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Senior Facilities Agreement
"Need a Senior Facilities Agreement governed by Singapore law for a SGD 500 million syndicated loan to a technology company, with multiple tranches and incorporating green loan principles, to be signed by March 2025."
1. Parties: Identification of all parties to the agreement including Borrower(s), Lender(s), Facility Agent, Security Agent, and other finance parties
2. Background/Recitals: Context of the facility, purpose of the loan, and basic transaction structure
3. Definitions and Interpretation: Comprehensive definitions of terms used tHRoughout the agreement and interpretation rules
4. The Facilities: Details of facility types, amounts, purpose, and availability periods
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Process and requirements for utilization of the facilities
7. Repayment: Repayment schedule, prepayment provisions, and maNDAtory prepayment events
8. Interest: Interest calculation, periods, payment dates, and default interest
9. Fees: All applicable fees including arrangement, commitment, and agency fees
10. Tax Gross Up and Indemnities: Tax provisions and related indemnities
11. Representations and Warranties: Standard representations and warranties given by the borrower
12. Information Undertakings: Financial and other information to be provided by the borrower
13. Financial Covenants: Financial ratios and tests to be maintained
14. General Undertakings: Positive and negative covenants
15. Events of Default: Circumstances constituting default and consequences
16. Changes to Parties: Transfer and assignment provisions
17. Administration: Role of agents and administrative provisions
18. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Security: Security package details - include when the facility is secured
2. Guarantee: Guarantee provisions - include when guarantors are involved
3. Increased Costs: Provisions for changes in law or regulations affecting lenders' costs - typically included for longer-term facilities
4. Market Disruption: Provisions dealing with market disruption events - include for LIBOR/SOFR based facilities
1. Schedule 1 - Original Parties: List of original lenders, borrowers, and guarantors
2. Schedule 2 - Conditions Precedent: Detailed list of required conditions precedent documents
3. Schedule 3 - Requests and Notices: Forms of utilization request and other notices
4. Schedule 4 - Form of Transfer Certificate: Standard form for transfers between lenders
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification
6. Schedule 6 - Timetables: Timing requirements for various actions under the facility
7. Schedule 7 - Financial Covenants: Detailed financial covenant calculations
Authors
Acceptable Bank
Account
Additional Borrower
Additional Guarantor
Affiliate
Agent
Availability Period
Available Commitment
Available Facility
Break Costs
Business Day
Commitment
Compliance Certificate
Confidential Information
Default
Defaulting Lender
Disruption Event
Event of Default
Facility
Facility Office
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Group
Holding Company
Interest Period
Legal Reservations
Lender
Loan
Majority Lenders
Margin
Material Adverse Effect
Obligor
Original Financial Statements
Participating Member State
Party
Permitted Security
Qualifying Lender
Quotation Day
Reference Banks
Reference Bank Rate
Related Fund
Relevant Market
Repeating Representations
Representative
Screen Rate
Security
Security Document
Selection Notice
SORA
Subsidiary
Tax
Tax Deduction
Term
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Utilisation Date
Utilisation Request
Conditions Precedent
Drawdown
Interest
Repayment
Prepayment
Cancellation
Tax Gross-up
Increased Costs
Indemnities
Costs and Expenses
Security
Guarantee
Representations
Information Covenants
Financial Covenants
General Undertakings
Events of Default
Acceleration
Assignment and Transfer
Role of Agents
Payment Mechanics
Set-off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Severability
Governing Law
Enforcement
Jurisdiction
Service of Process
Third Party Rights
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