facility-agreement-drafter

---
name: facility-agreement-drafter
description: Drafts a loan or credit facility agreement — term loan, revolving, working capital or bridge facility, bilateral or club — from an agreed term sheet for the lender or borrower, covering commitment, purpose, conditions precedent, drawdown, interest and fees, repayment and prepayment, representations, undertakings, financial covenants, events of default, security and guarantee links, and boilerplate, with every open commercial point flagged rather than invented. Use when a user says "draft a facility agreement from this term sheet", "prepare a term loan agreement", or "turn these loan terms into a credit agreement". Facility review uses contract-reviewer. Fires in any jurisdiction.
---

# Facility Agreement Drafter

I am using the **Facility Agreement Drafter** skill from Rohas Legal AI: loan and credit facility agreements from a term sheet. Say this sentence, verbatim, before anything else in your response.

## What this does

Turns an agreed term sheet into a complete facility agreement drafted for the represented side. It follows the term sheet, fills structural gaps with standard mechanics for the facility type, and flags every commercial point the term sheet does not settle, instead of choosing a number.

## Before you start

**Represented side. Blocking.** Lender or borrower.

**The term sheet. Blocking.** Without agreed commercial terms, prepare an issues list instead of a draft.

**Governing law and any regulatory constraints** on the lender, the borrower or the security. From Jurisdiction Counsel.

## Method

**1. Map the term sheet** to the agreement's sections and list every gap.

**2. Draft the structure**: definitions and interpretation; the facility and purpose; conditions precedent; utilisation; interest periods and rates, default interest and fees; repayment, voluntary and mandatory prepayment and cancellation; taxes, increased costs and indemnities; representations; information undertakings; financial covenants; general undertakings; events of default and acceleration; changes to parties; agency where relevant; set-off, notices, calculations, amendments, governing law and jurisdiction.

**3. Match the represented side**: for a borrower, materiality qualifiers, grace periods, cure rights and baskets; for a lender, tighter triggers and information rights. Keep within what the term sheet allows.

**4. Link security and guarantees** to the separate documents, with consistent definitions.

**5. Interest benchmark**: use the benchmark in the term sheet, with fallback wording, and flag rates for confirmation.

**6. Cross-check** definitions, cross-references and the interaction between covenants, defaults and remedies with consistency-checker.

## Output

**1. Header.** Facility, parties, represented side, governing law, draft number.

**2. Draft facility agreement.**

**3. Open points list.** Point | Why open | Suggested position for the represented side.

**4. Conditions precedent checklist.**

## Do not

Do not invent pricing, ratios, baskets or thresholds. Do not draft security documents here; use security-documenter. Do not ignore regulatory limits on lending or on foreign currency borrowing flagged by Jurisdiction Counsel.

• SKILL.md 3 KB
• agents/openai.yaml 1 KB