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The Senior Facilities Agreement is a fundamental document in corporate financing transactions in the UAE, typically used for significant corporate loans, acquisition financing, or project financing. It establishes the primary terms and conditions between lenders and borrowers, incorporating both international lending practices and specific UAE legal and regulatory requirements. The agreement must be carefully structured to ensure compliance with UAE federal laws, including UAE Civil Code and Commercial Transactions Law, while also considering Sharia principles where relevant. It includes detailed provisions on facility amounts, interest calculations (considering UAE usury restrictions), security arrangements (complying with UAE security registration requirements), and enforcement mechanisms (adapted to UAE court procedures). The document is typically used in transactions exceeding AED 100 million and requires careful consideration of UAE Central Bank regulations and local banking practices.

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

2. Background: Context of the facility and key commercial terms agreed

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation principles

4. The Facilities: Details of the facilities being made available, including types, purposes and amounts

5. Conditions Precedent: Conditions to be satisfied before drawdown, including UAE-specific requirements

6. Utilisation: Mechanics and procedures 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 mechanics

9. Interest: Interest calculation, periods, and payment provisions, including UAE usury considerations

10. Fees: Commitment fees, arrangement fees, and other charges

11. Tax Gross Up and Indemnities: Tax provisions adapted for UAE tax regime

12. Increased Costs: Provisions for changes in law or regulations affecting lenders' costs

13. Representations: Borrower representations, including UAE-specific corporate and regulatory matters

14. Information Undertakings: Financial and other information to be provided by the borrower

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: Positive and negative covenants, adapted for UAE business practices

17. Events of Default: Default triggers and consequences, considering UAE enforcement framework

18. Changes to Parties: Transfer and assignment provisions, considering UAE requirements

19. Role of Administrative Parties: Rights and duties of facility agent and security agent

20. Payment Mechanics: Banking and payment procedures, including UAE banking requirements

21. Set-off: Set-off rights subject to UAE law restrictions

22. Notices: Communication procedures and requirements

23. Calculations and Certificates: Basis for calculations and form of certificates

24. Remedies and Waivers: Enforcement provisions subject to UAE law

25. Governing Law and Enforcement: UAE law as governing law and submission to UAE courts