The Consortium Loan Agreement is utilized when multiple lenders come together to provide large-scale financing that may be too significant for a single lender to undertake alone. This document is particularly relevant in the Nigerian market where major infrastructure, energy, and industrial projects often require substantial funding from multiple sources. The agreement must comply with Nigerian banking regulations, including BOFIA 2020 and CBN guidelines, while incorporating international best practices in syndicated lending. It establishes the framework for facility administration, security arrangements, and intercreditor relationships, typically used for transactions exceeding certain thresholds where risk sharing among lenders is desired. The document addresses specific Nigerian law requirements regarding security creation, stamp duties, and foreign exchange regulations where applicable.

1. Parties: Identification of borrower(s) and all participating lenders in the consortium

2. Background: Context of the loan facility, purpose, and consortium arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation principles

4. The Facility: Details of the loan facility, including amount, purpose, and availability

5. Conditions Precedent: Conditions to be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilization of the facility

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

8. Repayment: Terms and schedule of repayment

9. Prepayment: Voluntary and mandatory prepayment provisions

10. Tax Provisions: Tax-related obligations and gross-up provisions

11. Increased Costs and Illegality: Provisions for handling increased costs and illegal/impossible performance

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

13. Covenants: Positive and negative undertakings of the borrower

14. Events of Default: Circumstances constituting default and consequences

15. Role of the Facility Agent: Appointment, powers, and duties of the facility agent

16. Changes to Parties: Transfer and assignment provisions

17. Payment Mechanics: Payment procedures, currencies, and set-off rights

18. Decision Making: Voting rights and majority lender decisions

19. Administration: Administrative provisions including notices and calculations

20. Governing Law and Enforcement: Choice of law and jurisdiction provisions