Senior Facilities Agreement Template for United States

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Key Requirements PROMPT example:

Senior Facilities Agreement

"Need a Senior Facilities Agreement for a $250M syndicated loan to finance the acquisition of a manufacturing company, with multiple tranches including a revolving facility, to be completed by March 2025."

Document background
The Senior Facilities Agreement is utilized when arranging senior debt financing for corporate borrowers in the United States. It serves as the primary documentation for syndicated loans, term loans, and revolving credit facilities. The agreement includes detailed provisions on facility mechanics, borrower obligations, lender rights, and security arrangements, all structured in compliance with U.S. banking regulations and securities laws. This document is particularly crucial for corporate financing, acquisitions, refinancing, and general corporate purposes, providing a comprehensive framework for the lending relationship.
Suggested Sections

1. Parties: Identification of lenders, borrowers, agents, and other key parties

2. Background/Recitals: Context of the facility and purpose of the agreement

3. Definitions and Interpretation: Key terms, financial definitions, and interpretation rules

4. The Facilities: Description of loan facilities, purposes, and conditions

5. Conditions Precedent: Requirements to be met before facility utilization

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

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

8. Interest and Fees: Interest calculation, payment terms, and facility fees

9. Representations and Warranties: Borrower's statements of fact and assurances

10. Covenants: Financial and operational obligations of the borrower

11. Events of Default: Circumstances constituting default and consequences

Optional Sections

1. Security: Terms of security package (used when facility is secured)

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

3. Intercreditor Provisions: Ranking and priority between creditors (used when multiple classes of debt exist)

4. Tax Gross-Up and Indemnities: Tax-related provisions and protections (used for cross-border transactions)

Suggested Schedules

1. Conditions Precedent Schedule: Detailed list of required documentation and conditions

2. Form of Utilization Request: Standard form for drawing down facilities

3. Form of Transfer Certificate: Template for transferring commitments between lenders

4. Form of Compliance Certificate: Template for periodic financial covenant compliance

5. Existing Security Schedule: List of permitted existing security interests

6. Form of Accession Deed: Template for additional parties joining the agreement

7. Commitment Schedule: Details of lenders' commitments and proportions

8. Form of Assignment Agreement: Template for assigning rights under the agreement

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
Industries

Federal Laws: Key federal legislation including Truth in Lending Act (TILA), Equal Credit Opportunity Act (ECOA), Bank Secrecy Act (BSA), Dodd-Frank Wall Street Reform and Consumer Protection Act, Securities Acts of 1933/1934, and Uniform Commercial Code (UCC) Article 9 on secured transactions

Banking Regulations: Regulatory requirements from Federal Reserve, Office of the Comptroller of the Currency (OCC), Federal Deposit Insurance Corporation (FDIC), and Bank Holding Company Act requirements

Securities Regulations: SEC regulations for public offerings, Investment Company Act considerations, and Trust Indenture Act requirements where applicable

Bankruptcy Considerations: U.S. Bankruptcy Code provisions, Chapter 11 reorganization implications, automatic stay provisions, and preferential transfer rules

State-Specific Laws: State usury laws, state-specific UCC adoptions, state banking regulations, and state securities laws (Blue Sky Laws)

Tax Considerations: Internal Revenue Code provisions, FATCA compliance requirements, and state tax implications

Compliance Requirements: Know Your Customer (KYC) rules, Anti-Money Laundering (AML) regulations, OFAC sanctions compliance, and foreign investment restrictions

Environmental Legislation: Environmental laws and liability considerations, particularly relevant when real estate is involved as collateral

Employment Laws: Employment-related legislation including ERISA considerations for pension-related matters, particularly relevant for employee-related covenants

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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