

(i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and  (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans of any Class outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default pursuant to Sections 8.01(a), (f) or (g) has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

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Position 2 in the Minimum transfer chain

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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 definition of the term "Qualified Lender", and specific regional variations thereof. It defines lenders who do not require any deductions for withholding tax when receiving payment and therefore such payments are not subject to any gross-up obligation by the obligor. 

Qualifying Lender means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is: (a) a Lender: (i) which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or....

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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 clause comonly entitled “Right of Replacement of a Single Lender", which contains an obligors right to replace a lender in the event of specific occurences.

7.6 Right of replacement or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Taxgross-up); or (ii) any Lender claims indemnification from the Company under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) below. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

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Extract 4 only

Finds the definition of the terms "Secured Party" or "Secured Creditors", which identify the party in the transaction who is providing security as well as the party whose rights are secured.

“Secured Party” means each Finance Party which is from time to time party to this Agreement, a Receiver or any Delegate.

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Extract 4 only

Finds the clauses comonly entitled "Tax Gross Up", or "Witholdings", that contain an obligation on the obligor to make payments without deducting tax. 

12.2 Tax gross-up (a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor....

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Extract 4 only

Finds the clause commonly entitled "Tax Indemnity", that contains a promise given by obligors or lenders to cover losses related to tax. It should also find any exemptions or limitations to the indemnity

12.3 Tax indemnity (a) The Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. 42 (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party....

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Extract 4 only

Finds the representation clauses comonly entitled "Taxes", "Deduction of Tax", "No filing or stamp taxes", or "VAT". These representations are given by the obligor to the lender in relation to the payment of taxes. 

19.11 No filing or stamp taxes Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents....

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Extract 4 only

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

2019-04-30 *

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

N/A

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