Particular attention should be paid to all “default cross” clauses that affect the fact that a failure in one agreement triggers a standard between another. These should not apply to on-demand facilities provided by the lender and should include thresholds defined accordingly. There are many definitions in each facility agreement, but most are either standard – and generally uncontested – or specifically for individual transactions. They should be carefully considered and, if necessary, carefully considered using the lender`s offer letter/offer sheet. Each credit contract is a little different. For entrepreneurs, it is important to read and understand the terms before execution. It also provides independent legal advice, particularly for more complex credit contracts, such as commercial mortgages or bonds. Representations and guarantees are similar in all facility agreements. They focus on the borrower`s legal capacity to enter into financing agreements and the nature of the borrower`s activity. They will often be broad and the borrower may try to limit them to issues that, if not correct, would have a significant negative effect. This qualification may apply to a large number of insurance and guarantees relating to the borrower`s activities (for example. B litigation, environmental and accounting matters), but will probably not be acceptable to the lender in order to limit the borrower`s ability to enter into financing agreements or with respect to important financial information.
As a general rule, there are “standard” trading points that are advanced by borrowers, for example. B a standard definition of major adverse amendments/effects generally refers to the effect that may affect the debtor`s ability to meet his obligations under the facility contract. The borrower may attempt to limit this obligation to his own obligations (and not to other obligations), the borrower`s payment obligations and (sometimes) his financial obligations. “Investment banks” establish loan contracts that meet the needs of the investors they want to attract funds; “Investors” are still highly developed and accredited organizations that are not subject to bank supervision and the need to respect public trust. Investment banking activities are overseen by the SEC and the focus is on whether the parties providing the funds are properly or properly disclosed. Major negative effects: This definition is used in a number of locations to define the seriousness of an event or circumstance, generally determining when the lender can act in the event of a default or ask a borrower to remedy a breach of the agreement. This is an important definition that is often negotiated. Borrowers: The definition of the borrower includes all group companies that require access to the loan, including revolving credits (flexible credits as opposed to a fixed amount repaid in increments) or the working capital component.
This should also include all target companies acquired with the funds made available. Subsidiaries that need a provision may need to join the group of borrowers. If there is a reason why the affected companies cannot be parties to the agreement when they are executed – for example. B in the event of an acquisition by limited companies – prior approval from the bank would be required for them to be included in the agreement at a later date.
