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The Senior Facilities Agreement is the primary document used in Pakistan for documenting large corporate lending transactions, particularly for amounts exceeding PKR 500 million. It establishes a senior ranking credit facility or multiple facilities extended by a syndicate of lenders to a corporate borrower. The agreement must comply with Pakistani banking laws, including the Banking Companies Ordinance 1962 and State Bank of Pakistan regulations. It contains detailed provisions covering facility terms, security arrangements, representations, covenants, and events of default. The document is designed to protect lenders' interests while providing borrowers with operational flexibility, and includes specific provisions addressing local law requirements such as registration, stamp duty, and enforcement mechanisms. It may also incorporate Islamic finance provisions where required by the transaction structure.

1. Parties: Identification of the borrower, arrangers, facility agent, security agent, and original lenders

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

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation, including currency and time references

4. The Facilities: Details of facility types, purpose, commitment amounts and availability periods

5. Conditions Precedent: Initial and ongoing conditions precedent to utilization

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

7. Repayment: Repayment schedule and mechanisms

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

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

10. Fees: Arrangement, commitment, agency and other fee provisions

11. Tax Gross-Up and Indemnities: Tax provisions including withholding tax requirements under Pakistani law

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

13. Representations: Borrower representations and warranties

14. Information Undertakings: Financial and other information delivery requirements

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: Positive and negative covenants

17. Events of Default: Default triggers and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Role of the Facility Agent and Security Agent: Administrative provisions regarding agents

20. Payment Mechanics: Payment provisions, including currency and payment systems

21. Set-off: Set-off rights and procedures

22. Notices: Communication methods and contact details

23. Calculations and Certificates: Provisions regarding calculations and evidence

24. Partial Invalidity: Severability provisions

25. Remedies and Waivers: Rights and remedies provisions

26. Amendments and Waivers: Modification provisions and voting mechanisms

27. Governing Law: Pakistani law as governing law

28. Enforcement: Jurisdiction and dispute resolution provisions