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The Senior Facilities Agreement is a fundamental document in corporate financing transactions under Belgian law, typically used for providing term loans and revolving credit facilities to medium and large enterprises. It serves as the primary agreement between corporate borrowers and their lenders, establishing the framework for senior debt financing. The document incorporates specific Belgian law requirements regarding security interests, financial assistance, and enforcement procedures, while following European market standards. It contains detailed provisions covering facility terms, conditions precedent, representations and warranties, covenants, events of default, and agency provisions. The agreement is particularly important in acquisition financing, corporate refinancing, and general corporate purposes financing, requiring careful consideration of Belgian corporate law, financial regulations, and security requirements. It often forms part of a broader financing package that may include intercreditor arrangements and security documents.

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

2. Background: Context of the facility, purpose, and basic transaction structure

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

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

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

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

7. Repayment: Terms and schedule for repayment of the facilities

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

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

10. Fees: All fees payable under the facilities

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

12. Increased Costs: Provisions for dealing with changes in costs due to regulatory or legal changes

13. Representations and Warranties: Borrower's representations and warranties

14. Information Undertakings: Requirements for financial and other information provision

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: General positive and negative covenants

17. Events of Default: Default triggers and consequences

18. Changes to the Parties: Transfer and assignment provisions

19. The Agents and the Lenders: Roles, rights, and duties of the agents and lenders

20. Payment Mechanics: Payment procedures and calculations

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

22. Notices: Communication procedures and requirements

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

24. Governing Law and Enforcement: Choice of Belgian law and enforcement provisions