Facility Agreement: secured

Name: Term loan facility agreement - Paper Rock Docs
SKU: FIN004.001
Price: 50.00 GBP
Availability: InStock

Facility agreement for a secured loan facility to a corporate borrower which is incorporated in England and Wales, to be available to be drawn during an availability period and repayable on a fixed repayment date.

for a secured loan facility to be available for drawing during an availability period
for a borrower which is a company incorporated in England and Wales

What are the key features?

23 clauses and two schedules over 15 pages
mechanism for the borrower to request advances, subject to satisfaction of conditions precedent
regular interest payments at either fixed or floating interest rate by reference to specified bank’s base rate of interest
repayment of all loans on a fixed repayment date, with borrower able to prepay in whole or in part
provision for an arrangement fee and facility commitment fee
undertakings from the borrower, including to provide information to the lender and prohibition on granting security and additional borrowings
events of default, leading to the lender having the right to stop further advances and demand immediate repayment

What else do I need to know?

The security would need to be created and governed by a separate security document between the borrower and the lender, depending on the nature of the secured property or assets. Examples of security documents include:

a charge over property
a charge over shares
a debenture, containing fixed and floating charges over all of the borrower’s assets and undertaking

What other documents are available?

For a form of unsecured facility agreement, see

Facility Agreement: unsecured

For forms of unsecured and secured loan agreements, see

Description

When do I use this document?

where one or more shareholders wish to remove a director
where the Articles of Association do not include a simpler removal process
as special notice pursuant to the Companies Act 2006 to remove a director

Key features

special notice required to remove a director from office
including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director

What else do I need to know?

Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.

Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.

The special notice may also propose appointing a new director to replace the one being removed.

In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.

Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£50.00 exc VAT

Updated by a lawyer on 03/09/2024

Updated By a lawyer on 01/05/2023

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Facility Agreement: secured