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Senior Facilities Agreement Template for Singapore

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Key Requirements PROMPT example:

Senior Facilities Agreement

"Need a Senior Facilities Agreement governed by Singapore law for a SGD 500 million syndicated loan to a technology company, with multiple tranches and incorporating green loan principles, to be signed by March 2025."

Document background
The Senior Facilities Agreement is the primary documentation for corporate lending transactions in Singapore, typically used for significant financing arrangements where a company requires substantial debt funding. It governs the relationship between borrowers and lenders, incorporating Singapore's robust financial regulatory framework and common law principles. The agreement includes detailed provisions on facility terms, drawdown mechanics, representations and warranties, covenants, and events of default. It's particularly suited for syndicated loans and often follows APLMA standards while accommodating specific requirements of Singapore law and MAS regulations.
Suggested Sections

1. Parties: Identification of all parties to the agreement including Borrower(s), Lender(s), Facility Agent, Security Agent, and other finance parties

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

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

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

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

6. Drawdown: Process and requirements for utilization of the facilities

7. Repayment: Repayment schedule, prepayment provisions, and maNDAtory prepayment events

8. Interest: Interest calculation, periods, payment dates, and default interest

9. Fees: All applicable fees including arrangement, commitment, and agency fees

10. Tax Gross Up and Indemnities: Tax provisions and related indemnities

11. Representations and Warranties: Standard representations and warranties given by the borrower

12. Information Undertakings: Financial and other information to be provided by the borrower

13. Financial Covenants: Financial ratios and tests to be maintained

14. General Undertakings: Positive and negative covenants

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Transfer and assignment provisions

17. Administration: Role of agents and administrative provisions

18. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

Optional Sections

1. Security: Security package details - include when the facility is secured

2. Guarantee: Guarantee provisions - include when guarantors are involved

3. Increased Costs: Provisions for changes in law or regulations affecting lenders' costs - typically included for longer-term facilities

4. Market Disruption: Provisions dealing with market disruption events - include for LIBOR/SOFR based facilities

Suggested Schedules

1. Schedule 1 - Original Parties: List of original lenders, borrowers, and guarantors

2. Schedule 2 - Conditions Precedent: Detailed list of required conditions precedent documents

3. Schedule 3 - Requests and Notices: Forms of utilization request and other notices

4. Schedule 4 - Form of Transfer Certificate: Standard form for transfers between lenders

5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification

6. Schedule 6 - Timetables: Timing requirements for various actions under the facility

7. Schedule 7 - Financial Covenants: Detailed financial covenant calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions































































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Industries

Banking Act (Cap. 19): Primary legislation governing banking business and financial institutions, including licensing requirements and restrictions on lending and security arrangements

Companies Act (Cap. 50): Regulates corporate borrowing powers, financial assistance provisions, registration of charges, and corporate governance requirements

Securities and Futures Act (Cap. 289): Governs securities and derivative products, including disclosure requirements and licensing requirements for financial activities

Moneylenders Act (Cap. 188): Regulates moneylending activities, including interest rate restrictions and licensing requirements

Civil Law Act (Cap. 43): Covers contract formation principles and interest rate regulations

Conveyancing and Law of Property Act (Cap. 61): Governs real property security arrangements and property law matters

Land Titles Act (Cap. 157): Regulates land ownership and real property security interests

Insolvency, Restructuring and Dissolution Act 2018: Covers insolvency provisions, priority of creditors, and voidable transactions

MAS Notice 612: Monetary Authority of Singapore guidelines on Credit Risk Management

MAS Notice 637: Monetary Authority of Singapore guidelines on Risk Based Capital Adequacy Requirements

Personal Data Protection Act 2012: Regulates data privacy requirements and cross-border data transfer restrictions

FATCA: Foreign Account Tax Compliance Act requirements for dealings involving US persons

APLMA Standards: Asia Pacific Loan Market Association standards and documentation guidelines for loan market transactions

AML Regulations: Anti-money laundering regulations and compliance requirements

Sanctions Compliance Framework: International and local sanctions compliance requirements affecting financial transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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