Senior Facilities Agreement Template for South Africa

The Senior Facilities Agreement is a fundamental document in corporate financing transactions under South African law, typically used for providing term loans and revolving credit facilities to corporate borrowers. It serves as the primary agreement between lenders and borrowers in significant financing transactions, setting out comprehensive terms for facility availability, utilization mechanics, repayment obligations, security arrangements, and ongoing borrower commitments. The document must comply with South African regulatory requirements, including the National Credit Act, Financial Sector Regulation Act, and Exchange Control Regulations where applicable. It is particularly suited for large corporate borrowings, acquisition financing, project finance, and general corporate purposes, incorporating market-standard provisions while addressing jurisdiction-specific requirements.

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

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

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules

4. The Facilities: Core terms of the facilities including amounts, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before drawdown

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

7. Repayment: Terms for repayment of the facilities including scheduled amortization

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

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

10. Fees: All fees payable under the facilities including arrangement, commitment and agency fees

11. Tax Gross Up and Indemnities: Tax provisions including gross-up obligations and tax indemnities

12. Changes in Circumstances: Provisions dealing with market disruption, increased costs and illegality

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Requirements for financial and other information to be provided to lenders

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: Positive and negative undertakings of the borrower

17. Events of Default: Circumstances constituting default and their consequences

18. Changes to Parties: Transfer and assignment provisions

19. The Facility Agent and Security Agent: Role, rights and duties of the agents

20. Payment Mechanics: Administration of payments including payment dates and currencies

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

22. Notices: Methods and deemed timing of communications

23. Calculations and Certificates: Basis of calculations and evidential value of certificates

24. Partial Invalidity: Severability provisions

25. Remedies and Waivers: Effect of non-exercise of rights and waivers

26. Amendments and Waivers: Process for amendments and waivers to the agreement

27. Governing Law: South African law as governing law

28. Enforcement: Jurisdiction and dispute resolution provisions