The Senior Facilities Agreement is a fundamental document in corporate financing transactions in India, typically used for securing substantial credit facilities from banks or financial institutions. It is essential for large-scale corporate borrowings, project financing, or acquisition financing, where senior debt forms a crucial part of the capital structure. The agreement must comply with Indian regulatory requirements, including those set by the Reserve Bank of India, while incorporating international best practices in lending. This document comprehensively covers facility terms, security structures, representations, warranties, covenants, and events of default, tailored to the Indian legal and regulatory framework. It is particularly important in the context of syndicated lending, where multiple lenders provide financing under a common set of terms.
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1. Parties: Identifies all parties to the agreement including borrower(s), lender(s), facility agent, and security trustee
2. Background: Sets out the context and purpose of the facilities being provided
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. The Facilities: Details of the facilities being provided, including types, purposes, and amounts
5. Purpose: Specified purposes for which the facilities may be used
6. Conditions of Utilisation: Conditions precedent and subsequent that must be satisfied for drawdown
7. Utilisation: Mechanics and process for requesting and making utilisations
8. Repayment: Terms and schedule for repayment of the facilities
9. Prepayment and Cancellation: Circumstances and mechanics for voluntary and mandatory prepayments
10. Interest: Interest calculation, periods, payment, and default interest provisions
11. Fees: All fees payable under the facilities including arrangement, commitment, and agency fees
12. Tax Gross Up and Indemnities: Provisions dealing with tax payments and indemnities
13. Increased Costs: Provisions for dealing with changes in law or regulations affecting lenders' costs
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 ratios and other metrics the borrower must maintain
17. General Undertakings: Positive and negative covenants governing borrower's activities
18. Events of Default: Circumstances constituting default and consequences
19. Changes to Parties: Provisions regarding transfers, assignments, and changes to parties
20. Administration: Role and duties of facility agent and payment mechanics
21. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Multiple Currency Provisions: Required when the facility includes multiple currency options for drawdown
2. Accordion Facility: Optional section for when the facility includes the ability to increase the total commitments
3. Green Loan Provisions: Required when the facility includes green loan elements with specific sustainability targets
4. Security Provisions: Required when the facility is secured, detailing security package and enforcement
5. Subordination Provisions: Required when there are multiple layers of debt requiring subordination
6. Incremental Facilities: Optional section allowing for additional facilities to be added in the future
7. Bank Guarantee Facility: Required when the facility includes provisions for issuing bank guarantees
8. Letter of Credit Facility: Required when the facility includes provisions for issuing letters of credit
9. Defaulting Lender: Detailed provisions dealing with defaulting lenders, typically included in syndicated facilities
1. Lenders and Commitments: Details of all lenders and their committed amounts
2. Conditions Precedent: Detailed list of required conditions precedent documents
3. Utilisation Request Form: Form of utilisation request to be used by borrower
4. Form of Transfer Certificate: Standard form for transfers between lenders
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Form of Accession Deed: Template for new parties joining the agreement
7. Financial Covenants Calculations: Detailed methodology for calculating financial covenants
8. Screen Rate Contingency Provisions: Provisions dealing with replacement of screen rates
9. Timetables: Detailed timetables for notices and payments
10. Security Documents: List and copies of all security documents
11. Existing Financial Indebtedness: Schedule of permitted existing financial indebtedness
12. Form of Assignment Agreement: Standard form for assignments between lenders
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