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Framework Loan Agreement Template for United Arab Emirates

A Framework Loan Agreement under UAE law establishes the terms and conditions for a revolving credit facility where multiple loans can be drawn down over time within an overall facility limit. The agreement complies with UAE Federal laws, including the Civil Code and Commercial Code, and may incorporate Sharia-compliant structures. It contains comprehensive provisions for drawdown mechanics, profit rates (interest), repayment terms, security arrangements, and borrower obligations, all tailored to meet UAE regulatory requirements and market practices.

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What is a Framework Loan Agreement?

The Framework Loan Agreement is a sophisticated financing document used when a lender provides a borrower with the flexibility to draw down multiple loans under a single master facility. This type of agreement is particularly relevant in the UAE market where businesses often require ongoing financing arrangements with the ability to access funds as needed. The document must comply with UAE Federal Law, including the Civil Code (Federal Law No. 5 of 1985) and Commercial Code (Federal Law No. 18 of 1993), while potentially incorporating Sharia-compliant structures. It typically includes detailed provisions for facility mechanics, security arrangements, representations and warranties, covenants, and events of default, all structured to accommodate UAE legal requirements and market practices. The Framework Loan Agreement is especially useful for ongoing business relationships where regular financing is required but individual loan documentation for each drawdown would be impractical.

What sections should be included in a Framework Loan Agreement?

1. Parties: Identification of the lender(s) and borrower(s) with full legal names and addresses

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. The Facility: Details of the loan facility including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown Procedures: Process and requirements for requesting and making drawdowns

7. Interest and Fees: Profit rate calculation, payment dates, and applicable fees (structured to comply with Sharia principles)

8. Repayment and Prepayment: Terms for scheduled repayments and voluntary prepayments

9. Representations and Warranties: Statements of fact and assurances given by the borrower

10. Covenants: Positive and negative obligations of the borrower during the facility period

11. Events of Default: Circumstances constituting default and consequences

12. Changes to Parties: Rules for assignment and transfer of rights and obligations

13. Administration: Operational aspects including calculations, notices, and amendments

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

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

1. Security: Required if the facility is secured, detailing security arrangements and enforcement

2. Guarantee: Include when there are third-party guarantors for the facility

3. Islamic Finance Provisions: Required for Sharia-compliant structures, replacing conventional interest provisions

4. Multiple Lenders: Required for syndicated facilities, including voting rights and administration

5. Increased Costs and Tax Gross-up: Optional protections for lenders against regulatory changes and tax implications

6. Market Disruption: Provisions dealing with market disruption events affecting interest rates

7. Set-off Rights: Additional rights for lender to set off amounts against borrower's accounts

8. Currency Provisions: Required for multi-currency facilities or cross-border transactions

What schedules should be included in a Framework Loan Agreement?

1. Conditions Precedent: Detailed list of required documents and conditions

2. Form of Drawdown Request: Template for borrower to request drawdowns

3. Repayment Schedule: Table of repayment dates and amounts

4. Form of Transfer Certificate: Template for transferring rights and obligations

5. Financial Covenants: Detailed financial ratios and calculations

6. Form of Compliance Certificate: Template for periodic compliance certification

7. Existing Security: List of existing security interests and permitted encumbrances

8. Form of Accession Deed: Template for additional borrowers or guarantors to join

9. Contact Details: Administrative and notice details for all parties

Authors

Alex Denne

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

Publisher

Genie AI

Document Type

Framework Agreement

Cost

Free to use

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