Senior Loan Agreement for Australia

Senior Loan Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that establishes the terms and conditions of a senior secured loan facility between a lender (typically a financial institution) and a borrower (usually a corporate entity). The agreement details the facility amount, interest rates, repayment terms, security arrangements, conditions precedent, representations and warranties, undertakings, and events of default. It incorporates Australian regulatory requirements, including those under the Corporations Act 2001 (Cth) and other relevant federal legislation, while providing a clear framework for the rights and obligations of all parties involved in the lending arrangement.

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What is a Senior Loan Agreement?

The Senior Loan Agreement is a fundamental document in corporate financing transactions under Australian law, used when a borrower requires substantial financing on a senior secured basis. This agreement is typically employed for significant corporate loans, project financings, or acquisition financings where the lender holds a senior ranking security position over the borrower's assets. The document comprehensively addresses all aspects of the lending relationship, including facility terms, security arrangements, borrower obligations, and lender rights, while ensuring compliance with Australian regulatory requirements. It is particularly important in transactions where careful structuring of debt obligations and security interests is required, and typically involves detailed due diligence and negotiation between the parties' legal and financial advisers.

What sections should be included in a Senior Loan Agreement?

1. Parties: Identification of lender(s) and borrower(s) with full legal names and ACN/ABN

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

3. Definitions and Interpretation: Defined terms, interpretation rules, and construction principles

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

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

6. Drawdown: Process and requirements for drawing down the loan

7. Interest: Interest rate, calculation methods, and payment terms

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

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

10. Undertakings: General, financial, and information undertakings of the borrower

11. Events of Default: Circumstances constituting default and consequences

12. Changes to Parties: Assignment and transfer provisions

13. Administration: Notice requirements, calculations, and other administrative provisions

14. Governing Law and Enforcement: Choice of law, jurisdiction, and dispute resolution

15. Execution: Execution blocks and signing requirements

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

1. Security Trustee Provisions: Required when there is a security trustee structure

2. Syndication Provisions: Required for syndicated facilities with multiple lenders

3. Increased Costs and Tax Gross-up: Detailed provisions for handling tax and regulatory cost changes

4. Market Disruption: Provisions dealing with interest rate benchmark disruption

5. Debt Service Reserve Account: Required when the facility includes a DSRA requirement

6. Accordion Facility: Optional provisions for facility increase rights

7. Multi-currency Provisions: Required for facilities available in multiple currencies

8. Bank Guarantee Facility: Required if the facility includes bank guarantee issuance

9. Majority Lenders Decisions: Required for syndicated facilities to govern decision-making

What schedules should be included in a Senior Loan Agreement?

1. Facility Details: Detailed facility terms including limits, margins, and fees

2. Conditions Precedent Documents: List of required conditions precedent documents

3. Form of Drawdown Notice: Template for drawdown requests

4. Form of Compliance Certificate: Template for periodic compliance reporting

5. Financial Covenants: Detailed financial covenant calculations and definitions

6. Form of Transfer Certificate: Template for transferring loan participations

7. Repayment Schedule: Detailed schedule of repayment dates and amounts

8. Permitted Security Interests: List of security interests permitted under the facility

9. Form of Accession Deed: Template for new parties joining the agreement

10. Address Details for Notices: Contact 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 | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions
Accordion Amount
Account Bank
Accounting Standards
Additional Lender
Affiliate
Agent
Applicable Rate
Authorisation
Availability Period
Available Commitment
Available Facility
Bank Bill Rate
Banking Day
Borrower
Break Costs
Business Day
Change of Control
Commitment
Compliance Certificate
Conditions Precedent
Confidential Information
Constitutional Documents
Contribution Notice
Control
Controller
Corporations Act
Default
Default Rate
Defaulting Lender
Disposal
Disruption Event
Drawdown Date
Drawdown Notice
Encumbrance
Environment
Environmental Law
Event of Default
Facility
Facility Agent
Facility Amount
Facility Documents
Facility Limit
Facility Office
Fee Letter
Final Maturity Date
Finance Document
Finance Party
Financial Close
Financial Indebtedness
Financial Reports
Financial Year
Governmental Agency
Group
GST
Guarantee
Guarantor
Holding Company
Increased Cost
Insolvency Event
Interest Payment Date
Interest Period
Interest Rate
Legal Opinion
Lender
Majority Lenders
Margin
Material Adverse Effect
New Lender
Obligor
Original Financial Statements
Original Lender
Permitted Security Interest
PPSA
Principal Outstanding
Quasi-Security
Quote
Reference Banks
Related Body Corporate
Relevant Market
Repayment Date
Repeating Representations
Representative
Review Event
Screen Rate
Secured Property
Security
Security Document
Security Interest
Security Provider
Security Trust
Security Trust Deed
Security Trustee
Subsidiary
Tax
Total Commitments
Transaction Document
Transfer Certificate
Trust
Trust Deed
Trustee
Unpaid Sum
Clauses
Relevant Industries

Banking & Financial Services

Infrastructure

Real Estate

Mining & Resources

Energy & Utilities

Manufacturing

Healthcare

Technology

Agriculture

Transportation & Logistics

Telecommunications

Retail & Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Corporate Banking

Loan Operations

Risk Management

Corporate Advisory

Deal Execution

Documentation

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Relationship Manager

Credit Manager

Risk Officer

Compliance Officer

Company Secretary

Transaction Manager

Loan Officer

Financial Controller

Managing Director

Chief Executive Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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