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Senior Facilities Agreement
"I need a Senior Facilities Agreement under New Zealand law for a NZD 150 million syndicated facility to finance a renewable energy project, with multiple drawdown tranches and green loan provisions to be included."
1. Parties: Identifies all parties to the agreement including the borrower(s), lender(s), facility agent, and security trustee
2. Background: Sets out the context and purpose of the facilities being provided
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. The Facilities: Details of the facilities being provided, including types, purposes, and amounts
5. Purpose: Specified purposes for which the facilities may be used
6. Conditions of Utilisation: Conditions precedent and subsequent for drawdown of the facilities
7. Utilisation: Process and requirements for drawing down the facilities
8. Repayment: Terms and schedule for repayment of the facilities
9. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation provisions
10. Interest: Interest calculation, periods, and payment provisions
11. Fees: All fees payable under the facilities including arrangement, commitment, and agency fees
12. Tax Gross Up and Indemnities: Tax provisions and related indemnities
13. Increased Costs: Provisions dealing with increased costs for lenders due to regulatory changes
14. Representations: Borrower's representations and warranties
15. Information Undertakings: Obligations to provide financial and other information
16. Financial Covenants: Financial ratios and other financial requirements to be maintained
17. General Undertakings: General positive and negative covenants
18. Events of Default: Circumstances constituting default and consequences
19. Changes to the Parties: Transfer and assignment provisions
20. The Facility Agent and the Security Trustee: Roles, responsibilities, and rights of the administrative parties
21. Payment Mechanics: Payment provisions, timing, and currency considerations
22. Set-off: Rights of set-off and their application
23. Notices: Communication methods and requirements
24. Calculations and Certificates: Basis for calculations and form of certificates
25. Miscellaneous: Various standard provisions including partial invalidity, remedies, amendments
26. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Multiple Currencies: Required when the facility includes multiple currency options, including currency conversion and exchange rate provisions
2. Accordion Facility: Optional section for when the facility includes the ability to increase the facility amount
3. Green Loan Provisions: Required when the facility is structured as a green loan, including relevant principles and reporting requirements
4. Incremental Facilities: Required when allowing for additional facilities to be added in the future
5. Bank Guarantee Facility: Required when the facility includes bank guarantee or letter of credit provisions
6. Multi-Option Facility: Required when the facility can be drawn in multiple forms (loans, guarantees, etc.)
7. Property Covenants: Required when the facility is secured by real property
8. Subordination Provisions: Required when there is subordinated debt or intercreditor arrangements
9. Defaulting Lender: Detailed provisions dealing with defaulting lenders in syndicated facilities
10. Market Disruption: Extended provisions dealing with market disruption events
1. Schedule 1 - Initial Conditions Precedent: List of required documents and conditions to be satisfied before first utilisation
2. Schedule 2 - Utilisation Request: Form of drawdown notice
3. Schedule 3 - Selection Notice: Form for selecting interest periods
4. Schedule 4 - Form of Transfer Certificate: Form for transferring commitments between lenders
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification
6. Schedule 6 - Existing Security: List of permitted existing security interests
7. Schedule 7 - Timetables: Operational timelines for various actions under the facility
8. Schedule 8 - Forms of Notifiable Debt Purchase Transaction Notice: Forms for debt purchase transaction notifications
9. Schedule 9 - Form of Assignment Agreement: Template for assigning rights under the agreement
10. Schedule 10 - Financial Covenants Calculations: Detailed methodology for calculating financial covenants
11. Schedule 11 - Existing Financial Indebtedness: List of permitted existing financial indebtedness
12. Schedule 12 - Group Structure Chart: Corporate structure of the borrower group
Authors
Account Bank
Additional Borrower
Additional Guarantor
Affected Lender
Affiliate
Agent
Authorisation
Availability Period
Available Commitment
Available Facility
Bank Bill Rate
Base Rate
Break Costs
Business Day
Code of Banking Practice
Commitment
Compliance Certificate
Confidential Information
Default
Default Rate
Defaulting Lender
Disruption Event
Environment
Environmental Law
Event of Default
Facility
Facility Office
FATCA
Fee Letter
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Financial Year
Group
Guarantor
Hedge Counterparty
Holding Company
Increased Cost
Information Package
Interest Period
Interest Rate
Legal Reservation
Lender
Loan
Majority Lenders
Margin
Material Adverse Effect
Month
New Lender
New Zealand GAAP
Obligor
Original Financial Statements
Original Jurisdiction
Original Obligor
Participating Member State
Party
Permitted Security Interest
Personal Property Securities Register
Qualifying Lender
Quotation Day
Reference Banks
Reference Bank Rate
Related Party
Relevant Market
Repayment Date
Repeating Representations
Representative
Screen Rate
Security
Security Document
Security Interest
Security Provider
Security Trust Deed
Senior Debt
Specified Time
Subsidiary
Tax
Tax Credit
Tax Deduction
Tax Payment
Term
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Utilisation Date
Utilisation Request
VAT
Facility Terms
Purpose
Conditions Precedent
Utilisation
Repayment
Prepayment
Cancellation
Interest
Interest Periods
Changes to Interest Calculation
Fees
Tax Gross-up
Tax Indemnity
Increased Costs
Other Indemnities
Mitigation
Costs and Expenses
Guarantee and Indemnity
Representations
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Lenders
Changes to Borrowers
Role of Agent
Role of Security Trustee
Conduct of Business by Finance Parties
Payment Mechanics
Set-off
Notices
Confidentiality
Privacy
Disclosure
Calculations
Amendments and Waivers
Severability
Counterparts
Governing Law
Enforcement
Jurisdiction
Service of Process
Anti-Money Laundering
Security Provisions
Subordination
Intercreditor Provisions
Currency Provisions
Market Disruption
Defaulting Lender Provisions
Assignment
Delegation
Banking & Financial Services
Corporate Finance
Real Estate & Property
Infrastructure
Energy & Resources
Manufacturing
Retail & Consumer
Healthcare
Technology
Telecommunications
Transportation & Logistics
Agriculture & Food
Professional Services
Legal
Finance
Treasury
Corporate Banking
Credit Risk
Compliance
Company Secretariat
Corporate Development
Financial Control
Transaction Management
Portfolio Management
Syndications
Operations
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Banking & Finance Lawyer
Relationship Manager
Credit Risk Manager
Loan Officer
Company Secretary
Financial Controller
Compliance Officer
Corporate Banking Manager
Investment Banking Director
Debt Capital Markets Manager
Senior Credit Analyst
Transaction Manager
Portfolio Manager
Syndications Manager
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