Senior Facilities Agreement Template for Nigeria

A Senior Facilities Agreement is the primary document used in corporate lending transactions in Nigeria, establishing the terms and conditions under which lenders provide senior debt facilities to borrowers. This document is essential for major financing transactions, particularly those involving multiple lenders, and must comply with Nigerian law, including the Banks and Other Financial Institutions Act (BOFIA) 2020 and Central Bank of Nigeria regulations. The agreement typically includes detailed provisions on facility terms, conditions precedent, representations and warranties, covenants, events of default, and security arrangements. It is commonly used for corporate acquisitions, project finance, working capital facilities, and major capital expenditure financing, requiring careful consideration of Nigerian regulatory requirements, especially regarding foreign exchange, security creation, and registration requirements.

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

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

3. Definitions and Interpretation: Defined terms, interpretation principles, and currency calculations

4. The Facilities: Details of the loan facilities, purpose, and commitment amounts

5. Conditions Precedent: Conditions to be satisfied before drawdown

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

7. Repayment: Terms and schedule for repayment of the facilities

8. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation rights

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

10. Changes to the Calculation of Interest: Market disruption and alternative interest rate provisions

11. Fees: Commitment fees, arrangement fees, and other fee provisions

12. Tax Gross-up and Indemnities: Tax provisions and related indemnities

13. Increased Costs: Provisions for dealing with changes in costs due to regulatory changes

14. Other Indemnities: General indemnities and currency indemnities

15. Costs and Expenses: Transaction costs, enforcement costs, and amendment costs

16. Representations: Borrower representations and warranties

17. Information Undertakings: Financial and other information delivery obligations

18. Financial Covenants: Financial ratios and other financial requirements

19. General Undertakings: Positive and negative covenants

20. Events of Default: Default triggers and consequences

21. Changes to the Parties: Transfer and assignment provisions

22. Role of the Agent and Security Trustee: Rights and obligations of the administrative parties

23. Payment Mechanics: Payment provisions, set-off, and payment timing

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

25. Notices: Communication methods and delivery requirements

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

27. Partial Invalidity: Severability provisions

28. Remedies and Waivers: Rights and remedies of the finance parties

29. Amendments and Waivers: Process for amendments and consent requirements

30. Confidentiality: Confidentiality obligations and permitted disclosures

31. Counterparts: Execution in multiple counterparts

32. Governing Law: Nigerian law as governing law

33. Enforcement: Jurisdiction and dispute resolution provisions