The Senior Facilities Agreement is the primary document used in syndicated lending transactions where multiple lenders provide senior debt financing to corporate borrowers. It is particularly suited for the Hong Kong market and commonly used in both domestic and cross-border financing transactions. The agreement comprehensively addresses all aspects of the lending relationship, including detailed provisions for facility utilization, interest calculations, repayment mechanics, and lender protections. It incorporates specific requirements under Hong Kong law and regulatory framework, while following the established conventions of the Asia Pacific Loan Market Association (APLMA). The document is typically used for corporate acquisitions, refinancing existing debt, working capital purposes, or general corporate purposes, and can accommodate multiple tranches of debt with varying terms and conditions.
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1. Parties: Identification of the borrower(s), lenders, facility agent, security agent, and other finance parties
2. Background: Brief description of the transaction and its purpose
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation principles
4. The Facilities: Details of the facilities being made available, including types, purpose, and amounts
5. Purpose: Specified purposes for which the facilities may be used
6. Conditions of Utilisation: Conditions precedent and ongoing conditions for drawdown of the facilities
7. Utilisation: Process and requirements for utilising the facilities
8. Repayment: Terms and schedule for repayment of the facilities
9. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation provisions
10. Interest: Interest calculation, periods, payment, and default interest provisions
11. Fees: All fees payable under the facilities
12. Tax Gross-Up and Indemnities: Tax-related provisions and associated indemnities
13. Increased Costs: Provisions dealing with increased costs for lenders due to regulatory changes
14. Representations: Borrower's representations and warranties
15. Information Undertakings: Requirements for financial and other information to be provided to lenders
16. Financial Covenants: Financial maintenance covenants and related definitions
17. General Undertakings: Positive and negative undertakings of the borrower
18. Events of Default: Circumstances constituting default and consequences
19. Changes to Parties: Transfer and assignment provisions
20. The Facility Agent and Security Agent: Roles, responsibilities, and rights of the agents
21. Payment Mechanics: Procedures for making payments under the agreement
22. Set-Off: Rights of set-off for the finance parties
23. Notices: Methods and requirements for giving notices
24. Calculations and Certificates: Provisions regarding calculations and certificates under the agreement
25. Miscellaneous: Various boilerplate provisions
26. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Accordion Facility: Provisions for increasing the facility amount - include when the borrower requires flexibility to increase the facility size
2. Multi-currency Provisions: Include when facilities can be drawn in multiple currencies
3. Documentary Credits: Include when the facilities include letter of credit provisions
4. Bank Guarantees: Include when the facilities include bank guarantee provisions
5. Security: Detailed security provisions - include when security is being taken directly under the facility agreement rather than in separate documents
6. Subordination: Include when there is structural subordination of other debt
7. Green Loan Provisions: Include for green loans or sustainability-linked facilities
8. Regulatory Compliance: Specific provisions for regulated borrowers or specific regulatory requirements
9. Multiple Borrower Provisions: Include when there are multiple borrowers under the facilities
10. Guarantee: Include when guarantees are being provided directly under the facility agreement rather than in separate documents
1. Lenders and Commitments: List of original lenders and their commitments
2. Conditions Precedent: Detailed lists of required conditions precedent documents
3. Utilisation Request: Form of utilisation request
4. Form of Transfer Certificate: Template for transfers between lenders
5. Form of Assignment Agreement: Template for assignments between lenders
6. Form of Compliance Certificate: Template for periodic compliance certificates
7. Form of Accession Deed: Template for new parties to accede to the agreement
8. Financial Covenant Calculations: Detailed methodology for financial covenant calculations
9. Existing Security: List of permitted existing security
10. Form of Resignation Letter: Template for resignation of obligors
11. Form of Increase Confirmation: Template for documenting facility increases
12. Timetables: Detailed timetables for administrative procedures
13. Screen Rate Contingency Provisions: Detailed provisions for benchmark rate fallbacks
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