The Senior Facilities Agreement is a fundamental document in corporate financing under Maltese law, typically used for significant corporate loans, acquisition financing, or major capital investments. It establishes the primary terms and conditions between lenders and borrowers for senior debt facilities, which take priority over other forms of debt in terms of repayment. The document must comply with both Maltese banking regulations and relevant EU directives, particularly regarding security interests and financial institutions. The agreement includes detailed provisions on facility amounts, drawdown conditions, interest calculations, repayment schedules, security arrangements, and borrower covenants. It's particularly important in Malta's growing financial services sector and is often used in cross-border transactions where Malta's strategic position and EU membership provide advantages.

1. Parties: Identification of the lenders, borrower(s), agent(s), security trustee and other parties to the agreement

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

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, amounts, and purpose

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

6. Utilisation: Procedures and requirements for drawing down the facilities

7. Repayment: Terms and schedule for repayment of the facilities

8. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment and facility cancellation

9. Interest: Interest calculation, periods, payment, and default interest provisions

10. Fees: All fees payable under the facilities including arrangement, commitment, and agency fees

11. Tax Gross Up and Indemnities: Tax provisions and related indemnities

12. Increased Costs: Provisions dealing with changes in costs due to regulatory or legal changes

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Borrower's obligations to provide financial and other information

15. Financial Covenants: Financial ratios and other financial requirements to be maintained

16. General Undertakings: General positive and negative covenants of the borrower

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Role of the Agent and Security Trustee: Rights, duties, and responsibilities of the agent and security trustee

20. Payment Mechanics: Procedures for making payments under the agreement

21. Set-off: Rights of set-off and their application

22. Notices: Communication requirements and methods

23. Calculations and Certificates: Provisions regarding calculations and certificates of amounts due

24. Partial Invalidity: Severability provisions

25. Remedies and Waivers: Rights and remedies of the finance parties

26. Amendments and Waivers: Procedures for amending the agreement and waiving rights

27. Confidentiality: Confidentiality obligations and permitted disclosures

28. Counterparts: Execution in counterparts provisions

29. Governing Law: Maltese law as governing law

30. Enforcement: Jurisdiction and enforcement provisions