Senior Facilities Agreement Template for Switzerland

The Senior Facilities Agreement is a fundamental document in corporate financing transactions under Swiss law, typically used for providing term loans and revolving credit facilities to corporate borrowers. It serves as the primary agreement between lenders and borrowers in secured or unsecured lending arrangements, documenting the entire lending relationship including facility amounts, interest rates, repayment schedules, conditions precedent, ongoing obligations, and enforcement mechanisms. The document must comply with Swiss banking regulations and financial services laws while incorporating market-standard provisions for international lending. It's particularly relevant for corporate acquisitions, refinancing existing debt, working capital facilities, and general corporate purposes, requiring careful consideration of Swiss security laws, regulatory requirements, and corporate benefit principles.

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

2. Background: Brief description of the transaction and purpose of the facilities

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation

4. The Facilities: Core terms of the facilities including amounts, purpose, and conditions of utilization

5. Utilization: Process and conditions for drawing down the facilities

6. Repayment: Terms of repayment including scheduled amortization

7. Prepayment and Cancellation: Voluntary and mandatory prepayment events and mechanics

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

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

10. Tax Gross Up and Indemnities: Tax provisions including gross-up obligations and tax indemnities

11. Increased Costs: Provisions dealing with changes in law or regulations affecting lenders' costs

12. Representations: Borrower's representations and warranties

13. Information Undertakings: Obligations to provide financial and other information

14. Financial Covenants: Financial maintenance covenants and related definitions

15. General Undertakings: Positive and negative covenants

16. Events of Default: Default triggers and consequences

17. Changes to the Parties: Transfer and assignment provisions

18. The Agent and The Lenders: Role, rights, and duties of the facility agent and relationship between lenders

19. Payment Mechanics: Payment provisions, currency calculations, and set-off rights

20. Set-Off: Rights of set-off and their application

21. Notices: Communication methods and contact details

22. Calculations and Certificates: Basis of calculations and evidence of amounts due

23. Partial Invalidity: Severability provisions

24. Remedies and Waivers: Rights and remedies and effect of waivers

25. Amendments and Waivers: Process for modifications to the agreement

26. Governing Law: Swiss law as governing law

27. Enforcement: Jurisdiction clause and enforcement provisions