tiktok³ÉÈË°æ

The Senior Facilities Agreement is a fundamental document in corporate financing transactions under Dutch law, typically used for significant lending arrangements where a group of lenders provides senior debt facilities to corporate borrowers. This agreement is essential for large-scale financing needs such as acquisitions, refinancing, working capital, or capital expenditure. The document comprehensively addresses all aspects of the lending relationship, including facility terms, drawdown mechanics, repayment obligations, security arrangements, and lender protections. It incorporates specific Dutch legal requirements and European regulatory provisions, making it suitable for both domestic Dutch transactions and cross-border financing arrangements. The Senior Facilities Agreement's structure accommodates multiple facilities (term loans and revolving facilities) and can be adapted for various financing purposes while maintaining the senior ranking of the debt.

1. Parties: Identifies all parties to the agreement including lenders, facility agent, security agent, and borrower(s)

2. Background: Sets out the context and purpose of the facilities

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

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

5. Purpose: Specified purposes for which the facilities may be used

6. Conditions of Utilisation: Conditions precedent and ongoing conditions for drawdown of the facilities

7. Utilisation: Process and requirements for requesting and making utilisations

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

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

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

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

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

13. Increased Costs: Provisions dealing with increased costs for lenders due to regulatory changes

14. Representations: Borrower representations and warranties

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

16. Financial Covenants: Financial maintenance covenants and related definitions

17. General Undertakings: Positive and negative undertakings of the borrower group

18. Events of Default: Circumstances constituting default and consequences

19. Changes to the Parties: Transfer and assignment provisions for lenders and borrowers

20. Role of the Agents: Rights, obligations and duties of the facility agent and security agent

21. Payment Mechanics: Administrative provisions regarding payments

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

23. Notices: Communications between parties including method and deemed delivery

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

25. Partial Invalidity: Severability provisions

26. Remedies and Waivers: Provisions regarding rights, remedies and waivers

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

28. Governing Law: Dutch law as governing law of the agreement

29. Enforcement: Jurisdiction and enforcement provisions