Senior Facilities Agreement Template for Australia

The Senior Facilities Agreement is the primary document used in corporate lending transactions where a company seeks to obtain senior debt financing from one or multiple lenders. It is particularly relevant in the Australian market for corporate acquisitions, refinancing existing debt, funding capital expenditure, or supporting general corporate purposes. The agreement comprehensively documents the lending relationship, including facility types (term loans and/or revolving facilities), interest calculations, security structure, and financial covenants. It incorporates Australian legal requirements such as PPSA provisions, financial services regulations, and corporate law considerations. The document typically follows APLMA conventions while adapting to specific Australian market practices and regulatory requirements.

1. Parties: Identification of lenders, facility agent, security trustee, borrower(s) and guarantors

2. Background: Context of the facility and relationship between parties

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation principles

4. The Facilities: Core terms of the facilities including commitment amounts and purpose

5. Conditions Precedent: Conditions to be satisfied before drawdown including documentation requirements

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

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

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

9. Fees: All fee provisions including commitment, arrangement and agency fees

10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

11. Changes in Circumstances: Market disruption, increased costs and illegality provisions

12. Representations and Warranties: Borrower and guarantor representations and warranties

13. Information Undertakings: Financial and other information reporting requirements

14. Financial Covenants: Financial ratios and other financial requirements

15. General Undertakings: Positive and negative undertakings of borrower and guarantors

16. Events of Default: Default triggers and consequences

17. Changes to Parties: Transfer and assignment provisions

18. The FACILITY AGENT AND THE SECURITY TRUSTEE: Rights, duties and obligations of the facility agent and security trustee

19. Administration: Payment mechanics, notices and calculations

20. Governing Law and Enforcement: Choice of law, jurisdiction and enforcement provisions