The Negative Pledge Agreement is a fundamental document in Nigerian corporate finance transactions, typically used alongside facility agreements, loan documents, or other financing arrangements. It provides lenders with contractual protection when extending unsecured credit by preventing borrowers from granting security interests to other creditors without consent. The agreement must comply with Nigerian law, particularly the Companies and Allied Matters Act 2020 and the Secured Transactions in Movable Assets Act 2017. It includes detailed provisions on permitted security, representations and warranties, and enforcement mechanisms. This document is particularly crucial in the Nigerian market where lenders often rely on contractual protections in addition to or instead of traditional security arrangements.
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1. Parties: Identification of the pledgor and beneficiary/beneficiaries of the negative pledge
2. Background: Context of the agreement, including reference to any related facility or main agreement
3. Definitions and Interpretation: Key terms used in the agreement, including 'Security Interest', 'Assets', 'Permitted Security', etc.
4. Negative Pledge: Core covenant not to create or permit to subsist any security interest over the pledgor's assets
5. Permitted Security: Exceptions to the negative pledge covenant, listing allowed security interests
6. Representations and Warranties: Pledgor's statements about its authority, existing security interests, and asset ownership
7. Duration: Term of the negative pledge and conditions for termination
8. Further Assurance: Pledgor's obligation to execute further documents and take additional steps if required
9. Remedies: Rights and remedies of the beneficiary in case of breach
10. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Positive Covenants: Additional obligations of the pledgor to maintain assets, provide information, etc. - used in more comprehensive agreements
2. Financial Covenants: Specific financial metrics the pledgor must maintain - included when part of broader financial arrangements
3. Information Undertakings: Obligations to provide financial and other information - used in agreements with financial institutions
4. Cross-Default: Provisions linking breach to other agreements - included when part of larger financing structure
5. Currency Provisions: Required for international transactions or when multiple currencies are involved
6. Tax Provisions: Included when tax implications need specific addressing, particularly in cross-border situations
1. Schedule of Assets: Detailed list of assets covered by the negative pledge, if specific assets are referenced
2. Existing Security Interests: List of security interests existing at the time of the agreement that are permitted to continue
3. Permitted Security Template: Standard form for documenting future permitted security interests
4. Form of Compliance Certificate: Template for periodic confirmation of compliance with the negative pledge
5. Related Party Agreements: List of existing agreements with related parties that may affect the negative pledge
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