Senior Facilities Agreement Template for England and Wales

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Key Requirements PROMPT example:

Senior Facilities Agreement

"Need a Senior Facilities Agreement for a £250 million syndicated loan to finance our company's acquisition of a retail chain, with both term loan and revolving credit facilities, to be completed by March 2025."

Document background
The Senior Facilities Agreement is the primary document used in syndicated lending transactions where multiple lenders provide significant financing to corporate borrowers. It's particularly relevant for large-scale financing needs such as acquisitions, refinancing, or general corporate purposes. Under English and Welsh law, this agreement provides a robust framework that balances lender security with borrower operational flexibility, incorporating market-standard provisions while allowing for transaction-specific customization. The document typically follows LMA recommended forms and includes comprehensive provisions for facility usage, security arrangements, and lender protections.
Suggested Sections

1. Parties: Identifies all parties to the agreement including lenders, borrowers, guarantors, and facility agent

2. Background: Sets out the context and purpose of the facility

3. Definitions and Interpretation: Defines key terms and interpretation principles

4. The Facilities: Details of facilities being made available, including amounts and purposes

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

6. Repayment: Terms of repayment including scheduled payments

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

8. Representations and Warranties: Statements of fact made by the borrower

9. Covenants: Ongoing obligations of the borrower

10. Events of Default: Circumstances that trigger default and remedies

Optional Sections

1. Security: Details of security package when facilities are secured

2. Guarantees: Terms of guarantees provided when guarantors are involved

3. Accordion Facility: Provisions for increasing facility amount when flexibility for additional borrowing is required

Suggested Schedules

1. Schedule 1 - Lenders and Commitments: List of lenders and their commitment amounts

2. Schedule 2 - Conditions Precedent Documents: List of required documents and conditions

3. Schedule 3 - Forms of Request: Standard forms for utilization requests

4. Schedule 4 - Form of Transfer Certificate: Standard form for transferring commitments

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

6. Schedule 6 - Financial Covenants: Detailed financial covenant calculations

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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation regulating financial services and markets, including provisions on regulated activities and requirements for authorized lenders

Companies Act 2006: Key legislation governing corporate borrowing powers, directors' duties, and registration of charges

Consumer Credit Act 1974: Legislation that may be relevant if individual guarantors are involved in the facility agreement

Law of Property Act 1925: Governs security interests in real property and mortgage provisions

FCA/PRA Regulations: Regulatory framework covering banking conduct rules, capital requirements, and risk management requirements

UK Listing Rules: Regulations covering disclosure requirements and class transaction requirements for listed companies

UK LIBOR Regulation: Post-Brexit legislation governing interest rate provisions and the replacement of LIBOR with SONIA

UK Retained EU Law: Retained European legislation including Capital Requirements Regulation and European Market Infrastructure Regulation

Insolvency Act 1986: Legislation governing security enforcement, priority of creditors, and insolvency procedures

Financial Collateral Arrangements (No 2) Regulations 2003: Regulations governing security over financial collateral

Banking Act 2009: Legislation covering special resolution regime and bank insolvency procedures

Money Laundering Regulations 2017: Regulations governing KYC requirements and due diligence obligations

Common Law Contract Principles: Fundamental principles of contract law established through case law in England and Wales

Equitable Principles: Principles of equity relevant to financial transactions and security arrangements

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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