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Term Loan Agreement for the United Kingdom

Term Loan Agreement Template for England and Wales

A Term Loan Agreement is a legally binding contract governed by the laws of England and Wales that establishes the terms and conditions under which a lender provides a fixed-term loan to a borrower. The agreement details the loan amount, interest rate, repayment schedule, security arrangements, and other key terms. It includes provisions for default, representations and warranties, and conditions precedent to drawdown, all structured within the framework of English law.

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Term Loan Agreement

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What is a Term Loan Agreement?

The Term Loan Agreement is a fundamental financing document used when a lender provides a fixed-sum loan to be repaid over a specified period. Governed by English and Welsh law, this agreement is widely used in commercial lending transactions, particularly in international finance due to the reputation and predictability of English law. The document comprehensively covers loan terms, security arrangements, representations, warranties, and covenants, providing certainty and protection for all parties involved. It's particularly suited for business loans, project finance, and corporate lending where a structured repayment schedule is required.

What sections should be included in a Term Loan Agreement?

1. Parties: Identification of lender(s) and borrower(s)

2. Background: Context and purpose of the loan

3. Definitions: Key terms used throughout the agreement

4. Facility: Amount, purpose, and availability of the loan

5. Interest: Interest rate, calculation and payment provisions

6. Repayment: Terms and schedule for repayment

7. Representations and Warranties: Statements of fact by the borrower

8. Covenants: Ongoing obligations of the borrower during the term of the loan

9. Events of Default: Circumstances triggering default and consequences

10. Changes to the Parties: Provisions regarding assignment and transfer rights

11. Administration: Operational aspects including notices and calculations

12. Governing Law and Enforcement: Legal framework governing the agreement and enforcement provisions

What sections are optional to include in a Term Loan Agreement?

1. Security: Details of any security/collateral (for secured loans)

2. Guarantees: Terms of any guarantees provided by third parties

3. Financial Covenants: Specific financial obligations and ratios to be maintained by corporate borrowers

4. Increased Costs and Tax Gross-Up: Provisions dealing with changes in regulatory costs and tax requirements

5. Market Disruption: Provisions dealing with circumstances affecting interest rate markets

What schedules should be included in a Term Loan Agreement?

1. Schedule 1 - Conditions Precedent: List of documents and conditions required before loan drawdown

2. Schedule 2 - Repayment Schedule: Detailed payment dates and amounts for loan repayment

3. Schedule 3 - Form of Drawdown Notice: Template for requesting loan disbursement

4. Schedule 4 - Form of Transfer Certificate: Template for documenting transfers between lenders

5. Schedule 5 - Security Documents: List and copies of security documentation (if applicable)

6. Schedule 6 - Financial Covenants Calculations: Detailed methodology for calculating financial covenants

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions





































Clauses

































Industries

Consumer Credit Act 1974: Primary legislation governing consumer credit agreements. Essential if the borrower is a consumer rather than a business entity.

Financial Services and Markets Act 2000: Key legislation regulating financial services in the UK, establishing the regulatory framework for financial activities.

Consumer Rights Act 2015: Legislation protecting consumer rights and governing unfair terms in consumer contracts.

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly exclusion and limitation clauses.

Bank of England Act 1998: Establishes the framework for banking regulation and monetary policy in the UK.

Law of Property Act 1925: Crucial legislation for secured lending, governing how security interests in property are created and enforced.

Companies Act 2006: Primary legislation governing corporate borrowers, including corporate capacity and authority to borrow.

FCA Handbook: Regulatory rules and guidance from the Financial Conduct Authority, particularly CONC for consumer credit.

PRA Rulebook: Prudential regulation rules for banks and financial institutions.

UK Money Laundering Regulations 2017: Anti-money laundering requirements affecting financial transactions and customer due diligence.

Financial Services (Banking Reform) Act 2013: Legislation implementing structural reforms to the UK banking sector.

UK GDPR: Data protection legislation governing the processing of personal data, as retained in UK law post-Brexit.

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing financial collateral arrangements and security interests.

Bills of Exchange Act 1882: Historic legislation still relevant to payment mechanisms and negotiable instruments.

Common Law Principles: Case law and judicial precedents affecting contract formation, interpretation, and enforcement.

Equitable Principles: Principles of fairness and equity that supplement common law rules in contract interpretation and enforcement.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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