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The Debt Facility Agreement is a crucial document used in financing transactions where one or more lenders provide debt funding to a borrower under Swiss law. It serves as the primary agreement governing the lending relationship, detailing all essential aspects of the facility including drawdown mechanics, interest calculations, repayment obligations, and lender protections. The agreement must comply with Swiss banking regulations and commercial law, particularly the Swiss Code of Obligations (OR) and Swiss Banking Act where applicable. This document type is commonly used for corporate financing, acquisition financing, real estate financing, and general corporate purposes, and can be structured as either a term loan or revolving credit facility. The Swiss jurisdiction offers a stable legal framework and well-established banking practices, making it a preferred choice for international financing transactions.

1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement

2. Background: Context of the facility and purpose of the loan

3. Definitions and Interpretation: Defined terms, rules of interpretation, and currency/time references

4. The Facility: Core terms of the facility including amount, purpose, and availability

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

6. Utilisation: Process and requirements for drawing down the facility

7. Interest: Interest calculation, periods, payment, and default interest provisions

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

9. Fees and Costs: All fees payable and cost reimbursement obligations

10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

11. Representations and Warranties: Borrower's representations and warranties

12. Information Undertakings: Obligations to provide financial and other information

13. Financial Covenants: Financial ratios and other metrics the borrower must maintain

14. General Undertakings: Positive and negative covenants of the borrower

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Transfer and assignment provisions

17. Payment Mechanics: Administration of payments, including payment times and accounts

18. Set-off: Rights of set-off and counterclaim

19. Notices: Communication methods and contact details

20. Calculations and Certificates: Basis for calculations and evidential value of certificates

21. Partial Invalidity: Severability provisions

22. Remedies and Waivers: Enforcement rights and effect of waivers

23. Amendments and Waivers: Process for modifying the agreement

24. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions