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The Senior Facilities Agreement is a fundamental document in corporate financing transactions, typically used for providing term loans and revolving credit facilities to corporate borrowers in Austria. It serves as the primary agreement between lenders and borrowers, documenting the terms and conditions of the financing, including facility amounts, interest rates, repayment schedules, and key protections for lenders. The agreement must comply with Austrian banking regulations, security laws, and civil code requirements while following international loan market standards to facilitate potential syndication. This document is particularly important for corporate acquisitions, refinancing existing debt, or funding significant capital expenditure programs. The agreement includes comprehensive provisions addressing Austrian law requirements for security interests, enforcement procedures, and regulatory compliance, while incorporating standard LMA-style provisions adapted for the Austrian market.

1. Parties: Identification of the borrower(s), lender(s), agent(s), and other parties to the agreement

2. Background: Context of the facility and purpose of the loan

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation

4. The Facilities: Details of the facilities being made available, including amounts, purpose, and availability periods

5. Conditions of Utilisation: Conditions precedent and utilisation mechanics

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

7. Repayment: Repayment terms, schedules, and prepayment provisions

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

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

10. Interest Periods: Rules for determining interest periods

11. Changes to the Calculation of Interest: Market disruption and fallback provisions

12. Fees: Commitment fees, arrangement fees, agency fees, and other fee provisions

13. Tax Gross-Up and Indemnities: Tax provisions and related indemnities

14. Increased Costs: Provisions dealing with changes in law or regulatory requirements

15. Other Indemnities: General indemnity provisions

16. Costs and Expenses: Provisions for transaction costs, enforcement costs, and amendments

17. Guarantee and Indemnity: Terms of any guarantees provided

18. Representations: Borrower and guarantor representations and warranties

19. Information Undertakings: Financial and other information delivery obligations

20. Financial Covenants: Financial maintenance covenants and related definitions

21. General Undertakings: Positive and negative covenants

22. Events of Default: Default triggers and consequences

23. Changes to the Parties: Transfer and assignment provisions

24. The Agent and the Lenders: Role and duties of the facility agent and relationships among lenders

25. Payment Mechanics: Payment provisions, currency rules, and set-off rights

26. Set-Off: Rights of set-off and related provisions

27. Notices: Communication methods and contact details

28. Calculations and Certificates: Basis of calculations and evidence of amounts due

29. Partial Invalidity: Severability provisions

30. Remedies and Waivers: Rights and remedies and effect of waivers

31. Amendments and Waivers: Process for amendments and waivers

32. Confidentiality: Confidentiality obligations and permitted disclosures

33. Counterparts: Execution in counterparts provisions

34. Governing Law: Austrian law as governing law

35. Enforcement: Jurisdiction and enforcement provisions, including Austrian specific requirements