Senior Facilities Agreement for New Zealand

Senior Facilities Agreement Template for New Zealand

A Senior Facilities Agreement under New Zealand law is a comprehensive financing document that establishes the terms and conditions for senior debt facilities provided to a borrower. It details the lending arrangements, including facility amounts, interest rates, repayment terms, security arrangements, and covenants. The agreement incorporates specific requirements under New Zealand legislation, including the Financial Markets Conduct Act 2013 and Personal Property Securities Act 1999, while establishing the rights and obligations of all parties involved in the financing arrangement. It typically includes provisions for multiple lenders in syndicated arrangements and contains robust protection mechanisms for senior debt providers.

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What is a Senior Facilities Agreement?

The Senior Facilities Agreement is a fundamental document in corporate financing transactions under New Zealand law, typically used for significant corporate borrowings, acquisitions, refinancing, or major capital expenditure projects. It establishes a senior debt facility that takes priority over other forms of debt in the borrower's capital structure. The agreement comprehensively addresses facility terms, conditions precedent, representations and warranties, covenants (both financial and general), events of default, and security arrangements. It incorporates specific requirements under New Zealand legislation and market practice, while providing flexibility for syndication and secondary market trading of the debt. The document is particularly important in the context of New Zealand's sophisticated financial markets and is structured to comply with local regulatory requirements while meeting international banking standards.

What sections should be included in a Senior Facilities Agreement?

1. Parties: Identifies all parties to the agreement including the 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 for drawdown of the facilities

7. Utilisation: Process and requirements for drawing down 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, and payment provisions

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

12. Tax Gross Up and Indemnities: Tax provisions and related 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: Obligations to provide financial and other information

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

17. General Undertakings: General positive and negative covenants

18. Events of Default: Circumstances constituting default and consequences

19. Changes to the Parties: Transfer and assignment provisions

20. The Facility Agent and the Security Trustee: Roles, responsibilities, and rights of the administrative parties

21. Payment Mechanics: Payment provisions, timing, and currency considerations

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

23. Notices: Communication methods and requirements

24. Calculations and Certificates: Basis for calculations and form of certificates

25. Miscellaneous: Various standard provisions including partial invalidity, remedies, amendments

26. Governing Law and Enforcement: Choice of law and jurisdiction provisions

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

1. Multiple Currencies: Required when the facility includes multiple currency options, including currency conversion and exchange rate provisions

2. Accordion Facility: Optional section for when the facility includes the ability to increase the facility amount

3. Green Loan Provisions: Required when the facility is structured as a green loan, including relevant principles and reporting requirements

4. Incremental Facilities: Required when allowing for additional facilities to be added in the future

5. Bank Guarantee Facility: Required when the facility includes bank guarantee or letter of credit provisions

6. Multi-Option Facility: Required when the facility can be drawn in multiple forms (loans, guarantees, etc.)

7. Property Covenants: Required when the facility is secured by real property

8. Subordination Provisions: Required when there is subordinated debt or intercreditor arrangements

9. Defaulting Lender: Detailed provisions dealing with defaulting lenders in syndicated facilities

10. Market Disruption: Extended provisions dealing with market disruption events

What schedules should be included in a Senior Facilities Agreement?

1. Schedule 1 - Initial Conditions Precedent: List of required documents and conditions to be satisfied before first utilisation

2. Schedule 2 - Utilisation Request: Form of drawdown notice

3. Schedule 3 - Selection Notice: Form for selecting interest periods

4. Schedule 4 - Form of Transfer Certificate: Form for transferring commitments between lenders

5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification

6. Schedule 6 - Existing Security: List of permitted existing security interests

7. Schedule 7 - Timetables: Operational timelines for various actions under the facility

8. Schedule 8 - Forms of Notifiable Debt Purchase Transaction Notice: Forms for debt purchase transaction notifications

9. Schedule 9 - Form of Assignment Agreement: Template for assigning rights under the agreement

10. Schedule 10 - Financial Covenants Calculations: Detailed methodology for calculating financial covenants

11. Schedule 11 - Existing Financial Indebtedness: List of permitted existing financial indebtedness

12. Schedule 12 - Group Structure Chart: Corporate structure of the borrower group

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

New Zealand

Publisher

Genie AI

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Corporate Finance

Real Estate & Property

Infrastructure

Energy & Resources

Manufacturing

Retail & Consumer

Healthcare

Technology

Telecommunications

Transportation & Logistics

Agriculture & Food

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Banking

Credit Risk

Compliance

Company Secretariat

Corporate Development

Financial Control

Transaction Management

Portfolio Management

Syndications

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Banking & Finance Lawyer

Relationship Manager

Credit Risk Manager

Loan Officer

Company Secretary

Financial Controller

Compliance Officer

Corporate Banking Manager

Investment Banking Director

Debt Capital Markets Manager

Senior Credit Analyst

Transaction Manager

Portfolio Manager

Syndications Manager

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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