The Senior Facilities Agreement is a fundamental document in corporate financing transactions under Dutch law, typically used for significant lending arrangements where a group of lenders provides senior debt facilities to corporate borrowers. This agreement is essential for large-scale financing needs such as acquisitions, refinancing, working capital, or capital expenditure. The document comprehensively addresses all aspects of the lending relationship, including facility terms, drawdown mechanics, repayment obligations, security arrangements, and lender protections. It incorporates specific Dutch legal requirements and European regulatory provisions, making it suitable for both domestic Dutch transactions and cross-border financing arrangements. The Senior Facilities Agreement's structure accommodates multiple facilities (term loans and revolving facilities) and can be adapted for various financing purposes while maintaining the senior ranking of the debt.
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1. Parties: Identifies all parties to the agreement including lenders, facility agent, security agent, and borrower(s)
2. Background: Sets out the context and purpose of the facilities
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules
4. The Facilities: Details of the facilities being made available, including types, purposes 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 requesting and making utilisations
8. Repayment: Terms and schedule for repayment of the facilities
9. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation rights
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: Tax provisions including gross-up obligations and tax indemnities
13. Increased Costs: Provisions dealing with increased costs for lenders due to regulatory changes
14. Representations: Borrower 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 group
18. Events of Default: Circumstances constituting default and consequences
19. Changes to the Parties: Transfer and assignment provisions for lenders and borrowers
20. Role of the Agents: Rights, obligations and duties of the facility agent and security agent
21. Payment Mechanics: Administrative provisions regarding payments
22. Set-Off: Rights of set-off and related provisions
23. Notices: Communications between parties including method and deemed delivery
24. Calculations and Certificates: Basis of calculations and evidential value of certificates
25. Partial Invalidity: Severability provisions
26. Remedies and Waivers: Provisions regarding rights, remedies and waivers
27. Amendments and Waivers: Process for amendments and waivers to the agreement
28. Governing Law: Dutch law as governing law of the agreement
29. Enforcement: Jurisdiction and enforcement provisions
1. Multiple Currencies: Provisions for handling multiple currencies, including optional currencies and exchange rates - include when the facility allows for multiple currency drawings
2. Accordion Facility: Terms for increasing the facility amount - include when an accordion feature is required
3. Green Loan Provisions: Specific provisions for green loans including use of proceeds and reporting - include for green/sustainable facilities
4. Bank Guarantee Facility: Specific provisions for bank guarantee facilities - include if bank guarantees are part of the facility
5. Ancillary Facilities: Provisions for bilateral facilities provided by lenders - include if ancillary facilities are permitted
6. Security Provisions: Detailed security provisions - include if the facility is secured
7. Guarantee Provisions: Detailed guarantee provisions - include if there are guarantors
8. Letter of Credit Facility: Specific provisions for letters of credit - include if LCs are part of the facility
9. Regulatory Capital Requirements: Additional provisions required by capital adequacy regulations - include if required by lenders
10. Bail-in Provisions: EU bail-in provisions - include if any lender requires these provisions
1. Lenders and Commitments: List of lenders and their commitments under each facility
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 Accession Deed: Template for new obligors joining the agreement
7. Form of Compliance Certificate: Template for periodic compliance certificates
8. Timetables: Operational timelines for various actions under the facility
9. Form of Quarterly Financial Statements: Template for required financial reporting
10. Screen Rate Contingency Provisions: Detailed provisions for benchmark rate fall-back
11. Security Documents: Forms of required security documents
12. Guarantee Documents: Forms of required guarantee documents
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