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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."
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
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
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
Acceptable Bank
Account
Additional Borrower
Additional Guarantor
Affiliate
Agent
Authorisation
Availability Period
Available Commitment
Available Facility
Break Costs
Business Day
Commitment
Compliance Certificate
Confidential Information
Default
Disruption Event
Event of Default
Facility
Facility Office
Finance Document
Finance Party
Financial Indebtedness
Financial Quarter
Financial Year
Group
Holding Company
Interest Period
Legal Reservations
Lender
LIBOR
Loan
Majority Lenders
Margin
Material Adverse Effect
Obligor
Original Financial Statements
Participating Member State
Party
Permitted Security
Quotation Day
Reference Banks
Repeating Representations
Representative
Screen Rate
Security
Security Document
Selection Notice
SONIA
Subsidiary
Tax
Term
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Utilisation Date
Utilisation Request
VAT
Conditions Precedent
Purpose
Utilisation
Repayment
Prepayment and Cancellation
Interest
Interest Periods
Changes to the Calculation of Interest
Fees
Tax Gross-Up and Indemnities
Increased Costs
Other Indemnities
Mitigation
Costs and Expenses
Representations
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to the Lenders
Changes to the Obligors
Role of the Agent
Role of the Security Agent
Conduct of Business by the Finance Parties
Sharing Among Finance Parties
Payment Mechanics
Set-Off
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
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