The Facilities Agreement is a fundamental financing document used when a borrower requires access to credit facilities from one or more lenders in Canada. It serves as the primary agreement governing the lending relationship, establishing the framework for both term loans and revolving credit facilities. This document is essential for major corporate financing transactions, project financing, or general corporate purposes, incorporating specific Canadian federal and provincial legal requirements. The agreement comprehensively addresses all aspects of the lending relationship, including facility terms, security arrangements, representations and warranties, covenants, and events of default. It's particularly important for ensuring compliance with Canadian banking regulations, securities laws, and corporate requirements, while providing adequate protection for all parties involved in the financing arrangement.
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1. Parties: Identification of the lender(s), borrower(s), and any guarantors
2. Background: Context of the facility arrangement and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. The Facilities: Details of the credit facilities being provided, including types, amounts, and purposes
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
6. Utilisation: Procedures and requirements for drawing down the facilities
7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments
8. Interest and Fees: Interest calculation, payment periods, default interest, and facility fees
9. Tax Gross Up and Indemnities: Provisions for tax-related payments and indemnifications
10. Representations and Warranties: Standard representations and warranties given by the borrower
11. Information Covenants: Requirements for financial and other information to be provided to the lender
12. Financial Covenants: Financial ratios and tests that the borrower must maintain
13. General Covenants: Positive and negative covenants governing borrower's operations
14. Events of Default: Circumstances constituting default and their consequences
15. Changes to Parties: Provisions for transfers, assignments, and changes in lender/borrower
16. Administration: Administrative provisions including notices and calculations
17. Governing Law and Enforcement: Choice of law, jurisdiction, and enforcement provisions
1. Security: Required when the facility is secured, detailing security arrangements and enforcement
2. Guarantees: Required when third-party guarantees are part of the credit support
3. Accordion Feature: Optional provision allowing for future increases in facility amount
4. Multi-currency Provisions: Required for facilities available in multiple currencies
5. Construction Provisions: Required for construction facilities, including draw procedures and monitoring
6. Environmental Compliance: Detailed section required for facilities involving significant environmental risks
7. Insurance Requirements: Detailed insurance provisions for specialized facilities or high-risk operations
8. Intercreditor Provisions: Required when multiple lenders or creditor classes are involved
9. Market Disruption: Provisions dealing with market disruption events, particularly relevant for SOFR/CDOR based facilities
1. Conditions Precedent: Detailed list of required conditions precedent documents
2. Form of Utilisation Request: Standard form for requesting drawdowns
3. Form of Transfer Certificate: Standard form for transferring commitments between lenders
4. Repayment Schedule: Detailed schedule of repayment dates and amounts
5. Financial Covenant Calculations: Detailed methodology for calculating financial covenants
6. Security Documents: Forms of security documents and filing requirements
7. Existing Encumbrances: List of permitted existing security interests and encumbrances
8. Property Description: Legal description of any real property involved in the facility
9. Affiliate Transactions: List of permitted transactions with affiliates
10. Form of Compliance Certificate: Standard form for periodic compliance certification
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Real Estate
Manufacturing
Infrastructure
Energy
Healthcare
Retail
Technology
Transportation
Construction
Agriculture
Mining
Telecommunications
Hospitality
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit
Operations
Facility Management
Project Finance
Relevant Roles
Chief Financial Officer
Treasury Manager
Finance Director
Corporate Lawyer
Legal Counsel
Credit Manager
Risk Manager
Relationship Manager
Compliance Officer
Corporate Secretary
Financial Controller
Investment Manager
Banking Officer
Facility Manager
Project Finance Manager
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